Exhibit T3A.6

Authorized Translation NOTARY Dlah Guntari L. Soemarwoto, SH Decree of Minister of Justice and Human Rights of Republic of Indonesia Number C-783.HT.03.02-Th.2002 Dated 13th May 2002 Deed : ESTABLISHMENT OF LIMITED LIABILITY COMPANY PT. OLIO ENERGY INDONESIA Number : = 4 = Dated : 20th APRIL 2009. Jl. Sultan Agung No. 3 South Jakarta Phones: (62-21) 83796396, 83796397 Fax. (62-21)8302041

Authorized Translation ESTABLISHMENT DEED OF LIMITED LIABILITY COMPANY PT. OLIO ENERGY INDONESIA Number : 4—On this day, Monday, dated 20-4-2009 (the twentieth day of April two thousand and nine).—At 11.30 WIB (eleven past thirty minutes Western Indonesia Time).—Appeared before me, DIAH GUNTARI LISTIANINGSIH SOEMARWOTO, Sarjana Hukum, Notary in Jakarta, in the presence of witnesses known by me, Notary and whose names will be mentioned by the end of this deed; 1. Mister RAMLI BIN MD NOR, born in Negeri Sembilan, on 1-1-1958 (the first day of January nineteen fifty eight), private person, Malaysia Citizen, residing in Malaysia, number 48 jalan U1/13A Seksyen U1 Glenmarie Residents, Shah Alam, Selangor, holder of passport number A10694127;—temporary staying in Jakarta;—according to his statement in this matter legally act to represent and on behalf of OLIO RESOURCHES Sdn, Bhd, a company established based on the law of

Authorized Translation

Authorized Translation

Authorized Translation Malaysia, having its head office in B-20-7 Megah Avenue II, 12 Jalan Yap Kwan Seng, Kuala Lumpur. 2. Miss ANGGRAINI PROVITASARI, born in Semarang, on 14-7-1979 (the fourteenth day of July nineteen seventy nine), private person, Indonesian Citizen, residing in Bekasi, Kampung Pondok Benda, Neighborhood Association 007, Citizenship Association 002, Jatirasa Sub-District, Jatiasih District, holder of Identity Card number: 3276095407780020;—temporary staying in Jakarta;—according to her statement in this matter acting as proxy, by virtue of Power of Attorney, privately made, duly stamp, dated 23-2-2009 (the twenty third day of February two thousand and nine), in which its original is attached to the minute of this deed, of and therefore for and on behalf of: Mister TESSAR RIFIANTO, born in Balikpapan, on 19-11-1983 (the nineteenth day of November nineteen eighty three), private person, Indonesian Citizen, residing in Depok, Jalan Sakura number 445 A Block F, Neighborhood Association 005, Citizenship Association 015, Cinere Sub-District,

Authorized Translation Limo District, holder of Identity Card number: 3276041911830002;—The appearers is known to me, Notary;—The appearers acting in his/her capacity as mentioned above hereby declares, that without prejudice to permits from the competent authorities, agree and undertake to jointly established a Limited Liability Company is established under the Law number 25 of 2007 (two thousand and seven) on Foreign Investment and accordance with and the Approval Letter of Foreign Investment issued by the Investment Coordinating Board, dated 24-3-2009 (the twenty fourth day of March two thousand and nine) number 313/I/PMA/2009, with the Articles of Association as contained in this establishment deed, (hereinafter referred to as “Articles of Association”) as follows: NAME AND DOMICILE Article 1. 1. This limited liability company shall be named: PT. OLIO ENERGY INDONESIA (hereinafter referred to as “Company”), domiciled in South Jakarta. 2. The Company may open branches or representative offices in any other places, both within and/or outside

Authorized Translation the territory of the Republic of Indonesia as may be determined by the Board of Directors upon approval of the Board of Commissioners. DURATION OF THE COMPANY ESTABLISHMENT Article 2. The Company shall be incorporated for undefined period of time by observing the provisions of the Law number 25 of 2007 on Investment. PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES Article 3. 1. The purposes and objectives of this Company shall be:—To run business in the field of trade. 2. To achieve the said purpose and objective, the Company may conduct in the following business activities:—To run business in the field of trade, including the import and export trade as well as acting as a distributor, agent and as representatives of other companies, both domestic and foreign companies, especially the trade on oil and natural gas mining support equipments and equipment for offshore oil drilling (rig) facilities; CAPITAL

Authorized Translation Article 4. 1. The company’s authorized capital shall be in amount of Rp.4.704.000.000,- four billion seven hundred and four million rupiah (USD 400.000,00—four hundred thousand United States Dollars) divided into 400.000 (four hundred thousand) shares, each share with nominal value of Rp. 11.760,- eleven thousand seven hundred and sixty rupiah (USD.1.- one United States Dollar). 2. Of the aforesaid authorized capital, it has been issued and paid up 100% (one hundred percent), or in amount of 100.000 (one hundred thousand) shares with total nominal value amounting to Rp.1.176.000.000,- one billion one hundred and seventy six million Rupiah (USD.100.000,00—one hundred thousand United States Dollars) by the founders who have retrieved for the shares and the details and nominal value of the shares stated at the end of this deed. 3. Shares in portfolio may be issued by the company in accordance with the Company’s needs for capital upon approval of a General Meeting of Shareholders. 4. Shareholders whose names are registered in the Shareholder Register shall have preemptive right to

Authorized Translation retrieve the shares which will be issued within 60 (sixty) calendar days as of the offering date and each of the shareholders has rights to retrieve in proportion to the total shares owned by them (proportional) either to the shares that become their portion or to the remaining shares that are not retrieved by the other shareholders. 5. When after the lapse of the 60 (sixty) calendar days period as of the offering to shareholders, that there are still any shares left that has not been retrieved, the Board of Directors shall be at liberty to offer such remaining shares to any third parties. SHARE Article 5 1. All shares issued by the Company are registered shares. 2. Share ownership evidence may be in the form of share certificate. 3. In case the Company does not issue share certificate, share ownership can be proven with certificate or note issued by the Company. 4. If a share certificate is issued, each share shall be provided with one share certificate.

Authorized Translation 5. A collective share certificate may be issued as evidence of ownership of 2 (two) or more shares owned by a shareholder. 6. Each share certificate shall at least mention: a. name and address of the shareholder; b. serial number of the share certificate; c. nominal value of the share; d. date of issuance of the share certificate; 7. A collective share certificate shall at least mention: a. name and address of the shareholder; b. serial number of the collective share certificate; c. serial number of shares and quantity of shares; d. nominal value of the share; e. date of issuance of the collective share certificate; 8. Share certificate and collective share certificate must be signed by the President Director and President Commissioner. DUPLICATE OF SHARE CERTIFICATES Article 6. In event share certificates are damaged or can not be used anymore, then the Board of Directors shall issue the substitute at the request of and to the person

Authorized Translation concerned after the said damaged and unused share certificate has been delivered to the Board of Directors. 2. The share certificate as referred to in paragraph 1 shall further be written off and from this event the minutes shall be drawn-up by the Board of Directors and reported in the next General Meeting of Shareholders. 3. If a share certificate is lost, then at the request of the person concerned, the Board of Directors shall give a duplicate for the lost certificate, after in the opinion of the Board of Directors the loss is sufficiently proved and with a warranty considered necessary by the Board of Directors for each special event. 4. After the duplicate has been issued, then the original certificate shall no longer be valid for the Company. 5. All expenses related to the issuance of the substitute share certificates shall be borne by the shareholder concerned. 6. The provision as mentioned at paragraph 1, paragraph 2, paragraph 3, paragraph 4, and paragraph 5, shall also be applied in mutatis mutandis for the issuance of collective certificates duplicate. TRANSFER OF RIGHTS OF SHARE Article 7.

Authorized Translation 1. Transfer of rights of a share shall be based on a rights transfer deed signed by the transferor and the transferee or their authorized representatives; 2. a. The shareholder who wants to transfer a share(s), then he/she is obliged to previously offer it in writing to other shareholders by stating price and requirements of the sale and inform to the Board of Directors in writing of such an offer and within 60 (sixty) days of the offer made, the other shareholders shall state accept or reject the offer, b. If after the expiration of a period of 60 (sixty) days turned out to be offered shares not purchased by other shareholders, the shares can be offered to third parties by stipulation should use terms and conditions (including price) should not be smaller than what has been offered to other shareholders and the sale must be completed within a period of 210 (two hundred and ten) days since the expiry of 60 (sixty) days.—If after the expiration of 210 (two hundred and ten) days does not happen purchase of shares, the shares shall be deemed to have never been offered, and if

Authorized Translation offered for sale must comply with the procedures for the sale referred to in this paragraph. c. If it turns out because of a rule or regulation or government policy prohibiting shareholders to own or purchase shares on offer, the shareholder is entitled to appoint another party is allowed. d. Transfer provisions referred to in paragraph of this Article shall not apply if the shares will be transferred to an affiliated party. 3. A transfer of right on shares must obtain approval of General Meeting of Shareholders and the authorized institution, if the statutory regulation requires so. 4. From the summons day of the General Meeting of Shareholders up to the day of the Meeting, the transfer right on share is not allowed. GENERAL MEETING OF SHAREHOLDERS Article 8. 1. General Meeting of Shareholders hereinafter referred to as General Meeting of Shareholders, are: a. The Annual General Meeting of Shareholders; b. Other General Meetings of Shareholders hereinafter in the Articles of Association referred

Authorized Translation to as The Extraordinary General Meeting of Shareholders. 2. The term General Meeting of Shareholders in these Articles of Association refers to both of them, namely the Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders, unless clearly stated otherwise. 3. In the Annual General Meeting of Shareholders: a. The Board of Directors shall submit:—annual report that has been reviewed by the Board of Commissioners in order to obtain the approval of the General Meeting of Shareholders;—financial report in order to obtain the approval of meeting. b. The Company’s profit utilization shall be decided, if the Company gains positive profit balance; c. The other agendas of the General Meeting of Shareholders which have been proposed accordingly by observing the Articles of Association shall be decided. 4. The approval of the annual report and legalization of financial report by the Annual General Meeting of

Authorized Translation Shareholders means giving full settlement and acquittal liability to the members of the Board of Directors and the Board of Commissioners for their management or supervision carried out during the past fiscal year, as long as the actions are reflected in the Annual report and Financial Report. 5. Extraordinary General Meeting of Shareholders may be held any time as considered necessary to discuss and decide agenda of the meeting, except agenda of the meeting as referred to in paragraph 3 letter a and letter b, by observing statutory regulation and the Articles of Association. PLACE AND SUMMONS AND CHAIRPERSON OF GENERAL MEETING OF SHAREHOLDERS Article 9. 1. The General Meeting of Shareholders shall be held at the Company’s domicile or at the Company’s business center. 2. General Meeting of Shareholders shall be held by first conducting summons to the shareholders by registered letter and/or by advertisement in newspaper. 3. Summons shall be held at the latest 14 (fourteen) days prior to the General Meeting of Shareholders without

