CONSTITUTION

OF

A COMPANY LIMITED BY BOTH SHARES AND BY GUARANTEE

1.             PRELIMINARY

Reference in this constitution to the Act shall mean the International Business Company Act 2004. The following Constitution shall constitute the Constitution of the Company.  In this Constitution words and expressions defined in the Act shall have the same meaning, and unless otherwise required by the context, the singular shall include the plural and vice-versa, the masculine shall include the feminine and neuter and reference to persons shall include corporations and all legal entities capable of having a legal existence.

The following words and expressions shall bear the meanings set out below, if not inconsistent with the subject or context:

2.         NAME OF COMPANY

The name of the Company is

3.            REGISTERED OFFICE

The Registered Office of the Company is situated at Care Of GT Group Limited, Government Buildings, Principality of Hutt River Principality, Australasia.

4.            REGISTERED AGENT

The registered agent of the Company is GT Group Limited, Government Buildings, Principality of Hutt River Principality, Australasia, or such other approved Registered Agent as the directors or members may from time to time determine.

5.            COMPANY LIMITED BY BOTH SHARES AND GUARANTEE

The Company is a company Limited by both Shares and Guarantee.

6.            LIMITED LIABILITY

The liability of members of the Company is limited to the amount of shares that they have subscribed for, or the amount that they have guaranteed as the case may apply.

7.            GENERAL OBJECT AND POWERS

Subject to Clause 8 of this Constitution, the objects for which the company is established are to engage in any act or activity that is not prohibited under any law for the time being in force in HR Principality including, but not limited to: -

7.1          To purchase or otherwise acquire and undertake the whole or any part of the business, goodwill, assets and liabilities of any person, firm or company; to acquire an interest in, amalgamate with or enter into partnership, joint venture or profit-sharing arrangements with any person, firm or company; to promote, sponsor, establish, constitute, form, participate in, organize, manage, supervise and control any corporation, company, syndicate, business or institution.

7.2          To import, export, buy, sell (wholesale and retail), exchange, barter, let on hire, distribute and otherwise deal in and turn to account goods, materials, commodities, produce and merchandise generally in their prepared, manufactured, semi-manufactured and raw state.

7.3          To purchase or otherwise acquire and hold, in any manner and upon any terms, and to underwrite and deal in shares, stocks, debentures, global depository receipts, foreign currency convertible bonds, debenture stock, annuities and foreign exchange, foreign currency deposits and commodities, and from powers incidental to the Company's interest therein, and to invest or deal with the moneys of the Company not immediately required for its operations in such manner as the Company may think fit.

7.4          To enter into, carry on and participate in financial transactions and operations of all kinds in any part of the world.

7.5          To manufacture, construct, assemble, design, repair, refine, develop, alter, convert, refit, prepare, treat, render marketable, process and otherwise produce materials, fuels, chemicals, substances and industrial, commercial and consumer products of all kinds.

7.6          To apply for, register, purchase or otherwise acquire and protect, prolong, and renew, in any part of the world, any intellectual and industrial property and technology of whatsoever kind or nature and licenses, protections and concessions therefore, and to use, turn to account, develop, manufacture, experiment upon, test, improve and license the same.

 

7.7          To purchase or otherwise acquire and to hold, own, license, maintain, work, exploit, farm, cultivate, use, develop, improve, sell, let, surrender, exchange, hire, convey or otherwise deal in lands, mines, natural resources, and mineral, timber and water rights, where-so-ever situated, and any interest, estate and rights in any real, personal or mixed property and any franchises, rights, licenses or privileges, and to collect, manage, invest, reinvest, adjust, and in any manner to dispose of the income, profits and interest arising there from.

7.8          To improve, manage, develop, sell, let, exchange, invest, reinvest, settle, grant licenses, easements, options, servitudes and other rights over, or otherwise deal with all or any part of the Company's property, undertaking and assets (present and future) including uncalled capital, and any of the Company's rights, interests and privileges.

7.9          To acquire, sell, own, lease, let out on hire, administer, manage, control, operate, construct, repair, alter, equip, furnish, fit out, decorate, improve and otherwise undertake and deal in engineering and construction works, buildings, projects, offices and structures of all kinds.

7.10        To carry on business as consulting engineers in all fields including without limitation civil, mechanical, chemical, structural, marine, mining, industrial, aeronautical, electronic and electrical engineering, and to provide architectural, design and other consultancy services of all kinds.

