THE COMPANIES ACT 2016 MALAYSIA *****************************************************************

Transcription

1 THE COMPANIES ACT 2016 MALAYSIA ***************************************************************** PUBLIC COMPANY LIMITED BY SHARES ***************************************************************** CONSTITUTION ZURICH GENERAL INSURANCE MALAYSIA BERHAD Incorporated in Malaysia on 3 rd day of October

2 THE COMPANIES ACT, COMPANY LIMITED BY SHARES CONSTITUTION OF ZURICH GENERAL INSURANCE MALAYSIA BERHAD PRELIMINARY 1. The name of the Company is ZURICH GENERAL INSURANCE MALAYSIA BERHAD with the Registered Office of the Company in Malaysia. 2. The objects for which the Company is established are:- (i) To undertake and carry on all kinds of general insurance business and all kinds of guarantees and indemnity business, and in particular, without prejudice to the generality of the foregoing words, to carry on fire, marine, aerial, accident, employer's liability, workmen's compensation, disease, sickness, failure of issue, burglary and robbery, theft, third party, vehicle, plate-glass, fidelity, transit insurance, and professional indemnity; Name of Company. Objects of Company. (ii) To insure all steamers, motor-vessels, ships, vessels, boats and craft of every description afloat or under construction, repair or otherwise, and engines, tackle, gear, equipment, stores, freight, earnings, specie, bullion, hire charter, passage-money, profit, cargo, respondentia and bottomry interests, advances, commissions, disbursements, and all other property and subject-matters of insurance of every description during transit by sea or land, or on inland rivers and waters, and also in or upon any wharves, stores, warehouses and other places before or after transit against the risks ordinarily enumerated or contemplated in policies of marine insurance, and also against floods, tidal waves, earthquakes and other acts of God, delay, theft, civil commotion, strikes, outrages and losses consequent thereon, and generally to carry on the business of marine insurance in all its branches, with full power to effect reinsurance and counter-insurance as may seem expedient; 2

3 (iii) To wholly or partially insure goods (including live stock), chattels, guarantees, deposits and effects of all kinds against all insurable risks, and to carry on a general assurance business, and to do all things necessary and proper in that behalf. 3. In this Constitution unless there be something in the subject or context inconsistent therewith:- Interpretation. "Dividend" "FSA" "Insurance" "In writing" and/or "written" "Member" "Month" "RM" "Seal" "Secretary" "Special Resolution" "The Company" "The Directors" "The Office" "The Register" includes bonus; means the Financial Services Act 2013, and any modification, amendment or reenactment thereof and any and every other act and regulation for the time being in force and affecting the Company; includes indemnity of any kind; means written or printed, partly written and partly printed and includes lithography and other means of representing or reproducing words in a visible form; means any person/persons for holding shares in the Company and whose names appear in the Register of the Members; means calendar month; means Ringgit Malaysia; means the Common Seal of the Company; includes any person appointed to perform the duties of Secretary temporarily; has the meaning assigned thereto by the Act; means the abovenamed Company; means the directors for the time being of the Company; means the registered office for the time being of the Company; and means the Register of Members to be kept pursuant to the Act. Words importing the singular number include the plural and vice versa. Words importing the masculine include the feminine gender. 3

4 Words importing persons include corporations. Save as aforesaid, any words or expressions defined in the Act or the FSA (whichever is applicable) or the Interpretation Acts, 1948 & 1967, shall, if not inconsistent with the subject or context, bear the same meanings in these presents. The head notes are inserted for convenience only and shall not affect the construction of these presents. 4. Subject to the provisions of the Act, the Company may give, whether directly or indirectly and whether by means of a loan, guarantee or the provision of security or otherwise, any financial assistance for the purpose of or in connection with the purchase of or subscription for the shares of the Company or its holding company from time to time, if any, or in any way purchase, deal in or lend money on the security of its shares on such date(s), terms and manner as may be determined from time to time by the Directors. Company to purchase, etc shares. MEMBERS LIABILITY 5. The liability of the members is limited. Members liability. SHARE CAPITAL 6. The share capital of the Company is its issued share capital. No shares shall be issued by the Company except either as fully paid up shares or upon the term that the shares shall be paid up in full within a specified period not exceeding three months after allotment, unless otherwise provided by the Act. 7. Subject to the provisions of the Act and the terms of any subsisting agreement and the provisions of this Constitution, the shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons, on such terms and conditions, and at such times as the Directors think fit provided always:- All shares to be fully paid up. Allotment of shares. (1) that no shares shall be issued which shall have the effect of transferring a controlling interest without the prior approval of the Members in General Meeting; and (2) that no Director shall participate in any issue of shares to employees unless Members in General Meeting shall have approved of the specific allotment to be made to such Director and unless he holds office in an executive capacity. 4

