interpretation - pty company registration web viewso, we have created this document as a simple...

MEMORANDUM OF INCORPORATION---------------------------------------

This Memorandum of Incorporation (MOI) was created using free resources available on Skylaw.co. Skylaw’s goal is to provide entrepreneurs with the resources required to prepare excellent quality legal documents, themselves, for free.

In addition, we provide market leading advisory and drafting services at a fraction of the price of conventional law firms.

The first few pages below contain a questionnaire table that will, once answered, create your MOI. Along with each question is a guidance note that explains the relevance of the question and suggests responses. Once you have completed the questions, the answers will be incorporated by reference into the remaining part of the MOI. The questions deal with the issues that clients typically consider to be most significant. However you really will need to read and understand the body of the MOI (which follows the questions). The document and its contents will ultimately be your responsibility only.

However, you are encouraged to view our guidance resources on Skylaw.co which will take you through the questions and assumptions. As always, we are available to assist you in any and every step of the way, just reach out to us on [email protected] (note, we may need to charge you for that service, but we will advise you before you incur any charge).

Remember, you will need to “adopt” this MOI by passing a shareholders resolution, and lodging it with the Companies and Intellectual Property Commission (“CIPC”). Directions and templates for doing all of that will soon also be available on Skylaw.co.

Skylaw makes this document available on the express basis that users of these documents take full responsibility and waive and indemnify Skylaw for any losses, damages, consequences, etc. (!) of use. Please don’t use this document if you don’t agree to that.

Notes:

- This document is intended to be completed by you electronically. So, we have created this document as a simple Microsoft word .doc

- Each question has suggested options for you to use as answers, and in places it allows you to add text. Where there are options that are not applicable, merely delete the inapplicable sections.

- To tidy this document up, we suggest you delete the text above before you present it to your shareholders!

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mailto:[email protected]

Table of Essentials: the essentials of this MOI are determined by the table below.

1. Essential Point Answer

Guidance Notes. These are simple tips, for further free guidance resources, please visit skylaw.co (We suggest you delete this column when you are finished completing the questions, the document will look more professional!)

2. Company name:

[INSERT] Proprietary Limited Pretty much self explanatory

3. Company Registration Number:

[INSERT] You will get this from your company incorporation docs, eg. Incorporation Certificate. An example of this number is 2015/123456/07 (don’t use that number as your own!)

4. Date on which the shareholders adopt the Special Resolution

Date: [INSERT]

Be sure to pass a shareholder’s special resolution with the same date. (You can find free examples of resolutions and guidance notes at skylaw.co)

5. What is the financial year end of the Company?

Choose one and delete the others:

28 February

Other: [INSERT]

6. Number of authorized shares

Number: [INSERT]

In words: [INSERT]

Remember: “authorized shares” are the number of shares which the company has been authorized to potentially issue. It is not the same as “issued shares” which are the number of shares actually issued and held by shareholders.

The number of authorized shares is so important we ask you to say it twice! Seriously. Under no circumstances must you issue more shares than you have authorized.

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7. What percentage of share votes need to vote in favour of an ordinary resolution?


More than 50% of the votes attached to all the shares

A higher figure: [INSERT] percent of votes attached to all the shares.

Remember: an “ordinary resolution” is the basic way in which shareholders make decisions. The standard position under the Companies act is that more than 50% of the shares need to be voted in favour of an ordinary resolution in order for it to pass or “be adopted” by the company.

(Strictly speaking, 50% the “votes attached to all shares” that can vote on a specific matter need to be voted in favour of the resolution. However, this version of our Skylaw MOI only provides for one class of shares, and so all shares can vote on any issue put to shareholders. In future versions, we will provide for more than one class)

Please remember: the difference between the percentage required for ordinary resolutions and special resolution needs to be at least 10%!

8. What percentage of shares need to vote in favour of a special resolution?


75% of the votes attached to all the shares.

Another figure: [INSERT] percent of votes attached to all the shares. [Reminder! Must be 10% more than the percentage required for ordinary resolutions! Delete these italic notes.]

Remember: a “special resolution” is the way in which shareholders make very important decisions. For example, the decision to sell all of the assets of the company, or the decision to issue more shares.

The standard position under the Companies Act is that 75% of the shares need to be voted in favour of a special resolution in order for it to pass or “be adopted” by the company.

(Strictly speaking, 50% the “votes attached to all shares” that can vote on a specific matter need to be voted in favour of the resolution. However, this version of our Skylaw MOI only provides for one class of shares, and so all shares can vote on any issue put to shareholders. In future versions, we will provide for more than one class)

Please remember: the difference between the percentage required for ordinary resolutions and special resolution needs to be at least 10%!

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9. How will Shareholders Vote?


One vote per share held by each shareholder.

One vote per shareholder each.

We strongly believe that you should choose “One vote per share held by each shareholder” but that’s just our view!

Importantly, this assumes that the company has only issued ordinary shares, each of which have one equally weighted vote on any matter on which the shareholders can vote. If you require “preferential” shares with special/restricted/conditional/limited voting rights, please speak with us and we can craft those for you.

10. Quorum for shareholder meetings


Holders of 25% of the shares

If a higher Percentage: shareholders holding a minimum percentage of shares equal to: percent.

Specific Shareholders: the following shareholders require to be present:o [INSERT] o [INSERT] o [INSERT]

“Quorum” means that a minimum number of shareholders need to be present at the meeting of shareholders. If that number is not met, then no decisions can be taken at that meeting! This is obviously extremely important. However, if quorum is not achieved in the first meeting, the standard position (which is also the case in this MOI) is that another meeting is called and if quorum is not achieved at that meeting, the meeting can go ahead.

Often the shareholders agree to increase this to a certain percentage of shares. In other cases, shareholders agree that specific shareholders need to be present for any matter to be discussed or agreed upon. All these options are given to you in the column to the left.

11. Dividend Policy


The Board may declare

dividends at its discretion, subject to the further terms of the MOI in particular clause 25.

The Board may declare dividends at its discretion, subject to the further terms of the MOI in particular clause 25, provided that the Company shall not be entitled to declare or distribute any Distributions to Shareholders

The dividend policy can be very simple, as in the case of the first option to the left – when the board knows it has free cash and that the Company will comply with the conditions in clause 25, then same can be distributed.

In some cases, the shareholders want to give more structured instructions. So, the second option to the left requires all shareholder loans to first be repaid.

Another common option is to pre-determine a percentage of free cash flow which must be distributed on a regular basis. You

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until the Company has repaid claims by Shareholders on Loan Account

Subject to clause 25, the Board must declare dividends in the following circumstances: [INSERT]

should consult your shareholders and your accountant when setting such a dividend policy.

12. Restrictions on share transfers

Restrictions on share transfers apply as described in clause 10. Keep if applicable:

However, any shareholder may transfer its shares to a company or a trust formed primarily for the benefit of: that shareholder and/or (in the case of a shareholder

who is a natural person) his/her spouse and/or descendants

As this is an MOI for a private company, by definition the transfer of shares by its shareholders are restricted. On that basis we have included clause 10, which describes the most basic of restrictions on transfer. Namely, this means that no shareholder can sell its shares without first offering its shares to the other shareholders.

