Document ZnGQEXDxg5BnmqZN8qe8bXVzY

FIBER INDUSTRIES, INC. Shareholdings of Imperial Chemical Industries PLC as of 5/18/83 Date 6/1/59 7/31/59 2/1/60 12/12/63 7/7/65 9/30/66 12/30/66 6/30/67 8/1/67 9/22/67 10/13/67 11/15/67 12/18/67 12/29/67 12/12/74 Certificate No. 4 6 10 21 22 27 ` 28 31 33 35 37 39 41 44 46 No. Shares 100,000 150,000 200,000 50,000 250,000 200,000 300,000 250,000 93,750 281,250 150,000 112,500 375,000 187,500 375,000 MTC/jt 5/18/83 HNA 27126 f FIBER INDUSTRIES, INC. Minutes of the Annual Meeting of the Stockholders May 4, 1983 The twenty-fifth Annual Meeting of the Stockholders of Fiber Industries, Inc. was held at FII Salisbury Plant, Highway 70 West, Salisbury, North Carolina on May 4, 1983 at 9:00 a.m. Eastern Standard Time. The meeting was presided over by Mr. Robert C. Schroeder, Chairman and Mr. Martin T. Cloran, Secretary, recorded the minutes. The following Stockholders were represented by proxy: Name Nunfeer of Shares Celanese Corporation 5,125,000 Imperial Chemical Industries PLC 3,075,000 being all of the stock of the Company issued and outstanding and entitled to vote at the meeting. The Secretary presented copies of the notice of meeting as mailed to each Stockholder on March 22, 1983. The Secretary presented a certified list of all Stockholders entitled to vote at the meeting, arranged in alphabetical order, and stated that such list had been available for inspection by any Stockholder at the place where the meeting was held for at least ten days prior to the meeting. The Secretary stated a copy of the minutes of the Annual Meeting of the Stockholders held on April 21, 1982 had been submitted in advance of the meeting to each of the Stockholders present. The Secretary presented a HNA 27123 2- - copy of the minutes of the above-mentioned meeting, and on motion duly made and seconded, it was RESOLVED, that the reading of the minutes of the meeting of April 21, 1982 be dispensed with and that they be accepted as written. The Chairman presented to the Stockholders a copy of the Annual Report for the year ended December 31, 1982, and on motion duly made and seconded, it was ordered that the Report be filed with the records of the meeting. The Chairman stated that in accordance with Article III, Section 1 of the By-Laws it was in order for the Stockholders to designate the number of Directors which will constitute the whole board, and, on motion duly made and seconded, it was RESOLVED, that the number of Directors which shall constitute the whole board shall be thirteen (13). The Chairman then stated that it was in order to elect thirteen directors and called for nominations. Thereupon the following were nominated to act as Directors of the Company until the next Annual Meeting of Stockholders and until their successors are elected and qualified: P. H. Conze J. A. Donaldson A. R. Dragone J. A. Fennie R. W. Godwin R. J. Huffman J. Lister R. C. Schroeder M. D. Sellers N. B. Smith C. R. Tully A. F. Weller K. West The Chairman asked if there were any further nominations and there being no further nominations declared the nominations closed, and called for a HNA 27124 -3- vote by ballot. After canvassing the meeting, the Secretary submitted the ballot indicating that the aforesaid gentlemen had each received 8,200,000 votes. The Chairman thereupon declared that Messrs. Conze, Donaldson, Dragone, Fennie, Godwin, Huffman, Lister, Schroeder, Sellers, Smith, Tully, Weller, and West had been duly elected Directors of the Company to hold office until the next annual meeting and until their successors are elected and qualified. The Chairman then stated that the Board of Directors has appointed the firm of Peat, Marwick, Mitchell & Co., subject to such appointment being ratified by the Stockholders at the Annual Meeting, to examine the consolidated financial statements of the Corporation for the year 1983 and to perform such other