7.11        To purchase or otherwise acquire, take in exchange, charter, hire, build, construct, own, work, manage, operate and otherwise deal with any ship, boat, barge or other waterborne vessel, hovercraft, balloon, aircraft, helicopter, spacecraft or other flying machine, coach, motor vehicle, carriage (however powered) or other vehicle, or any share or interest therein.

7.12        To establish, maintain, and operate sea, air, inland waterway and land transport enterprises (public and private) and all ancillary services.

7.13        To act as advisers, consultants, researchers, analysts and brokers of whatsoever kind or nature in all branches of trade, commerce, industry and finance.

7.14        To provide or procure the provision of every and any service or facility required by any person, firm or company.

7.15        To provide agency, corporate, office and business services to any person, firm or company.

7.16        To carry on all or any of the businesses of shippers and ship-owners, ship and boat-builders, charterers, shipping and forwarding agents, ship managers, wharfingers, lightermen, stevedores, packers, storers, fishermen and trawlers.

7.17        To carry on all or any of the businesses of hoteliers and restaurateurs and sponsors, managers and licensees of all kinds of sporting, competitive, social and leisure activities and of clubs, associations and social gatherings of all kinds and purposes.

7.18        To carry on business as auctioneers, appraisers, valuers, surveyors, land and estate agents.

7.19        To carry on business as farmers, graziers, dealers in and breeders of livestock, horticulturists and market gardeners.

7.20        To carry on all or any of the businesses of printers, publishers, designers, draughtsmen, journalists, press and literary agents, tourist and travel agents, advertisers, advertising and marketing agents and contractors, personal and promotional representatives, artists, sculptors, decorators, illustrators, photographers, film makers, producers and distributors, publicity agents and display specialists.

7.21        To establish and carry on institutions of education, instruction or research and to provide for the giving and holding of lectures, scholarships, awards, exhibitions, classes and meetings for the promotion and advancement of education or the dissemination of knowledge generally.

7.22        To carry on business as jewelers, goldsmiths, silversmiths and bullion dealers and to import, export, buy, sell and deal in (wholesale and retail) jewelry, gold, silver and bullion, gold and silver plate, articles of value, objects of art and such other articles and goods as the Company thinks fit, and to establish factories for culturing, processing and manufacturing goods for the above business.

7.23        To design, invent, develop, modify, adapt, alter, improve and apply any object, article, device, appliance, utensil or product for any use or purpose whatsoever.

7.24        To develop, acquire, store, license, apply, assign, exploit all and any forms of computer and other electronic software, programs and applications and information, databases and reference material and computer, digital and other electronic recording, retrieval, processing and storage media of whatsoever kind and nature including any activities relating to the internet or the information superhighway.

7.25        To engage in the provision or processing of communications and telecommunications services, information retrieval and delivery and electronic message and database services.

7.26        To enter into any commercial or other arrangements with any government, authority, corporation, company or person and to obtain or enter into any legislation, orders, charters, contracts, decrees, rights, privileges, licenses, franchises, permits and concessions for any purpose and to carry out, exercise and comply with the same and to make, execute, enter into, commence, carry on, prosecute and defend all steps, contracts, agreements, negotiations, legal and other proceedings, compromises, arrangements, and schemes and to do all other acts, matters and things which shall at any time appear conducive or expedient for the advantage or protection of the Company.

7.27        To take out insurance in respect of any and all insurable risks which may affect the Company or any other company or person.

7.28        To lend and advance money and grant and provide credit and financial or other accommodation to any person, firm or company.

7.29        To borrow or raise money in such manner as the Company shall think fit and in particular by the issue (whether at par or at a premium or discount and for such consideration as the Company may think fit) of bonds, debentures or debenture stock, mortgages or charges, perpetual or otherwise, and if the Company thinks fit charged upon all or any of the Company's property (both present and future) and undertaking including its uncalled capital and further, if so thought fit, convertible into any stock or shares of the Company or any other Company and collaterally or further to secure any obligations of the Company by a trust deed or other assurance.