The column to the left provides you with the ability to change the restriction on transfer. Essentially, it allows any shareholder to hold its shares through another entity. That may be through a company or a trust. The only condition is that the company or the trust be created for the primary benefit of the original shareholder or his/her family. If those conditions are satisfied, then the relevant shareholder can make that transfer without first offering the shares to the other shareholders AND without the consent of the other shareholders.

13. Nominee arrangements


Nominee arrangements are permitted without restriction

Nominee arrangements are permitted, but restricted

Nominee arrangements are not permitted

and clause 12 of the MOI is automatically applicable as

This allows one person (a “nominee”) to hold shares on behalf of another (a “beneficial owner”).

This is important: the holder will not be the true shareholder. Rather, all benefits (including the right to decide how shares votes are voted) actually lie with the beneficial owner.

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appropriate to the above selection.

14. Shareholder loans: interest


Shareholder loans will not attract interest

Shareholder loans will attract interest at the following rate of interest: [INSERT] percent.

It is very common for shareholders to provide loan funding to their company.

This clause just records whether interest will be paid by the company to the shareholders, and if so how much.

When it comes to interest, consider paying interest equal to the “prime” rate of interest your bank charges you, plus a “margin”. E.g. Prime rate charged by XX Bank plus 2%.

Alternatively, you can fix this interest percentage.

15. Shareholder loans: repayment


All shareholder loans will be repaid proportionately over time (“pro rata”) as and when the Company has the funds to do so.

Shareholder loans will be not be repaid proportionately over time (“pro rata”) but rather will be paid as follows (but only as and when the Company has the funds to do so):

o if any shareholder provides loan funding in a greater proportion than its shareholding in the Company; then

o the amount by which the loan is out of proportion will be repaid first, in priority to any other shareholder loan, until it is proportionate to the lender’s shareholding; and then

Typically shareholder loans are repaid proportionately (pro rata). For example:

if Shareholder A has loaned R90 and Shareholder B has loaned R10; and

the company has R10 free to repay its loans; then

the company will repay R9 rand to shareholder A and R1 to shareholder B

That is the first option in the column to the left.

However, in other circumstances, this may not be appropriate. For example, where one shareholder has provided a much larger amount of loan funding.

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o all shareholder loans will be repaid proportionately over time (“pro rata”).

16. Directors: what is the minimum number of directors?


A minimum of 1 director Another minimum number:

[INSERT]

We suggest selecting "a minimum of 1"

17. Who can elect Directors


All the directors will be selected by a majority vote of the shareholders

Each of the following shareholders will be entitled to appoint the corresponding number of directors:

o [INSERT SHAREHOLDER NAME] may elect [INSERT NUMBER] directors;




Typically the shareholders will agree on who the directors are at the commencement of a company.

However, it is also very common for one or more shareholders to have the right to elect certain directors.

18. Directors: Quorum.


The majority of directors who are appointed.

The following number of directors: [INSERT NUMBER]

“Quorum” means that certain directors HAVE to be present in order to have a valid board meeting.

If you choose “named directors” then fill in the names of those directors in the space provided below. Remember, if one of those directors resign, you will need to amend this MOI to change that!

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The directors who have been nominated and appointed by the following shareholders:

o [INSERT SHAREHOLDER NAME];

o [INSERT SHAREHOLDER NAME]

o [INSERT SHAREHOLDER NAME];

The following named directors:

o [INSERT DIRECTOR NAME]



19. How will directors vote


Each director will have one vote

Each director will vote number of shares held by shareholder who nominated that directors (divided by the number of directors nominated by that shareholder, who vote on the same topic)

Where a certain shareholder has the right to nominate a director, we far prefer each director to have the number of votes equal to the number of shares held by the shareholder who nominates him.

It gets slightly more complicated when a shareholder has the right to appoint more than one director! Basically, you need to ensure that each of that shareholder’s directors votes an equal number of votes. However, if only one director is present at the meeting, then he/she can vote all the votes.

20. The Board’s power to amend this MOI


The Board may only correct obvious errors: for example, spelling, punctuation, reference, grammar or similar defects.

The Board may make any amendments to this MOI in compliance with the Companies

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Act (specifically, section 16(1) or section 163)

21. The Board’s right to create “Rules”


The Board may create Rules.

The Board may not create Rules.

The Companies Act provides for “Rules” to be created by the board, which would guide the governance of the company. Select the first option if you think that this may be helpful. In our experience, most of our clients don’t have a use for this feature and they do not select it.

22. Will the Powers of the Board be restricted?


Yes

No

In many cases, the shareholders decide that some decisions can not be made by an ordinary majority of shareholders. In this case, the shareholders agree a list of subjects that will be classified as “restricted subjects”. You will have an opportunity to choose and/or describe these subjects in question 24.

23. If the answer to the above question (22) is “Yes”: who will need to approve decisions on “restricted subjects”?

Decisions on restricted subjects must be approved in writing by:

Choose either:

This topic is not applicable (because the “No” box has been ticked in question 22)

… or one of the following:

The board can make this decision, but only if it is approved by directors who are appointed by shareholders who hold [INSERT PERCENTAGE] voting rights attaching to the shares.

Shareholders who hold a majority of the voting rights attaching to shares

Shareholders who hold 75% or more of the voting rights attaching to shares

Now that you have choosen to restrict the powers of the board to make decisions on restricted subjects, you will need to explain how those decisions will be made? Here you will be asked to describe who it is that can approve decisions on restricted subjects.

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Other: [INSERT]

24. What are the “restricted subjects” for which approval must be obtained as described in question 23?

Choose either:

this topic is not applicable (because the “No” box has been ticked in question 22)

OR: select from the following list (DELETING the remainder)

incurring any long-term debt or any other material borrowing

giving any guarantee or suretyship or indemnity;

giving or amending any security over the Company's assets (for example: mortgages, liens or other charges);

stopping (permanently) or suspending (temporarily) any of the material business activities of the Company;

the approval of any budget and an annual business plan of the Company and the departure therefrom;

the amendment of this MOI;

selling, licensing or disposing any material asset of the Company (including, for example, Intellectual Property, software, equipment, etc.)

appointing or dismissing employees; and deciding or changing their remuneration packages (including benefits such as medical aid, pension and provident fund

By now this clause will only be relevant if you have:

chosen to restrict the powers of the board to make decisions on restricted subjects, and

explained how those decisions will be made,

Here you will be asked to describe what the restricted subjects. We have recorded some of the most common ones here. However, this could have been an even longer list if we recorded all the ones we have come across in business! So we have only included the ones that are most likely to be relevant to a typical business.