5 8. (1) Any shares in the Company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by ordinary resolution determine. and subject to the provisions of the Act, the Company may issue preference shares which are, or at the option of the Company are to be liable, to be redeemed on such terms and in such manner as the Company before the issue thereof may by Special Resolution determine. May be issued with special rights or restrictions. (2) Notwithstanding anything herein, all preference shareholders shall be deemed to have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets and attending General Meetings of the Company. Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the undertaking or where the proposal to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares is more than six months in arrears. 9. The Company may at any time pay or agree to pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company. The rate or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act, and such commission shall not exceed ten per centum of the price at which the shares in respect of which the commission is paid are issued. The commission may be paid or satisfied in cash or in shares, debentures or debenture stock of the Company. 10. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a lengthened period, the Company may, subject to the conditions and restrictions mentioned in the Act, pay interest on so much of such share capital as is for the time being paid up, and may charge the same to capital as part of the cost of construction of the works, buildings or plants. 11. The Company may make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and the time of payment of such calls. 12. If by the conditions of allotment of any share the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment shall when due be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the shares or his personal representative. Company for placing shares. Shares issued for construction, etc. Shares may be issued subject to different conditions as to calls, etc. Instalments on shares to be duly paid. 5

6 13. Save as herein otherwise provided the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not except as ordered by a Court of competent jurisdiction or as by law required be bound to recognise any equitable or contingent or future or partial claim to or interest in such share or any interest in any fractional part of a share, or (except only as by these presents or by law otherwise provided) any other right in respect of any share, on the part of any other person whether or not it shall have express or other notice thereof, except an absolute right to the entirety thereof in the registered holder. Company not bound to recognize trusts, etc. CERTIFICATES 14. The Company shall not be required to issue a share certificate unless an application for a certificate by a Member is received by the Company. The Company shall within sixty (60) days from receipt of such application and upon payment of a sum not exceeding Ringgit Malaysia Three (RM3.00/-), send a certificate to the Member. Every certificate of title to shares or debentures in the capital of the Company (in the case of a share or debenture held jointly by two or more persons, the Company shall not be bound to issue more than one certificate therefor and delivery of the certificate shall be governed by Article 16 hereof) shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least two Directors or of one Director and the Secretary or some other person appointed by the Directors, and shall specify the number of and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means, provided the method or system of reproducing signatures has first been approved by the Auditors of the Company. 15. Subject to the provisions of the Act, if any certificate be worn out or defaced or lost or stolen or destroyed, it may be renewed or replaced on payment of such fee (if any) not exceeding Ringgit Malaysia Fifty (RM50.00/-) and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in investigating evidence as the Directors think fit. 16. The certificates of shares registered in the name of two or more persons shall be delivered to the person first named on the Register. 17. The certificates of shares registered in the name of a corporation may be delivered to any officer of the corporation. Not required to issue share Certificate. New Certificate may be issued. Joint holders Certificate. Corporations. JOINT HOLDERS OF SHARES 18. Where two or more persons are registered as the holders of any share, they shall be deemed to hold the same as joint tenants with benefit of survivorship subject to the provisions following:- Joint holders. (1) The Company shall not be bound to register more than four persons as the holders of any share except where such persons are the executors or trustees of a deceased shareholder. Maximum number 6

