EUROPEAN TURBINE NETWORK (ETN) ARTICLES OF ASSOCIATION

Title I Nature of the Association Article 1 Name Article 2 Registered Office Article 3 Objectives and Activities Title II Member Rules Article 4 Members Article 5 Admission, Resignation and Exclusion Article 6 Rights and Obligations of the Member 6.1 Membership Fee 6.2 Liability Title III Organisation Article 7 General Assembly 7.1 - Powers 7.2 - Composition 7.3 - Meetings and Convocations 7.4 - Proceedings 7.5 - Minutes Article 8 The Board 8.1 - Powers 8.2 - Composition 8.3 - Officers 8.4 - Meetings and Convocations 8.5 - Proceedings 8.6 - Liability and Remuneration 8.7 - Minutes Article 9 Managing Director Article 10 Representation of the Association Article 11 Auditors Title IV Resources and Accounting Article 12 Budget and accounts Title V Other Provisions Article 13 Modification of the Article of Association and winding up the Association Article 14 General Provisions

Between: Company Electrabel/Laborelec Sulzer Elbar B.V. RWTH Aachen VGT Dutch Gas Turbine Association Representation Jacqueline Stubbe, Executive Manager Parviz Tavakolly, President Herwart Hoenen, Chief Engineer Andre Mom, Managing Director Address Rodestraat 125, 1630 Linkebeek Spikweien 36, 5943 AD Lomm Country Belgium The Netherlands

Templergraben 55, 52062 Aachen Germany P.O.Box 261, 3454 ZM De Meern The Netherlands

an international non-profit association is incorporated in accordance with the provisions of Title III of the Belgian Law of 27 June 1921 on the non-profit associations, the international non-profit associations and the foundations. Title I Nature of the Association Article 1 Name An international non-profit association is incorporated under the name EUROPEAN TURBINE NETWORK or abbreviated ETN; This association is governed by the provisions of Title III of the Belgian Law of 27 June 1921 on the non-profit associations, the international non-profit associations and the foundations (articles 46 to 58).

Article 2 Registered office 30 March 2005 1

The registered office of the Association is established at Rue St Georges 30, 1050 Brussels. The registered address may be transferred anywhere else in Belgium by decision of the Board, to be published in the Annexes to the Belgian State Gazette and to be notified to the Federal Ministry of Justice in the month of the decision. Article 3 Objective and activities The objective of the association is to strengthen the gas turbine industry and users market in Europe in all its facets by all necessary cooperative efforts and by optimising gas turbine Research and Technology Development (RTD) in order to improve efficient and environmental friendly applications of gas turbine systems. The activities which the association will develop are: To create one single European platform in which all parties can present their gas turbine related requirements, To develop a long term vision with respect to research, validated technology, legislation and standards; ensuring reliability and availability within cost and environmental boundaries, To develop channels of communications between its Members and the institutions of the European Community ("EU") and other international organisations, To establishing the areas of common interest and concern between its Members and promote the Members interests within the EU institutions, To exchange information on experience and collaborate, where appropriate, on relevant issues to its members, To maintain a strong and active networking group.

Title II Member Rules

Article 4 Members The Association shall be composed of Full Members. The General Assembly may also create a class of Associate Members, which will not have a voting right at the General Assembly. 1. Membership as a Full Member shall be open to the constituent members and to all companies and organisations based in the European Economic Area or in Switzerland and that are actively engaged in the investment and the deployment of technologies related to gas turbines and fully supports the objectives of ETN. 2. Membership as an Associate Member shall be open to companies and organisations based in the European Economic Area or in Switzerland who do not meet the criteria for Full Membership, but who fully support the objectives of ETN. The General Assembly will determine the criteria of Membership. Membership is not transferable and may not be assigned for any reason whatsoever to any other natural or legal person or association. Article 5 Admission, resignation and exclusion Candidate Members are admitted if they qualify for one of the classes mentioned in article 4 and are accepted by the General Assembly with a simple majority of its members, present or represented. 30 March 2005 2

The application for admission as a new member implies the endorsement by the new members of the Article of Association, any amendments thereto, as well as the Internal Rules, and a commitment to advance the purposes and endeavours of the Association. A member in any class of membership may resign from the association by notifying the managing director by registered mail. The resignation will have to be done at least three months before the end of the financial year in order to become effective as of the beginning of the next financial year. If the resignation is received later then three months before the end of the financial year, the membership fee is due for the following year. A member in any class of membership may be expelled by the General assembly deciding with a majority of two thirds of its members, present or represented, but only after the member has been given the opportunity to defend himself. The member will be notified of the expulsion. No member who has resigned or has been expelled will have any right to the assets of the association, nor to any reimbursement of the membership fees or donations. If such Member has any debt towards the Association, such debt shall immediately become due and payable. Article 6 Rights and obligation of the Member 6.1 Membership fee

Members shall pay an annual membership fee, which is decided by the General Assembly upon proposal of the Board. The annual membership is payable, in advance, in the first month of the membership or the financial year. In addition, different fees may be due in each class of members on the basis of such attributes and criteria as the General Assembly may adopt from time to time. Voting rights shall be suspended until the Member has paid his membership fee. 6.2 Liability

The members shall not have any liability for any obligations of the Association.

