Preview
FILED: NEW YORK COUNTY CLERK 06/26/2023 10:20 PM INDEX NO. 650710/2023
NYSCEF DOC. NO. 70 RECEIVED NYSCEF: 06/26/2023
EXHIBIT D
EXHIBIT D
FILED: NEW
FILED:
(FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 03/03/2023
03/03/2023 12:45
06/26/2023 12:45 PK
10:20 PM
PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 31
31
70 RECEIVED NYSCEF:
RECEIVED NYSCEF: 03/03/2023
03/03/2023
06/26/2023
13
EXHIBIT 13
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 03/03/2023
03/03/2023 12:45
06/26/2023 12:45 PM
10:20 PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 31
31
70 RECEIVED NYSCEF:
RECEIVED NYSCEF: 03/03/2023
03/03/2023
06/26/2023
PETER CARUAP4A&&CO
PETER CARUANA Co
BARRIS
BAREUS I IL
E RS&&S0IICI IORS
SOLICITORS
Suite 933, Europort,
Suite 933, Europo氏 Gibratar
Gibraltar
350 200
+350
十 200 65799
65799 // info@caruana.gi
info@caruaria习
Www 、caru3na习i
waw.caruana.gi
By email
By email and
and by
by hand
hand delivery
delivery
Triay Lawyers
Lawyers
28 Irish
28 Irish Town
Town
Gibraltar
Gibraltar
For the attention
For the attention of
of Alan Buchanan
Alan Buchanan
July 2021
2 July 2021
Dear Sirs,
Dear Sirs,
Ref: SNBNY Holdings
Ref: SNBNY Holdings Limited
Limited
We are instructed
We are instructed by
by SNBNY Holdings Limited
SNBNY Holdings (thee 'Company').
Limited（小
We refer
refer to
toyour
yourletters
lettersdated
dated7th
7thJune
June2021
2021and
and9th
9th June
June 2021 (toge出er "your letters")
2021 (together letters")
in which, among
among other things,
things, you
you request
request certain
certain information
information and documents
documents on
on
behalf of your
behalf your client,
client, Albert
Alberto oseph Safra ('AJS').
时Joseph
Your requests
Your requests for
for information
information
We
We acknowledge 出 at your letters are formulated
that formulated as
as requests,
requests, butbut they
they nevertheless
nevertheless
tend to
tend to convey
convey aa sense
sense of
of entitlement
entitlement on on AJS's
AJS's part
part to
to receive
receive the
the requested
requested
information and documents,
documents, and aa corresponding
corresponding obligation
obligation on on the Company's part
to provide
provide it.
it. These
These things are true
true only
only of
of some of what you request. In this letter we
clani the distinction
勿 the
clarify distinction between
between the
the two,
two,as
asthe
the Company
Companyseessees it.
it. If your client
If your considers
client considers
otherwise, please
please specify the
the legal
legal basis
basis on
on which
which he does
does so,
so, for
for our
our client's
client's further
further
consideration.
consideration.
In
In relation
relation toto that
that information
information and/or
and/or documents
documents which
which the
the Company
Company considers
considers that
that
isnot
AJS is not legally
legally entitled
entitled to
to receive,
receive, or
orthe
the Company
Company obliged
obliged toto provide,
provide, the
the directors
directors
will (in
will (in necessarily slower order)
necessarily slower order) consider, by reference
consider, by to the
reference to the Company's
Company's interests,
interests,
whether or
whether or not
not the
the Company
Company is is nevertheless
nevertheless minded
minded to
to provide
provide it.it. This may result inin
you receiving
you additional information
receiving additional information shortly.
shortly.
That said,
said, the
the Company
Company doesdoes not
not accept
accept that
that the
the requests
requestscan
can bebe justified
justified by
by reference
to your stated
to your statedreason,
reason,namely,
namely,"to
"toensure
ensurethat
thatLyourll
[your] client can adequately
client can adequately exercise his
exercise his
rights
rights and/or
and/or entitlements
entitlements with
with respect
respect totoSNUNY
SNBNY and/or
and/or itsits Subsidiaries,
Subsidiaries, both
both
pursuant toto the
theArticles
Articles of
of Association and/or any and
Association and/or and all
all applicable
applicable law".
law". Please
Please
丁卜elton.
