By-Laws

I. Name, registered office, purpose

Article 1 - Name
An international association having a scientific purpose, named the "Association européenne pour la protection des œuvres et services cryptés", is hereby formed. The abbreviated name is "AEPOC". The association shall be entitled to also use the translation in English of its name.

This association shall be governed by the Belgian Law of October 25, 1919, as amended by the Law of December 6, 1954.

Art. 2 - Registered office
The registered office of the association shall be established at Avenue Louise 165, 1050 Brussels, Belgium. It may be transferred to any other location in Belgium by a decision of the Board of Directors to be published in the Annexes to the Belgian State Gazette.

Art. 3 - Purpose
The purpose of the association, which is a non-profit organization, shall be a scientific and artistic purpose in accordance with the law of October 25, 1919. The association's main purpose shall be the study of the phenomenon of piracy of scrambled audiovisual works and services.

For these purposes, the association shall undertake research, organize seminars and other scientific activities. The association shall conduct these scientific activities in particular in connection with the recognition at the European level of (i) copyright and neighboring rights relating to audiovisual works included in scrambled broadcast signals, and (ii) rights relating to the protection of scrambled transmissions and of the services provided through such scrambled transmissions.

As an activity wholly ancillary to and in connection with the main activity defined above, the association may also support and encourage the adoption at the European and national levels of efficient legislation against piracy, the implementation of such legislation, and contacts and cooperation between public authorities and public or private bodies fighting against any forms of audiovisual piracy.

II. Members

Art. 4 - Composition of the association
The association shall be composed of founding members and members admitted after the foundation of the association in conformity with the present by-laws.

Art. 5 - Admission of new members
The General Assembly shall have supreme authority to decide on the admission of new members.

The admission of new members shall however be subject to the following conditions:

the applicant must be a European organization with the following activities: (i) in the first place, pay television operator, conditional access service provider, conditional access system provider, infrastructure provider, electronic products manufacturer, and (ii) furthermore content provider or association of such organizations;

the applicant must agree with the purpose of the association and be able to contribute to its achievement in a significant way.

Art. 6 - Dismissal and resignation
Members may resign from the association by giving a six-month notice. At the resigning member's request, the Board of Directors may grant a shorter notice period.

In the case of serious or repeated breach by a member of the by-laws, of its members duties or for any other serious reason, the General Assembly may decide, by a majority vote of two thirds of the votes cast after having heard said member, to dismiss this member.

A member who ceases to belong to the association shall have no title to the association's assets and remains liable for its entire annual dues for the year in which it has left the association.

Art. 7 - Members' dues
Members shall pay their annual dues, the amount of which shall be determined each year by the General Assembly upon a proposal from the Board of Directors. Dues may be different for different categories of members, provided these categories are defined in an objective and legitimate fashion.

III. General Assembly

Art. 8 - Composition and powers
The General Assembly shall be the sovereign body of the association.

It shall be composed of all the members.

It shall have the following powers:

appointment and revocation of directors;

approval of annual financial statements;

dissolution of the association;

and, furthermore, on the proposal of the board of directors:

admission and dismissal of members;

determination of the main objectives and policy directions for the realization of the association's purpose;

determination of the amount of annual dues;

adoption of internal rules; and

modification of the by-laws.

Art. 9 - Meetings and notices
Members shall meet once a year in an ordinary General Assembly; to decide on the approval of the annual financial statements, the determination of the amount of the annual dues, and any other issues listed in the agenda.

Members may in addition meet at any time in an Extraordinary General Assembly, at the request of the Board of Directors or of at least a third of the members.

Notices to the General Assembly shall be sent to the members by the Board of Directors at least one month before the date of the meeting. The date, place and agenda of the General Assembly are indicated on the notices.

Art. 10 - Proxies
A member unable to attend a General Assembly may be represented at this General Assembly by another member, or a third party, holding a proxy. The proxyholder may hold proxies from several members, with a maximum of 3 proxies per proxyholder.

Art. 11 - Deliberation
Meetings of the General Assembly shall be chaired by the Chairman of the Board of Directors.

The General Assembly may validly deliberate only if more than half of the members are present or represented.

Unless otherwise provided for in these by-laws, decisions shall be taken by a simple majority vote of the vote casts.

Each member shall have one vote. However, if members' dues are not all equal, the General Assembly may decide upon a proposal from the Board of Directors, to give to each member a number of votes corresponding to the amount of this member's financial contribution.

The General Assembly may deliberate only on the points listed on the agenda, except with the unanimous consent of all the members of the association.

The minutes of the General Assemblies shall be signed by the Chairman of the Board of Directors and by two directors and shall be kept in a special register.

IV. Administration

Art. 12 - Composition of the Board and appointment of the directors
The Board of Directors shall be composed of a number of directors equal to the number of members of the association, with a maximum of 15 directors and a minimum of 3 directors.

If the number of members is equal or inferior to 15, the directors shall be appointed by the General Assembly upon a proposal by the members, each member being entitled to propose one director. If the number of members is superior to 15, the directors are appointed by the General Assembly upon a majority vote.

