Draft of the Articles

and Memorandum

of Association

- English translation -

Please note that the following draft of the amend-ment of Logwin‘s Articles and Memorandum ofAssociation has to be approved by theExtraordinary Annual General Meeting which willtake place on April 14, 2010 and will then have tobe validated by a notary public.

Logwin AG Board of Directors

This is the translation of the German original version of the Articles and Memorandum ofAssociation (‘Satzung’)

Company Name – Registered Office -

Duration – Company Purpose

Article 1The name of the stock company (Société Anonyme) isLogwin AG.

Article 2The Company has its registered office in Grevenmacher. Ifextraordinary political, economic or social events jeopardisethe business activities at the Company’s registered officeor between the registered office and persons abroad, thenthe registered office may be temporarily relocated abroaduntil such time as normal conditions are fully restored.Such temporary measures will have no effect, however, onthe nationality of the Company, which will remain aLuxembourg company. Any such temporary relocation ofthe registered office must be disclosed to third parties bythose Company’s governing bodies, which are best suitedunder the given circumstances to make this disclosure.

Article 3The Company is formed for an unlimited duration.

Article 4The purpose of the Company is the acquisition of participa-ting interests – in whichever form – in domestic andforeign companies, which are engaged primarily in thebusiness of logistics, information technology, health careand all business areas which support these Company pur-poses, and the administration, management and disposalof such participating interests, and the execution of allother forms of investment. The Company may acquire anyand all types of securities and cash investments, whetherthrough capital contribution, subscription, call options orpurchase, and may otherwise sell such securities andinvestments, and the Company may also administer, moni-tor and support these forms of investments. The Companymay participate in the formation and management of busi-

ness and industrial operations, may issue bonds, may grantthe companies in which it holds interests any type of assis -tance, loan, advance or security, and may issue promissorynotes or other forms of debt acknowledgement.

In addition, the Company may enter into any and all trans-actions in connection with the purchase and sale, manage-ment and leasing of developed or undeveloped real propertyand other operational equipment of whatever nature. TheCompany may engage in any transactions, which involvepersonal or real property and which are of a financial, indu-strial or commercial nature, if such transactions are directlyor indirectly related to its company purposes.

Share Capital - Shares

Article 51 | The Company’s registered (subscribed) capital equals100,000,000 EUR (“One hundred million euros”). It is divided into 111,474,987 (“One hundred and eleven millionfour hundred and seventy-four thousand nine hundred andeighty-seven”) no-par shares which are fully paid up.

2 | In addition to the subscribed capital in paragraph 1 ofthis article, the Company has authorized capital totalling100,000,000 EUR (“One hundred million euros”) dividedinto a further 111,474,987 (“One hundred and eleven mil-lion four hundred and seventy-four thousand nine hundredand eighty-seven”) no-par shares which are fully paid up.

3 | The Board of Directors is authorized until March 31,2015 to increase the Company’s registered capital by issu-ing on one or more occasions up to 111,474,987 (“Onehundred and eleven million four hundred and seventy-fourthousand nine hundred and eighty-seven”) new no-parbearer shares with or without an issue premium (“primed’émission”) in exchange for cash and/or non-cash capitalcontributions.

Shareholders have no pre-emptive rights on such capitalincreases. The provisions of paragraph 5 apply with respectto capital increases made in exchange for cash contributions.

4 | The Board of Directors is authorized to stipulate thefurther content of rights under the shares and the termsand conditions of the share issue. The Board of Directorsmay also issue convertible bonds and stipulate their condi-tions.

5 | With respect to the new shares issued pursuant to theauthorized capital, the statutory pre-emptive right has beenexcluded. With respect to the new shares issued inexchange for cash contributions, the issue price may notbe significantly below the stock market price unless theBoard of Directors issues the shares in accordance withthe normal pre-emptive rights provided for in law.

6 | The General Shareholders’ Meeting may resolve toincrease or decrease the registered capital and the author-ized capital. The voting at the General Shareholders’Meeting is subject to the same terms and conditions asthose applicable for adopting amendments to the Articlesand Memorandum of Association. In the event that there isa capital increase from the Company’s own funds, theauthorized capital will be increased in the same proportionas the registered capital.