Authorized Translation taking into account the date of summons and the date of the General Meeting of Shareholders. 4. In summon it should be listed agenda, time and place of the General Meeting of Shareholders. 5. General Meeting of Shareholders shall be chaired by the President Director. 6. If the President Director is absent or indisposed due to any reason whatsoever not necessarily to be proven to any third party, General Meeting of Shareholders shall be chaired by one of Director appointed by President Director. 7. If all Directors are absent or indisposed due to any reason whatsoever not necessarily to be proven to any third party, General Meeting of Shareholders shall be chaired by one of the members of the Board of Commissioners. 8. If all members of the Board of Commissioners are absent or indisposed due to any reason whatsoever not necessarily to be proven to any third party, General Meeting of Shareholders shall be chaired by a person nominated by and from those present in the meeting. QUORUM, VOTING RIGHT AND DECISION OF GENERAL MEETING OF SHAREHOLDERS

Authorized Translation Article 10. 1. General Meeting of Shareholders may be held if the quorum is required in the presence of the law on Limited Liability Company has been met, as follows: 2. Voting concerning persons shall be carried out by an unsigned-folded ballot and verbally for other matters, unless chairman of the General Meeting of Shareholders determines otherwise without any objection from the shareholders present in the General Meeting of Shareholders. 3. Blank votes or illegal votes shall be considered not exist and shall not be counted in determining the total vote cast in the General Meeting of Shareholders. 4. General Meeting of Shareholders may make decisions based on discussion to reach agreement or based on pro vote cast in the General Meeting of Shareholders as determined in Law. THE BOARD OF DIRECTORS Article 11. 1. The Company shall be managed and chaired by a Board of Directors consisting at least 3 (three) members of the Board of Directors, President Director and 1 (one) of Director will be appointed from the candidates

Authorized Translation nominated by Indonesian shareholders and 1 (one) other Director appointed from candidates nominated by the foreign shareholders. 2. If there are more than one of Director, then one of them may be nominated as President Director. 3. Members of Board of Directors shall be appointed by General Meeting of Shareholders for 3 (three) years term without prejudiced to the right of the General Meeting of Shareholders to dismiss them at anytime. 4. If due to any reason the position of a member or more or all positions of members of Board of Directors are vacant, then within 30 (thirty) days after the vacancy has occurred a General Meeting of Shareholders shall be held to fill such vacancy by observing the provisions of statutory regulations and Articles of Association. 5. If due to any reason all positions of members of Board of Directors are vacant, the Company shall temporarily be managed by a member of Board of Commissioners appointed by the Meeting of Board of Commissioners. 6. A member of Board of Directors shall be entitled to resign from his/her position by notifying in writing to the Company at the latest 30 (thirty) days before the day of resignation.

Authorized Translation 7. The office term of a member of the Board of Directors shall terminate if: a. resigning pursuant to the provision of paragraph 6; b. no longer meet the requirements of statutory regulations; c. passed away; d. dismissed based on the decision of General Meeting of Shareholders; TASKS AND AUTHORITIES OF BOARD OF DIRECTORS Article 12. 1. The Board of Directors shall be entitled to represent the Company inside and outside the Court concerning all matters and in all occurrences, to bind the Company to another party and another party to the Company, and to take all actions, either concerning management or ownership, however with limitation that: a. Rent or lease (including make changes on the terms and conditions of the existing lease) of fixed and movable assets owned by the company; b. Transfer, release of rights or asset guarantees of the Company which is not largely richness of the Company;

Authorized Translation c. to borrow or lend money on behalf of the Company (excluding withdrawal Company’s monies in banks); d. Signing contracts or other obligations or perform a transaction or several transactions related to the value of more than USD 10,000 (ten thousand United States Dollars) or equivalent value in other currencies; e. Giving corporate guarantees either for the benefit of its subsidiaries or for the benefit of others. f. Establish a business or participate in other companies both inside and outside the country; -shall be upon approval of the Board of Commissioners. 1. a. The President Director shall be entitled and authorized to act for and on behalf of the Board of Directors and to represent the Company. b. In case the President Director is absent or indisposed due to any reason, which matter is not necessary to be proven to the third party, then one of other members of the Board of Directors shall be entitled and authorized to act for and on behalf of the Board of Directors and to represent the Company.

Authorized Translation 3. In case there is only one member of the Board of Directors then all the duties and authorities given to the President Director or other members of the Board of Directors in the Articles of Association shall also apply to him/her. MEETING OF BOARD OF DIRECTORS Article 13. 1. Meeting of Board of Directors may be held at any time when considered necessary by and/or written request from : a. one or more member(s) of Board of Directors; b. one or more member(s) of Board of Commissioners; or c. one or more shareholder(s) jointly representing 1/10 (one tenth) or more of the entire shares with voting rights. 2. The summons of the Meeting of the Board of Directors shall be conducted by the member of the Board of Directors entitled to act for an on behalf of the Board of Directors pursuant to the provision of Article 9 hereof. 3. The summons of the Meeting of the Board of Directors shall be delivered by registered letter or personally to each member of the Board of Directors by receiving

Authorized Translation receipt at least 3 (three) days prior to the meeting, without considering the date of summons and the date of meeting. 4. The summons shall mention the agenda, date, time and place of the meeting. 5. Meeting of Board of Directors shall be held in the Company’s domicile or Company’s business center. 6. If all members of the Board of Directors are present or represented, a prior summons is not required and the Meeting may be held anywhere and it is also entitled to make a binding decision. 7. Meeting of Board of Directors shall be chaired by the President Director, in case the President Director is absent or indisposed, which matter is not necessarily to be proven to the third party, Meeting of Board of Directors shall be chaired by a person appointed by and from those members of the Board of Directors present. 8. A member of the Board of Directors may be represented in the Meeting only by another member of the Board of Directors by virtue of a power of attorney. 9. Meeting of Board of Directors is legal and entitled to make binding decisions when more than 1/2 (one half)

Authorized Translation of total members of the Board of Directors are present or represented in the Meeting. 10. Resolutions of Meeting of Board of Directors must be adopted by deliberation to reach a consensus—If meeting fails to make a resolution, the resolution shall be adopted based on pro votes of more than 1/2 (one half) of the votes cast legally in the meeting. 11. In event of tie votes (pro-vote and contra-vote is equal), the proposal was rejected. 12. a. Each member of the Board of Directors present is entitled to cast 1 (one) vote and 1 (one) additional vote for every other member of the Board of Directors represented by him(her). b. Voting concerning persons shall be carried out by an unsigned-folded ballot, voting on other matters shall be carried out verbally, unless the Chairman of the Meeting determines otherwise without any objection from those present. c. Blank votes and illegal votes shall be considered not to cast legally and, therefore, shall be considered not exist and shall not be counted in determining the total vote cast.

Authorized Translation 13. The Board of Directors may also make legal decisions without holding a Meeting of the Board of Directors, provided that all members of the Board of Directors have been notified in writing concerning the proposal concerned and all members of the Board of Directors have given their approval on the proposed proposal as proved by the signed written approval. Decisions made in such a manner have the same power as decisions made legally in the meeting of Board of Directors. BOARD OF COMMISSIONERS Article 14. 1. The Board of Commissioners shall consist of 3 (three) Commissioner(s), President Commissioner, and 1 (one) of member of the Board of Commissioners is appointed from candidates nominated by the foreign shareholder and 1 (one) of other member of the Board of Commissioners is appointed from candidates nominated by the Indonesian shareholder.—If it is appointed more than one member of the Board of Commissioners, then one of them can be appointed as the President Commissioner. 2. Members of the Board of Commissioners shall be appointed by the General Meeting of Shareholders,

Authorized Translation respectively for the period of 3 (three) years and without prejudicing to the right of the General Meeting of Shareholders to dismiss them at any time. 3. If due to whatever reason, the position of a member of the Board of Commissioners is vacant, then within 30 (thirty) calendar days after the vacancy, a General Meeting of Shareholders shall be held for fulfilling that vacancy, by observing the provisions as referred to in paragraph 2 of this article. 4. When deemed necessary by the Board of Commissioners, the Board of Commissioners may assign one of them as the Representative Commissioner, as referred to in Article 120 of Law No. 40 of 2007 with the tasks and authority to supervise the discretion of the management of the Company and advise the Board of Directors, including to provide certain agreements for and on behalf of the Board od Commissioners in accordance with the provisions of the Articles of Association. 5. A member of the Board of Commissioners shall be entitled to resign from his office by notifying in writing to the company concerning his intention at least 30 (thirty) days in advance prior to his resignation date.

Authorized Translation 6. The position of a member of Board of Commissioners terminates if: a. he/she resigns pursuant to the provision of paragraph 5; b. fails to fulfill the prevailing statutory regulations; c. passed away; d. dismissed pursuant to resolution of General Meeting of Shareholders. TASKS AND AUTHORITIES OF THE BOARD OF COMMISSIONERS Article 15. 1. The Board of Commissioners at any time within office hour of the Company shall be entitled to enter premises or other places used or controlled by the Company and is entitled to examine all books, letters and other evidence instrument, verify and to match condition of cash money and others and is entitled to know all action already performed by the Board of Directors. 2. The Board of Directors and each member of the Board of Directors shall be obliged to give explanation concerning all matters inquired by the Board of Commissioners.

Authorized Translation 3. If all members of the Board of Directors are suspended and the Company has no members of Board of Directors then the Board of Commissioners shall be obliged to temporarily manage the Company. In this case the Board of Commissioners shall be entitled to give temporary authorizations to one or more between the members of Board of Commissioners on responsible of the Board of Commissioners. 4. In case there is only one Commissioner, then all tasks and authorities given to the President Commissioner or to the other member of Board of Commissioners in this Articles of Association shall also be valid for him/her. MEETING OF THE BOARD OF COMMISSIONERS Article 16. -The provision as mentioned in Article 13 applies on mutatis- mutandis basis for meeting of Board of Commissioners. WORK PLAN, FISCAL YEAR AND ANNUAL REPORT Article 17 1. The Board of Directors submits work plan that includes annual budget of the Company to the Board of Commissioners to obtain its approval, before the fiscal year starts.

Authorized Translation 2. Work Plan as referred to in paragraph 1 must be submitted at the latest 30 (thirty) days before the commencement the next fiscal year. 3. The fiscal year of the Company shall commence from the 1 (first) of January until the 31 (thirty-first) of December. At the end of December every year, the Company’s accounts are closed. For the first time the Company’s account shall commence on the date of this Deed of Establishment and be closed on 31-12-2009 (the thirty first day of December two thousand and nine). 4. The Board of Directors prepares annual report and makes it available at the Company’s office to be examined by the Shareholders commencing the date of summons of the Annual General Meeting of Shareholders. PROFIT UTILIZATION AND DIVIDEND APPORTIONMENT Article 18. i 1. The net profit of the Company in a fiscal year as mentioned in the balance sheet and profit and loss account that have been legalized by the Annual General Meeting of Shareholders and constitute positive balance

Authorized Translation shall be apportioned according to a utilization procedure determined by the General Meeting of Shareholders. 1. If the profit and loss account in a year shows a loss that can not be covered with the reserve fund, then the loss shall remain to be recorded and included in the profit and loss account and in the next fiscal year the Company shall be considered not gaining profit as long as the loss recorded and included in the profit and loss account has not yet been covered at all. INTERIM DIVIDEND Article 19. 1. By observing the provision in the legislation regulation, the Company may apportion interim dividends before the fiscal year of the company closed. 2. The apportionment of interim dividends shall be based on the resolution of the Board of Directors after obtaining the approval of the Board of Commissioners. 3. In case after the closing of the fiscal year it appears that the Company suffers losses, the interim dividends that have been apportioned shall be returned to the Company. 4. The Board of Directors and Board of Commissioners shall be jointly responsible for the Company’s losses, in \

Authorized Translation case the shareholders fail to return the interim dividends as intended in paragraph 3 of this article. RESERVE FUND UTILIZATION Article 20. 1. Portion of profit provided to reserve fund shall be determined up to the amount of 20% (twenty percent) of total issued and paid up capital shall only be used to cover losses which can not be covered by other reserve funds. 2. If the amount of reserve fund exceeds such an amount of 20% (twenty percent), the General Meeting of Shareholders may determine in order that amount of reserve fund exceeding is used for Company’s interests. 3. Reserve as referred to in paragraph 1 which are not yet utilized to cover loses and surplus of reserve fund as referred to in paragraph 2 of which the utilization is not yet determined by the Board of Directors shall be managed by the Board of Directors in an appropriate way in the opinion of the Board of Directors under the approval of the Board of Commissioners and by observing the prevailing statutory regulations. CLOSING REGULATIONS Article 21.