7.30        To guarantee or otherwise support or secure, either with or without the Company receiving any consideration or advantage and whether by personal covenant or by mortgaging or charging all or part of the undertaking, property, assets and rights (present and future) and uncalled capital of the Company or by both such methods or by any other means whatsoever, the liabilities and obligations of and the payment of any moneys whatsoever (including but not limited to capital, principal, premiums, interest, dividends, costs and expenses on any stocks, shares or securities) by any person, firm or company whatsoever including but not limited to any company which is for the time being the holding company or a subsidiary of the Company or of the Company's holding company or is otherwise associated with the Company in its business, and to act as agents for the collection, receipt or payment of money, and to enter into any contract of indemnity or surety-ship.

7.31        To draw, make, accept, endorse, negotiate, discount, execute, issue, purchase or otherwise acquire, exchange, surrender, convert, make advances upon, hold, charge, sell and otherwise deal in bills of exchange, cheques, letters of credit, promissory notes, and other negotiable instruments and bills of lading, warrants, and other instruments relating to goods.

7.32        To give any remuneration or other compensation or reward (in cash or securities or in any other manner the Directors may think fit) to any person for services rendered or to be rendered in the conduct or course of the Company's business or in placing or procuring subscriptions of or otherwise assisting in the issue of any securities of the Company or any other company formed or promoted by the Company or in which the Company may be interested or in or about the formation or promotion of the Company or any other company as aforesaid.

7.33        To grant or procure pensions, allowances, gratuities and other payments and benefits of whatsoever nature to or for any person and to make payments towards insurances or other arrangements likely to benefit any person or advance the interests of the Company or of its members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to further the interests of the Company or of its members or for any national, charitable, benevolent, educational, social, public, general or useful object.

7.34        To pay all expenses preliminary or incidental to the formation and promotion of the Company or any other company and the conduct of the business of the Company or any other company.

7.35        To procure the Company to be registered or recognized in any territory.

7.36        To cease carrying on and wind up any business or activity of the Company, and to cancel any registration of and to wind up and procure the dissolution of the Company in any territory.

7.37        To distribute any part of the undertaking, property and assets of the Company among its creditors and members in specie or in kind but so that no distribution amounting to a reduction of capital may be made without the sanction (if any) for the time being required by law.

7.38        To appoint agents, experts, accountants and attorneys to do any and all of the above matters and things on behalf of the Company or any thing or matter for which the Company acts as agent or is in any other way whatsoever interested or concerned in any part of the world.

7.39        To do all and any of the above matters or things in any part of the world and either as principal, agent, contractor or otherwise and by or through agents or otherwise and either alone or in conjunction with others, and generally upon such terms and in such manner and for such consideration and security (if any) as the Company shall think fit including the issue and allotment of securities of the Company in payment or part payment for any property acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less that the nominal amount of such securities) or for any other purpose.

7.40        To carry on any other business or activity and do any act or thing which in the opinion of the Company is or may be capable of being conveniently carried on or done in connection with any of the above, or likely directly or indirectly to enhance the value of or render more profitable all or any part of the Company's property or assets or otherwise to advance the interests of the Company or its members.

7.41        To have all such powers as are permitted by law for the time being in force in the Principality of Hutt River Principality, irrespective of corporate benefit, to perform all acts and engage in all activities necessary, conducive or incidental to the conduct, promotion or attainment of the above objects of the Company or any of them.

7.42        It is hereby declared that the intention is that each of the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be an independent main object and be in nowise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

8.            EXCLUSIONS

8.1          The company shall not:

8.1.1 have as beneficial owner of any of its shares a person resident in the Commonwealth of Australia, or HR Principality;

8.1.2       carry on business with persons resident in the Commonwealth of Australia, or HR Principality;

8.1.3                carry on any dealings in Australian dollars or the currency of HR Principality;

8.1.4       own an interest in immovable property situated in the HR Principality other than such right as may arise from its occupation of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained;

8.1.5       hold any share, debenture, security or any interest in any company or partnership or society or in any body corporate or association formed under any enactment in force in HR Principality other than in a company formed under this Act;

8.1.6       raise capital by means of an offer to the public of any securities or units in the Company for subscription, sale or exchange;

8.1.7                carry on any banking, insurance or reinsurance business;

8.1.8       carry on the business of company formation, administration and management or of providing the registered office or of providing nominee services for companies or of providing trusteeship services;

8.1.9          carry on the business of holding or managing or otherwise deal with a collective investment fund or scheme as a professional functionary;

8.1.10       offer or purport to offer or provide professional financial services;

9.            LIABILITY OF GUARANTEE MEMBER

9.1          Each guarantee member undertakes to contribute to the assets of the Company in the event of a winding up during the time that he is a guarantee member of within one year afterwards, for payment of the debts and liabilities of the Company contracted before the time at which he ceases to be a member and of the costs, charges and expenses of winding up the Company and for the adjustment of the rights of the contributors among themselves, such amounts as may be required, not exceeding the sum of  five hundred Euros.