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benefits);

the undertaking of any of any act which requires a Special Resolution of the Company to be passed, pursuant to the Act;

taking on any material foreign exchange exposure, whether in the ordinary course of its trade or otherwise;

entering into any contract outside the ordinary course of the Company's business that could affect shareholder rights, or which involves a material payment obligation, or a material performance obligation;

the institution or defence of any legal proceedings other than those arising in the ordinary course of business;

purchasing or acquiring any other business, or any merging or amalgamating with other companies or businesses;

making any loan to any party exceeding R [INSERT AMOUNT], or making more than one loan in any financial year to any party’s in the aggregate in excess of R [INSERT AMOUNT], other than in the ordinary course of business of the Company;

creating, adopting or changing the Company's financial policy or accounting policy

a compromise generally with the Company's creditors;

the winding up of the Company or any application for business rescue;

setting up, or acquiring a

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subsidiary company;

the payment of any management fees by the Company to any third party;

starting any new business activity outside the scope of the business of the Company;

any Fundamental Transaction contemplated by Chapter 5 of the Act

Other: [INSERT]

Other: [INSERT]

Other: [INSERT]

1 INTERPRETATION

In this MOI –

1.1 words defined in the Act but not defined in this MOI will bear the same meaning, where applicable, in this MOI as in the Act. For ease of reference all defined terms have been capitalised in this MOI (including the relevant definitions contained in the Act);

1.2 unless the context otherwise requires –

1.2.1 "Companies Act" or the “Act” means the Companies Act, No. 71 of 2008, as amended from time to time;

1.2.2 "Company" means the company so defined in item 2 and 3 of the Table of Essentials, a profit company registered and incorporated under the Act, with its registered address situated at Company address;

1.2.3 "Deliver" means –

1.2.3.1 the manner of delivery described in clause 26.6 of this MOI; and

1.2.3.2 as permitted by the Act;

1.2.4 "Email Address" means any email address furnished to the Company by a Holder;

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1.2.5 "Holders" means registered holders of Securities;

1.2.6 "Immediate Relation" means a person who is -

1.2.6.1 a Shareholder's spouse;

1.2.6.2 a child (including an adopted child) of a Shareholder;

1.2.7 "Ineligible or Disqualified" means any person who is ineligible or disqualified in terms of the Act. For the avoidance of doubt, the definition "Ineligible or Disqualified" shall apply to Directors, members of Board committees and Prescribed Officers;

1.2.8 "Intellectual Property" means, without limitation, copyrights, patents, trade marks, designs or models, trade patterns, trade names and any other type of intellectual property and any rights to them (including applications for and rights to obtain or use same) which are used and/or held, whether or not currently used, by the Company including any upgrades, enhancements or revisions;

1.2.9 "Loan Account" means any claim on loan account which any Shareholder may have against the Company from time to time;

1.2.10 "MOI" means this Memorandum of Incorporation;

1.2.11 "Regulations" means regulations published pursuant to the Act;

1.2.12 "Shareholders" means the registered holders of the Shares from time to time;

1.2.13 "Shareholders’ Agreement" means, at any time, irrespective of whether it is described as a shareholders’ agreement, any written agreement(s) to which all of the Shareholders at that time are party and which relates in whole or in part to their rights and obligations in relation to each other and/or the Company as Shareholders;

1.2.14 "Shares" means the ordinary no par value shares in the capital of the Company, having the rights and privileges set out in this MOI;

1.2.15 “Table of Essentials” means the table in the introductory section of this MOI in which the shareholders record certain essential elements in order to create this MOI;

1.2.16 "Writing" includes Electronic Communication but with regard to any Holder entitled to vote, only to the extent that such Holder has notified the Company of an Email Address;

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1.3 references to Holders "represented by proxy" shall include Holders entitled to vote by representation through an agent appointed under a general or special power of attorney;

1.4 references to Holders entitled to vote while "present" shall include juristic persons represented by duly authorised representative or acting in the manner prescribed in the Act;

1.5 all references to "section(s)" in this MOI refer to the sections of the Act, unless the context indicates otherwise;

1.6 headings in this MOI are for reference purposes only and shall not affect the interpretation of this MOI;

1.7 words in the singular shall include the plural, and words in the plural shall include the singular, words importing the masculine gender shall include the female gender, and words importing persons shall include created entities (corporate or not);

1.8 if any term is defined within the context of any particular clause in the MOI, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this MOI, notwithstanding that the term has not been defined in this interpretation provision; and

1.9 the rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply to this MOI.

2 CALCULATION OF BUSINESS DAYS

When a particular number of Business Days is provided for between the happening of one event and another in this MOI, the number of days must be calculated by –

2.1 excluding the day on which the first such event occurs;

2.2 including the day on or by which the second event is to occur; and

2.3 excluding any public holiday, Saturday or Sunday that falls on or between the days contemplated in clauses 2.1 and 2.2, respectively.

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PART 1 – NATURE OF COMPANY

3 PRIVATE COMPANY

The Company is a Private Company as it:

3.1 is a Profit Company;

3.2 is prohibited from offering any of its Securities to the public; and

3.3 has restrictions on the transferability of its Securities, as set out in clause 10.

4 AMENDMENTS TO THIS MOI

4.1 The Board’s power to amend is described in item 20 of the Table of Essentials.

PART 2 – SECURITIES

5 AUTHORISED AND ISSUED SECURITIES

5.1 The Company’s authorized shares are described in item 6 of the Table of Essentials.

5.2 Each Share entitles the Holder to –

5.2.1 vote on any matter to be decided by a vote of Shareholders;

5.2.2 participate in any Distribution to the Shareholders, subject at all times to clause 25.1.1;

5.2.3 share in the Distribution of the Company’s residual value upon its dissolution.

5.3 The Board shall not have the power to amend the authorisation (including increasing or decreasing the number) and classification of Shares (including determining rights and preferences) as contemplated in section 36(2)(b) or section 36(3) of the Act.

5.4 All Securities of a class shall rank parri passu in all respects.

5.5 All or any of the rights, privileges or conditions for the time being associated with any class of Securities of the Company may (unless otherwise provided by the terms of issue of the Securities of that class),

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whether or not the Company is being wound up, be varied in any manner with the consent of the majority of all of the Holders of all the issued Securities of that class.

6 CAPITAL AND LOAN ACCOUNTS

6.1 The amount of funding required from time to time by the Company shall be determined by the board of directors of the Company.

6.2 All funding required from time to time as determined in accordance with the provisions of clause 6.1, after having regard to such funding as is made available to the Company from outside sources, may be provided on Loan Account by the Shareholders pro rata to their respective shareholdings. For the avoidance of doubt, no Shareholder shall be obliged at any time to provide funding to the Company.

6.3 Shareholders' Loan Accounts against the Company shall be subject to the terms and conditions described in items 14 and 15 of the Table of Essentials, provided that they shall in any event be repaid on the granting of any order (whether provisional or final) placing the Company under business rescue or in liquidation or on the granting of any final judgement against the Company in an amount exceeding 50% (fifty percent) of the Loan Accounts, if the Company does not satisfy the judgement within 30 (thirty) days after it becomes final.

7 AUTHORITY TO ISSUE SECURITIES

7.1 The Board shall not have the power to issue –

7.1.1 authorised Shares;

7.1.2 options relating to Shares;

7.1.3 Shares contemplated in sections 41(1) and (3) of the Act;

7.1.4 secured and unsecured debt instruments to which special privileges are to be granted as contemplated in section 43(3) of the Act; and

7.1.5 secured and unsecured debt instruments as contemplated in section 43(2)(a) of the Act,

without the prior approval of Special Resolution.

7.2 Any approval contemplated by clause 7.1 may be in the form of –

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7.2.1 a general authority to the Directors, whether conditional or unconditional, to allot or issue any of the Shares contemplated in clauses 7.1 in their discretion; or

7.2.2 a specific authority in respect of any particular allotment or issue of the Shares contemplated in clause 7.1.