Authorized Translation—All matters that are not or insufficiently regulated in these Articles of Association will be determined by the General Meeting of Shareholders.—Finally, the appearers acting in his capacity as aforesaid declared that: 1. For the first time it has been retrieved and fully paid in cash through the Company’s account, by the founders: a. The said OLIO RESOURCHES Sdn, Bhd, in amount of 60.000 (sixty thousand) shares with total nominal value of seven hundred five million six hundred thousand Rupiah (USD 60.000,00 sixty thousand United States Dollars) Rp. 705.600.000,- b. the said Mr. TESSAR RIFIANTO, in amount of 40.000 (forty thousand) shares with total nominal

Authorized Translation value of four hundred seventy million four hundred thousand Rupiah (USD 40.000,00 forty thousand United States Dollars); Rp. 470.400.000,—So that totally 100.000 (one hundred thousand) shares with total nominal value of one billion one hundred seventy six million Rupiah (USD 100.000,00 one hundred thousand United States Dollars). Rp. 1.176.000.000,- Deviating from the provision in Article 11 and Article 14 of these Articles of Association concerning the procedures of appointment of members of Board of Directors and Board of Commissioners, it has been appointed as:—President Director : Mr. TESSAR in Balikpa RIFIANTO, born pan, dated 19-11-

Authorized Translation 1983 (the nineteenth day of November nineteen and eighty three), private-person, Indonesian Citizen, residing in Depok, Jalan Sakura number 445 A Blok F, Neighborhood Association 005, Citizenship Association 015, Cinere Sub- District, Limo District, holder of Identty Card number 3276041911830002;—Director : Mr. FAREH ISHRAF BIN MD HANIPAH, born in Johor, dated 23-10-1972 (the twenty third day of October nineteen and seventy two), private person, Malaysian Citizen, residing in Malaysia, number 41. USJ 17/3B Subang Jaya, Seangor, holder of passport number A19867820;—Director : Miss ANGGRAINI PRO VITASARI, born in

Authorized Translation Semarang, dated 14-7-1979 (the fourteenth day of July nineteen and seventy nine), private-person, Indonesian Citizen, residing in Bekasi, Kampong Pondok Benda, Neighborhood Association 007, Citizenship Association 002, Jat’rasa Sub-District, Jatiasih District, holder of Identity Card number 3276095407780020; -President Commissioner: Mr. RAMLI BIN MD NOR, born in Negeri Sembilan, dated 1- 1-1958 (the first day of January nineteen and fifty eight), private person, Malaysian Citizen, residing in Malaysia, number 48 Jalan U1/13A Seksyen U1 Glenmarie Residents, Shah Alam, Selangor, holder of passport number A10694127;

Authorized Translation -Commissioner : Mr. ABD KARIM BIN JONIT, born in Negeri Sembilan, dated 5-4-1947 (the fifth day of April nineteen and forty seven), private person, Malaysian Citizen, residing in Malaysia, Lot 7221 Jalan Delima Taman Setia, Gombak, Kuala Lumpur, holder of passport number A19752426; -Commissioner : Mr. RIO STEFIAN, born in Rumbai, dated 20-1-1982 (the twentieth day of January nineteen and eighty two), private-person, Indonesian Citizen, residing in Depok, i Jalan Sakura Blok F number 445 A, Neighborhood Association 005, Citizenship Association 015, Cinere Sub- District, Limo District, holder

Authorized Translation of Identity Card number 3276042001820003; -The said appointment of members of Board of Directors and Board of Commissioners has been accepted by the persons concerned.—The Board of Directors and/or proxies, either jointly or individually with the right to delegate this power to any third party that are authorized to apply for legalization on these Articles of Association from the authorized institutions and to make amendment and/or additions in any form whatsoever as may be necessary for obtaining such a legalization, and to submit and sign any and all applications and other documents, to choose legal domicile and to take any other acts which may be required.—This deed is completed at 12.15 WIB (twelve past fifteen minutes Western Indonesia Time). IN WITNESS WHEREOF -This deed was made and completed as minutes in Jakarta, on the day and date as mentioned at the preamble of this deed in the presence of: 1. EDI SUSANTO, born in Wates, dated 15-3-1983 (the fifteenth day of March nineteen eighty three), residing in South Jakarta, Komplek BBD Block AI, Neighborhood

Authorized Translation Association 004, Citizenship Association 003, Ciganjur Sub-District, Jagakarsa District, the holder of Identity Card number 09.5309.150383.0249; 2. KUSDARYONO, born in Jakarta, dated 21-12-1972 (the twenty first day of December nineteen seventy two), residing in South Jakarta, Asem II/10, Neighborhood Association 011, Citizenship Association 005, Cipete Selatan Sub-District, Cilandak District, the holder of Identity Card number 09.5306.211272.0305; both are the employees at the Notary Office.—Immediately after this deed has been read out by me, Notary, to the appearers and witnesses, it was immediately signed by the appearers, witnesses and me, Notary.—Executed without addition, without deletion and without substitution.—Original of this deed has been duly signed accordingly.—GIVEN AS COPY WITH THE SAME CONTENT. Signed and stamped above seal

Exhibit T3A.16

Translated from Romanian
ROMANIA
MINISTRY OF JUSTICE
NATIONAL TRADE REGISTRY OFFICE TRADE REGISTRY OFFICE ATTACHED TO BUCHAREST LAW COURT
CERTIFICATE OF INCORPORATION
Company: VANTAGE DRILLER ROCO SRL
Registered offices: Bucharest, 1st sector, 51 Banul Andronache str., 1st floor, room 9 Main activity: 6420 activities of holding companies Tax number: 32188833, dated: 29.08.2013.
Trade Registry no.: J40/10819/29.08.2013 Date of issuance: 30-08-2013
Director,
Stefania Carmen Chitu [seal / signature]
Series B no. 2817505
1

Translated from Romanian
MINISTRY OF JUSTICE
NATIONAL TRADE REGISTRY OFFICE TRADE REGISTRY OFFICE attached to the Bucharest Law Court
Bucharest, Intrarea Sectorului 1, 3rd sector; Phone: +4 021.316.08.28; Fax: +4 021.316.08.25, ZIP Code: 030353 website: www.onrc.ro; e-mail: orcb@b.onrc.ro; tax code: 14942091
CONFIRMATION OF COMPANY DETAILS
issued based on art. 171 paragraph (1) letter b) of Law 359 / 2004 concerning simplification of formalities for registration of private individuals, familial associations and legal entities, tax recording thereof, and also delivery of operational license for legal entities, as added and supplemented, issued based on the affidavit recorded with no.
324522 and dated 28.08.2013
VANTAGE DRILLER ROCO SRL
Head-offices: Bucharest, 1st sector, 51 Banul Andronache str., 1st floor, room 9 Tax number: 32188833, dated: 29.08.2013.
Trade Registry no.: J40/10819/29.08.2013
This confirmation of company details certifies that an affidavit was recorded based on which the company meets operational criteria specific to each public authority, for the activity declared and classified in NACE code 6399 Other information service activities n.e.c.
6420 Activities of holding companies 6810 Buying and selling of own real estate 6820 Renting and operating of own or leased real estate 7010 Activities of head offices
7734 Renting and leasing of water transport equipment 8299 Other business support service activities n.e.c.
Own head-offices activities for the company:
At head-offices located in Bucharest, 1st sector, 51 Banul Andronache str., 1st floor, room 9
Validity: until changes occur in operational conditions or in activities for which the affidavit was released.
Director,
Stefania Carmen Chitu [seal / signature]
Issued on: 30.08.2013 Delivered on: 30.08.2013
2

Transalated from Romanian
J40/10819/2013 Tax number: 32188833
ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTRY OFFICE TRADE REGISTRY OFFICE attached to the Bucharest Law Court File no. 324522 / 28.08.2013 Resolution no. 112770 / 29.08.2013 Delivered in the session dated 29.08.2013
Pitiş Roxana Maria - DELEGATED JUDGE as per Government Emergency Ordinance 116/2009, based on Government Decision no. 20 dated 14.01.2010
Pending, settlement of incorporation request no. 324522 dated 28.08.2013 concerning the company VANTAGE DRILLER ROCO SRL.
THE DELEGATED JUDGE
Concerning this request:
By application recorded with no. 324522, dated 28.08.2013, authorization was requested for the set up and incorporation of VANTAGE DRILLER ROCO SRL and recording of data contained in affidavit into the trade registry.
In support of request, documents were submitted as shown in the list of documents attached to incorporation request.
Based on assessment of aforesaid documents, THE DELEGATED JUDGE, asserting that legal requirements concerning the setup of commercial companies are met, as per art. 1, 2 and 6 in Government Emergency Ordinance 116/2009, as per provisions in Law 31/1990 republished, as amended and supplemented, in Law 26/1990 republished, amended and supplemented as well as in Law 359/2004 amended and supplemented, shall admit this request for authorization of incorporation of VANTAGE DRILLER ROCO SRL, the incorporation thereof and recording of data contained in affidavit into the trade registry.
FOR THESE REASONS IN THE NAME OF LAW DECIDES
Admits the incorporation request as submitted by attorney ANCA MARIA SERBAN TANASOIU LAURENTIU and, therefore:
Authorizes the setup and orders incorporation into the trade registry of VANTAGE DRILLER ROCO SRL, as follows:
Head-offices are located in Bucharest, 1st sector, 51 Banul Andronache str., room 9,1st floor
The main activity field: NACE code:
642 - Activities of holding companies Main activity:
6420 - Activities of holding companies
Secondary activities as per art. 5.2 in Articles of Association submitted to Trade Registry Office:
Share capital: type of capital: 100% private and foreign, total share capital: 200 RON, paid up in full, capital payment date: 28.08.2013, total shares: 20 shares, 10 RON each, total foreign contribution amount: 200.0 RON
3