9.2          If upon the winding up or dissolution of the Company there remains after the satisfaction of all debts and liabilities, any property whatsoever, the same shall be paid to or distributed among the guarantee members of the company.

10.            GUARANTEE MEMBERSHIP

10.1        Such persons as the board of directors shall admit to guarantee membership shall be guarantee members of the Company subject to obtaining written acceptance from the proposed guarantee member.

10.2        Every application for guarantee membership shall be made in writing signed by the applicant in such form as the board of directors shall from time to time prescribe or approve, and the board of directors shall have an absolute discretion to accept or reject any application without giving any reason therefore.

10.3        The Company shall have a minimum of one guarantee member.

10.4        At the same time as the appointment of the first director(s) of the Company, there shall be appointed at least one guarantee member.

10.5        The directors of the Company shall cause to be kept a register of guarantee members in which shall be entered;

10.5.1                the names and addresses of guarantee members of the Company;

10.5.2                the date when a person commences and ceases to be a guarantee member; and

10.5.3                the date of each entry in the register

11.        RULES RELATING TO GUARANTEE MEMBERS

11.1        Every guarantee member of the Company shall be absolutely bound by these Memorandum and Articles of Association and shall have the following obligations:

10.1.1                to observe and obey all resolutions passed by the Company in general meeting.

10.1.2                to assist the Company in the promotion of the objects of the Company.

10.1.3     to pay all fees and charges (if any) payable to the Company as the directors may from time to time determine.

11.2        The rights and privileges of a guarantee member shall be personal to himself. They shall not be transferable and shall cease upon his death or winding up.

11.3            A guarantee member shall cease to become such in the event of one of the following: 

11.3.1                in the event of death of the guarantee member;

11.3.2     any guarantee member who has tendered his resignation by notice in writing, which has been accepted in writing by the board of directors;

11.3.3     any guarantee member who has been found by any competent authority to be of unsound mind;

11.3.4     any guarantee member who is adjudicated a bankrupt or insolvent under the laws of any jurisdiction.

 

11.4        Any person so ceasing to be a guarantee member may be readmitted to guarantee membership by the board of directors.

11.5        If any guarantee member shall neglect for three months to pay any money due from him to the Company, the Company may forthwith suspend his privileges and rights of guarantee membership and may serve upon him a notice in writing appointing a day for payment. If he is in default for one month after service of such notice, his guarantee membership may cease at the discretion of the board of directors.

11.6        In the event of such a guarantee member paying all sums due and outstanding his guarantee membership shall subject to the approval of the board of directors, be reinstated.

12.        SHARE CAPITAL

12.1                CURRENCY

Shares in the Company shall be issued in the currency of the European Community, or such other currencies as the Company may from time to time determine.

12.2                AUTHORIZED CAPITAL

The directors will set the authorized capital of the Company from time to time.

12.3                CLASSES, NUMBER AND PAR VALUE OF SHARES

12.3.1     The authorized share capital of the Company set by the directors has one vote for each share.

12.3.2     The shares of the Company may be issued with or without a par value provided that all the ordinary shares or all the preference shares of the Company shall consist of one kind or the other. Par value shares may be stated in more than one currency.

12.3.3     The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares.

13.                SHARES, AUTHORISED CAPITAL AND CAPITAL

13.1        ISSUE OF NEW SHARES

13.1.1     New Shares shall be issued in accordance with the Act subject to clause 13.2 of this constitution.

13.1.2     Subject to the provisions of the Constitution and any resolution of members the un-issued shares of the Company shall be at the disposal of the directors who may, without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons at such times and upon such terms and conditions as the Company may by resolution of directors determine.

13.1.3     Shares in the Company shall be issued for money, services rendered, personal property, an interest in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors.

13.2        RIGHTS AND QUALIFICATIONS OF SHARES

13.2.1     For the Purposes of section 52 of the Act, the Company shall be expressly authorized to approve the terms and conditions of issue of shares which confer rights other than as set out in section 46(2) of the Act, by way of a resolution of the Board of Directors and without the prior approval of an ordinary resolution of shareholders of the Company.