Title III Organisation

Article 7 General Assembly 7.1 Powers

All powers necessary for achieving the aims and realising the activities of the Association are vested in the General Assembly. In particular, the following powers are reserved for the General Assembly: 1. to set up the strategy and goals for the Association; 2. to admit new Members; 3. to exclude any Members; 4. to appoint and revoke the members of the Board, a President 5. to approve the annual accounts and the budget; 6. to grant discharge to the members of the Board and the statutory auditors; 7. to modify the Articles of Association; 8. to wind up the Association; 30 March 2005 3

9. to set up, adopt, amend and cancel Internal Rules for the purposes of governing the operations and administration of the Association. 7.2 Composition

The General Assembly is composed of all Full Members. Only Full Members shall have the right to vote. Each Full Member shall have one vote. Associate Members may be invited to the General Assembly, but they will not have a vote. The Board may invite third parties in a consultative capacity. 7.3 Meetings and convocation

The General Assembly shall meet at least once a year, in the second quarter of the year, under the presidency of the President, at the registered office of the Association or at any other place indicated in the notice of convocation. The meeting shall be convened by the President by way of letter, fax, electronic mail or any other means of communication, at least eight days before the meeting of the General Assembly. The notice of convocation shall indicate the agenda, the date, time and the place of the meeting. An extraordinary meeting of the General Assembly may be convened at any time by the Board. 7.4 Proceedings

At least half of the Full Members must be present or represented to hold a valid vote. Any Full Member, who cannot attend a meeting of the General Assembly, may be represented at such a meeting by another Full Member holding a written proxy. No Full Member shall hold more than two proxies. Decisions can only be taken with regard to items listed on the agenda. All meetings of the General Assembly shall be chaired by the President or in his absence by the Vice-President. The chairman of the meeting shall appoint a secretary. Decisions shall be carried by a simple majority of Full Members present or represented except in special cases provided for by law or in these Articles, or as determined by the General Assembly. All decisions shall be notified to all Members. 7.5 Minutes

Resolutions of the General Assembly shall be entered in a special register, signed by the chairman and the secretary of the meeting, as well as by all Full Members who wish to do so. This register will be kept at the registered office of the Association where each Member may consult it. Article 8 The Board 8.1 Powers

The Board shall be vested with the powers of management and administration, except for those powers which are vested in the General Assembly. In particular, the following powers are reserved for the Board:

the management of the Association in line with the strategy and goals of ETN 30 March 2005 4

which are given by the General Assembly.

The appointment and revocation of the statutory auditor

The Board can delegate its powers of daily management to its president and one or more of its members or to any other nominees whose powers it shall determine. 8.2 Composition

A Board composed of at least three members shall run the Association. The members of the Board are elected by the General Assembly for a period of one year by simple majority of the Full Members. Members of the Board can be re-elected. They can be dismissed at any time by the General Assembly by a majority of two thirds of the Full Members present or represented. Should a member of the Board cease to hold office before the expiration of his normal term of office, the Board can elect a temporary member of the Board. The Board shall decide on such appointment by a simple majority of the votes cast by the remaining Board members. Such temporary Board member shall complete the mandate of the Board member whom he replaces. 8.3 Officers

The Board shall appoint a President, a Vice President and a Treasurer. Any documents relating to the appointment, the revocation and the termination of office of any of the Board members shall be drafted in accordance with the law and notified to the Federal Ministry of Justice to be lodged in the corporate file and to be published at the cost of the association in the annexes to the Belgian State Gazette. 8.4 Meetings and convocations

The Board shall meet regularly, and at least twice a year, upon convocation by the President. The Board shall meet at the written request of at least two members of the Board. Notices of convocation shall be sent not less than ten working days before the meeting, by ordinary mail, fax, by electronic mail or by any other means of communication. The notice shall indicate the agenda, the date, time and the place of the meeting. 8.5 Proceedings

The proceedings of the Board are only valid if at least half of its members are present or represented. Any Board member, who cannot attend a meeting of the Board, may be represented at such a meeting by another Board member holding a written proxy. No Board member shall hold more than two proxies. All meetings of the Board shall be chaired by the President. If the President is absent or unavailable, his duties shall be performed by the Vice-President. In the event both are absent or unavailable, the Treasurer shall perform these duties. The chairman of the meeting shall appoint a secretary. Decisions can only be taken with regard to items listed on the agenda. The decisions of the Board are taken by a simple majority of members present or represented. In the event of a tied vote the President or the person acting in that capacity has a casting vote. 8.6 Liability and Remuneration

In the performance of their functions, the members of the Board shall not be held personally 30 March 2005 5

liable towards third parties. They shall, however, be answerable to the Association for the performance of their duties under their mandate. Their office shall be unremunerated. 8.7 Minutes

The resolutions of the Board are recorded in the minutes, which are circulated within the board for approval of accuracy and then finally signed by the chairman and the secretary of the meeting, as well as by all members of the board who so wish. The minutes are kept at the registered office of the Association where it shall be held at the disposal of all Members of the Association.