Shareholders:
1. VANTAGE HOLDINGS CYPRUS ODC LIMITED, sole shareholder, head-offices in Cyprus, NICOSIA, 1097, 2 DIAGOROU ERA HOUSE, 10th floor; Incorporation document: no.: 288980; date: 17.06.2011; issuer: COMPANY REGISTRAR; total share capital: 200 RON, paid up in full, capital payment date: 28.08.2013, total shares: 20 shares, 10 RON each, participation to benefits: 100%, participation to losses: 100%.
Director:
1. RONALD J. NELSON, domiciled in Singapore, THE GRANGE, 249633 GRANGE GARDEN #18-02; powers given: binds the company individually; appointment date: 29.08.2013, duration: limited; 1 year; date of mandate expiration: 29.08.2014.
2. ZECHE IONUŢ - CĂTĂLIN, domiciled in Bucharest, 6th sector, 2 LUJERULUI Str., building 22C, entrance D, 9th floor, room 175; powers given: binds the company only together with RONALD J. NELSON; appointment date: 29.08.2013, tip duration: limited; 1 year; date of mandate expiration: 29.08.2014.
Company duration: unlimited;
Decides recording into the trade registry of data included in affidavit.
Decides publication into Official Gazette of Romania, Part IV, of an excerpt hereof.
Duly enforceable.
With right of complaint, within 15 days, at Bucharest Law Court as per art. 6 paragraph (3)-(5) in Government Emergency Ordinance 116/2009.
Delivered in session dated: 29.08.2013
Delegated Judge Pitiş Roxana Maria [seal / signature]
Edited by: SMD 3 copies [signature]
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I, the undersigned, BUZOIANU NICOLAE, a Registered Translator authorized by the Ministry of Justice by License No. 22339, hereby certify the accuracy of the present translation that was prepared by me after a document in Romanian. In witness thereof, I have hereunto set my hand and seal.
Registered Translator,
4

Exhibit T3B.16

Exhibit T3B.16 ARTICLES OF ASSOCIATION OF THE LIMITED LIABILITY COMPANY VANTAGE DRILLER ROCO S.R.L. -updated version - In accordance with the provisions of Law no. 31/1990 as subsequently amended, as well as other applicable regulations, VANTAGE HOLDINGS CYPRUS ODC LIMITED, a company organized and existing under the laws of Cyprus, having its registered office at 2 Diagorou Era House, 10th floor, 1097, Nicosia, Cyprus, registered with Registrar of Companies under number 288980 of 17.06.2011, duly represented by Ciucă Cristina Ioana, as attorney, decided to incorporate a limited liability company in Romania, herein after referred to as the “Company”, in accordance with the terms and conditions set out herein: CHAPTER I NAME, TYPE OF COMPANY, HEAD-OFFICE, DURATION AND COMPANY’S OBJECTS Art. l. Name of the Company 1.1. The name of the Company is VANTAGE DRILLER ROCO S.R.L. as per the name reservation no. 296158/02.08.2013 issued by the Ministry of Justice - Trade Registry Office near Bucharest Tribunal, on 02.08.2013. 1.2. The name, type of company, headquarters, registration number, sole registration code and the share capital shall appear on any invoice, proposal, order, tariff-related document, prospectus and any such other document issued by the Company and employed thereby in the course of business. Excluded from this rule shall be the fiscal receipts issued by electronic cash registers including the entries required by the relevant laws. Art. 2. Type of the Company 2.1 The Company is registered as a limited liability company (S.R.L.), having as sole shareholder the company HOLDINGS CYPRUS ODC LIMITED, hereinafter referred to as the “Sole Shareholder”. 1

Art. 3. Head-office of the Company 3.1. The head-office of the Company shall be located in Bucharest, 1st District, 17 Dumitru Florescu Street, 2nd floor, room 15, Romania. 3.2. The location of the Company’s head-office may be changed by Sole Shareholder decision. 3.3. The Company may establish or close down branches, offices or working units and may acquire participation rights in new and/or existent companies by Sole Shareholder decision, in Romania or abroad. Art. 4. Duration of the Company 4.1 The Company shall function on an unlimited period of time as of the date of its registration with the Trade Registry Office. Art. 5. Company’s objects The Company’s main field of activity consists in “renting and leasing of other machinery, equipment and tangible goods” (NACE Domain code 773). The Company’s main business object consists in “renting and leasing of other machinery, equipment and tangible goods n.e.c.” (NACE Code 7739). 5.1 The Company may also carry out the following secondary activities: NACE Code 0910 – Support activities for petroleum and natural gas extraction; NACE Code 4614 – Agents involved in the sale of machinery, industrial equipment, ships and aircraft; NACE Code 4618 – Agents specialised in the sale of other particular products; NACE Code 4619 – Agents involved in the sale of a variety of goods; NACE Code 4669 – Wholesale of other machinery and equipment; NACE Code 5020 – Sea and coastal freight water transport; NACE Code 5210 – Warehousing and storage; NACE Code 5222 – Sea freight water transport auxiliary activities; NACE Code 5224 – Handling; NACE Code 6399 – Other information service activities not elsewhere classified; NACE Code 6420 – Activities of holding companies; NACE Code 6492 – Other credit granting (activities without professional character); NACE Code 6810 – Buying and selling of own real estate; NACE Code 6820 – Renting and operating of own or leased real estate; NACE Code 7010 – Activities of head offices; NACE Code 7022 – Business and other management consultancy activities; 2

NACE Code 7320 – Market research and public opinion polling; NACE Code 7490 – Other professional, scientific and technical activities n.e.c.; NACE Code 7734 – Renting and leasing of water transport equipment; NACE Code 8299 – Other business support service activities n.e.c.; 5.2 The business objects mentioned above may be changed in accordance with legal provisions, by decision of the Sole Shareholder. 5.3 The Company may perform the activities described in this article directly or through its subsidiaries, branches, working units and/or other secondary units in Romania or in other country. CHAPTER II SHARE CAPITAL Art. 6. Company’s share capital 6.1. The Company’s subscribed share capital amounts to RON 3,258,971,090 (three billion two hundred fifty-eight million nine hundred seventy-one thousand ninety RON). 6.2. The share capital is fully paid up in cash by the Sole Shareholder. 6.3. The share capital is divided into 325,897,109 (three hundred twenty-five million eight hundred ninety-seven thousand one hundred nine) shares, having a nominal value of RON 10 each, the structure of the share capital being the following: VANTAGE HOLDINGS CYPRUS ODC LIMITED holds 325,897,109 (three hundred twenty-five million eight hundred ninety-seven thousand one hundred nine) shares, having a nominal value of RON 10 each and an aggregate value of RON 3,258,971,090 (three billion two hundred fifty-eight million nine hundred seventy-one thousand ninety RON), representing 100% of the Company’s share capital. Art. 7. The Company’s shares 7.1. The Company’s shares may not be represented by negotiable instruments. 7.2. Upon Sole Shareholder’s express request, the Company shall issue ownership certificates over the shares, which will not constitute negotiable instruments. 3

Art. 8. Rights and obligations of the Sole Shareholder in relation to the shares 8.1. Each share confers upon its holder equal rights to the profit and equal liability for the losses. 8.2. The Company’s obligations shall be secured only with Company’s assets and the Sole Shareholder shall be liable up to and within the limits of the subscribed share capital. 8.3. Throughout the Company’s duration, the Sole Shareholder’s creditors may satisfy their claims only from the relevant Sole Shareholder’s share of the profits as per the financial statements and after the dissolution of the Company, they may satisfy their claims over the share granted to the Sole Shareholder after the Company’s liquidation. Art. 9. Increase and decrease of share capital 9.1. The share capital of the Company may be increased or decreased in accordance with the legal provisions in force, by Sole Shareholder Decision. 9.2. The share capital may be increased by issuance of new shares or by increase of the nominal value of the existent shares, in exchange of cash and/or in kind contributions. 9.3. Likewise, new shares may be issued through the incorporation of the reserves (except for legal reserves and other reserves barred by the law from being used to increase the share capital), as well as the benefits or share premiums or by setting off certain, due and payable receivables from the Company against the Company’s shares. 9.4. The share capital of the Company may be decreased by any of the following means: (i) reduction of the number of existing shares; (ii) decrease of the nominal value of existing shares. 9.5. Likewise, Company’s share capital may be decreased by any other means provided under the law, by observing the legal applicable provisions. 9.6. The share capital decrease may not take place before the passing of 2 (two) months from the Decision of the Sole Shareholder being published in the Official Gazette, Part IV and it may performed only by observing the minimum share capital provided under the law. Sole Shareholder Decision approving the share capital decrease shall expressly state the grounds for the reduction and the method therefore. Art. 10. Transfer of shares 10.1. The shares issued by the Company shall not be divisible. The Company shall acknowledge only one holder for each share. 4

10.2. The Sole Shareholder is able to transfer the shares in accordance with the provisions of Law and the conditions set out hereunder. 10.3. Any share transfer shall be registered in the Shareholders’ Registry and to the competent Trade Registry. The share transfer shall be effective towards third parties only after its registration with the Trade Registry conducted in accordance with the provisions of the Law. CHAPTER III THE SOLE SHAREHOLDER Art. 11. Sole Shareholder’s attributions 11.1. For the period the Company has a Sole Shareholder, the Sole Shareholder has the rights and obligations which, under the law, are attributable to the General Meeting of Shareholders. 11.2. The Sole Shareholder shall have the following main powers: (i) to approve the Company’s financial statements and to decide upon the distribution of Company’s net profit; (ii) to set up the data and the method of dividend payment; (iii) to approve the strategies, management and development policies of the Company; (iv) to approve the Company’s annual income and expenditure budget; (v) to appoint the Directors and censors, or by case the internal auditor, to set their remuneration or to revoke them; (vi) to discuss and approve the management report of the Company’s Directors and the inventory relief of the Directors (by case); (vii) to decide upon claiming in court the Director(s) and censors or, by case the internal auditor, for any damages caused to the Company, and appoint the person due to appear in court as plaintiff on behalf of the Company; (viii) to approve the appointment and revocation of the financial auditor, as well as the minimum duration of the financial audit agreement (if the case); 5

(ix) to approve the establishment or closing down of subsidiaries, branches, working units and/or other secondary units in Romania or in other country; (x) to approve the acquisition of any interests in existing or newly incorporated companies; (xi) to approve the change of the Company’s legal type; (xii) to approve change of the Company’s head-office; (xiii) to approve the change of the Company’s business object; (xiv) to approve the Company’s share capital increase; (xv) to approve the Company’s share capital decrease; (xvi) to approve the reinstatement of the Company’s share capital; (xvii) to decide upon accepting new shareholders and upon their participation to the Company’s share capital; (xviii) to approve the transfer of the Company’s shares; (xix) to approve the merger and division of the Company; (xx) to approve the dissolution of the Company; (xxi) to decide upon any other changes to the Company’s Articles of Association; (xxii) to take any other decision which, under the law and these Articles of Association, falls under the competency of the Sole Shareholder. CHAPTER IV COMPANY’S MANAGEMENT Art. 12. Directors 12.1 The Company shall be managed by 2 (two) directors (hereinafter referred collectively to as the “Directors” and individually to as the “Director”), appointed by the Sole Shareholder, without restrictions as regards their citizenship or nationality, who will ensure the management of the Company. 12.2 The mandate of each Director shall be unlimited, with the possibility of being prolonged or renewed under Sole Shareholder’s decision. 6