13.2.2     The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series of shares that the Company is authorized to issue shall be fixed by resolution of a meeting of directors deciding to create classes of shares and all the aforesaid rights as to voting, redemption but without dividends or distributions of any kind.

 

14.                 INCREASES, ALTERATION AND REDUCTION OF CAPITAL

14.1        The Company may, from time to time by special resolution of the members amend the Constitution to increase or reduce its authorised share capital by such sum to be divided into shares of such amount as the resolution shall specify and in connection therewith the Company may in respect of any un-issued shares increase or reduce the number of such shares, increase or reduce the par value of any such shares or effect a combination of the foregoing.

14.2        The Company may from time to time by special resolution of the members amend the Constitution to:

 

14.2.1    (a) consolidate the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series; or

(b) divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series provided, however, that where shares are consolidated or divided under (a) or (b) of this Article, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares;

14.2.2     cancel any shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of its shares so cancelled;

14.2.3                subdivide its shares or any of them into shares of smaller amount than fixed by the Constitution; provided always that in the subdivision of an existing share the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

14.2.4     reduce its share capital, any capital redemption reserve or any share premium account in any manner.

14.3        The capital of the Company may by special resolution of its members be increased by capitalizing any amount of the surplus of the Company, and, subject to the provisions of clauses 14.4 and 14.5 of the Constitution and of section 62 of the Act the capital of the Company may by special resolution also be reduced.

14.4        No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company.

14.5        No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company, and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

14.6        Where the Company reduces its capital the Company may:

14.6.1     return to its members any amount received by the Company upon the issue of any of its shares;

14.6.2                purchase, redeem or otherwise acquire its shares out of capital; or           

 

14.6.3     cancel any capital that is lost or not represented by assets having a realizable value.

15.         REGISTERED SHARES

15.1        The Company may issue only registered shares.

15.2        Upon application by a member, the Company shall within 28 days of the date of receipt of the application issue to that member holding shares in the Company, a certificate:

15.2.1    signed by two directors or two officers of the Company or by one director and one officer; or            

 

15.2.2     under the common seal of the Company, if the Company has one, evidenced by the signature of any director, Company secretary or other officer of the Company.

15.3        Any member receiving a share certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of the wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors.

15.4        If several persons are registered as joint holders of any shares, any one of such persons may be given an effectual receipt for any dividend payable in respect of such shares.

16.        SHARE REGISTER

16.1        In accordance with the Act, the Company shall keep the following records at its registered office or at such other place as the Directors may determine:

(a)           minutes of all meetings of, and copies of all resolutions consented to by the Directors or Shareholders;

(b)           such accounting records as the Directors consider necessary or desirable in order to reflect the financial position of the Company;

(c)           a share register in accordance with the Act; and

(d)           a register of mortgages and charges.

16.2        The share register of the Company may be divided into two or more registers and kept in different places provided that the principal register shall be kept in Mauritius

17.            PURCHASE OR ACQUISITION OF OWN SHARES AND ISSUE OF REDEEMABLE SHARES

17.1       In accordance with the Act, the Company shall be expressly authorised to purchase or otherwise acquire Shares issued by it.

17.2        Subject to any restrictions or conditions imposed by law, the Company shall be expressly authorised to hold Shares acquired by it pursuant to the Act.

17.3        For the purposes of the Act, the Company shall be expressly authorised to transfer Shares that it holds in itself.

17.4        The Company may issue redeemable shares.

.

17.5        The Company may dispose of treasury shares on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine.

17.6     The Company may purchase, redeem or otherwise acquire and hold its own shares but no purchase, redemption or other acquisition, which shall constitute a reduction in capital, shall be made except in compliance with this Constitution and in accordance with the Act.

17.7     Shares that the Company purchases, redeems or otherwise acquires may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital and would otherwise infringe upon the requirements of the Act, or to the extent that such shares are in excess of eighty per cent of the issued shares of the Company, in which case they shall be cancelled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company.

17.8     No notice of a trust, whether expressed, implied or constructive, shall be entered in the share register.  Except as required by law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by the Constitution or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof by the registered holder.

17.9    The directors of the Company shall cause to be kept a register of shareholders (the “Share Register” as set out in Section 13 of this Constitution and shall be responsible for ensuring that the share register is properly kept and that share transfers are promptly entered on it.

