3

A.—B,

tuent meeting is authorized to add to and change the accompanying statute supplement [that is, the one corresponding to the proclamation of the Imperial Chancellor] as may seem necessary for the purpose of entry on the trade register, and these changes are binding for all shareholders. Should, however, the assistance of the State, subject to the mentioned conditions, not be granted in the given term, up to the Ist of May, then the contract of the Deutsche See Handels-G-esellschaft expires on this date, and the Company ceases to exist. In conformity with the legal requirements, trustees will then be appointed, and after liquidating all activa and settling the passiva, will distribute the proceeds amongst the shareholders within the legally-appointed term. Supplements. Offer of the German Trade and Plantation Company of the South Sen, Islands, at Hamburg, of the 26th December, 1879. We offer hereby to sell to the now-forming Deutsche See Handels-G-esellschaft all our lands and plantations on Samoa and other South Sea islands, the business carried on by our party at Apia, on Samoa, with all establishments and belongings, and produce and goods, stock, and all outstandingdebts, subject to the following conditions : — Article 1. The transfer is based upon the specification contained in our balance-sheet of 31st December, 1879, subject to any alterations that may Imve taken place up to the date of transfer. Article 2. After ascertaining the value, which' each party is to do separately, the purchase price of each to-be-transferred object is to be fixed by committee composed of three persons, namely,—(l.) The representative of the Imperial Chancellor; (2.) The plenipotentiary of the Deutsche See Handels-G-esellschaft ; (3.) The plenipotentiary of our Company. This committee decides by majority of votes: should this not bo obtainable, then the vote of the representative of the Chancellor decides. We agree to the purchase price which the Committee will fix for the divers objects. Article 3, The Deutsche See Handels-Gesellschaft will only take over those passiva of the German Trade and Plantation Company which will be deemed inseparable from the management of the business by the Committee mentioned in Article 2. Article 4. The Deutsche See Handels-Gesellschaft must give us the decision of acceptance or refusal of our offer by the Ist May, 18S0, at the latest: this right is, however, only conceded on the the condition that, immediately after the forming of the Company, a payment of 1,200,000 marks be made, for which all our lands and plantations on Samoa and other South Sea islands, our other real estate and establishments there, with all belongings, will be handed over as guarantee in such a form as may be appointed. Article 5. In the case of timely acceptance of our offer, the immediate transfer of the whole of our enterprise will take place, for which the Deutsche See Handels-Gesellschaft will have to pay the arranged price, after deducting any passiva which, according to Article 3, have to be taken over ; also, (according to Article 4,) the already-paid amount and 5 per cent, interest for the year. Should the price for certain objects not yet be settled, the Deutsche See Handels-Gesellschaft is entitled to make part payments for the same. Article 6. The Deutsche See Haudels-Gesellschaft has the right of offering us shares of the nominal value of 2,000,000 marks at par in payment, the exercise of which right must be notified to us with the acceptance of our offer, at the latest, by the Ist May, 1880. In case of our taking over shares, the amount to be deducted from our remaining claims. Article 7. The Deutsche See Handels-Gesellschaft takes over our lease, rent, supply, and labour contracts, and also other similar engagements entered into in our working of the business, after having made terms with us for the transfer. If the parties cannot come to terms, the conditions of the transfer will be definitely arranged by the (according to Article 2) appointed Committee. The engagement of our officials and servants must be a matter of mutual arrangement. Article S. Should the Deutsche See Handeis-Gesellschaft refuse the transfer of our enterprise, we we are bound to return the payment of 1,200,000 marks, with 5 per cent, interest for the year, at the latest by the Ist October, 1880, in return for which the free disposal of our property is to be given back to us. The Deutsche See Handels-Gesellschaft has to appoint the form in which this engagement is to be drawn up. Proclamation of the Imperial Chancellor. —Varzin, Ist January, 1.880. 1. Should the balance profit not be sufficient to distribute a dividend of 4^ per cent, on the paid-in [foundation] capital, the shareholders will receive out of the guarantee granted by the State a contribution raising the interest to 4J per cent, of the paid-in capital, with the restriction, however, that the yearly guarantee of the State does not exceed 300,000 marks, or, if the paid-in capital is less than 10,00"b,b00 marks, not exceed 3 per cent, of the paid-in capital. 2. The guarantee of the State commences with the year 1880, and is calculated in proportion to the time for those payments which have been paid in to the foundation capital in the course of a business year. 3. The State undertakes the responsibility to hand over, in time for payment to the shareholders on the Ist of August, the requisite guarantee amount resulting from the balance-sheet of the preceding year, ending the 31st December. The guarantee amount is only handed over as a contribution to the dividend to be paid yearly to the shareholders, so that the contribution is for the benefit of the shareholders, and not for that of the Company. 4. The guarantee of the State will be granted for twenty years, commencing with 1880, up to and including 1899 ; it ceases, however, before this period if it has not been applied for during a period of five years. 5. The Company must pay back to the State all advanced contributions, free of interest, and must for this purpose, anduntil the debt is cleared off, after first deducting 10 per cent, for the formation of a reserve fund and a dividend of 4£ per cent, on the paid-in capital from the balance profit, make use of the half of the remaining profit before a distribution of dividend, or the payment of a tantieme to the Board of Directors, can take place.