12.3 The Directors appointed under these Articles of Association, are the following: RONALD J. NELSON, an American citizen, born on 20th August 1954, in Illinois USA, domiciled at The Grange, 3 Grange Garden #18-02 Singapore 249633, holder of passport no. 488061226, issued by United States Department of State on 20th July 2012 and valid until 19th July 2022, personal identification number G5125012K; VASILE GEORG1ANA, a citizen of Romania, born on 31.05.1982 in Odobesti, Vrancea county, Romania, domiciled at Bucharest, 1st District, 29 Oinei Street, 2nd floor, app. no. 9, Romania, holder of the identity card series RX, no. 469013, issued by SPCEP Sector 1, on 03.04.2014, valid until 31.05.2024, PIN 2820531393783. 12.4 The Directors will ensure the management of the Company and will have bank signature right as well as the authority to fully engage the Company, in any contractual and/or commercial relationship on the basis of the powers granted and observing the decisions of the Sole Shareholder as follows: - RONALD J. NELSON WILL ENGAGE THE COMPANY INDIVIDUALLY, WHILE VASILE GEEORGIANA WILL ENGAGE THE COMPANY ONLY JOINTLY WITH RONALD J. NELSON 12.5 The Directors may represent the Company towards third parties and may delegate to any person deemed appropriate, part of their attributions (including those relating to the representation and engagement of the Company towards third parties as well as those relating to the current activity of the Company and the investment decisions of the Company), case in which the Directors will determine the limits of the competencies of the person empowered in this respect and will supervise the carrying out by the delegated person of the transferred attributions, being held liable for the acts and actions of the person delegated by them. 12.6 The Directors are responsible for the management of the Company and the observance of this Articles of Association and of the decisions of the Sole Shareholder. Art. 13. Powers and duties of the Directors 13.1 The Directors shall be responsible for the management of the Company and shall carry out any business activities falling within the Company’s objects provided herein subject to specific restrictions and / or authorization requirements provided under these Articles of Association of the Company and / or the decisions of the Sole Shareholders of the Company. 7

13.2 The main powers and duties of the Directors shall be: (i) to prepare the strategies, management and development policies of the Company and to submit them for Sole Shareholder’s approval; (ii) to prepare the annual financial statements and the income and expenditure budget of the Company and the management report of the Directors, and to submit them for Sole Shareholder’s approval; (iii) to approve the opening and / or closing of Company’s bank accounts; (iv) to set out the organizational structure of the Company; (v) to appoint and dismiss any staff members of the Company, and to agree upon the terms and conditions of their individual employment agreements, the level of their salaries and bonuses; (vi) to keep the registries, accountant ledgers and/or any other documents that the Company is under the obligation to prepare and to keep in accordance with the applicable law; (vii) to implement the changes brought to the Company’s Articles of Association; (viii) to observe and ensure the fulfilment of Sole Shareholder’s decisions; (ix) to exercise any other powers and to perform any acts and actions in relation to the management of the Company which the law and these Articles of Association impose and which are not specifically entrusted to the Sole Shareholder. 13.3 The Directors represent the Company towards any third parties and in court. 13.4 The Directors shall be held liable towards the Company, in accordance with the Romanian law, for the non-observance of the applicable legal provisions, the provisions of these Articles of Association as well as the decisions of the Sole Shareholder. CHAPTER V CONTROL OF THE COMPANY Art. 14. Control of the Company 14.1 Control of the Company’s management shall be exercised by the Sole Shareholder, except for the case where the Company is audited. In this latter case, the Company shall 8

contract specialized financial audit services by entering into an external financial audit agreement. 14.2 The Sole Shareholder may decide upon the performance of the control by financial auditors even for the case where the Company does not fall under the legal audit obligation. CHAPTER VI COMPANY’S ACTIVITY Art. 15. Financial year 15.1 The financial year starts on 1 January and ends on 31 December every year. The first financial year starts on the date of the Company being duly registered with the Trade Registry and ends on 31 December of the same year. Art. 16. Financial statements 16.1 The Directors shall prepare the Company’s financial statements in accordance with the law. 16.2 Within 15 (fifteen) days as of the Sole Shareholder approving the financial statements of the Company, the financial statements shall be submitted to the public competent authorities. Such financial statements shall be accompanied by the management report and the financial auditor report (if necessary). Art. 17. Company’s reserve funds 17.1 At least 5% per year of the Company’s profit shall be set aside as statutory reserve. The setting aside of Company profit for reserves shall cease upon the statutory reserve reaching one fifth of the Company’s share capital. 17.2 In case the Company’s reserves fall below one fifth of the Company’s share capital, such reserves shall be replenished in accordance with the provisions of Article 17.1 above. Art. 18. Company’s registries 17.1 The Company shall keep, through the Directors, the following registers: a) Accounting registers, according to the law; b) Shareholders’ Registry; c) Registry of the decisions of the Sole Shareholder; d) All other mandatory registers as per the law. 9

CHAPTER VII CHANGE IN THE TYPE OF COMPANY, DISSOLUTION AND LIQUIDATION Art. 19. Change in the type of Company 19.1 The Company may change its type by Decision of the Sole Shareholder. Art. 20. Company dissolution 20.1 The Company shall be dissolved as per the law. 20.2 Dissolution of the Company shall occur in any of the following situations: (i) failure to fulfil the Company’s objects; (ii) annulment of the Company; (iii) decision of the Sole Shareholder; (iv) Company’s bankruptcy; (v) any other reasons regulated by law. 20.3 The dissolution of the Company shall be registered with the Trade Registry and published in the Romanian Official Gazette. Art. 21. Company’s liquidation 21.1 The Company’s dissolution leads to the initiation of the liquidation procedure (unless provided otherwise by the law), which shall be conducted in accordance with the law. These Articles of Association has been signed today, 25 May 2015, in Bucharest, in 4 (four) original counterparts. Sole Shareholder VANTAGE HOLDINGS CYPRUS ODC LIMITED By Ciuc Oristina Ioana As attorney 10

Exhibit T3A.17

MC-281095
Certificate of Incorporation on Change of Name
I DO HEREBY CERTIFY that
Vantage Drilling Gabon
having by Special resolution dated 9th day of December Two Thousand Thirteen changed its name, is now incorporated under name of
Vantage Drilling Africa
Given under my hand and Seal at George Town in the Island of Grand Cayman this 10th day of December Two Thousand Thirteen
An Authorised Officer, Registry of Companies, Cayman Islands.
Authorisation Code : 298979871787 www.verify.gov.ky
10 December 2013

Exhibit T3B.17

Registrar of Companies
Government Administration Building 133 Elgin Avenue George Town Grand Cayman
Vantage Drilling Gabon (ROC #281095) (the “Company”)
TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 9 December 2013, the following special resolutions were passed: THAT the name of the Company is changed from “Vantage Drilling Gabon” to “Vantage Drilling Africa”; and THAT the Memorandum and Articles of Association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association annexed hereto.
Robyn McLauchlan Corporate Administrator for and on behalf of Maples Corporate Services Limited Dated this 10th day of December 2013

THE COMPANIES LAW (2013 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
VANTAGE DRILLING AFRICA
(ADOPTED BY SPECIAL RESOLUTION PASSED ON 9 DECEMBER 2013)

THE COMPANIES LAW (2013 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
VANTAGE DRILLING AFRICA
(ADOPTED BY SPECIAL RESOLUTION PASSED ON 9 DECEMBER 2013)
1 The name of the Company is Vantage Drilling Africa.
2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.
3 The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
4 The liability of each Member is limited to the amount unpaid on such Member’s shares.
5 The share capital of the Company is US$50,000 divided into 50,000 shares of a par value of US$1.00 each.
6 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
7 Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings given to them in the Articles of Association of the Company.

THE COMPANIES LAW (2013 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
VANTAGE DRILLING AFRICA
(ADOPTED BY SPECIAL RESOLUTION PASSED ON 9 DECEMBER 2013)
1 Interpretation
1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is
something in the subject or context inconsistent therewith:
“Articles”
means these articles of association of the Company.
“Auditor”
means the person for the time being performing the duties of auditor of the Company (if any).
“Company”
means the above named company.
“Directors”
means the directors for the time being of the Company.
“Dividend”
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
“Electronic Record”
has the same meaning as in the Electronic Transactions Law.
“Electronic Transactions Law”
means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.
“Member”
has the same meaning as in the Statute.
“Memorandum”
means the memorandum of association of the Company.
“Ordinary Resolution”
means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the

Articles.
“Register of Members”
means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
“Registered Office”
means the registered office for the time being of the Company.
“Seal”
means the common seal of the Company and includes every duplicate seal.
“Share”
means a share in the Company and includes a fraction of a share in the Company.
“Special Resolution”
has the same meaning as in the Statute, and includes a unanimous written resolution.
“Statute”
means the Companies Law (2013 Revision) of the Cayman Islands.
“Subscriber”
means the subscriber to the Memorandum.
“Treasury Share”
means a Share held in the name of the Company as a treasury share in accordance with the Statute.
1.2 In the Articles:
(a) words importing the singular number include the plural number and vice versa;
(b) words importing the masculine gender include the feminine gender;
(c) words importing persons include corporations as well as any other legal or natural person;
(d) “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
(e) “shall” shall be construed as imperative and “may” shall be construed as permissive;
(f) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;
(g) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h) the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in

others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires); (i) headings are inserted for reference only and shall be ignored in construing the Articles; (j) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record; (k) any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law; (l) sections 8 and 19(3) of the Electronic Transactions Law shall not apply; (m) the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and (n) the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.
2 Commencement of Business
2.1 The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.
2.2 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
3 Issue of Shares
3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights. Notwithstanding the foregoing, the Subscriber shall have the power to:
(a) issue one Share to itself;
(b) transfer that Share by an instrument of transfer to any person; and
(c) update the Register of Members in respect of the issue and transfer of that Share.

3.2 The Company shall not issue Shares to bearer.
4 Register of Members
4.1 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
4.2 The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.
5 Closing Register of Members or Fixing Record Date
5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.
5.2 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.
5.3 If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.
6 Certificates for Shares
6.1 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

6.2 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
6.3 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
6.4 Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
7 Transfer of Shares
7.1 Subject to Article 3.1, Shares are transferable subject to the consent of the Directors who may, in their absolute discretion, decline to register any transfer of Shares without giving any reason. If the Directors refuse to register a transfer they shall notify the transferee within two months of such refusal.
7.2 The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.
7.3 Notwithstanding anything contained in these Articles, the Directors shall not decline to register any transfer of shares where such transfer is executed pursuant to, or for the purpose of enforcing, any security which has been granted over such shares, and a certificate by the party to whom such security has been granted that the transfer was so executed shall be conclusive evidence of such fact.
8 Redemption, Repurchase and Surrender of Shares
8.1 Subject to the provisions of the Statute the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the Shares.
8.2 Subject to the provisions of the Statute, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.
8.3 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.
8.4 The Directors may accept the surrender for no consideration of any fully paid Share.