The Hon. Sir PetorC,ru,no
Sir Peter CaruanaK.C.M. 众，Q.C
N.C. M.G., Q.0 Chrsto 的erAIIin
Christopher AllanLL.B
LLB (Hons)
(Huns) Pitrick Caruan
Patrick Caru,n 刁 LLB (Hans)
a LLB 峨 Hons)
PkU( ・ i ！「“ "J' ra.gi
peteu4caruana.gi chrisaiian@can.i口na.gi
chnis.allan&caruana.gi patriCk@cnrunn月 gi
patrick@caruana.gi
Geor口比nDobbsBA(Hons)
Georgina Dobbs BA (Hons) Ph山p Dumas
Philip Dumas BA
BA (Hans)
(Hcn5)
gnorgln&dobb 姻‘amana;gi
georgina.dobbs@candanali philip油inias@caruana.乡
philip.clumacgrcaruana,g1
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 03/03/2023
03/03/2023 12:45
06/26/2023 12:45 PM
10:20 PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 31
31
70 RECEIVED NYSCEF:
RECEIVED NYSCEF: 03/03/2023
03/03/2023
06/26/2023
PETER CARUANA &
PETER CARUANA & CO
CO
which such rights
specify (i) which rights your
your client
client claims
claims to
to enjoy and (ii)
enjoy and (ii) what
what provision
provision of the
of the
Articles or
Articles or the
the law
law support
support his
his contention
contention in
in that
that respect.
respect.
Each item requested
Each item requested is
is addressed
addressed below:
below:
上（二
1. Oinplete corporate
Complete corporate organisation
organisation c/ia 珠 indicating
chart, indicating all
all direct and
and indirect
indirect interests
interests held
held by
by
SN召 N丫 and by any one or more of its
SNBNY its subsidiaries
subsidiaries
The
The Company
Company is is not under
under an an obligation
obligation toto provide
provide AJSAJS with
with aa corporate
corporate
orgariisation
organisation chart.
chart. Nor
Nor is it obliged
is it obliged to
to indicate
indicate all direct and
all direct and indirect
indirect interests
interests held
held
by 出
by thee Company
Company save
save to
to the extent that
the extent that this
this information
information is required to
is required to be include氏
be included,
and is
and is included,
included, in the Company's balance
the Company's balance sheet and/or audited
sheet and/or audited reports,
reports, on
on which
which
see point
see point 55 below.
below.
2. All
2. All corporate acts and resolutions
resolutions of SNBN丫 and of
of SNBNY of each of its
its Subsidiaries
Subsidiaries performed
performed
over the last 4 years, include,
include, in
in particular
particular but
but without
without limitation
limitation toto the
the generality
generality ofof the
the
foregoing, resolution
resolution to
to create,
create, issue,
issue,reclassify,
reclassify,sub-divide,
sub-divide, consolidate,
consolidate, forfeit,
forfeit, cancel,
cancel,
surrender, purchase, transfer, transmit
purchase, transfer, transmit andlor
and/or 巧 sue shares whether
issue whether at at par
par at a premium
premium
and/or otherwise,
andlor otherwise, and
and to
to make and/or declare
make andlor declare distributions
distributions of whatsoever nature.
of whatsoever nature.
材 S is entitled
AJS entitled to inspect the minutes
minutes book
book of proceedings of any general
general meeting
meeting
of the Company. However, this does not extend
extend to
to the
the Company's
Company's subsidiaries.
subsidiaries.
should make arrangements
You should arrangementsfor
for such
such inspection
inspection with
with the
the Company
Company Secretary,
Secretary,
who will also agree to provide you with copies.
3. All documents
3. documents (including
(including memoranda
memoranda and/or
andlor articles
articles of
ofassociation,
association, shareholders'
shareholders'
agreemen 亡 and other similar/analogous documents, and
agreement and respective amendments, relating
respective amendments, relating
勿 voting rights;
to (i) voting rights; (ii)
(ii) conduct
conduct and
and management
managementof ofcompanies etc.; and
companies etc.; and (iii)
(iii) distributions
distributions
and/or
of profits andlor by SNBNY and each of its subsidiaries
subsidiaries
We enclose a copy of of the Company's
Company's Memorandum
Memorandum and and Articles
Articlesof
of Association.
Association.
AJS is not entitled to a copy of the same in
AJS is not entitled to a copy of the same in respect of the Company's subsidiaries.
of the Company's subsidiaries.
We
We confirm
confirm that
that there
there is
is no
noshareholders
shareholders agreement
agreement in place to which
讯 place which the
the
Company is privy.
Company
AJS does
AJS does not
not have
have any
any ri 沙t to
right to receive
receive information about the
information about the conduct
conduct and
and
management of the Company other than than toto such
such information
information as
as is
is provided
provided by
by
出 e Directors
the Directors to the
the shareholders
shareholders at at aa shareholders'
shareholders' meeting, and to
meeting, and to such
such
information
information as
as is
is disclosed in the
disclosed in the Directors'
Directors' report
report and/or
and/or financial statements
financial statements.