Article 9 Managing Director The Board shall appoint a Managing Director upon the recommendation of the President. The Managing Director can be revoked at any time. The Managing Director shall be vested with the day-to-day management of the association. In the performance of his functions, the Managing Director shall not be held personally liable towards third parties. He shall, however, be answerable to the Association for the performance of his duties under his mandate. Article 10 - Representation of the Association vis--vis third parties and in court All acts which bind the Association shall, except special proxies, validly be signed by the President who will not need to justify their authority towards third parties. All judicial actions, whether as a plaintiff or as a defendant, will be conducted by the President. Any documents relating to the appointment, the revocation and the termination of office of the person who are designed to represent the Association, drafted in accordance with the law shall be notified to the Federal Ministry of Justice to be lodged in the corporate file and to be published at the cost of the association in the annexes to the Belgian State Gazette. Article 11 Auditors Unless the Association meets the conditions laid down in article 53 of the law of 27 June 1921, no auditor will be appointed to audit the accounts of the association. Article 12 - Budgets and accounts The financial year shall commence on 1 January to end on 31 December of each year. In accordance with article 53 of the Law, the annual accounts of the previous financial year as well as the budget for the following financial year are prepared every year by the Board and submitted to the General Assembly, for approval at its next meeting. The accounts are transmitted, in accordance with article 51 of the Law of 27 June 1921, to the Federal Ministry of Justice.

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Article 13 - Modification of the Article of Association and winding up the Association Without prejudice to the articles 50 3, 55 et 56 of the Law of 27 June 1921, any proposal to modify the Articles of Association or to wind up of the association must be made by the Board or by two thirds of the Effective Members. The Board must inform the Full Members of the Association at least two months in advance of the date of the meeting of the General Assembly which will decide upon the proposal as well as on the proposed modifications. A minimum of two thirds of the Full Members present or represented is required to hold a valid vote. No decision shall be adopted unless it is approved by a majority of at least two thirds of the Full Members of the Association present or represented. If less than two thirds of the Full Members of the Association are present or represented at this General Assembly, a new General Assembly shall be convened under the same conditions as the first one, and this second general assembly shall definitively and validly decide on the proposals by the same majority of two thirds of the Full Members present or represented, at the earliest within fifteen days following the first meeting. The modifications to the Articles of Association will only have effect after they have been approved by the competent authorities in accordance with article 50 3 of the Law and after publication in the Annexes of the Belgian State Gazette in accordance with article 51 3 of this Law. The General Assembly shall determine the modalities of the winding up and the liquidation of the Association. The net assets left after liquidation and discharge of all obligations of the Association shall be transferred to an international non profit institution having objectives similar to the object and purposes of the Association, or failing this, to any international institution devoted to scientific research as may be designated by the Board. Article 14 - General dispositions Any matter which is not covered by the present Article of Association, including the publications to be made in the Annexes to the Belgian State Gazette shall be governed by the provisions of Title III of the Law of 27 June 1921. Done in [ __________ ] originals, at Brussels, this [ __________ ] 2005 Electrabel Sulzer Elbar B.V. RWTH Aachen VGT Dutch Gas Turbine Association .................................................................... .................................................................... .................................................................... ....................................................................

30 March 2005

EUROPEAN TURBINE NETWORK (ETN)

Rue St Georges 30 B-1050 Brussels

General Assembly meeting held on May 9, 2005 The statutes having been adopted, the General Assembly met under the presidency of Mr Andre Mom who appoints ____________ as secretary: The General Assembly elects unanimously as Full Members:

1. ___________; company under ___________ Law headquarted ________________________; registered at the Chamber of Commerce under the number __________ and with the VAT number _____________;

The General Assembly elected as administrators. 1. Mr ___________________; function __________________; ___________ private address, President. 2. Mr ___________________; function __________________; ___________ private address, Vice-President. 3. Mr ___________________; function __________________; ___________ private address, Treasurer

For a period of one year or until the General Assembly if the latter takes place before.

President

Secretary

30 March 2005

EUROPEAN TURBINE NETWORK (ETN)

Rue St Georges 30 B-1050 Brussels

General Assembly meeting held on May 9, 2005 The Board met under the presidency of Mr Andre Mom who appointed as secretary Mr _________: By recommendation of the President; the Board appoints Mr Christer Bjorkqvist living Rue Henri van Zuylen 13, 1180 Brussels as Managing Director.

For a period of one year or until the General Assembly if the latter takes place before.

President

Secretary

30 March 2005