7 | The Company may repurchase its own shares in accor-dance with the provisions of the law.

8 | In the event of capital increases, the dividend rightsunder the new shares may be different than the dividendrights under the previously issued shares.

Article 61 | The Company’s shares are issued as bearer shares orregistered shares. Bearer shares exist only as global certifi-cates, deposited with a central depositary. The sharehol-ders have no right to demand that individual shares be cer-tificated or issued.

2 | Each shareholder may demand the conversion of sharesinto registered shares pursuant to Article 43 of the Act ofAugust 10, 1915.

After the shares have been converted into registered shares,these shares may no longer be traded on the Frankfurtstock exchange. If a shareholder who holds registered sha-res wishes to trade these shares on the Frankfurt stockexchange, then it is first necessary to convert the sharesback into bearer shares. These costs must be borne by theshareholder.

Article 7If a share is held by two or more persons, then such per-sons may exercise the rights under the share only througha joint representative.

Management - Supervision

Article 81 | The Company shall be managed by a Board ofDirectors, which is composed of at least three memberswho need not be shareholders. The members of the Boardof Directors are appointed by the General Shareholders’Meeting for a term of office that cannot exceed six years.They may be removed by the General Shareholders’ Meetingat any time. Each member of the Board of Directors may bereappointed repeatedly.

2 | The Board of Directors has any and all powers toapprove all administrative and management actions in theinterests of the Company. To carry out the Company’s dailymanagerial affairs, the Board of Directors shall appoint anexecutive committee (referred to hereinafter as the“Executive Committee”), which will be made up of at leasttwo persons. If no Executive Committee is appointed, thenthe Board of Directors is obliged to carry out theCompany’s day-to-day business affairs.

3 | If the members of the Board of Directors are alsomembers of the Executive Committee, then the appoint-ment requires the prior approval of the GeneralShareholders’ Meeting. Any such members of the Board ofDirectors are also referred to as “executive members of theBoard of Directors”.

4 | The Board of Directors shall appoint from amongst itsmembers a chairman and a deputy chairman. In the absence of the chairman, the deputy chairman or, if neces-sary, a member designated by the Board of Directors, shallperform the chairman’s tasks.

The chairman of the Board of Directors is authorised toschedule and conduct meetings with the ExecutiveCommittee or individual members of the ExecutiveCommittee at any time.

5 | The Board of Directors may form committees, specifi-cally an Audit Committee and an Appointments andRemuneration Committee, which will be entrusted withspecific duties and which may also be composed of per-sons who are not members of the Board of Directors. TheBoard of Directors shall determine the composition of eachcommittee. Provided they are not executive members ofthe Board of Directors, the chairman of the Board ofDirectors and his deputy are automatic members of theAudit Committee. Furthermore, the chairman of the Boardof Directors, provided he is not an executive member of theBoard of Directors, is an automatic member of theAppointments and Remuneration Committee.

6 | The Board of Directors has the power to stipulate thespecific tasks of the Executive Committee and the individu-al committees. It also approves the procedures, which willbe used in the Executive Committee and the individualcommittees.

7 | If a member of the Board of Directors (including theexecutive members of the Board of Directors) resigns orotherwise leaves his or her position before the end of his

or her term of office, then the remaining members may fillthe vacant office on an interim basis in accordance withthe provisions of the law. The final election will be conduc-ted by the shareholders at the next General Shareholders’Meeting.

Article 91 | Meetings of the Board of Directors should be convenedat least two times each calendar year, but additional mee-tings may be held as required in the interests of theCompany.

2 | Each member of the Board of Directors may call on thechairman to convene a meeting of the Board of Directors. Ifthe chairman of the Board of Directors does not thereuponconvene a meeting of the Board of Directors within threedays, then two members of the Board of Directors areauthorised to convene a meeting. A meeting is deemed tobe in compliance with the law even in the absence of awritten invitation, provided that all members of the Boardof Directors are present or represented.

3 | The Board of Directors has the authority to issue bin-ding resolutions (i.e., constitutes a quorum), only if a majo-rity of its members are present or represented. Membersof the Board of Directors, who are unable to attend themeeting, may provide written authorisation to anothermember of the Board of Directors to vote on their behalf.One member of the Board of Directors can represent morethan one other member of the Board of Directors.