7 (2) The joint holders of a share shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of such share. (3) On the death of any one of such joint holders the survivor or survivors shall be the only person or persons recognized by the Company as having any title to such share but the Directors may require such evidence of death as they may deem fit. (4) Any one of such joint holders may give effectual receipts for any dividend payable to such joint holders. Liability several as well as joint Survival of joint holders only recognised. Receipts. (5) Only the person whose name stands first in the Register as one of the joint holders of any share shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company and any notice given to such persons shall be deemed notice to all the joint holders. CALLS 19. The Directors may from time to time make such calls as they think fit upon the Members in respect of all moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each Member shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Directors. A call may be made payable by instalments or revoked or postponed as the Directors may determine. 20. A call shall be deemed to have been made at the time when the resolution of the Directors authorizing such call was passed. 21. Not less than fourteen (14) days' notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid. 22. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by instalments at fixed times, whether on account of the amount of the share or by way of premium, every such amount or instalment shall be payable as if it were a call duly made by the Directors and of which due notice had been given, and all such provisions herein contained in respect of calls shall relate to such amount or instalment accordingly. 23. If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof, the holder for the time being of the share in respect of which the call shall have been made or the instalment shall be due shall pay interest for the same at the rate of ten per centum (10%) per annum from the day appointed for the payment thereof to the time of the actual payment or at such lesser rate as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part. Calls. When Call deemed to have been made. Notice of Call. Amount payable at fixed times or by instalments payable as calls. When interest on Call or instalment payable. 7

8 24. On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder or one of the holders of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the Member sued in pursuance of this Constitution, and that such call or instalment has not been paid, and it shall not be necessary to prove the appointment of the Directors who made such call or any other matter whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. 25. The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the money due upon the shares held by him, beyond the sums actually called for, and upon the money so paid in advance, or so much thereof as from time to time exceeds the amount of calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate as the Member paying such sum in advance and the Directors agree upon, but such amount paid in advance of calls shall not, whilst carrying interest, confer a right to participate in profits. 26. The Company may pay dividends in proportions to the amount paid up on each share in cases where a larger amount is paid up on some shares than on others. Evidence in action for Call. Payment in advance for Call. Dividend may be paid in proportion to amount paid up. FORFEITURE AND LIEN 27. All shares issued by the Company otherwise than as fully paid up shares shall be deemed to be issued upon the condition that if not paid for in full on the day appointed for payment thereof, they shall be forfeited by the Directors and it shall be the duty of the Directors at the expiration of that period to forfeit the said shares. Notice of the forfeiture of any such shares shall forthwith be given to the registered holders. 28. Subject to the provisions of Article 27 hereof, if any Member fails to pay any call or instalment on or before the day appointed for the payment of the same, the Directors may at any time thereafter, during such time as the call or instalment remains unpaid, serve a notice on such Member requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment. 29. The notice shall name a day (not being less than fourteen (14) days from the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and at the place appointed the shares in respect of which the call was made or instalment is payable will be liable to be forfeited. If final payment not made. If Call not paid notice may be given. Form of Notice. 8

9 30. If the requisitions of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter before payment of all calls or instalments, interest, and expenses due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder. 31. When any share shall have been so forfeited, notice of the resolution shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture with the date thereof, shall forthwith be made in the Register but no forfeiture shall in any manner be invalidated by any omissions or neglect to give such notice or to make such entry as aforesaid. 32. Any share so forfeited or forfeited under the provisions of Article 27 hereof shall thereupon be deemed to be the property of the Company, and the Directors may sell, re-allot or otherwise dispose of the same in such manner as they think fit. Certificates or other documents of title relating to forfeited shares shall be returned to the Company. 33. Subject to the provisions of Article 27 hereof the Directors may at any time, before any share so forfeited shall have been sold, re-allotted, or otherwise disposed of annul the forfeiture thereof upon such conditions as they think fit. 34. Any Member whose shares have been forfeited shall cease to be a member in respect of the shares, but shall notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon from the time of the forfeiture until payment at the rate of ten per centum (10%) per annum (or such lower rate as the Directors may approve), and the Directors may enforce the payment thereof if they think fit, but shall not be under any obligation to do so. 35. The Company shall have a first and paramount lien upon all the shares (not fully paid up shares) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds of sale thereof for his debts, liabilities and engagements solely or jointly with any other person to or with the Company, whether the period for the payment fulfillment, or discharge thereof shall have actually arrived or not and no equitable interest in any share shall be created except upon the footing that Article 13 hereof is to have full effect. Any such lien shall extend to all dividends from time to time declared in respect of such shares. Notwithstanding the above, the Directors may resolve that any share shall for some specified period be exempted from the provisions of this Article. Unless otherwise agreed, the registration of a transfer shall operate as a waiver of the Company's lien (if any) on such shares. If notice not complied with Shares may be forfeited. Notice after forfeiture. Forfeited Shares to become property of Company. Power to annul forfeiture. Arrear to be paid notwithstanding forfeiture. Company s lien on shares. 9

