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Right of Shareholder : (article 5)

- Each shareholder is entitled to appoint one director for each 25% of the company total issuedshared that are registered in their name.

- A shareholder entitled to appoint a director is also entitled to remove and if they so choose, to

replace that director.

M atters requiring M ajor Shareholder resolution (article 8) :

Except as otherwise provided in this agreement, a prior major shareholder resolution is required for thecompany to :

1. Issue, allot, redeem, purchase or grant option over any shares , issue debenture or other

securities or re organise its capital in any way, etc (total 11 points)

M ajor Resolution Process (article 10)

1. The CEO, the secretary or any Director or shareholder by notive to the Company, may propose aMajor Shareholder resolution in relation to a matter listed in Clause 8.1 or Major DirectorResolution in relation to a matter listed in clause 9.1

2. On receipt of such a proposal, the company must expeditiously take the steps required underthe Act, Constitution and and this agreement to obtain a decision on the matter.

D isposal of Shares (article 11)

- A shareholder must not disposed of any shares except as specifically provided or permittedunder this agreement.

- A shareholder must not unreasonably withhold consent to another shareholder transferring itsshares to an affiliate who complies with clause 15 by singing and delivering a deed of accession.

Proposed Share Transfer (Article 12) :

- An intending seller must give notice in writing (transfer notice) to the company and to each

other shareholder (excluding the intended purchase if that person is shareholder).- A transfer notice cannot be withdrawn until the processes in clause 12 to 14 are complete

Completion of Share Transfer (article 14)

- This clause is applies to the completion of any transfer of shared under this Agreement otherthan a permitted disposal.

- If the transferee is not already a shareholder in the company, the transferee must sign a deed of accession under clause 15.

New Shareholder (Article 15)

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- No party may transfer or issue, or grant any interest in or encumberance over, share to a personnot already a shareholder unless that person has executed and delivered to each shareholder

and the company deed of association.

The Constitution (article 16)

- This Agreement overrides the provision of the constitution if there is any inconsistency

Forced Transfer of Shared on Trigger Event

- If a shareholder (default shareholder) is the subject of a trigger event (and remains so), anyother shareholder or combination of shareholder (acquiring shareholder) may notify the defaultshareholder, the company and all other shareholder that it or they will buy all of the default

shareholder shares at a price stated in the notice (which must be payable on completion inaccordance with clause 14.4)

D ispute (article 20)

- Subject to clause 20.5, a party must not start arbitration or court proceedings in respect of adispute arising out of this agreement unless it has complied with this clause 20 and where

applicable, mediation has conclude.

D uration of this agreement (Article 23)

- A shareholder ceases to be bound by this agreement once they have transferred all of theirshares as permitted by this agreement.

G overning Law and Jurisdiction (article 34)

- The law of Papua New guinea govern this agreement- The parties submit to the non exclusive jurisdiction of the courts of Papua New Guinea.