7.3 The approval contemplated by clause 7.1 shall be effective for the period provided in the Special Resolution in question but may be revoked at any time by Special Resolution.

7.4 The Board may issue capitalisation Shares or offer a cash payment in lieu of awarding a capitalisation Share in accordance with section 47 of the Act.

8 PRE-EMPTION ON ISSUE OF EQUITY SECURITIES

8.1 Each Shareholder has a right, before any other Person who is not a Shareholder, to be offered and subscribe for a percentage of the Securities to be issued by the Company. This right:

8.1.1 must be exercised within a reasonable period determined by the Board;

8.1.2 will be in proportion to the Voting Power of that Shareholder’s general Voting Rights immediately before the offer was made;

8.1.3 can be waived on behalf of all Shareholders by a Special resolution of Shareholders.

8.2 The offer to the Shareholders referred to in clause 8.1 shall be Delivered in Writing and must state:

8.2.1 the number of Securities offered;

8.2.2 a reasonable time, determined by the Board, by which the offer must be accepted; and

8.2.3 the requisite portion of the subscription price to be paid, failing which the offer shall be deemed to have been rejected.

8.3 In exercising a right in terms of clause 8.1, a Shareholder may subscribe for fewer Securities than the Shareholder would be entitled to subscribe for under that section.

8.4 After the time in which to accept the offer expires, or upon the receipt of a reasonable indication from the Person to who the offer is made that he/it declines to accept the Securities offered, the Directors may issue such

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Securities on terms that they resolve to be most favourable to the Company.

9 CERTIFICATES EVIDENCING ISSUED SECURITIES AND SECURITIES REGISTER

9.1 The Securities issued by the Company shall be evidenced by certificates in terms of Section 49 of the Act.

9.2 The Company shall maintain a Securities Register with effect from the date of the adoption of this MOI, which shall reflect –

9.2.1 the number of Securities authorised and the number available to be issued and the date of authorisation;

9.2.2 the total number of Securities of a class that have been issued, re-acquired or surrendered to the Company;

9.2.3 the number of Securities of that class that are the subject of options or conversion rights which, if exercised, would require Securities of that class to be issued.

9.3 As soon as practicable after –

Issuance

9.3.1 issuing any Securities, the Company must enter or cause to be entered in its Securities Register, in respect of every class of Securities evidenced by certificates that it has issued –

9.3.1.1 the names and addresses and identity numbers of the Persons to who the Securities were issued;

9.3.1.2 the Email Addresses of those Persons who have furnished Email Addresses to the Company;

9.3.1.3 the number and class of Securities issued to each of the Persons to who the Securities were issued, the date of issue, unique identification numbers;

9.3.1.4 the Consideration received for such Securities;

9.3.1.5 the total number of Securities of a class held by any Person;

9.3.1.6 the date on which any such Securities were transferred by the Holder or by operation of law to another Person or re-acquired by or surrendered to the Company;

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9.3.1.7 the number of, and circumstances relating to, any Securities –

9.3.1.7.1 that have been placed in trust as contemplated in section 40(6)(d) of the Act by reason of not having been fully paid for; or

9.3.1.7.2 whose transfer has been restricted;

Re-acquisition or surrender

9.3.2 the re-acquisition or surrender of any Securities, the Company must enter or cause to be entered into its Securities Register, in respect of every class of Securities evidenced by certificates that it has issued –

9.3.2.1 the date on which the Securities were re-acquired or surrendered to the Company;

9.3.2.2 the distinguishing number or numbers of any certificated Securities re-acquired or surrendered to the Company;

9.3.2.3 the Consideration for which the Securities were re-acquired by, or surrendered to the Company; and

9.3.2.4 the name of the Person from or by who the Securities were re-acquired or surrendered, as the case may be.

Certificates

9.4 Securities certificates shall be issued in such manner and form as the Board may prescribe from time to time, provided that such certificates must –

9.4.1 state on the face –

9.4.1.1 the name of the Company;

9.4.1.2 the name of the Person to who the Securities were issued;

9.4.1.3 the number and class of Shares and the designation of the series, if any, evidenced by that certificate;

9.4.1.4 a distinctive number for each certificate; and

9.4.1.5 any restriction on the transfer of the Securities evidenced by that certificate;

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9.4.2 must be signed by two Persons authorised by the Board by autographic, mechanical or electronic means.

9.5 Each class of Shares, and any other Securities, must be distinguished by an appropriate numbering system.

9.6 Each Holder shall be entitled to 1 (one) certificate for all the Securities of a particular class registered in his/its name, or to several certificates, each for a part of such Securities.

9.7 If a certificate for Securities is defaced, lost or destroyed, it may be renewed, on such terms, as to evidence and indemnity and payment of such fee as the Directors think fit, and (in the case of defacement) on delivery of the old certificate to the Company.

9.8 A Person –

9.8.1 acquires the rights associated with any particular Securities of the Company when that Person’s name is entered in the Company’s Securities Register as a Person to who those Securities have been issued or transferred; and

9.8.2 ceases to have the rights associated with any particular Securities of the Company when the transfer to another Person, re-acquisition by the Company, or surrender to the Company of those Securities has been entered in the Company’s Securities Register.

10 TRANSFER OF SECURITIES

10.1 Unless the Shareholders all agree otherwise in writing, no Shareholder may transfer the registered or beneficial ownership of any Shares in the Company to any other party unless:

10.1.1 any and all loan claims or other claims held by the selling Shareholder are also transferred; and

10.1.2 the Pre-emption procedure described in the remaining part of this clause 10 is complied with.

10.2 The Pre-emption procedure which must be complied with is as follows:

10.2.1 the selling Shareholder must:

10.2.1.1 first offer all the shares in question to the other shareholders, stating the price and terms of the sale. This offer must be in writing; and

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10.2.1.2 allow the other shareholders 30 days to consider whether to purchase the shares in question. If the other Shareholders want to purchaser these shares, they must:

10.2.1.3 notify the offering Shareholder in writing within the 30 day period; and

10.2.1.4 their written acceptance must state that they accept the price and all the terms of sale.

10.2.2 Then, once the 30 day period has expired, the selling Shareholder may only sell those shares which the other Shareholders have chosen not to purchase OR have not paid for:

10.2.2.1 within the period described in the notice given under clause 10.2.1.1; or

10.2.2.2 if no such period was described in the notice to the other Shareholders, then within 21 days of the expiry of the 30 day period described in clause 10.2.1.2,

10.2.2.3 the selling Shareholder can only sell such shares on the same (or no better) terms as offered to the other Shareholders; and

10.2.2.4 the sale of shares will be conditional on the purchaser agreeing to be bound by this MOI and any agreement between the Company and the Shareholders, or between the Shareholders governing their relationship as shareholders of the Company in force at that point in time.

10.3 The Company must enter in its Securities Register every transfer of any certificated Securities only if the transfer referred to in that clause –

10.3.1 is evidenced by a proper instrument of transfer signed by the transferor and transferee, the form of which shall be determined by the Board from time to time, which has been delivered to the Company at its Registered Office together with:

10.3.2 such proof as the Board may require of the authority of the signatory/ies to that instrument of transfer; and

10.3.3 the certificate in respect of Securities being transferred; or

10.3.4 was effected by operation of law or in accordance with a shareholders agreement entered into between the Shareholders and the Company.