4 | A resolution passed by the Board of Directors is requi-red on all fundamental decisions or on decisions havingmaterial financial significance for the Company or for anot-her enterprise in which the Company holds a participatinginterest, unless the management rules of procedure[Geschäftsordnung] delegate this decision to a committee.

The Board of Directors shall set forth in the managementrules of procedure a list of the Executive Committee trans-actions requiring the approval of the Board of Directors,

where such transactions reflect decisions having materialfinancial significance for the Company or for another enter-prise in which the Company holds a participating interest.

5 | Minutes must be kept as a record of the meetings andresolutions of the Board of Directors. They must be signedby the person who chairs the meeting and the personresponsible for taking the minutes. The minutes shall beapproved by the Board of Directors at the start of its nextBoard of Directors meeting. Copies or excerpts shall besigned by the chairman or two members of the Board ofDirectors.

Article 101 | Decisions of the Board of Directors are taken by a sim-ple majority of the votes cast. In case of a split vote, thechairman shall cast the deciding vote.

2 | In urgent cases, a written decision approved and sig-ned by all members of the Board of Directors has the samelegal validity as decisions approved at a meeting of theBoard of Directors. To this end, signatures may be placedon a single document or on multiple copies of an identicalresolution, and may be confirmed by letter, telefax, tele-gram or telex.

Article 111 | The Company’s day-to-day business affairs are mana-ged by the Executive Committee under the supervision ofthe Board of Directors. The Board of Directors shall decideon the signatory powers of the members of the ExecutiveCommittee.

2 | Furthermore, the Board of Directors shall decide onthe signatory powers of the members of the Board ofDirectors and/or any additional authorised agents in accor-dance with the powers of attorney granted to them.

3 | In addition, the Company will be legally obligated byvirtue of a joint signature from two members of the Boardof Directors, whereby one such signature must come from

the chairman, the deputy chairman or a non-executivemember of the Board of Directors.

Article 121 | A member of the Board of Directors who has interestsconflicting with those of the Company in a given matterawaiting the approval of the Board of Directors is obligedto promptly notify the Board of Directors of this situationand endeavour to have the conflict of interest entered inthe minutes. The member of the Board of Directors shallnot participate or vote on the resolution of the Board ofDirectors, to the extent that the conflict of interest is rela-ted to the matter which is the subject matter of the resolu-tion.

2 | Before the next General Shareholders’ Meeting voteson a matter, the Board of Directors must report on anyconflicts of interest that have arisen and on how they werehandled.

3 | In the event that a member of the Board of Directorsmust abstain from voting because of a conflict of interest,resolutions approved by a simple majority of the othermembers of the Board of Directors at such a meeting willbe deemed legally valid.

Article 13The Company’s business activities will be subject to reviewby one or more auditors appointed by the GeneralShareholders’ Meeting, which shall also determine theduration of their appointment. Auditors ending their termof office may be reelected in accordance with the provi-sions of the law.

Article 141 | Shareholders will be entitled to attend and vote at theGeneral Shareholders’ Meeting, only if they have registeredin writing (either in German, English or French) prior to theGeneral Shareholders’ Meeting and have proven to theCompany that they have the right to attend the meeting.The registration must be received by the Company at the

address listed in the invitation at least seven (7) days priorto the General Shareholders’ Meeting.

2 | The shareholders must prove that they have the rightto attend in the General Shareholders’ Meeting and to exer-cise their voting rights. This proof must be provided byhaving the custodian bank submit written evidence inGerman, English or French regarding the shareholding. Thiswritten evidence must show that the shares will be held inblocked accounts until the day following the GeneralShareholders’ Meeting. The evidence must be received bythe Company at the address communicated in the invita-tion at least five (5) days before the date of the GeneralShareholders’ Meeting.

3 | Admission tickets and voting ballots will be distributedto the persons entitled to attend.

4 | The voting may be conducted by an authorised agent(proxy). Powers of attorney, which the shareholders send tothe Company or a proxy appointed by it, may be grantedelectronically in a manner to be more specifically definedby the Company. Details concerning the granting of suchpowers of attorney will be disclosed in the invitation to theGeneral Shareholders’ Meeting.