The distributions
distributions of
of profits
profits by
by the
the Company
Companywillwill be
be visible to 盯
visible to AJSS upon
upon inspection
of the shareholders' minutes
minutes and
and resolutions,
resolutions, however
however this
this will
will not
not include
include any
any
interim dividend
dividend payments,
payments, which
which are
are decided
decided by
by the
the board
board of directors.
of directors.
Wi 出 regards
With regards to 小thee Company's
Company's subsidiaries,
subsidiaries, 叮
AJSS is
is only
only entitled
entitled to
to the
the
information that is
is contained in the
the group's
group'sfinancial
financial statements,
statements, on
on which
which see
see
point 55 below.
point below.
Page 2 of 5
Page 2 5
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 03/03/2023
03/03/2023 12:45
06/26/2023 12:45 PM
10:20 PM INDEX NO.
INDEX NO. 650710/2023
650710/2023
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 31
31
70 RECEIVED NYSCEF:
RECEIVED NYSCEF: 03/03/2023
03/03/2023
06/26/2023
PETER CARUANJA&&CO
PETER CARUANA CO
4. A complete
4. 几 list 咖
complete list ii other board
of all board members
members (or
(or equivalents) of SBNBY
equivalents) of SBNBYand
and each
each of its
of its
subsidiaries
subsidiaries
习
AJSS is entitled
entitled to
to inspect
inspect the
the Register
Register of
of Directors
Directors atat the
the registered
registered address.
address. We
We
understand that
understand thatyou
you have
have already
alreadyrequested
requestedto todo
dothis
this on
on his
his behalf
behalf and
and confirm
confirm
that the
the Company
Company doesdoes not
not object
object to that
that request.
request. The Company is
The Company not obliged
is not to
obliged to
state who
state who the
the directors
directors of its subsidiaries
of its subsidiaries are.
are.
5. A list of
5. 八 of all transactions
transactions carried
carried out
out between
between SNBNY and/or its
SNBNY and/or itsSubsidiaries and any
Subsidiaries and any
related and/or
related and/or connect
connect parties
parties of the last
of the last 44 years
years
Company is
The Company is not
not required
required to
to set
set out
out aa list
list of all transactions
of all transactions itit may
may have
have entered
entered
into with
with aa connected party.In
connected party. In any
any event,
event, the
the audited
audited financial
financial statements
statements of the
of the
Company
Companywill will include
include a section on connected
connected partyparty transactions
transactions toto the
the extent
extent that
that
they have occurred.
they occurred.
6.
6. Financial
Financial statements
statementsof
ofSBNBY
SBNBY and
and each
each of its subsidiaries
of its 户r the
subsidiaries for last 44 years
the last years
We hereby enclose the Company's
Company's consolidated
consolidated fi
Preview
FILED: NEW YORK COUNTY CLERK 06/26/2023 10:20 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 70 RECEIVED NYSCEF: 06/26/2023 EXHIBIT D EXHIBIT D FILED: NEW FILED: (FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 03/03/2023 03/03/2023 12:45 06/26/2023 12:45 PK 10:20 PM PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 31 31 70 RECEIVED NYSCEF: RECEIVED NYSCEF: 03/03/2023 03/03/2023 06/26/2023 13 EXHIBIT 13 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 03/03/2023 03/03/2023 12:45 06/26/2023 12:45 PM 10:20 PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 31 31 70 RECEIVED NYSCEF: RECEIVED NYSCEF: 03/03/2023 03/03/2023 06/26/2023 PETER CARUAP4A&&CO PETER CARUANA Co BARRIS BAREUS I IL E RS&&S0IICI IORS SOLICITORS Suite 933, Europort, Suite 933, Europo氏 Gibratar Gibraltar 350 200 +350 十 200 65799 65799 // info@caruana.gi info@caruaria习 Www 、caru3na习i waw.caruana.gi By email By email and and by by hand hand delivery delivery Triay Lawyers Lawyers 28 Irish 28 Irish Town Town Gibraltar Gibraltar For the attention For the attention of of Alan Buchanan Alan Buchanan July 2021 2 July 2021 Dear Sirs, Dear Sirs, Ref: SNBNY Holdings Ref: SNBNY Holdings Limited Limited We are instructed We are instructed by by SNBNY Holdings Limited SNBNY Holdings (thee 'Company'). Limited（小 We refer refer to toyour yourletters lettersdated dated7th 7thJune June2021 2021and and9th 9th June June 2021 (toge出er "your letters") 2021 (together letters") in which, among among other things, things, you you request request certain certain information information and documents documents on on behalf of your behalf your client, client, Albert Alberto oseph Safra ('AJS'). 