17.10  The share register may be in any form approved by the directors, including magnetic, electronic, or other data storage form, so long as legible evidence of its contents may be produced.

17.11  A copy of the share register, commencing from the date of the registration of the Company, shall be kept at the Registered Office of the Company

18.     CALLS ON SHARES AND FORFEITURE OF SHARES

Calls on Shares and forfeiture of Shares shall be conducted in accordance with the Act.

19.   TRANSFER OF SHARES

19.1     Subject to paragraph 19.2 below, every change in the ownership of Shares in the capital of the Company shall be subject to the limitations and restrictions set out in the Act.

19.2        The Company shall not be required to treat a transferee of a share in the Company as a member until the transferee's name has been entered in the share register.

19.3        Subject to any limitations in the Constitution, the Company must on application of the transferor or transferee of a share in the Company, enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of directors determine provided always that such registration shall not be suspended and the share register closed for more than thirty days in any period of twelve months.

20.                DIRECTORS’ RIGHT TO REFUSE REGISTRATION OF TRANSFERS

20.1        Subject to compliance with the Act, the Board may refuse or delay the registration of any transfer of any Share to any person whether an existing Shareholder or not, where -

(a)           so required by law;

(b)                registration would impose on the transferee a liability to the Company and the transferee has not signed the transfer;

(c)           a holder of any such Share has failed to pay on the due date any amount payable thereon either in terms of the issue thereof or in accordance with the Constitution (including any call made thereon);

(d)           the transferee is a minor or a person of unsound mind;

(e)           the transfer is not accompanied by such proof as the Board reasonably requires of the right of the transferor to make the transfer;

(f)            the Board acting in good faith decides in its sole discretion that registration of the transfer would not be in the best interests of the Company and/or any of its Shareholders.

21.            TRANSMISSION OF SHARES

21.1        The executor or administrator of a deceased member, the guardian of an incompetent member, the liquidator, receiver or administrator of a corporate member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in clauses 21.2 and 21.3. Nothing contained in this paragraph 21 shall release the estate of a deceased joint holder from any liability in respect of any Share that had been jointly held by the deceased with other persons.

21.2        Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member or liquidation, receivership or administration of a corporate member shall be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

21.3        Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member or liquidation, receivership or administration of a corporate member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

22.            MEETINGS OF MEMBERS

22.1        The directors may convene meetings of the members of the Company at such times and in such manner and place as the directors consider necessary or desirable, and they shall convene such a meeting upon the written request of members holding more than 50 per cent of the votes of the outstanding voting shares in the Company.

22.2        Seven days notice, at the least, specifying the place, the day, and the hour of the meeting and general nature of the business to be conducted shall be given in a manner hereinafter mentioned to every person whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting, and to the every director, secretary and auditor of the Company.

22.3        A meeting of the members shall be deemed to have been validly held, notwithstanding that it is held in contravention of the requirement to give notice in Article 22.2, if notice of the meeting is waived by all of the members having a right to attend and vote at the meeting; and for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on his part.

22.4        The inadvertent failure of the directors to give notice of a meeting to a member or to the agent or attorney as the case may be, or the fact that a member or such agent or attorney has not received the notice, does not invalidate the proceedings at that meeting.

22.5     Subject to clause 22.7, no business shall be transacted at any meeting unless a quorum of members is present at the time when the meeting proceeds to business.

22.6     A quorum shall consist of the holder or holders present in person or by proxy of not less than one-third of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon.

22.7     If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened under the Act, shall be dissolved, in any other case it shall stand adjourned to the same day in the next week, at the same time and place, provided such day is a working day and otherwise to the next following working day or to such other day and at such other time and place as the Directors may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

22.8     The Chairman, if any, of the Board of Directors shall preside as Chairman at every Meeting of the Company or, if there be no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting.

22.9     The Chairman may, with the consent of any meeting at which a quorum is present (and shall, if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given, as in the case of an original meeting (but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting). Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

22.10  At a Meeting a resolution put to the vote of the meeting shall be decided by a poll. In the case of an equality of votes on a poll, the Chairman of the Meeting shall be entitled to a casting vote.

22.11  On a poll, every member present in person or by proxy or by Attorney or other duly authorized representative shall have one vote for each share he holds, but this provision shall be subject to the conditions with respect to voting power attached to any shares which may be subject to special conditions.