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11 FINANCIAL ASSISTANCE FOR THE ACQUISITION OF SECURITIES

11.1 The Board’s powers to provide direct or indirect financial assistance as contemplated in section 44(2) of the Act are not limited in any manner.

11.2 The Board may not authorise any financial assistance contemplated in clause 11.1 unless -

11.2.1 the particular provision of financial assistance is pursuant to —

11.2.1.1 an employee share scheme that satisfies the requirements of section 97 of the Act; or

11.2.1.2 a Special Resolution, adopted within the previous 2 (two) years, which approved such assistance either for the specific recipient, or generally for a category of potential recipients, and the specific recipient falls within that category; and

11.2.2 the Board is satisfied that —

11.2.2.1 immediately after providing the financial assistance, the Company would satisfy the Solvency and Liquidity Test; and

11.2.2.2 the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.

12 SECURITIES HELD BY ONE PERSON FOR THE BENEFICIAL INTEREST OF ANOTHER

12.1 This clause is applicable if nominee arrangements are permitted without restriction in terms of section 13 of the Table of Essentials:

12.1.1 Securities issued by the Company may be held by, and registered in the name of, one Person for the beneficial interest of another Person. In the event, notice needs to be given by either the nominee or the beneficial owner of the arrangement, otherwise the Company will be entitled to treat the registered holder as the owner.

12.2 This clause is applicable if nominee arrangements are permitted, but restricted in terms of section 13 of the Table of Essentials:

12.2.1 Securities issued by the Company may be held by, and registered in the name of, one Person for the beneficial interest of another Person, but no Person other than the registered holder of a

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Security shall (save to the extent expressly provided for in this MOI) be entitled to exercise any of the rights associated with that Security and the Company shall not recognise any Person other than the registered holder of a Security as the holder (whether beneficial or otherwise) of that Security. The holding of the Company's Securities by a registered holder for the beneficial interest of another Person is accordingly limited and restricted by this MOI.

12.3 This clause is applicable if nominee arrangements are not permitted in terms of section 13 of the Table of Essentials:

12.3.1 Securities issued by the Company may not be held by, or registered in the name of, one Person for the beneficial interest of another Person.

13 FINANCIAL STATEMENTS

13.1 The Company shall, only to the extent required by the Act or the Regulations (or voluntarily audited by the Company), have its annual Financial Statements audited or reviewed.

13.2 Subject to clause 13.1, the Company shall prepare its Financial Statements in accordance with the International Financial Reporting Standards.

14 COMPANY RECORDS

14.1 The Company shall maintain the necessary Accounting Records which shall be accessible from its Registered Office.

14.2 The Board shall from time to time determine at what times and places (save in the case of Accounting Records which shall be accessible from the Registered Office) and under what conditions, subject to the requirements of the Regulations, the documents which the Holders are entitled to inspect and take copies of, namely –

14.2.1 this MOI;

14.2.2 amendments to this MOI;

14.2.3 records in respect of Directors;

14.2.4 Accounting Records required to be maintained by the Company;

14.2.5 notices and minutes of Shareholders Meetings;

14.2.6 communications generally to Holders;

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14.2.7 the Securities Register.

14.3 Apart from the Holders, no other Person shall be entitled to inspect any of the documents of the Company (other than the Securities Register) unless expressly authorised in Writing by the Board or by Ordinary Resolution.

14.4 The Company shall notify the Holders of the publication of any annual Financial Statements of the Company, setting out the steps required to obtain a copy of those Financial Statements. If a Holder demands a copy of the annual Financial Statements, the Company shall make same available to such Holder free of charge.

PART 3 – SHAREHOLDERS

15 SHAREHOLDERS MEETINGS

Round robin resolutions

15.1 The Company shall hold a Shareholders Meeting in order to consider one or more resolutions.

15.2 Any resolution that could be voted on at a Shareholders Meeting may instead be –

15.2.1 submitted for consideration to the Shareholders entitled to exercise Voting Rights in relation to the resolution; and

15.2.2 voted on in writing by Shareholders entitled to exercise Voting Rights in relation to the resolution within 20 (twenty) Business Days after the resolution was submitted to them.

15.3 A resolution contemplated in clause 15.2 -

15.3.1 will have been adopted if it is supported by Persons entitled to exercise sufficient Voting Rights for it to have been adopted as an Ordinary or Special Resolution, as the case may be, at a properly constituted Shareholders Meeting; and

15.3.2 if adopted, has the same effect as if it had been approved by voting at a Shareholders Meeting.

Calling of Shareholders Meetings

15.4 A Company must hold a Shareholders Meeting –

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15.4.1 once in every calendar year, but no more than 15 (fifteen) months after the date of the previous annual Shareholders Meeting;

15.4.2 at any time that the Board is required by the Act or this MOI to refer a matter to Holders entitled to vote for decision; and

15.4.3 whenever required to fill a vacancy on the Board.

15.5 Each resolution shall be expressed with sufficient clarity and specificity and accompanied by sufficient information and/or explanatory material to enable a Person who is entitled to vote on the resolution to determine whether to participate in the Shareholders Meeting, if applicable, and to seek to influence the outcome of the vote on the resolution.

15.6 Once a resolution has been approved, it may not be challenged or impugned on the ground that it did not comply with the provisions of clause 15.5.

15.7 The Board may convene a Shareholders Meeting at any time.

Requisition

15.8 A Shareholders Meeting must be convened if one or more Written and signed demands for such a Shareholders Meeting is/are delivered to the Company, and –

15.8.1 each such demand describes the specific purpose for which the Shareholders Meeting is proposed; and

15.8.2 in aggregate, demands for substantially the same purpose are made and signed by the Holders at the earliest time specified in any of those demands, of at least 10% (ten percent) of the Voting Rights entitled to be exercised in relation to the matter proposed to be considered at the Shareholders Meeting.

Location of Shareholders Meeting

15.9 Every Shareholders Meeting shall be held where the Board determines from time to time.

15.10 There shall be no limit or restriction on the authority of the Company to conduct a Shareholders Meeting entirely by Electronic Communication, or to provide for participation in a Shareholders Meeting by Electronic Communication provided that the Electronic Communication employed ordinarily enables all Persons participating in that Shareholders Meeting to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the Shareholders Meeting.

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15.11 A Shareholders Meeting shall be called by at least 10 (ten) Business Days' notice Delivered by the Company to all Holders entitled to vote or otherwise entitled to receive notice. The Company may not call a Shareholders Meeting with less notice than required by this clause 15.11.

15.12 A Holder entitled to vote and who is Present at a Shareholders Meeting –

15.12.1 is regarded as having received notice of the Shareholders Meeting if at least the required minimum notice was given;

15.12.2 has a right to –

15.12.2.1 allege a Material defect in the form of notice for a particular item on the agenda for the Shareholders Meeting; and

15.12.2.2 participate in the determination whether to waive the requirements for notice if less than the required minimum notice was given, or to ratify a defective notice;

15.12.3 except to the extent set out in clause 15.12.2 is regarded to have waived any right based on an actual or alleged Material defect in the notice of the Shareholders Meeting.