9 Treasury Shares
9.1 The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.
9.2 The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).
10 Variation of Rights of Shares
10.1 If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class, or with the sanction of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class.
For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.
10.2 For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.
10.3 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.
11 Commission on Sale of Shares
The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.
12 Non Recognition of Trusts
The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise

provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.
13 Lien on Shares
13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.
13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.
13.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.
13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.
13.5 Notwithstanding any other provision of these Articles, in the case of any share which is the subject of any security agreement approved by the Directors by, or pursuant to which, a security interest, mortgage, charge or other encumbrance has been granted in respect of such share, (i) the Company shall not have any lien on any such share for any monies (whether presently payable or not) payable at a fixed time or called in respect of any such share, (ii) subject always to their Director’s duties under Cayman Islands law, the Directors of the Company may not refuse to declare, and if requested to do so by any holder or the secured party under any such security agreement, may declare any such share to be exempt from any lien provisions provided for in Articles 13.1 to 13.4 and (iii) the provisions of Articles 13.1 to 13.4 inclusive shall not apply to any such share.

14 Call on Shares
14.1 Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
14.2 A call shall be deemed to have been made at the time when the resolution of the Directors
authorising such call was passed.
14.3 The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. 14.4 If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.
14.5 An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.
14.6 The Directors may issue Shares with different terms as to the amount and times of payment of
calls, or the interest to be paid.
14.7 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
14.8 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.
15 Forfeiture of Shares
15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

15.2 If the notice is not complied with, any Share in respect of which it was given may, before the
payment required by the notice has been made, be forfeited by a resolution of the Directors.
Such forfeiture shall include all Dividends, other distributions or other monies payable in respect
of the forfeited Share and not paid before the forfeiture.
15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.
15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.
15.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.
15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.
16 Transmission of Shares
16.1 If a Member dies the survivor or survivors (where he was a joint holder) or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.
16.2 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be.

16.3 A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
17 Amendments of Memorandum and Articles of Association and Alteration of Capital
17.1 The Company may by Ordinary Resolution:
(a) increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine; (b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; (c) convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination; (d) by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and (e) cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
17.2 All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.
17.3 Subject to the provisions of the Statute and the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:
(a) change its name;
(b) alter or add to the Articles;

(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and (d) reduce its share capital or any capital redemption reserve fund.
18 Offices and Places of Business
Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.
19 General Meetings
19.1 All general meetings other than annual general meetings shall be called extraordinary general
meetings.
19.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented.
19.3 The Directors may call general meetings, and they shall on a Members’ requisition forthwith
proceed to convene an extraordinary general meeting of the Company.
19.4 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than ten per cent. in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company.
19.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
19.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period.
19.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same
manner as nearly as possible as that in which general meetings are to be convened by Directors.

20 Notice of General Meetings
20.1 At least five clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: (a) in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and (b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety five per cent. in par value of the Shares giving that right.
20.2 The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
21 Proceedings at General Meetings
21.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy.
21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.
21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.
21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present

within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.
21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.
21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting.
21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
21.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
21.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll.
21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
21.11 The demand for a poll may be withdrawn.
21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.
21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.
22 Votes of Members
22.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which he is the holder.
22.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.
22.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
22.4 No person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.
22.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive.
22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of
a corporation or other non-natural person by its duly authorised representative or proxy). A
Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.
22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.

23 Proxies
23.1 The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member.
23.2 The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote.
23.3 The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.
23.4 The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
23.5 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.
24 Corporate Members
Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

25 Shares that May Not be Voted
Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.
26 Directors
There shall be a board of Directors consisting of not less than one person (exclusive of alternate Directors) provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the Subscriber.
27 Powers of Directors
27.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. 27.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.
27.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
27.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.
28 Appointment and Removal of Directors
28.1 The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.
28.2 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

29 Vacation of Office of Director
The office of a Director shall be vacated if:
(a) the Director gives notice in writing to the Company that he resigns the office of Director; or (b) the Director absents himself (for the avoidance of doubt, without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or (c) the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or (d) the Director is found to be or becomes of unsound mind; or (e) all of the other Directors (being not less than two in number) determine that he should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.
30 Proceedings of Directors
30.1 The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum.
30.2 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.
30.3 A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.
30.4 A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign

such resolution both on behalf of his appointer and in his capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.
30.5 A Director or alternate Director may, or other officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.
30.6 The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
30.7 The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.
30.8 All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
30.9 A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.
31 Presumption of Assent
A Director or alternate Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director or alternate Director who voted in favour of such action.

32 Directors’ Interests
32.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
32.2 A Director or alternate Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.
32.3 A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.
32.4 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.
32.5 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.
33 Minutes
The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors or alternate Directors present at each meeting.
34 Delegation of Directors’ Powers
34.1 The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director

shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
34.2 The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
34.3 The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.
34.4 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.
34.5 The Directors may appoint such officers of the Company (including, for the avoidance of doubt and without limitation, any secretary) as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer of the Company may be removed by resolution of the Directors or Members. An officer of the Company may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.
35 Alternate Directors
35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.
35.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, to sign any

written resolution of the Directors, and generally to perform all the functions of his appointor as a Director in his absence.
35.3 An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.
35.4 Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.
35.5 Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.
36 No Minimum Shareholding
The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.
37 Remuneration of Directors
37.1 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.
37.2 The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.
38 Seal
38.1 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer of the Company or other person appointed by the Directors for the purpose.
38.2 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

38.3 A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
39 Dividends, Distributions and Reserve
39.1 Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by the Statute.
39.2 Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
39.3 The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise. 39.4 The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.
39.5 Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met. 39.6 The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
39.7 Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address

as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.
39.8 No Dividend or other distribution shall bear interest against the Company.
39.9 Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.
40 Capitalisation
The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.
41 Books of Account
41.1 The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
41.2 The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a

Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
41.3 The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
42 Audit
42.1 The Directors may appoint an Auditor of the Company who shall hold office on such terms as the
Directors determine.
42.2 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.
42.3 Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.
43 Notices
43.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent by airmail.
43.2 Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

43.3 A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 43.4 Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.
44 Winding Up
44.1 If the Company shall be wound up the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up: (a) if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or (b) if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
44.2 If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the sanction of a Special Resolution of the Company and any other sanction required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

45 Indemnity and Insurance
45.1 Every Director and officer of the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former officer of the Company (each an “Indemnified Person”) shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.
45.2 The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.
45.3 The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.
46 Financial Year
Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.
47 Transfer by Way of Continuation
If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

48 Mergers and Consolidations
The Company shall, with the approval of a Special Resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Statute), upon such terms as the Directors may determine.

Exhibit T3A.20

Exhibit T3A.20
Uittreksel Handelsregister Kamer van Koophandel
KvK-nummer 34332280 Deze inschrijving valt onder beheer van Kamer van Koophandel Amsterdam
Pagina 1 (van 2)
Rechtspersoon
RSIN 820583996
Rechtsvorm Besloten Vennootschap
Statutaire naam Vantage Drilling Netherlands B.V.
Statutaire zetel Amsterdam
Eerste inschrijving handelsregister 26-03-2009
Datum akte van oprichting 26-03-2009
Geplaatst kapitaal EUR 18.000,00
Gestort kapitaal EUR 18.000,00
Deponering jaarstuk De jaarrekening over boekjaar 2012 is gedeponeerd op 17-05-2013.
Onderneming
Handelsnaam Vantage Drilling Netherlands B.V.
Startdatum onderneming 26-03-2009
Activiteiten SBI-code: 6420—Financiele holdings
Werkzame personen 0
Vestiging
Vestigingsnummer 000017143187
Handelsnaam Vantage Drilling Netherlands B.V.
Bezoekadres Herikerbergweg 238, Luna ArenA, 1101CM Amsterdam Zuidoost
Postadres Postbus 23393, 1100DW Amsterdam Zuidoost
Telefoonnummer 0205755600
Faxnummer 0206730016
Datum vestiging 26-03-2009
Activiteiten SBI-code: 6420—Financiële holdings Houdster- en financieringsmaatschappij
Werkzame personen 0
Enig aandeelhouder
Naam Vantage Holding Hungary Kft
Bezoekadres Wesselenyi utca 16,1077 Budapest, Hongarije
Ingeschreven in Fövárosi Bíróság mint cegbíróság
Budapest, Hongarije
onder nummer 01-09-913549/4
Enig aandeelhouder sedert 26-03-2009
Bestuurders
Naam Ibrahim, Linda Jovana
Geboortedatum en -plaats 04-12-1970, Texas, Verenigde Staten van Amerika
Datum in functie 10-05-2011 (datum registratie: 10-05-2011)
Titel
Directeur A
Waarmerk
KvK
Een gewaarmerkt uittreksel is een officieel bewijs van inschrijving in het Handelsregister. Een papieren gewaarmerkt uittreksel is ondertekend, voorzien van een microtekst en uv-logo gedrukt op ‘optisch dood’ papier. Een digitaal gewaarmerkt uittreksel is ondertekend met een verifieerbare digitale handtekening.
Waarmerk
KvK

Uittreksel Handelsregister Kamer van Koophandel
KvK-nummer 34332280
Pagina 2 (van 2)
Bevoegdheid Gezamenlijk bevoegd (met andere bestuurder(s), zie statuten)
Naam
Geboortedatum en -plaats
Datum in functie
Titel
Bevoegdheid Görtzen, Myrthe Marie Louise
07-12-1974, Amsterdam
14-06-2013 (datum registratie: 01-07-2013)
Directeur B
Gezamenlijk bevoegd (met andere bestuurder(s), zie statuten)
Naam
Geboortedatum en -plaats
Datum in functie
Titel
Bevoegdheid van der Eerden, Joost Marcel 06-11-1981, Weert
14-06-2013 (datum registratie: 01-07-2013)
Directeur B
Gezamenlijk bevoegd (met andere bestuurder(s), zie statuten)
Amsterdam, 17-07-2013. Uittreksel is vervaardigd om 09.47 uur. Voor uittreksel
N. Snijders, Plv. Directeur
Een gewaarmerkt uittreksel is een officieel bewijs van inschrijving in het Handelsregister. Een papieren gewaarmerkt uittreksel is ondertekend, voorzien van een microtekst en uv-logo gedrukt op ‘optisch dood’ papier. Een digitaal gewaarmerkt uittreksel is ondertekend met een verifieerbare digitale handtekening.

The Netherlands Chamber of Commerce Commercial Register extract
Commercial Register No. 34332280 This registration is administrated by the Chamber of Commerce for Amsterdam
Page 1 (of 2)
Legal entity
RSIN 820583996
Legal form Private Limited Liability Company (Besloten Vennootschap)
Statutory name Vantage Drilling Netherlands B.V.
Corporate seat Amsterdam
First entry in Commercial Register 26-03-2009
Date of deed of incorporation 26-03-2009
Issued capital EUR 18.000,00
Paid-up capital EUR 18.000,00
Filing of the annual accounts The annual accounts forthe financial year 2012 were filed on 17-05-2013.
Company
Trade name Vantage Drilling Netherlands B.V.
Company start date 26-03-2009
Activities SBI-code: 6420—Financial holdings
Employees 0
Establishment
Establishment number 000017143187
Trade name Vantage Drilling Netherlands B.V.
Visiting address Herikerbergweg 238, Luna ArenA, 1101CM Amsterdam Zuidoost
Postal address Postbus 23393,1100DW Amsterdam Zuidoost
Telephone number 0205755600
Fax number 0206730016
Date of incorporation 26-03-2009
Activities SBI-code: 6420—Financial holdings
For further information on activities, see Dutch extract.
Employees 0
Sole shareholder
Name Vantage Holding Hungary Kft
Visiting address Wesselenyi utca 16,1077 Budapest, Hungary
Registered in Fövárosi Bíróság mint cegbíróság
Budapest, Hungary
under number 01-09-913549/4
Sole shareholder since 26-03-2009
Board members
Name Ibrahim, Linda Jovana
Date and place of birth 04-12-1970, Texas, United States of America
Date of entry i nto office 10-05-2011 (registration date: 10-05-2011)
Title
Directeur A
Waarmerk
KvK
A certified extract is an official proof of registration in the Commercial Register. Certified extracts issued on paper are signed and contain a microtext and UV logo printed on ‘optically dull’ paper. Certified extracts issued in digital form are signed with a verifiable digital signature.