22.12  A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other.

22.13  The Legal Administrator or guardian of a minor, as well as the guardian of a lunatic member or of an interdicted member and all other legal representatives of a member holding shares conferring the right to vote and who according to law is not entitled to act personally, may vote at any Meeting either personally or by proxy in respect of the share or shares belonging to the minor or the lunatic or interdicted member or other incapacitated member he represents as aforesaid, in the same manner as if he were the registered holder of the share or shares, provided that forty eight hours at least before the time of holding the meeting at which he proposes to vote, he shall have satisfied the directors that he is such legal administrator or guardian or legal representative or that the directors have previously admitted his right to vote in respect of those shares.

22.14  No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.

22.15  The instrument appointing a proxy shall be printed or written or typewritten and signed by the appointer or the attorney having power on that behalf or, if the appointer is a corporate body under the hand of an officer or agent duly authorized in writing by the corporate body. The holder of a General Power of Attorney given to him by a shareholder or of a Special Power of Attorney for the purpose of representing the appointer in all affairs relating to the Company, or the duly authorized representative of a corporation or company as aforesaid shall, if so authorized be entitled to attend, take part in all meetings of the Company and vote thereat, whether or not he be himself a shareholder of the Company.

22.19  The instrument appointing a proxy and the Power of Attorney or other authority, if any, under which it is signed, or a Notarized Certified Copy of that power or authority shall be deposited at the Registered Office of the Company, or at such other place as is specified for that purpose in the notice convening the meeting, not less than forty eight hours before the time appointed for holding the meeting.

22.20  An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit.

I/We...................................................of ...........................................................being a Member/s of the Company, do hereby appoint .....................................................of .................................................... as my/our proxy to vote for me/us and on my/our behalf at the Meeting of the Company to be held on the.............day of ....................20...  and at any adjournment thereof.

Signed this ............day of .............................20... 

 

22.21  The instrument appointing a proxy shall be deemed to confer authority to join in a poll.

22.22  A vote given in accordance with the terms of a Power of Attorney or of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the Power of Attorney or instrument of proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.

22.23  An action that may be taken at a meeting of members may also be taken by a resolution of members consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication, without the need for any notice but if any resolution of members is adopted otherwise than by the unanimous consent of all members, a copy of such resolution shall forthwith be sent to all members not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more members.

22.24  Any body corporate which is a member of the Company may, by resolution of its directors or other Governing Body, authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the company.

23.     SPECIAL RESOLUTIONS

23.1    Where Shareholders exercise a power to approve any of the following, that power may only be exercised by Special Resolution:

a)       an alteration to, or revocation of, this Constitution or the adoption of a new constitution;

b)       a major transaction;

c)       an amalgamation of the Company under the Act; or

d)       the liquidation of the Company.

23.2    Any decision made by Special Resolution may be rescinded only by a Special Resolution.

24.            DIRECTORS

24.1        The Directors of the Company shall be such person or persons, or a corporation, as may be appointed from time to time by Ordinary Resolution or by notice to the Company signed by the holder or holders for the time being of the majority of Ordinary Shares in the capital of the Company but so that the total number of Directors shall not at any time exceed the number fixed pursuant to paragraph 24.4 or by Ordinary Resolution pursuant to paragraph 24.5.

24.2        A resolution to appoint two or more Directors may be voted on as one resolution without each appointment being voted individually.

24.3        The first Directors are the persons named as the Directors in the First Minutes of the Company.

24.4        The minimum number of directors shall be one and the maximum shall be fifteen.

24.5        The Company may by Ordinary Resolution increase or reduce the number of Directors.

24.6        Each director shall hold office until his successor takes office or for the term, if any, fixed by resolution of members or until his death, resignation or removal, whichever is earlier.

24.7        A director may be removed from office, with or without cause, by a resolution of members or by resolution of directors.

24.8        A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice.

24.9        A vacancy in the Board of Directors may be filled by a resolution of members or the director (in case there is only one) or by a resolution of the majority of the remaining directors.

24.10      With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

24.11      A director shall not require a share qualification, and may be an individual or a Company.

24.12      The Company shall keep a register of Directors in accordance with the Act.

25.            POWERS OF DIRECTORS

25.1        The business and affairs of the Company shall be managed by the directors who will pay all expenses incurred preliminary to and in conjunction with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Constitution required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorized by this Constitution and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with this  Constitution nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

25.2        The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company.