时Joseph Your requests Your requests for for information information We We acknowledge 出 at your letters are formulated that formulated as as requests, requests, butbut they they nevertheless nevertheless tend to tend to convey convey aa sense sense of of entitlement entitlement on on AJS's AJS's part part to to receive receive the the requested requested information and documents, documents, and aa corresponding corresponding obligation obligation on on the Company's part to provide provide it. it. These These things are true true only only of of some of what you request. In this letter we clani the distinction 勿 the clarify distinction between between the the two, two,as asthe the Company Companyseessees it. it. If your client If your considers client considers otherwise, please please specify the the legal legal basis basis on on which which he does does so, so, for for our our client's client's further further consideration. consideration. In In relation relation toto that that information information and/or and/or documents documents which which the the Company Company considers considers that that isnot AJS is not legally legally entitled entitled to to receive, receive, or orthe the Company Company obliged obliged toto provide, provide, the the directors directors will (in will (in necessarily slower order) necessarily slower order) consider, by reference consider, by to the reference to the Company's Company's interests, interests, whether or whether or not not the the Company Company is is nevertheless nevertheless minded minded to to provide provide it.it. This may result inin you receiving you additional information receiving additional information shortly. shortly. That said, said, the the Company Company doesdoes not not accept accept that that the the requests requestscan can bebe justified justified by by reference to your stated to your statedreason, reason,namely, namely,"to "toensure ensurethat thatLyourll [your] client can adequately client can adequately exercise his exercise his rights rights and/or and/or entitlements entitlements with with respect respect totoSNUNY SNBNY and/or and/or itsits Subsidiaries, Subsidiaries, both both pursuant toto the theArticles Articles of of Association and/or any and Association and/or and all all applicable applicable law". law". Please Please 丁卜elton. The Hon. Sir PetorC,ru,no Sir Peter CaruanaK.C.M. 众，Q.C N.C. M.G., Q.0 Chrsto 的erAIIin Christopher AllanLL.B LLB (Hons) (Huns) Pitrick Caruan Patrick Caru,n 刁 LLB (Hans) a LLB 峨 Hons) PkU( ・ i ！「“ "J' ra.gi peteu4caruana.gi chrisaiian@can.i口na.gi chnis.allan&caruana.gi patriCk@cnrunn月 gi patrick@caruana.gi Geor口比nDobbsBA(Hons) Georgina Dobbs BA (Hons) Ph山p Dumas Philip Dumas BA BA (Hans) (Hcn5) gnorgln&dobb 姻‘amana;gi georgina.dobbs@candanali philip油inias@caruana.乡 philip.clumacgrcaruana,g1 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 03/03/2023 03/03/2023 12:45 06/26/2023 12:45 PM 10:20 PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 31 31 70 RECEIVED NYSCEF: RECEIVED NYSCEF: 03/03/2023 03/03/2023 06/26/2023 PETER CARUANA & PETER CARUANA & CO CO which such rights specify (i) which rights your your client client claims claims to to enjoy and (ii) enjoy and (ii) what what provision provision of the of the Articles or Articles or the the law law support support his his contention contention in in that that respect. respect. Each item requested Each item requested is is addressed addressed below: below: 上（二 1. Oinplete corporate Complete corporate organisation organisation c/ia 珠 indicating chart, indicating all all direct and and indirect indirect interests interests held held by by SN召 N丫 and by any one or more of its SNBNY its subsidiaries subsidiaries The The Company Company is is not under under an an obligation obligation toto provide provide AJSAJS with with aa corporate corporate orgariisation organisation chart. chart. Nor Nor is it obliged is it obliged to to indicate indicate all direct and all direct and indirect indirect interests interests held held by 出 by thee Company Company save save to to the extent that the extent that this this information information is required to is required to be include氏 be included, and is and is included, included, in the Company's balance the Company's balance sheet and/or audited sheet and/or audited reports, reports, on on which which see point see point 55 below. below. 2. All 2. All corporate acts and resolutions resolutions of SNBN丫 and of of SNBNY of each of its its Subsidiaries Subsidiaries performed performed over the last 4 years, include, include, in in particular particular but but without without limitation limitation toto the the generality generality ofof the the foregoing, resolution resolution to to create, create, issue, issue,reclassify, reclassify,sub-divide, sub-divide, consolidate, consolidate, forfeit, forfeit, cancel, cancel, surrender, purchase, transfer, transmit purchase, transfer, transmit andlor and/or 巧 sue shares whether issue whether at at par par at a premium premium and/or otherwise, andlor otherwise, and and to to make and/or declare make andlor declare distributions distributions of whatsoever nature. of whatsoever nature. 