10 36. For the purpose of enforcing such lien, the Directors may sell the shares subject thereto in such manner as they think fit, but no sale shall be made until such period as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been serve on such Member his executors or administrators, or other the representatives of his estate according to the law of his nationality, and default shall have been made by him or them in the payment, fulfilment or discharge of such debts, liabilities, or engagements for seven (7) days after such notice. 37. The net proceeds of any such sale and any such dividends as aforesaid, after payment of the costs of such sale shall be applied in or towards satisfaction of the said debts, liabilities or engagements as stated in Article 36, and the residue (if any) shall be paid to such Member, his executors, administrators, or assigns, or other the persons entitled to give a receipt for the same. 38. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given, the Directors may appoint some person to transfer the shares sold to the purchaser. 39. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any), given for the share on the sale, re-allotment or disposal thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share, and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share. As to enforcing lien by sale. Application of proceeds of sale. Validity of sales under Articles 34 and 38. Director s statutory declaration as conclusive evidence. SURRENDER OF SHARES 40. The Directors may accept a surrender of any share when they are in a position to forfeit such share or by way of compromise of any question as to the holder being properly registered in respect thereof or in any other case allowed by law. Surrender of shares. TRANSFER OF SHARES 41. All instruments of transfer must be in proper form, duly stamped and signed by or on behalf of the transferor and transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof. Each signature to such transfer shall be duly attested by the signature of one creditable witness who shall add his address and occupation. 42. The instrument of transfer of any share shall be in writing in the usual common form or in such form as the Directors may accept. Execution of instrument of transfer, etc. Form of instrument of transfer. 10

11 43. Every instrument of transfer shall be left at the office for registration accompanied by the certificate of shares to the transferred and such other evidence as the Directors may require to prove the title of the transferor or his right to transfer the shares. The instrument of transfer shall be retained by the Company. 44. The transfer books and register of members and debenture holders may on due notice being given as required by the Act be closed during such time or times as the Directors think fit, not exceeding in the whole thirty (30) days in each year. 45. A fee not exceeding Ringgit Malaysia Three (RM3/-) may be charged for the registration of each transfer and for each registration or transmission under the transmission Article and shall, if required by the Directors, be paid before registration. 46. Neither the Company nor its Directors nor any of its Officers shall incur any liability for registering acting upon a transfer of shares apparently made by sufficient parties, although the same may, by reason of any fraud or other cause not known to the Company or its Directors or other Officers, be legally inoperative or insufficient to pass the property in the shares proposed or professed to be transferred, and although the transfer may, as between the transferor and transferee, be liable to set aside, and notwithstanding that the Company may have notice that such instrument or transfer was signed or executed and delivered by the transferor in blank as to the name of the transferee or the particulars of the shares transferred, or otherwise in defective manner. And in every such case, the person registered as transferee, his executors, administrators and assigns, alone shall be entitled to be recognised as the holder of such shares and the previous holder shall, so far as the Company is concerned, be deemed to have transferred his whole title thereto. 47. Before registering any transfer tendered for registration, the Directors may, if they so think fit, give notice by letter posted in the ordinary course to the registered holder that such transfer deed has been lodged and that unless objection is taken, the transfer will be registered and if such registered holder fails to lodge an objection in writing at the registered office of the Company within ten (10) days from the posting of such notice to him, he shall be deemed to have admitted the validity of the said transfer. Transfer to be left at office and evidence given. Closing of transfer books and Register. Fee for registration. Indemnity against wrongful transfer. Notice of proposed transfer. RESTRICTIONS ON TRANSFERS OF SHARES 48. (1) Subject to the provisions of the Act, no transfer shall be made to a minor or a person of unsound mind or who is insolvent or to a firm or partnership. No transfer to an infant etc. (2) The Directors may decline to register any transfer of shares or recognise any instrument of transfer unless: (a) such fee, not exceeding Ringgit Malaysia Three (RM3.00/-), as the Directors may from time to time require, is paid to the Company in respect thereof; and 11