Article 15The annual General Shareholders’ Meeting shall be held atthe registered office of the Com-pany or at another loca-tion in Luxembourg specified in the invitation on thesecond Wednesday of the month of April at 10:00 a.m.

If this day is a public holiday, then the General Share -holders’ Meeting shall take place at the same time on thenext complete business day.

Article 161 | The annual General Shareholders’ Meeting shallacknowledge the reports of the Board of Directors and theauditors, and shall adopt resolutions approving the annualaccounts of the Company and the Group, the amount of

the dividend payment, the ratification of the actions takenby members of the Board of Directors, and any other pro-posals that were validly submitted to it for resolution.

2 | Each share gives the shareholder the right to cast onevote.

3 | Each shareholder has the right to demand that thevoting be conducted in secret.

Article 17The General Shareholders’ Meeting may at any time amendthe Company’s Articles and Memorandum of Association,subject to statutory requirements as to voting and quorum.

Article 181 | The Board of Directors is responsible for calling ordina-ry and extraordinary General Shareholders’ Meetings andfor disclosing the meeting agenda in the relevant invitation.

2 | The Board of Directors must call a General Share -holders’ Meeting, if a written request for such a meeting issubmitted to the Board of Directors by shareholders representing at least one-fifth of the subscribed share capi-tal and such request also includes an agenda for the mee-ting.

Article 191 | The General Shareholders’ Meeting shall be presidedover by the chairman of the Board of Directors or, in hisabsence, by another member of the Board of Directors asdesignated by the Board of Directors.

2 | The General Shareholders’ Meeting shall from its midstelect two vote counters and a secretary, who will completethe administrative bureau for the General Shareholders’Meeting.

3 | The chairman of the meeting may approve the audiovi-sual transmission of the General Shareholders' Meetingusing electronic media in a manner to be more specifically

determined by him, provided that such measures areannounced in the invitation of the General Shareholders'Meeting.

4 | The chairman of the meeting shall determine the votingprocedure. He may decide on a sequence of agenda itemswhich is different than the sequence stipulated in the in-vitation. The chairman of the Board of Directors may placea reasonable durational limit on the question and discus-sion rights of the shareholders.

Article 201 | The minutes of the General Shareholders’ Meetingsshall be signed by the members of the administrative bure-au for the General Shareholders’ Meeting.

2 | Excerpts from the minutes of the General Share -holders' Meeting shall be signed by the chairman of theBoard of Directors or by another member of the Board ofDirectors.

Article 21The Company’s fiscal year shall be the calendar year.

Article 221 | Within three calendar months after the close of thefiscal year, the Board of Directors shall prepare the annualaccounts and the consolidated annual accounts in accor-dance with the provisions of the law.

2 | No later than one month before the annual GeneralShareholders’ Meeting, the Board of Directors shall presentfor inspection to the account auditors all documents rela-ted to the annual accounts and the consolidated annualaccounts together with its report and other documentsrequired by law, whereupon the auditors will present theirreport.

3 | The annual accounts and the consolidated annualaccounts, the reports of the Board of Directors and theauditors, and all documents required by law will be made

available for inspection by the shareholders during normaloffice hours at the Company’s registered office 15 daysbefore the scheduled date of the annual General Share -holders’ Meeting.

Article 231 | Dividends will be paid in accordance with the provi-sions of the law.

2 | The Board of Directors is authorised to pay preliminarydividends in accordance with the provisions of the law.

General Provisions

Article 24For all matters which are not stipulated in the presentArticles and Memorandum of Association, the provisions ofthe Act of 10 August 1915 (as amended) apply.

Logwin AG | Investor RelationsZIR Potaschberg | 5, an de Laengten | 6776 GrevenmacherLuxembourg

Phone: +352 71 96 90-1351 | Fax: +352 71 96 90-1359ir-info@logwin-logistics.com | www.logwin-logistics.com C.R. Luxembourg No. B 40.890WKN 931705 | ISIN LU 0106198319

You can find additional information about the company at www.logwin-logistics.com.