The duration of the directors' mandate shall be three years. This mandate can be renewed without limitation.

A director may be revoked at any time by the General Assembly, either at the request of the member who has proposed this director's appointment or directly at the initiative of the General Assembly which shall decide on such a revocation by a majority of three quarters of the votes cast.

Art. 13 - Powers
The Board of Directors shall have the most extensive powers for the direction, management and administration of the association, without prejudice to the powers of the General Assembly and the Secretary General.

The Board of Directors has exclusive powers to initiate court proceedings on behalf of the Association. The Board may also delegate special powers) including powers of representation, to any person. It may set up commitees or task forces.

Art. 14 - Chairman-Vice-Chairmen
The Board of Directors shall appoint a Chairman from among its members, the Chairman shall have the powers granted to him or her as provided for in these by-laws.

The Board of Directors may also appoint one or more Vice-Chairmen, who shall perform the Chairman's duties in his or her absence or incapacity.

The Chairman and the Vice-Chairmen shall perform their functions gratuitously.

Art. 15 - Meetings
The Board of Directors shall meet at least twice a year and in addition at any time at the initiative of the Chairman or two directors.

The notices to the meetings of the Board of Directors shall be sent to the directors by the Chairman at least one month before the date of the meeting. In the case of an emergency duly motivated, this notice period may be shortened. The date, place and agenda of the Board meeting shall be indicated on the notices.

Art. 16 - Proxies
In the event of absence at a Board meeting, a director may be represented at this meeting by another director, holding a proxy. A director may hold proxies from several directors, with a maximun1 of 3 proxies per proxyholder.

Art. 17 - Deliberations
The meetings of the Board of Directors shall be chaired by the Chairman of the Board of Directors.

The Board of Directors may validly deliberate only if more than half of the directors are present or represented.

Decisions are taken by simple majority of the vote casts. The decisions concerning the approval of annual statements and other financial decisions apart from the daily management, as well as each decision of the board of directors to be proposed to the general assembly in conformity with Article 8 of the current by-laws have to be voted with a majority of two third of the expressed votes.

If no majority can be reached, the vote of the Chairman shall prevail.

Each director has one vote.

No decision may be taken on an issue which is not listed on the agenda, except with the consent of all the directors or in the case of an extreme emergency.

The minutes of the Board meetings shall be signed by the Chairman of the Board of Directors and by two directors and shall be kept in a special register.

Art. 18 - Secretary General
The Secretary General shall be appointed by the Board of Directors. The Board may decide to grant the Secretary General a remuneration to be borne by the association.

The Secretary General may also use the title of "Executive Director".

The Secretary General may be a member of the Board of Directors.

The Secretary General shall be responsible for the day-to-day management of the association and the execution of the decisions of the General Assembly and the Board of Directors.

The Secretary General may delegate his or her powers to third parties, in particular for the administrative tasks of the secretariat of the association.

Art. 19 - Representation of the association vis-à-vis third parties
The association shall be validly represented vis-a-vis third parties, including in court proceedings, by the Chairman.

The association shall also be represented by the Secretary General within the scope of the day-to-day management and for the execution of the decisions of the General Assembly and the Board of Directors. The Secretary General shall in particular validly represent the association (within the limits of the conditions stated in the internal act) towards banks and other financial institutions for any banking transactions falling within the scope of the ordinary course of business.

The association shall also be represented by special proxyholders within the scope of their powers.

V. Financial Statements

Art. 20 - Drawing up of financial statements

The business year begins on January 1 and ends on December 31 of each year, except for the first business year which has started at the date of incorporation of the association.

At the end of each business year, the Secretary General shall draw up the financial statements which shall then be adopted by the Board of Directors and submitted to the General Assembly for approval.

Art. 21 - Audit
The General Assembly may appoint one or more auditors to verify the financial statements and to present a report the General Assembly.

VI. Amendment to the by-laws, winding up

Art. 22 - Modification to the by laws
A decision to amend the by-laws may only be taken by the General Assembly and shall require (i) that at least two thirds of the members are present or represented and (ii) a majority vote of two thirds of the votes cast.

If less than two thirds of the members are present or represented, a second General Assembly shall be convened to definitively decide on the proposal to amend the bylaws by a majority vote of two thirds of the votes cast, irrespective of the number of members present or represented.

All amendments must be published in the Annexes to the Belgian State Gazette.

Art. 23 - Dissolution
The decision to wind up the association shall be taken under the same conditions of attendance or representation and majority as for an amendment to the by-Jaws.

The General Assembly shall determine the method of liquidation of the association, and shall allocate any remaining assets to a use in line with the association's purpose.

Art. 24 - Disputes
All disputes in connection with these by-laws shall be settled in accordance with the Arbitration and Conciliation Rules of the lnternational Chamber of Commerce by one or more arbitrators appointed according to these Rules. The arbitration will take place in Brussels. Belgian law will be applicable, in particular the law of October 25, 1919 on International Associations. The language of the procedure shall be French.