12 (b) (c) the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates (if any such certificate was previously issued to such member) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do; and the instrument of transfer is in respect of only one class of share. All instruments of transfer which are registered may be retained by the Company. (3) Subject to the Act, if the Directors refuse to register a transfer or recognise any instrument of transfer, they shall pass a resolution within thirty (30) days after the date on which the transfer was lodged with the Company, and send to the transferor and the transferee notice of the refusal together with the reasons for refusing the registration, within seven (7) days of the resolution being passed as required by the Act. The resolution shall set out in full, the reasons for refusing or delaying the registration. 49. Subject to the Act, the registration of transfers may be suspended as at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in any year. TRANSMISSION OF SHARES 50. In the case of death of a Member the survivor or survivors, where the deceased was a joint holder and the executor or administrators of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of the deceased holder (whether sole or joint) from any liability in respect of any share which had been held by him. 51. Subject to any other provisions of this Constitution, any person becoming entitled to a share in consequence of the death or insolvency of a Member may, upon such evidence as to his title being produced as may from time to time be required by the Directors in their absolute discretion, and subject as hereinafter provided either be registered himself as holder of the share or transfer the share to some other person. 52. Subject to any other provisions of this Constitution, if the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to transfer to some other person he shall execute an instrument of transfer of such share in accordance with the provisions of this Constitution relating to transfer of shares. Transmission on death. Registration of executors and trustees in insolvency. Notice of election to be registered. 12

13 53. All the limitations, restrictions and provisions of this Constitution relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the Member had not occurred and the notice or transfer were a transfer executed by such Member. 54. Subject to any other provisions of this Constitution, a person becoming entitled to a share in consequence of the death or insolvency of a Member shall be entitled to receive and give a discharge for a dividends or other moneys payable in respect of the share, but shall not be entitled to vote at meetings of the Company or (save as aforesaid) to any of the rights or privileges of a Member until he shall have become a Member in respect of the share. Registration of nominee. Rights of unregistered Executors & Trustees. CONVERSION OF SHARES INTO STOCK 55. (1) The Company may, from time to time, by resolution of a General Meeting convert all or any of its paid-up shares into stock and may from time to time, in like manner, re-convert any such stock into paidup shares of any denomination. (2) When any shares have been converted into stock, the several holders of such stock may transfer their respective interests therein, or any part of such interests, in such manner as the Company in General Meeting shall direct, but in default of any such direction in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances will admit. But the Directors may, if they think fit, from time to time fix the minimum amount of stock transferable, and restrict or forbid the transfer of fractions of that minimum, provided that such minimum shall not exceed the nominal amount of the shares from which the stock arose. (3) The several holders of stock shall be entitled to participate in the dividends and profits of the Company according to the amount of their respective interests in such stock, and such interests shall, in proportion to the amount thereof, confer on the holders thereof respectively the same privileges and advantages for the purpose of voting at meetings of the Company and for other purposes as if they held the shares from which the stock arose, but so that none of such privileges or advantages, except the participation in the dividends, profits and assets of the Company, shall be conferred by any holding or part of a holding of stock as would not, if existing in shares, have conferred such privileges or advantages. (4) All such provisions of this Constitution as are applicable to paid-up shares shall apply to stock, and in all such provisions the words "share" and "shareholder" shall include "stock" and "stockholder". Shares may be converted to stock. Stock may be transferred. Holding of stock entitled to same dividends and privileges of shares. Share and shareholder include stock and stockholder. 13