Notice Requirements

15.13 A notice of a Shareholders Meeting must be in writing, in plain language and must include –

15.13.1 the date, time and place for the Shareholders Meeting, and the Record Date for the Shareholders Meeting;

15.13.2 the general purpose of the Shareholders Meeting, and any specific purpose, if applicable;

15.13.3 a copy of any proposed resolution of which the Company has received notice, and which is to be considered at the Shareholders Meeting, and a notice of the percentage of Voting Rights that will be required for that resolution to be adopted;

15.13.4 if the Company provides for participation in the Shareholders Meeting by Electronic Communication, information regarding the availability of participation in the Shareholders Meeting by Electronic Communication, and provide any necessary information to enable Holders entitled to vote or their proxies to access the available medium or means of Electronic Communication and advise that access to the medium or means of Electronic Communication is at the expense of the Holder entitled to vote or

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proxy, except to the extent that the Company determines otherwise;

15.13.5 a reasonably prominent statement that –

15.13.5.1 a Holder entitled to attend and vote at the Shareholders Meeting shall be entitled to appoint a proxy to attend,

participate in, speak and vote at the Shareholders Meeting in the place of the Holder entitled to vote;

15.13.5.2 a proxy need not be a Holder;

15.13.5.3 participants in a Shareholders Meeting are required to furnish satisfactory identification in terms of

section 63(1) of the Act in order to reasonably satisfy the Person presiding at the Shareholders Meeting.

Proxies

15.14 A Holder entitled to vote may appoint only 1 (one) proxy to exercise Voting Rights attached to any Securities held by the Holder which entitle him/it to vote.

15.15 Any proxy may delegate the authority granted to him/it as proxy, subject to any restriction set out in the form of proxy itself.

15.16 A copy of the instrument appointing a proxy must be delivered to the Company, or to any other person on behalf of the Company, before the proxy exercises any rights of the Shareholder at a Shareholders Meeting.

15.17 No form appointing a proxy shall be valid after the expiration of 1 (one) year from the date when it was signed unless the form of proxy itself provides for a longer or shorter duration but it may be revoked at any time. The appointment is revocable unless the proxy appointment expressly states otherwise, and may be revoked by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the Company. The appointment is suspended at any time and to the extent that the Holder entitled to vote chooses to act directly and in person in the exercise of any rights as a Holder entitled to vote.

15.18 The form appointing a proxy and the power of attorney or other authority, if any, under which it is signed shall be delivered to the Company not less than 24 (twenty four) hours prior to the time of commencement of the relevant Shareholders Meeting.

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15.19 Subject to the provisions of the Act, a form appointing a proxy may be in any usual or common form. The Company shall supply a generally standard form of proxy upon request by a Holder entitled to vote.

15.20 If a proxy form is received duly signed but with no indication as to how the Person named in that proxy form should vote on any issue, the proxy may vote or abstain from voting as he/it sees fit unless the proxy indicates otherwise.

Defective Notice

15.21 A Shareholders Meeting may proceed notwithstanding a Material defect in the giving of the notice, subject to clause 15.22, only if every Person who is entitled to exercise Voting Rights in respect of each item on the agenda of the Shareholders Meeting is present at the Shareholders Meeting and votes to approve the ratification of the defective notice.

15.22 If a Material defect in the form or manner of giving notice of a Shareholders Meeting relates only to one or more particular matters on the agenda for the Shareholders Meeting –

15.22.1 any such matter may be severed from the agenda, and the notice remains valid with respect to any remaining matters on the agenda; and

15.22.2 the Shareholders Meeting may proceed to consider a severed matter, if the defective notice in respect of that matter has been ratified.

15.23 An immaterial defect in the form or manner of Delivering notice of a Shareholders Meeting, or an accidental or inadvertent failure in the Delivery of the notice to any particular Holder to who it was addressed if the Company elects to do so, does not invalidate any action taken at the Shareholders Meeting.

Quorum

15.24 Business may be transacted at any Shareholders Meeting only while a quorum is present.

15.25 The quorum for a Shareholders Meeting shall be as described in section 10 of the Table of Essentials.

15.26 A matter to be decided at the Shareholders Meeting may not begin to be considered unless those who fulfilled the quorum requirements of clause 15.25, continue to be Present.

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15.27 After a quorum has been established for a Shareholders Meeting, or for a matter to be considered at a Shareholders Meeting, the Shareholders Meeting may continue, or the matter may be considered, so long as at least 1 (one) Person with Voting Rights entitled to be exercised at the Shareholders Meeting, or on that matter, is Present at the Shareholders Meeting.

Adjournment

15.28 If within 1 (one) hour from the time appointed for the Shareholders Meeting to commence, a quorum is not present, the Shareholders Meeting shall be postponed, without motion, vote or further notice, subject to clause 15.29, for 1 (one) week to the same day in the next week or, if that day be a public holiday, to the next succeeding day which is not a public holiday, and if at such adjourned Shareholders Meeting a quorum is not present within 1 (one) hour from the time appointed for the Shareholders Meeting then, the Person(s) entitled to vote Present shall be deemed to be the requisite quorum.

15.29 No further notice is required to be Delivered by the Company of a Shareholders Meeting that is postponed or adjourned as contemplated in clause 15.28, unless the location for the Shareholders Meeting is different from –

15.29.1 the location of the postponed or adjourned Shareholders Meeting; or

15.29.2 a location announced at the time of adjournment, in the case of an adjourned Shareholders Meeting.

15.30 A Shareholders Meeting, or the consideration of any matter being debated at the Shareholders Meeting, may be adjourned from time to time without further notice on a motion supported by Persons entitled to exercise, in aggregate, a majority of the Voting Rights –

15.30.1 held by all of the Persons who are present at the Shareholders Meeting at the time; and

15.30.2 that are entitled to be exercised on at least one matter remaining on the agenda of the Shareholders Meeting, or on the matter under debate, as the case may be.

Such adjournment may be either to a fixed time and place or until further notice (in which latter case the Company shall Deliver a further notice to Holders), as agreed at the Shareholders Meeting.

15.31 A Shareholders Meeting may not be adjourned beyond the earlier of –

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15.31.1 the date that is 120 (one hundred and twenty) Business Days after the Record Date; or

15.31.2 the date that is 60 (sixty) Business Days after the date on which the adjournment occurred.

15.32 The chairperson, if any, of the Board shall preside as chairperson at every Shareholders Meeting. If there is no such chairperson, or if at any Shareholders Meeting he is not present within 15 (fifteen) minutes after the time appointed for holding the Shareholders Meeting or is unwilling to act as chairperson, the Persons entitled to vote which are present shall select a Director present at the Shareholders Meeting, or if no Director is present at the Shareholders Meeting, or if all the Directors present decline to take the chair, the Persons entitled to vote shall select one of their number which is present to be chairperson of the Shareholders Meeting.

Voting

15.33 Every resolution of Shareholders is either an Ordinary Resolution or a Special Resolution.

15.34 Shareholders shall each have the number of votes as described in section 9 of the Table of Essentials.

16 RECORD DATE

16.1 If the Board determines the Record Date, it may not be earlier than the date on which the Record Date is determined or more than 10 (ten) Business Days before the date on which the event or action, for which the Record Date is being set, is scheduled to occur.

16.2 If, at any time, the Board fails to determine a Record Date in respect of the matter, the Record Date is –

16.2.1 in the case of a Shareholders Meeting, the latest date by which the Company is required to Deliver to Holders entitled to vote, notice of that Shareholders Meeting;

16.2.2 in the case of dividends, a date subsequent to the declaration date of confirmation of the dividend, whichever is the later; or

16.2.3 the date of the action or event, in any other case.

