Company By-Laws

1. The name of the Company is Green Resources AS.

2. The Company’s business address is in Oslo.

3. The purpose of the company is to invest in financial and productive assets and to carry out production and consulting activities.

4. The company's share capital is NOK 253 956 415, divided in 253 956 415 freely transferable shares of NOK 1 each.

5. The board of directors is to consist of from 5 to 10 members. The board is elected for one year at time. The board members may be reelected. Any shareholder representing at least 20% of the shares can appoint a Director to the Board. At least half the members of the Board must be elected by the shareholders' meeting. There may be appointed or elected one personal substitute for a Director of the Board.  In case of a tie during votes among the members of the board of directors, the chairman is to have a double vote. The board of directors is to meet at least once per quarter. A board meeting is to be summoned with a minimum of 5 days written notice.

6. The chairman of the board and one member of the board jointly will sign for the company. The board may issue a limited power to sign ''prokura".

7. The company's shares are to be registered in VPS (Verdipapirsentralen).

8. The ordinary general meeting is to be held each year within the end of the month of December. Summons is to be sent in writing with 2 weeks notice. The summons is to specify the matters which are to be dealt with. The general meeting is to be chaired by the chairman of the board unless another leader of the meeting is elected. At the general meeting each share has one vote. Shareholders may be represented by written power of attorney.

9. At the ordinary general meeting the following matters shall be dealt with:

1.       The annual report of the board of directors.

2.       Adoption of profit and loss account and balance sheet.

3.       Decision concerning fees for members of the board and the auditor.

4.       Use of profits or covering of deficits according to the balance sheet and payment of dividends.

5.       Election of board and auditor if applicable.

6.       Other matters which according to law or by-laws are to be dealt with by the general meeting.

10. An extraordinary general meeting is to be held when the board finds this necessary or one shareholder who represents at least 10% of the share capital demands it. Summons of an extraordinary general meeting must be done with at least 8 days notice. At an extraordinary general meeting only the matters specified in the agenda included in the summons may be dealt with.

11. Green Resources AS' Board of Directors has the right to raise debt from development finance institutions, working capital loans and loans with duration of less than one year. Issuance of any other debt requires unanimous approval by the Board of Directors.

      Green Resources AS shall invest in countries in Southern Africa (SADC) and the East African Community (EAC). Any investment that represents more than 5% of the Company's invested capital in any one country outside of this region requires unanimous approval by the Board of Directors.

       Green Resources AS will manage its operations in accordance with the Forest Stewardship Council's Standards.

12. Anyone who becomes owner of more than 1/3 of the voting stock in the company has to give a mandatory bid for the remaining shares according to the regulations in "Verdipapirhandelloven". The same applies at the 40 and 50 % threshold and the bid requirements follow the law.

13. Documents regarding matters that shall be discussed at the general meeting, including documents where there is a statutory requirement to include or attach them to the notice of the general meeting, need not to be sent to the shareholder if the documents are made available at the company's internet website. A shareholder may nevertheless request to have sent documents regarding matters to be discussed at the general meeting.