14 ALTERATIONS OF CAPITAL 56. Subject to the provisions of the Act, the Company in General Meeting may (1) Consolidate and divide all or any of its share capital, the proportion between the amount paid and the amount, if any, unpaid on each subdivided share shall be the same as it was in the case of the share from which the subdivided share is derived; (2) Cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled; (3) Sub-divide its shares, or any of them, whatever is in the subdivision, the proportion between the amount paid and the amount, if any, unpaid on each subdivided share shall be the same as it was in the case of the share from which the subdivided share is derived; and (4) Reduce its capital in any manner authorised by and subject to law. Power to consolidate shares. Power to Cancel Shares. Power to subdivide shares. Power to reduce capital. The powers conferred by this Article must be exercised by Special Resolution. The Company shall give notice to the Registrar in accordance with the Act of any such alteration in capital. INCREASE OF CAPITAL 57. Subject to the provisions of the Act, the Company in General Meeting may from time to time increase the capital by the creation of new shares of such amount as may be deemed expedient provided always that the total nominal value of the issued preferences shares, if any, shall not exceed the total nominal value of the issued ordinary shares at any time. 58. The new shares shall be issued upon such terms and conditions, and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct, and if no direction be given, as the General Managers shall, with the approval of the Directors, determine and in particular such shares may be issued with a preferential or qualified right to dividends, and in the distribution of assets of the Company, and with a special or without any right of voting. 59. The Company in General Meeting may, before the issue of any new shares, determine that the same, or any of them, shall be offered in the first instance to all the then Members, in proportion to the amount of the capital held by them, or make any other provisions as to the issue and allotment of the new shares, but in default of any such determination, or so far as the same shall not extend, the new shares may be dealt with as if they formed part of the shares in the original capital. Power to increase capital. On what conditions new shares may be issued. As to preference, etc. When to be offered to existing Members. 14

15 60. Except so far as otherwise provided by the conditions of issue or by this Constitution any capital raised by the creation of new shares shall be considered part of the original capital, and shall be subject to the provisions herein contained with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, surrender and otherwise. How far new shares to rank with shares in original capital. MODIFICATION OF RIGHTS 61. Subject to the provisions of the Act, if at any time the capital, by reason of the issue of preference shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to each class may (subject to the provisions of the Act) be modified, commuted, affected, abrogated or dealt with by agreement between the Company and any persons purporting to contract on behalf of that class, provided such agreement is (a) ratified in writing by the holders of at least three-fourths of the issued shares of that class or (b) confirmed by a special resolution passed at a separate General Meeting of the holders of shares of that class, and all the provisions hereinafter contained as to General Meetings shall, mutatis mutandis, apply to every such meeting, but so that the quorum thereof shall be Members holding or representing by proxy two-thirds of the issued shares of the class. This Article is not by implication to curtail the power of modification which the Company would have if this Article were omitted. BORROWING POWERS 62. The Directors may from time to time at their absolute discretion raise or borrow any sum or sums of money for the purposes of the Company from any persons, banks, firms or companies (expressly including any person holding the office of Director) and may secure the payment of such moneys in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures or debenture-stock of the Company perpetual or redeemable or by making, drawing, accepting or endorsing on behalf of the Company any promissory notes or bills of exchange or giving or issuing any other security of the Company or by mortgage or charge of all or any of the property of the Company both present and future, including its uncalled capital for the time being and the Directors may guarantee the whole or any part of the loans or debts raised or incurred by or on behalf of the Company or any interest payable thereon with power to the Directors to indemnify the guarantors from or against liability under their guarantees by means of a mortgage or hypothecation of or charge upon any property and assets of the Company or otherwise. 63. If any uncalled capital of the Company is included in or charged by any mortgage or other security the Directors may by instrument under the Company's Seal authorise the person in whose favour such mortgage or security is executed or any other person in trust for him to make calls on the Members in respect of such uncalled capital and the provision hereinbefore contained in regard to calls shall mutatis mutandis apply to calls made under such authority and such authority may be made exercisable either conditionally or unconditionally and either presently or contingently and either to the exclusion of the Directors' power or otherwise and shall be assignable if expressed so to be. Power to modify rights. Director s power to borrow. Mortgage of uncalled capital. 15