16.3 The Company must publish a notice of a Record Date for any matter by –

16.3.1 Delivering a copy to each Holder; and

16.3.2 posting a conspicuous copy of the notice –

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16.3.2.1 at its principal office;

16.3.2.2 on its website, if it has one.

PART 4 – DIRECTORS

17 ELECTION OF DIRECTORS AND CASUAL VACANCIES

17.1 The minimum number of Directors shall be shall be as described in section 16 of the Table of Essentials.

17.2 Any failure by the Company at any time to have the minimum number of Directors, does not limit or negate the authority of the Board, or invalidate anything done by the Board or the Company.

17.3 Each of the Directors, other than a Director contemplated in clause 17.9, shall be appointed at a Shareholders Meeting, to serve for an indefinite term.

17.4 There are no general qualifications prescribed by the Company for a Person to serve as a Director in addition to the requirements of the Act.

17.5 No Director shall be entitled to appoint any Person as an Alternate Director to himself.

17.6 In any election of Directors, the election is to be conducted as follows –

17.6.1 If any shareholder is permitted the right to appoint a director in terms of section 17 of the Table of Essentials, such appointment shall be recorded;

17.6.2 In the case of directors who may be appointed by a majority of Shareholders, Shareholders will vote to make such appointments based on the number of voting rights attaching to each Shareholders Shares. The directors selected by a majority of votes will be appointed. Each director position will be voted on separately.

17.7 No Person shall be elected as a Director if he is Ineligible or Disqualified and any such election shall be a nullity. A Person who is Ineligible or Disqualified must not consent to be elected as a Director nor act as a Director. A Person placed under probation by a court must not serve as a Director unless a valid order of a court so permits.

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17.8 No election of a Director shall take effect until he/she has delivered to the Company a Written consent to serve in the capacity of a Director.

Casual Vacancies

17.9 Any casual vacancy occurring on the Board may be filled by the Board, but the Individual so appointed shall cease to hold office at the termination of the first Shareholders Meeting to be held after the appointment of such Individual as a Director unless he is elected at such Shareholders Meeting.

17.10 The continuing Directors (or sole continuing Director) may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to this MOI as a quorum, the continuing Director(s) may act only for the purpose of summoning a Shareholders Meeting or filling vacancies not later than 3 (three) months from the date that the number of Directors falls below the minimum.

17.11 If there is no Director able and willing to act, then any Holder entitled to exercise Voting Rights in the election of a Director may convene a Shareholders Meeting for the purpose of appointing Directors.

18 TERMINATION OF OFFICE AS DIRECTOR

18.1 A Director shall cease to hold office as such –

18.1.1 immediately upon becoming Ineligible or Disqualified or the Board resolves to remove him on such basis;

18.1.2 when he dies;

18.1.3 when he resigns by Written notice to the Company;

18.1.4 if there are more than 3 (three) Directors in office and if the Board determines that he has become incapacitated to the extent that the person is unable to perform the functions of a director, and is unlikely to regain that capacity within a reasonable time;

18.1.5 if he is convicted of any offence in terms of any national legislation;

18.1.6 if he becomes involved in any business, scheme, operation, whether as employee, director, shareholder, member, consultant or otherwise, that undertakes or is involved in activities that are competitive to those of the Company;

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18.1.7 if he is declared delinquent by a court, or placed on probation under conditions that are inconsistent with continuing to be a director of the Company;

18.1.8 if he is removed by Ordinary Resolution;

18.1.9 if there are more than 3 (three) Directors in office and if he is removed by resolution of the Board for being negligent or derelict in performing the functions of a Director;

18.1.10 he files a petition for the surrender of his estate or an application for an administration order, or if he commits an act of insolvency as defined in the insolvency law for the time being in force, or if he makes any arrangement or composition with his creditors generally;

18.1.11 he is otherwise removed in accordance with any provisions of this MOI;

18.1.12 he becomes of unsound mind;

18.1.13 he absents himself from the meetings of the Directors for a period of 6 (six) months without special leave of absence from the Board, and the Board resolves that his office be vacated; or

18.1.14 he is a Director by virtue of his employment with the Company or any other company in the group of companies of which the Company forms part, and his employment ceases.

19 REMUNERATION OF DIRECTORS AND MEMBERS OF BOARD COMMITTEES

Remuneration

19.1 The Directors or members of Board committees shall be entitled to such remuneration for their services as Directors or members of Board Committees as may have been determined from time to time by Special Resolution within the previous 2 (two) years.

Expenses

19.2 In addition, the Directors shall be entitled to all reasonable expenses in travelling (including hotels) to and from meetings of the Directors and Holders, and the members of the Board committees shall be entitled to all reasonable expenses in travelling (including hotels) to and from meetings of the members of the Board committees as determined by a disinterested quorum of Directors.

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19.3 A Director may be employed in any other capacity in the Company or as a director or employee of a company controlled by, or itself a Subsidiary of, the Company and in that event, his appointment and remuneration in respect of such other office must be determined by a disinterested quorum of Directors.

20 FINANCIAL ASSISTANCE FOR DIRECTORS AND PRESCRIBED OFFICERS AND THEIR RELATED AND INTER-RELATED PARTIES

20.1 The Board’s powers to provide direct or indirect financial assistance as contemplated in section 45(2) of the Act are not limited in any manner.

20.2 If the Board adopts a resolution as contemplated in section 45(2) of the Act regarding financial assistance to the Directors and others contemplated in that section, the Company shall Deliver, to all Shareholders, notice in Writing of that resolution unless every Shareholder is also a Director –

20.2.1 within 10 (ten) Business Days after the Board adopts the resolution, if the total value of all loans, debts, obligations or assistance contemplated in that resolution, together with any previous such resolution during the financial year, exceeds 1/10th (one tenth) of 1% (one percent) of the Company’s net worth at the time of the resolution; or

20.2.2 within 30 (thirty) Business Days after the end of the financial year, in any other case.

21 GENERAL POWERS AND DUTIES OF DIRECTORS

21.1 The Board’s powers may be restricted in terms of section 22 to 24 of the Table of Essentials.

21.2 The Board may from time to time:

21.2.1 appoint a managing director;

21.2.2 assign that role with such responsibilities, authorities and powers as the Board thinks fit; and

21.2.3 maintain such role only for so long as the Board chooses, whether for a set period of time, or with respect to a project, or for an indeterminate period at the discretion of the Board.

21.3 The Board may from time to time appoint one or more of the Directors to the office of manager for such period and at such remuneration (whether by way of salary or commission, or participation in profits or partly in one way and partly in another) and generally on such terms they may think fit,

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and it may be made a term of his/her appointment that he/she be paid a pension, gratuity or other benefit on his/her retirement from office.

22 BOARD COMMITTEES

22.1 The Directors may appoint any number of Board committees and delegate to such committees any authority of the Board.

22.2 The members of any committees contemplated in clause 22.1 may include Persons who are not Directors as long as they are not Ineligible or Disqualified to be Directors who shall not be able to vote.

