MEMORANDUM OF WAL-MART CAYMAN (EURO)
Published on July 6, 2001
EXHIBIT 99.1
THE COMPANIES LAW (2001 SECOND REVISION)
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COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
WAL-MART CAYMAN (EURO) FINANCE CO.
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1. The name of the Company is WAL-MART CAYMAN (EURO) FINANCE CO.
2. The Registered Office of the Company will be situated at the offices of
Walkers, Walker House, Mary Street, P.O. Box 265GT, George Town, Grand
Cayman, Cayman Islands or at such other location as the Directors may from
time to time determine.
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 any law as provided by Section 7(4) of the Companies Law
(2001 Second Revision).
4. The Company shall have and be capable of exercising all the functions of a
natural person of full capacity irrespective of any question of corporate
benefit as provided by Section 27(2) of the Companies Law (2001 Second
Revision).
5. Nothing in the preceding sections shall be deemed to permit the Company to
carry on the business of a Bank or Trust Company without being licensed in
that behalf under the provisions of the Banks & Trust Companies Law (2001
Revision), or to carry on Insurance Business from within the Cayman Islands
or the business of an Insurance Manager, Agent, Sub-agent or Broker without
being licensed in that behalf under the provisions of the Insurance Law
(2001 Revision), or to carry on the business of Company Management without
being licensed in that behalf under the provisions of the Companies
Management Law (2001 Revision).
6. The Company will not trade in the Cayman Islands with any person, firm or
corporation except in furtherance of the business of the Company carried on
outside the Cayman Islands; provided that nothing in this section shall be
construed as to prevent the Company effecting and concluding contracts in
the Cayman Islands, and exercising in the Cayman Islands all of its powers
necessary for the carrying on of its business outside the Cayman Islands.
7. The liability of the members is limited to the amount, if any, unpaid on
the shares respectively held by them.
8. The capital of the Company is US$50,000.00 divided into 500,000 shares of a
nominal or par value of US$0.10 each provided always that subject to the
provisions of the Companies Law (2001 Second Revision) and the Articles of
Association the Company shall have power to redeem or purchase any of its
shares and to sub-divide or consolidate
the said shares or any of them and to issue all or any part of its capital
whether original, redeemed, increased or reduced with or without any
preference, priority or special privilege or subject to any postponement of
rights or to any conditions or restrictions whatsoever and so that unless
the conditions of issue shall otherwise expressly provide every issue of
shares whether stated to be Ordinary, Preference or otherwise shall be
subject to the powers on the part of the Company hereinbefore provided.
9. The Company may exercise the power contained in Section 226 of the
Companies Law (2001 Second Revision) to deregister in the Cayman Islands
and be registered by way of continuation in some other jurisdiction.
The undersigned, whose name, address and description is subscribed, is desirous
of being formed into a Company in pursuance of this Memorandum of Association,
and agrees to take the number of shares in the capital of the Company set
opposite his name.
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NAME, ADDRESS AND DESCRIPTION NUMBER OF SHARES TAKEN BY
OF SUBSCRIBER SUBSCRIBER
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Vicki Hazelden ONE SHARE
P. O. Box 265GT
Grand Cayman
/s/ Vicki Hazelden
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Attorney-at-Law Vicki Hazelden
28 June 2001
/s/ Lisa C. So-So
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Witness to the above signature: Lisa C. So-So
Address: P. O. Box 265GT, Grand Cayman
Occupation: Secretary