The Netherlands Chamber of Commerce Commercial Register extract
Commercial Register No. 34332280
Page 2 (of 2)
Powers Authorised jointly (with other board member(s), see articles)
Name Gortzen, Myrthe Marie Louise
Date and place of birth 07-12-1974, Amsterdam
Date of entry into office 14-06-2013 (registration date: 01-07-2013)
Title Directeur B
Powers Authorised jointly (with other board member(s), see articles)
Name van der Eerden, joost Marcel
Date and place of birth 06-11-1981, Weert
Date of entry into office 14-06-2013 (registration date: 01-07-2013)
Title Directeur B
Powers Authorised jointly (with other board member(s), see articles)
Amsterdam, 17-07-2013. Extract was made at 09.48 hours.
For extract
N. Snijders, Plv. Directeur
A certified extract is an official proof of registration in the Commercial Register. Certified extracts issued on paper are signed and contain a microtext and UV logo printed on ‘optically dull’ paper. Certified extracts issued in digital form are signed with a verifiable digital signature.

Exhibit T3B.21

Exhibit T3B.21
DEED OF FOUNDATION
Deed of Foundation of Vantage Holding Hungary Korlátolt Felelösségü Társaság
(Vantage Holding Hungary Limited Liability Company; hereinafter referred to as the “Company”) in accordance with Act No. V of 2013 on the Civil Code (“Civil Code”) and other laws pertaining to business associations, in a unified structure with the modifications to the corporate data of the Company resolved upon by the Founder on 14 September 2015. The latest amendments and updates are underlined herein:
1. CHAPTER C ORPORATE NAME AND REGISTERED SEAT OF THE C OMPANY
1.1. Legal form of the Company:
Limited Liability Company
1.2. The corporate name and abbreviated corporate name of the Company:
Vantage Holding Hungary Korlatolt Felelossegu Tarsasag /
Vantage Holding Hungary Kft.
1.3. The English language corporate name and abbreviated corporate name of the Company:
Vantage Holding Hungary Limited Liability Company /
Vantage Holding Hungary Ltd.
1.4. The registered seat of the Company:
H-1077 Budapest, Wesselenyi u. 16., 3rd floor
The Company’s seat also serves as the Company’s central place of administration.
2. CHAPTER
T HE ACTIVITIES OF THE C OMPANY
2.1. The main business activity and other business activities of the Company and their corresponding codes (according to the Standard Sector Classification System of Activities effective as of 1 January 2008):
The main business activity of the Company:
64.20’08 Activities of holding companies Other business activities of the Company:
64.92’08 Other credit granting
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64.99’08 Other financial service activities, except insurance and pension funding, not elsewhere classified
2.2. The Company can only start performing those activities that are subject to official licenses upon receipt of the required licenses and such official licenses must be published by the Company at the latest simoultaneously with the commencement of the relevant activities.
2.3. The scope of “Other financial service activities elsewhere not classified” and “Other credit granting” covers only granting credit outside of the banking system and within this scope is limited to liquidity management between a parent company and its subsidiary (group financing). Carrying out this activity according to 5.§ (2), 6.§ (1), 11. and 6.§ (1), 40. b) of Act No. CCXXXVII of 2013 on Credit Institutions and Financial Enterprises – hereinafter referred to as “CIFE” – does not require a license by the National Bank of Hungary (in Hungarian: Magyar Nemzeti Bank).
3. CHAPTER T HE F OUNDER OF THE C OMPANY
3.1. The Founder of the Company is:
Vantage Drilling Company
C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands MC199127
4. CHAPTER O PERATION OF THE C OMPANY , F INANCIAL YEAR
4.1. The Company is established for an unlimited period of time.
4.2. The financial year of the Company will be equal to the calendar year.
5. CHAPTER T HE R EGISTERED C APITAL OF THE C OMPANY
5.1. Registered capital
The registered capital of the Company is USD 15,000 that is fifteen thousand United States dollars, which consists entirely of cash contribution.
5.2. Contribution to the registered capital of the Founder
The Founder’s contribution to the registered capital is equal to the Company’s registered capital.
Name:
Registered seat:
Registration number:
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5.4. Auxilliary services
The Founder is not obliged to perform any auxiliary services.
5.5. Additional payments
The Founder is not obliged to perform any additional payments.
5.6. Accounting
The Company’s books are kept in United States dollars, according to the provisions set forth in Section 24, subsection 3 of Act No. V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings (hereinafter referred to as the “Company Registration Act”) and Section 20, subsection 4 of the Act No. C of 2000 on Accounting (hereinafter referred to as the “Accounting Act”).
6. CHAPTER T HE Q UOTA
6.1. The quota embodies the whole of rights and obligations arising in connection with the capital contribution. The quota shall come to existence upon the company’s registration. The quotas of members shall be consistent with their respective capital contributions. Identical membership rights shall be attached to equivalent quotas.
6.2. As long as the Company is a one member limited liablity company, it may not acquire its own quota.
6.3. The quota of the Company may only be divided in the event of transfer and legal succession of the terminated member. The provisions relating to the minimum amount of the quota shall be applied also if the quota is divided.
6.4. If by divison of the quota or increasing of the registered capital, new members join the Company and accordingly the Company becomes a multi-member company, the members are obliged to amend the Deed of Foundation to an Articles of Association.
7. CHAPTER R IGHTS OF THE F OUNDER
7.1. The Founder may decide upon the following matters in its exclusive jurisdiction:
a) approval of the annual report prepared to the Act No. C of 2000 on accounting (hereinafter: the “Accounting Act”);
b) decision to pay dividends and interim dividends;
c) order and repayment of supplementary capital contributions;
d) election and removal of the Managing Directors and the establishing of their remuneration;
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e) election and removal of the members of the Supervisory Board and the establishing of their remuneration;
f) election and removal of the auditor and the establishing of its remuneration;
g) enforcement of claims vis-á-vis Managing Directors, Supervisory Board members or the auditor;
h) ordering the examination of the Company’s annual report, management and financial operations by an auditor;
i) adopting a decision for the creation of a recognized group of companies and for the contests of the draft control contract, approval of the draft version of the control contract;
j) decision on termination without succession of transformation, merger and division of the Company;
k) amendment of the Deed of Foundation;
1) adopting a decision of the increase or reduction of the initial capital;
m) approval of contracts which are concluded between the Company and its own member, Managing Director, Supervisory Board member, its appointed auditor, key management employee or their close relatives.
7.2. The Founder shall resolve in writing about the matters falling into its jurisdiction and the Founder’s decisions shall become effective when communicated to the
Company’s management
8. CHAPTER M ANAGEMENT OF THE C OMPANY
8.1. The management
The Managing directors manage the operations of and represent the Company vis- á-vis third persons, furthermore in front of the courts and other authorities. All activities that do not fall into the exclusive jurisdiction of the Founder and are not prohibited by law shall fall into the Managing Directors’ competence. This includes in particular the following:
a) forming and managing the work organisation of the Company;
b) preparing the annual budget and business plan of the Company and presenting it to the Founder for approval;
c) keeping the business books of the Company;
d) preparing recommendations for the Company’s annual report prepared to the Accounting Act, dividing the profit and payment of dividend, and presenting it to the Member for approval;
e) keeping the member’s list;
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f) establishing the internal rules of the Company.
8.2. Details of Managing Directors:
The Company has two Managing Directors:
Name: Linda Jovana Ibrahim
Mother’s maiden name: Maria Consuelo Bustamante
Address: 12006 Water Edge Place. Houston Texas 77041.
United States of America
Passport No.: 136089123
Name: Krisztina Zsuzsanna Tóthné Balogh
Mother’s maiden name: Erzsébet Matók
Address: 1165 Budapest
Papír utca 37.
ID No.: 084338KA
The Managing Directors have been appointed for an indefinite period.
This Deed of Foundation allows the Managing Directors of the Company to be executive officers of other business associations pursuing the activities that are the same as those of the Company.
8.3. Procuration
The proper signature of the Company will be carried out in such manner that Managing Director Linda Jovana Ibrahim shall sign her name jointly with Managing Director Krisztina Zsuzsanna Tóthné Balogh, to the prescribed, stamped or printed name of the Company.
8.4. Representation of the Company
The Managing Directors represent the Company before third parties, courts and any other authorities jointly in accordance with Section 8.3 of this Deed of Foundation. Krisztina Zsuzsanna Tóthné Balogh exercises the employer’s rights with respect to the employees of the Company.
8.5. Procuration and representation right of employees
The Managing Directors may grant limited procuration and representation rights regarding a particular group of matters to the Company’s employees. The employees of the Company, who are vested with such procuration and representation right, can sign on behalf of the Company jointly with any of the Managing Directors.
8.6. Modification of the Deed of Foundation
The Founder authorizes the Managing Directors of the Company to resolve upon the modification of the Company’s seat, places of business and branches, the scope of the Company’s business activities—exclusive of the Company’s main business activity—, further, to amend the Company’s Deed of Foundation according to the above modifications.