22.3 No Person shall be appointed as a member of a Board committee, if he is Ineligible or Disqualified and any such appointment shall be a nullity. A Person who is Ineligible or Disqualified must not consent to be appointed as a member of a Board committee nor act as such a member. A Person placed under probation by a court must not serve as a member of a Board committee unless the order of court so permits.

22.4 There are no general qualifications prescribed by the Company for a Person to serve as a member of a Board committee in addition to the requirements of the Act.

22.5 A member of a Board committee shall cease to hold office as such immediately when he becomes Ineligible or Disqualified in terms of the Act.

22.6 Any committee of the Board –

22.6.1 may consult with or receive advice from any person; and

22.6.2 has the full authority of the Board in respect of a matter referred to it.

22.7 Meetings and other proceedings of a committee of the Board consisting of more than 1 (one) member shall be governed by the provisions of this MOI regulating the meetings and proceedings of Directors.

23 PROCEEDINGS OF DIRECTORS

23.1 A Director authorised by the Board –

23.1.1 may, at any time, summon a meeting of the Directors; and

23.1.2 must call a meeting of the Directors if required to do so by at least 2 (two) Directors.

23.2 The Directors may determine what period of notice shall be given of meetings of Directors and may determine the means of giving such notice

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which may include telephone, telefax or Electronic Communication. It shall be necessary to give notice of a meeting of Directors to all Directors, even those for the time being absent from South Africa.

23.3 If all of the Directors –

23.3.1 acknowledge actual receipt of the notice;

23.3.2 are present at a meeting of the Directors; or

23.3.3 waive notice of the meeting,

the meeting may proceed even if the Company failed to give the required notice of that meeting, or there was a defect in the giving of the notice.

23.4 The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.

Location of Directors Meetings

23.5 Every Directors’ Meeting shall be held where the Board determines from time to time.

Electronic Communication

23.6 A meeting of Directors may be conducted by Electronic Communication and/or one or more Directors may participate in a meeting of Directors by Electronic Communication so long as the Electronic Communication facility employed ordinarily enables all persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate effectively in the meeting.

Quorum

23.7 The quorum for a Directors’ meeting shall be as described in terms of section 18 of the Table of Essentials.

23.8 The Directors may elect a chairperson of their meetings and determine the period for which he is to hold office but if no such chairperson is elected, or if at any meeting the chairperson is not present within 15 (fifteen) minutes after the time appointed for holding it, the Directors present may choose one of their number to be chairperson of the meeting.

Votes

23.9 Each Director shall have the number of votes described in terms of section 19 of the Table of Essentials.

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23.10 The Company must keep minutes of the meetings of the Board, and any of its committees, and include in the minutes of every resolution adopted by the Board.

23.11 Resolutions adopted by the Board –

23.11.1 must be dated and sequentially numbered; and

23.11.2 are effective as of the date of the resolution, unless the resolution states otherwise.

23.12 Any minutes of a meeting, or a resolution, signed by the chairperson of the meeting, or by the chairperson of the next meeting of the Board, are/is evidence of the proceedings of that meeting, or adoption of that resolution, as the case may be.

23.13 The Directors shall be capable of passing resolutions by round robin, which resolutions shall be as valid and effectual as if each resolution had been passed at a meeting of the Directors duly called and constituted. A condition to this clause is that each Director has received notice (by courier, post, email, fax or otherwise) of the matter to be decided upon. A resolution shall be regarded as being passed by round robin where a majority of the votes which may be cast at a Board meeting are exercised other than at a meeting of Directors, within a 7 calendar days of receipt of notice by the Directors.

PART 5 – GENERAL

24 APPOINTMENT OF SECRETARY

The Directors shall not be obliged to appoint a company secretary for the Company.

25 DISTRIBUTIONS

25.1 The Company –

25.1.1 may make Distributions from time to time, provided that -

25.1.1.1 the Company complies with the dividend policy described in section 11 of the Table of Essentials; and

25.1.1.2 any such Distribution -

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25.1.1.2.1 is pursuant to an existing legal obligation of the Company, or a court order; or

25.1.1.2.2 the Board, by resolution, has authorised the Distribution;

25.1.1.2.3 it reasonably appears that the Company will satisfy the Solvency and Liquidity Test immediately after completing the proposed Distribution; and

25.1.1.2.4 the Board, by resolution, has acknowledged that it has applied the Solvency and Liquidity Test and reasonably concluded that the Company will satisfy the Solvency and Liquidity Test immediately after completing the proposed Distribution;

25.1.2 must, before incurring any debt or other obligation for the benefit of any Holders, comply with the requirements in clause 25.1.1,

and must complete any such Distribution, or conclude any such debt or other obligation, fully within 120 (one hundred and twenty) Business Days after the acknowledgement referred to in clause 25.1.1.2.4, failing which it must again comply with the provisions of this clause 25.1.

25.2 No notice of change of address or instructions as to payment given after the determination of a dividend or other Distribution by the Company in terms of clause 25.1.1 shall become effective until after the dividend or other Distribution has been made, unless the Board so determines at the time the dividend or other Distribution is approved.

26 NOTICES

26.1 The Company may give notices, documents, records or statements or notices of availability of the aforegoing by personal delivery to the Holder or by sending them prepaid through the post or by transmitting them by fax.

26.2 Any Holder who/which has furnished an Email Address to the Company, by doing so –

26.2.1 authorises the Company to use Electronic Communication to give notices, documents, records or statements or notices of availability of the aforegoing to him/it; and

26.2.2 confirms that same can conveniently be printed by the Holder within a reasonable time and at a reasonable cost.

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26.3 Any notice, document, record or statement or notice of availability of the aforegoing sent by the Company shall be deemed to have been delivered on the date and time determined in accordance with the Regulations.

26.4 A Holder or Person entitled to Securities (or his/her executor) shall be bound by every notice in respect of the Securities Delivered to the Person who was, at the date on which that notice was Delivered, shown in the Securities Register or established to the satisfaction of the Directors (as the case may be) as the Holder of or Person entitled to the Securities, notwithstanding that the Holder or Person entitled to Securities may then have been dead or may subsequently have died or have been or become otherwise incapable of acting in respect of the Securities, and notwithstanding any transfer of the Securities was not registered at that date. The Company shall not be bound to enter any Person in the Securities Register as entitled to any Securities until that Person gives the Company an address for entry on the Securities Register.

26.5 The Company shall not be bound to use any method of giving notice, documents, records or statements or notices of availability of the aforegoing, contemplated in the Regulations in respect of which provision is made for deemed delivery, but if the Company does use such a method, the notice, document, record or statement or notice of availability of the aforegoing shall be deemed to be delivered on the day determined in accordance with the Regulations.

26.6 With regard to the signature of an Electronic Communication by a Holder, it shall be in such form as the Directors may specify to demonstrate that the Electronic Communication is genuine, or failing any such specification by the Directors, it shall be constituted by the Holder indicating in the Electronic Communication that it is the Holder’s intention to use the Electronic Communication as the medium to indicate the Holder’s approval of the information in, or the Holder’s signature of the document in or attached to, the Electronic Communication which contains the name of the Holder sending it in the body of the Electronic Communication.

27 INDEMNITY AND INSURANCE

27.1 The Company’s ability to purchase insurance to protect Directors or prescribed officers is not restricted other than as set out in section 78 of the Company’s Act.

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