services as may be required of them, and on motion duly made and seconded, it was RESOLVED, that the appointment, by the Board of Directors of this Corporation, of Peat, Marwick, Mitchell and Co., to examine the consolidated financial statements of the Corporation for the year 1983, and to perform such other services as may be required of them, be and it hereby is ratified. There being no other business, the meeting, on motion, adjourned. HNA 27125 > Interoffice iUciiiorniKliim TO (Name and Location) ^ See below !OM (Nam* and Location) M. T. Cloran Mr. R. J. Beatty - 101A Mr. J. A. Fennie - NYO Mr. R. R. Fisher - 118 Mr. N. J. Fortson - 114 Dr. R. W. Godwin - 116 GEN 55 (REV.6/7. DATE Mav 25. 1983 reference no. MTC-83-209 Mr. R. J. Huffman - 102 Mr. N. A. Hunter - NYO Mr. 0. M. Ross - 113 Mr. M. D. Sellers - 118 Because of the scheduled "buy out" by Celanese of ICI's interest in FII, it will not be necessary to prepare the material for the July Board meeting as requested in my letter of May- 3. bac cc Dr. A. E. Champ - NYO Mr. R. J. Clark - 111 Mr. E. A. Collins - NYO Mr. R. J. Foltz - 112 Mr. W. B. Gallagher - 135 Mr. E. L. Kanter - NYO Mr. D. W. Lodge - NYO Mr. P. J. Nodtvedt - 133 Mr. D. H. Phillips - NYO Mr. F. H. Reed - 133 * Mr. R. S. Roberts - NYO Dr. G. R. Scantlebury - 112 Mr. R. C. Schroeder - 100 HNA 27127 12/26/73 1/16/74 1/16/74 4/15/74 4/15/74 6/14/74 8/23/74 11/20/74 1/14/75 1/31/75 4/10/75 4/10/75 6/25/75 4/15/76 4/15/76 6/28/76 2/14/77 4/15/77 4/15/77 FII INTERNATIONAL CO.. INC. Certificate of Incorporation Stock Certificate - 25 Shares ($100 each) First Meeting Minutes - N.Y. Stockholders Meeting Minutes - N.Y. Board of Directors Meeting Minutes - N.Y. Consent of Dir. in lieu of Special Meeting of Bd. of Dir. (Power of Attorney Resolution granted to Jerome E. Link to execute to Universal Transcontinental Corp.) Consent of Dir. in lieu of Special Mtg. of Bd of Dir. Resolution - Treasurer authorized to open bank account with French American Bnaking Corp., N.Y. Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - Cash dividend - $2,300,000 Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - E.S. Hill elected to fill vacancy created by P.T. Barrett's resignation. Resolution - Bank signature authorization to E.S. Hill & deleting P.T. Barrett. Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - Cash Dividend - $1,000,000 Stockholders Meeting Minutes Bd. of Dir. Meeting minutes Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - President or Vice President authorized to issue Power of Attorney or letter of authorization to The Chase Manhattan Bank, N.A., Singapore 1 Stockholders Meeting minutes Bd. of Dir. Meeting minutes Consent of Sole Stockholder in lieu of Special meeting of stockholders Resolution - By-Laws Amended by addition of Article V, Section 15, Power of Attorney - President, Treasurer or Secretary authorized to execute such power of attorney necessary to conduct business Consent of Dir. in lieu of Special Meeting of Bd. of Dir. Resolution - M.T. Cloran elected to fill vacancy created by death of J. Brennan Resolution - Banking resolution amended by adding M.T. Cloran and deleting J. Brennan Stockholders Meeting minutes Board of Directors Meeting minutes HNA 27128 FII INTERNATIONAL CO., INC. -2- 6/20/77 1/24/78 4/19/78 4/19/78 Bd. of Dir. Meeting minutes Resignation of J. David McCalmont from position of V.P., electing Manuel Schultz to succeed him. Resolution - Bank signatures re above. Asst. Sec. and Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - Cash Dividend $2,406,979 Consent of Sole Stockholder in lieu of Annual Mtg. of Stockholders Resolution - Directors elected: R.D. Smith J.E. Link E.S. Hill Consent of Dir. in lieu of Organization Mtg. of Bd. of Dir. Resolution - Officers elected: R.D. Smith - President J.E. Link - Vice President M. T. Cloran - V.P., Sec. & Treas. M. Schultz - V.P., Asst. Secretary HNA 27129