9. CHAPTER Auditor of the Company
9.1. The auditor of the Company is:
Name: Equity Audit Könyvvizsgáló es Tanácsadó
Korlátolt Felelösségü Társaság
Registered seat: H-1038 Budapest, Óbor utca 2., I. em. 3.
Registration number: 01-09-714228
Auditor permit number: 001565
9.2. The auditor appointed by Equity Audit Könyvvizsgáló és Tanácsadó Korlátolt Felelösségü Társaság is:
Name: Zsolt Harmat
Mother’s maiden name: Ernesztina Ortner
Address: H-1038 Budapest, Óbor utca 2. I. em. 3.
Auditor permit number: 003391
9.3. The mandate of the auditor will last until the day on which the Company’s annual financial statements for 2015 are approved, but at the latest until May 31, 2016. The auditor may be re-elected, and its mandate can be extended.
10. CHAPTER Payment of Dividend and Interim dividend
10.1. Payment of dividend
The Company may effect any disbursement from its own funds to the Founder, with regard to the Founder’s membership in the Company, during the Company’s existence solely in the cases defined in the Companies Act and only if the conditions set out in the Accounting Act are satisfied – with the exception of the reduction of the registered capital – from the taxed profit for the current year, or from the taxed profit supplemented with available profit reserves from the current year. No disbursement can be made if the Company’s equity capital – adjusted in accordance with the Accounting Act – is below the Company’s registered capital or it would be reduced to below the registered capital if the payment was made.
Any disbursement made in contradiction with the above, shall be repaid to the Company, if the Company is able to proove that the Founder has acted in bad faith in connection with the payment of the dividend.
10.2. Payment of interim dividend
The Founder may resolve on the payment of interim dividend between the approval of two consecutive annual reports prepared according to the Accounting Act if:
a) according to the interim balance sheet prepared for this purpose according to the Accounting Act, the Company has sufficient funds to cover such interim dividend, on condition that such payment does not exceed the amount of
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profits earned after the closing of the books of the financial year to which the last annual report pertains, calculated in accordance with the Accounting Act, or the amount supplemented with the available profit reserves and the payment of such interim dividend does not result in the Company’s equity capital - adjusted in accordance with the Accounting Act - to drop below its registered capital; and
b) if the Founder agrees to repay the interim dividend in the event of any subsequent reason arising with a view to the Civil Code and the Section no. 10.1 of this Deed of Foundation in the annual report prepared according to the Accounting Act on account of which no dividend can be legally paid.
10.3. Dividends, interim dividends or any reduction of the Company’s capital may be paid by the Company to the Founder either in cash or as in-kind disbursements.
11. CHAPTER Termination of the Company
11.1. Termination of the Company
The Company shall be terminated without legal successor, if:
(a) The Founder resolves the termination of the Company without legal successor;
(b) the Court of Registry terminates the Company on the grounds determined in the Company Registration Act;
(c) it is required by law.
The Company shall be terminated with legal successor in case of the Company’s transformation. The Company shall be terminated upon de-registration from the Company Register.
11.2. Distribution of assets
In the event of termination without legal successor, the assets of the Company shall be transferred to the Founder.
12. CHAPTER
Miscellaneous and closing provisions
12.1. Governing Law
In matters not regulated by this Deed of Foundation, the provisions of the Civil Code and other rules concerning business associations shall be applied.

12.2. Language
This Deed of Foundation is executed in both the Hungarian and English language. In case of any discrepancies between the English and Hungarian versions, the Hungarian version shall prevail.
* * * * *
In accordance with section (3) 51 of the Company Registration Act, the countersignature below also certifies that the complete text of the Deed of Foundation in a unified structure with the latest modification has the amendment incorporated, based on the Resolutions of the Member dated 14 September 2015.
Dr. Zoltán Várszegi
Attorney-at-Law
Réti, Antall és Társai
Ügyvédi Iroda
Dr. Várszegi Zoltán
H-1055 Budapest, Bajesy-Zsilinszky ut 78.
Postacim: 1443 Budapest, pf. 245.
T: (+36-1) 461 9888, F: (+36-1) 461 9898 014.
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Exhibit T3E.1

Dated: December 2, 2015

THIS SOLICITATION OF VOTES (THE “ SOLICITATION ”) IS BEING CONDUCTED TO OBTAIN SUFFICIENT ACCEPTANCES OF THE PLAN (AS DEFINED HEREIN) BEFORE THE FILING OF VOLUNTARY REORGANIZATION CASES UNDER CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE (THE “ BANKRUPTCY CODE ”). BECAUSE THE CHAPTER 11 CASES HAVE NOT YET BEEN COMMENCED, THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT AS CONTAINING ADEQUATE INFORMATION WITHIN THE MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE. FOLLOWING THE COMMENCEMENT OF THE CHAPTER 11 CASES, THE DEBTORS EXPECT TO SEEK PROMPTLY ORDERS OF THE BANKRUPTCY COURT (i) APPROVING THIS DISCLOSURE STATEMENT AS CONTAINING ADEQUATE INFORMATION, (ii) APPROVING THE SOLICITATION OF VOTES AS BEING IN COMPLIANCE WITH SECTIONS 1125 AND 1126(b) OF THE BANKRUPTCY CODE, AND (iii) CONFIRMING THE PLAN.

DISCLOSURE STATEMENT, DATED DECEMBER 2, 2015

Solicitation of Votes on the

Plan of Reorganization of

OFFSHORE GROUP INVESTMENT LIMITED, ET AL.

from the holders of outstanding

REVOLVING CREDIT FACILITY CLAIMS

2017 SECURED TERM LOAN CLAIMS

2019 SECURED TERM LOAN CLAIMS

7.5% SECURED NOTES CLAIMS

7.125% SECURED NOTES CLAIMS

EXISTING OGIL INTERESTS

HOLDERS OF CLAIMS SHOULD NOT CONSTRUE THE CONTENTS OF THIS DISCLOSURE STATEMENT AS PROVIDING ANY LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE AND SHOULD CONSULT WITH THEIR OWN ADVISERS BEFORE CASTING A VOTE WITH RESPECT TO THE PLAN.

THE ISSUANCE OF AND THE DISTRIBUTION UNDER THE PLAN OF THE NEW SECURED CONVERTIBLE PIK NOTES, THE SUBSCRIPTION RIGHTS (INCLUDING THE NEW SECOND LIEN NOTES ISSUED PURSUANT TO THE EXERCISE THEREOF IN THE RIGHTS OFFERING), AND THE NEW COMMON SHARES ISSUED TO HOLDERS OF ALLOWED SECURED DEBT CLAIMS AND THE ISSUANCE OF NEW COMMON SHARES UPON THE CONVERSION OF THE NEW SECURED CONVERTIBLE PIK NOTES SHALL BE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) AND ANY OTHER APPLICABLE SECURITIES LAWS PURSUANT TO SECTION 1145 OF THE BANKRUPTCY CODE. THESE SECURITIES MAY BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR OTHER FEDERAL SECURITIES LAWS PURSUANT TO THE EXEMPTION PROVIDED BY SECTION 4(A)(1) OF THE SECURITIES ACT, UNLESS THE HOLDER IS AN “UNDERWRITER” WITH RESPECT TO SUCH SECURITIES, AS THAT TERM IS DEFINED IN SECTION 1145(B) OF THE BANKRUPTCY CODE. IN ADDITION, SUCH SECTION 1145 EXEMPT SECURITIES GENERALLY MAY BE RESOLD WITHOUT REGISTRATION UNDER STATE SECURITIES LAWS PURSUANT TO VARIOUS EXEMPTIONS PROVIDED BY THE RESPECTIVE LAWS OF THE SEVERAL STATES.

THE AVAILABILITY OF THE EXEMPTION UNDER SECTION 1145 OF THE BANKRUPTCY CODE OR ANY OTHER APPLICABLE SECURITIES LAWS SHALL NOT BE A CONDITION TO THE OCCURRENCE OF THE EFFECTIVE DATE.

THE ISSUANCE AND SALE, AS APPLICABLE, OF THE NEW SECOND LIEN NOTES TO THE BACKSTOP PARTIES (AS DEFINED HEREIN) UNDER THE BACKSTOP AGREEMENT (AS DEFINED HEREIN) (INCLUDING THE NEW SECOND LIEN NOTES COMPRISING THE BACKSTOP COMMITMENT PREMIUM (AS DEFINED HEREIN)) IS BEING MADE IN RELIANCE ON THE EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 4(A)(2) OF THE SECURITIES ACT AND REGULATION D THEREUNDER. SUCH SECURITIES WILL BE CONSIDERED “RESTRICTED SECURITIES” AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT, SUCH AS, UNDER CERTAIN CONDITIONS, THE RESALE PROVISIONS OF RULE 144 OF THE SECURITIES ACT.

THE NEW SECURED CONVERTIBLE PIK NOTES, THE NEW COMMON SHARES, THE NEW COMMON SHARES TO BE ISSUED UPON THE CONVERSION OF THE NEW SECURED CONVERTIBLE PIK NOTES, AND THE NEW SECOND LIEN NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “ SEC ”) OR BY ANY STATE SECURITIES COMMISSION OR SIMILAR PUBLIC, GOVERNMENTAL, OR REGULATORY AUTHORITY, AND NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY SUCH AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT OR UPON THE MERITS OF THE PLAN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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CERTAIN STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING STATEMENTS INCORPORATED BY REFERENCE, PROJECTED FINANCIAL INFORMATION, AND OTHER FORWARD-LOOKING STATEMENTS, ARE BASED ON ESTIMATES AND ASSUMPTIONS. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES. FORWARD-LOOKING STATEMENTS ARE PROVIDED IN THIS DISCLOSURE STATEMENT PURSUANT TO THE SAFE HARBOR ESTABLISHED UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND SHOULD BE EVALUATED IN THE CONTEXT OF THE ESTIMATES, ASSUMPTIONS, UNCERTAINTIES, AND RISKS DESCRIBED HEREIN.

FURTHER, READERS ARE CAUTIONED THAT ANY FORWARD-LOOKING STATEMENTS HEREIN ARE BASED ON ASSUMPTIONS THAT ARE BELIEVED TO BE REASONABLE, BUT ARE SUBJECT TO A WIDE RANGE OF RISKS IDENTIFIED IN THIS DISCLOSURE STATEMENT. DUE TO THESE UNCERTAINTIES, READERS CANNOT BE ASSURED THAT ANY FORWARD-LOOKING STATEMENTS WILL PROVE TO BE CORRECT. THE DEBTORS ARE UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIM ANY OBLIGATION TO) UPDATE OR ALTER ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE, UNLESS INSTRUCTED TO DO SO BY THE BANKRUPTCY COURT.

HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS WILL NOT BE IMPAIRED BY THE PLAN AND, AS A RESULT, THE RIGHT TO RECEIVE PAYMENT IN FULL ON ACCOUNT OF EXISTING OBLIGATIONS IS NOT ALTERED BY THE PLAN. DURING THE CHAPTER 11 CASES, THE DEBTORS INTEND TO OPERATE THEIR BUSINESSES IN THE ORDINARY COURSE AND WILL SEEK AUTHORIZATION FROM THE BANKRUPTCY COURT TO MAKE PAYMENT IN FULL ON A TIMELY BASIS TO ALL TRADE CREDITORS, CUSTOMERS, AND EMPLOYEES OF ALL AMOUNTS DUE PRIOR TO AND DURING THE CHAPTER 11 CASES.

NO INDEPENDENT AUDITOR OR ACCOUNTANT HAS REVIEWED OR APPROVED THE FINANCIAL PROJECTIONS OR THE LIQUIDATION ANALYSIS HEREIN.

THE DEBTORS HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, IN CONNECTION WITH THE PLAN OR THIS DISCLOSURE STATEMENT.

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED. THE TERMS OF THE PLAN GOVERN IN THE EVENT OF ANY INCONSISTENCY WITH THE SUMMARIES IN THIS DISCLOSURE STATEMENT.

THE INFORMATION IN THIS DISCLOSURE STATEMENT IS BEING PROVIDED SOLELY FOR PURPOSES OF VOTING TO ACCEPT OR REJECT THE PLAN OR OBJECTING TO CONFIRMATION. NOTHING IN THIS DISCLOSURE STATEMENT MAY BE USED BY ANY PARTY FOR ANY OTHER PURPOSE.

ALL EXHIBITS TO THE DISCLOSURE STATEMENT ARE INCORPORATED INTO AND ARE A PART OF THIS DISCLOSURE STATEMENT AS IF SET FORTH IN FULL HEREIN.

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