材 S is entitled AJS entitled to inspect the minutes minutes book book of proceedings of any general general meeting meeting of the Company. However, this does not extend extend to to the the Company's Company's subsidiaries. subsidiaries. should make arrangements You should arrangementsfor for such such inspection inspection with with the the Company Company Secretary, Secretary, who will also agree to provide you with copies. 3. All documents 3. documents (including (including memoranda memoranda and/or andlor articles articles of ofassociation, association, shareholders' shareholders' agreemen 亡 and other similar/analogous documents, and agreement and respective amendments, relating respective amendments, relating 勿 voting rights; to (i) voting rights; (ii) (ii) conduct conduct and and management managementof ofcompanies etc.; and companies etc.; and (iii) (iii) distributions distributions and/or of profits andlor by SNBNY and each of its subsidiaries subsidiaries We enclose a copy of of the Company's Company's Memorandum Memorandum and and Articles Articlesof of Association. Association. AJS is not entitled to a copy of the same in AJS is not entitled to a copy of the same in respect of the Company's subsidiaries. of the Company's subsidiaries. We We confirm confirm that that there there is is no noshareholders shareholders agreement agreement in place to which 讯 place which the the Company is privy. Company AJS does AJS does not not have have any any ri 沙t to right to receive receive information about the information about the conduct conduct and and management of the Company other than than toto such such information information as as is is provided provided by by 出 e Directors the Directors to the the shareholders shareholders at at aa shareholders' shareholders' meeting, and to meeting, and to such such information information as as is is disclosed in the disclosed in the Directors' Directors' report report and/or and/or financial statements financial statements. The distributions distributions of of profits profits by by the the Company Companywillwill be be visible to 盯 visible to AJSS upon upon inspection of the shareholders' minutes minutes and and resolutions, resolutions, however however this this will will not not include include any any interim dividend dividend payments, payments, which which are are decided decided by by the the board board of directors. of directors. Wi 出 regards With regards to 小thee Company's Company's subsidiaries, subsidiaries, 叮 AJSS is is only only entitled entitled to to the the information that is is contained in the the group's group'sfinancial financial statements, statements, on on which which see see point 55 below. point below. Page 2 of 5 Page 2 5 FILED: NEW FILED: NEW YORK YORK COUNTY COUNTY CLERK CLERK 03/03/2023 03/03/2023 12:45 06/26/2023 12:45 PM 10:20 PM INDEX NO. INDEX NO. 650710/2023 650710/2023 NYSCEF DOC. NYSCEF DOC. NO. NO. 31 31 70 RECEIVED NYSCEF: RECEIVED NYSCEF: 03/03/2023 03/03/2023 06/26/2023 PETER CARUANJA&&CO PETER CARUANA CO 4. A complete 4. 几 list 咖 complete list ii other board of all board members members (or (or equivalents) of SBNBY equivalents) of SBNBYand and each each of its of its subsidiaries subsidiaries 习 AJSS is entitled entitled to to inspect inspect the the Register Register of of Directors Directors atat the the registered registered address. address. We We understand that understand thatyou you have have already alreadyrequested requestedto todo dothis this on on his his behalf behalf and and confirm confirm that the the Company Company doesdoes not not object object to that that request. request. The Company is The Company not obliged is not to obliged to state who state who the the directors directors of its subsidiaries of its subsidiaries are. are. 5. A list of 5. 八 of all transactions transactions carried carried out out between between SNBNY and/or its SNBNY and/or itsSubsidiaries and any Subsidiaries and any related and/or related and/or connect connect parties parties of the last of the last 44 years years Company is The Company is not not required required to to set set out out aa list list of all transactions of all transactions itit may may have have entered entered into with with aa connected party.In connected party. In any any event, event, the the audited audited financial financial statements statements of the of the Company Companywill will include include a section on connected connected partyparty transactions transactions toto the the extent extent that that they have occurred. they occurred. 6. 6. Financial Financial statements statementsof ofSBNBY SBNBY and and each each of its subsidiaries of its 户r the subsidiaries for last 44 years the last years We hereby enclose the Company's Company's consolidated consolidated fi