16 64. Debentures and other securities may be made assignable free from any equities between the Company and the persons to whom the same may be issued. 65. Any debentures or other security may be issued at a discount, premium or otherwise and (with the sanction of the Company in General Meeting) with any special privilege as to redemption, surrender, drawing, allotment of shares, attending and voting at General Meetings of the Company, appointment of Directors or otherwise. Securities may be assignable free from equities. Issues at a discount or premium, etc. GENERAL MEETINGS 66. A General Meeting of the Company shall be held within eighteen months of the incorporation of the Company and thereafter once at least in every calendar year at such times (the interval between any two Annual General Meetings not being more than fifteen months) and at such places as may be determined upon by the Company in General Meeting or, in default of any such determination, by the Directors. Such General Meetings shall be called "Annual General Meetings". All other meetings of the Company shall be called "Extraordinary General Meetings". 67. The Directors may, whenever they think fit and they shall on the requisition in accordance with the Act, proceed to convene an Extraordinary General Meeting. 68. In the case of an Extraordinary General Meeting called in pursuance of a requisition no business other than that stated in the requisition as the objects of the meeting shall be transacted. 69. Twenty-one (21) days' notice in writing at the least of every Annual General Meeting or the calling of an Extraordinary General Meeting convened for the purpose of passing a Special Resolution. For the calling of any other Extraordinary General Meeting fourteen (14) days' notice in writing shall suffice. In every case the length of notice shall be exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given and such notice shall specify the place, the day and the hour of the meeting and in the case of special business and be accompanied by a statement specifying the general nature of such business and the effect of any proposed resolution in respect of such special business shall be given in the manner hereinafter mentioned to such persons as are under the provisions hereinafter contained or under the Act entitled to receive notices from the Company, and by advertisement in the daily press. 70. The accidental omission to give any notice of any meeting to or the non-receipt of any such notice by any of the Members shall not invalidate the proceedings at any General Meeting or any resolution passed thereat. General Meetings. Definition between Ordinary and Extraordinary. When Extraordinary Meeting to be called. Business of meeting called by requisition. Notice of meeting. As to omission to give notice. 16

17 71. The members may participate in an Annual General Meeting or an Extraordinary General Meeting by means of telephone conference or video conference or other similar electronic tele-communicating equipment by means of which all persons participating in the meeting can hear each other and participate throughout the duration of the communication between the members and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. Participating in meeting by means of conference telephone, etc. PROCEEDINGS AT GENERAL MEETINGS 72. The business of an Annual General Meeting shall be to receive and consider the profit and loss accounts, the balance sheets and the reports of the Directors and of the Auditors, to elect Directors, Auditors and other officers in the place of those retiring by rotation or otherwise, to declare dividends and to transact any other business which under this Constitution ought to be transacted at an Annual General Meeting. All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed special. 73. No business shall be transacted at any General Meeting unless a quorum is present. In the event there are two or more members of the company, two members present in person or by proxy shall be a quorum for all purposes. Otherwise, the quorum shall be one member personally present or represented by proxy or by a corporate representative of a corporation. 74. If within half-an-hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon such requisition as aforesaid, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day, time and place as the Directors may by notice to the shareholders appoint. If at such adjourned meeting a quorum is not present, those Members who are present shall be a quorum, and may transact the business for which the meeting was called. 75. Subject to the provisions of the Act, a resolution in writing signed by every Member of the Company entitled to vote shall have the same effect and validity as an Ordinary Resolution of the Company passed at a General Meeting, duly convened, held and constituted and may consist of several documents in the like form, each signed by one or more of such Members. 76. The Chairman of the Directors shall be entitled to take the chair at every General Meeting or if there be no Chairman, or, if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting, the Members present shall choose another Director as Chairman, and, if no Director be present, or if all the Directors present decline to take the chair, then the Members present in person shall choose one of their number to be chairman. 77. Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall bothon a show of hands and at the poll have a casting vote in addition to the vote or votes to which he may be entitled as a Member. Business of Ordinary Meeting. Quorum. When if quorum not present meeting to be dissolved and when adjourned. Resolution in Writing. Chairman of General Meeting. How questions to be decided at meetings, casting vote. 17

18 78. At any General Meeting unless a poll is demanded by the Chairman (being a person entitled to vote) or by at least five Members or by a Member or Members holding or representing by proxy or entitled to vote in respect of at least one-fifth part of the capital represented at the meeting a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 79. If a poll is demanded as provided in Article 78 it shall be taken in such manner and at such time and place as the Chairman of the meeting directs and either at once or after an interval or adjournment or otherwise and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. In case of any dispute as to the admission or rejection of a vote the Chairman shall determine the same and such determination if made in good faith shall be final and conclusive. 80. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. No poll shall be demanded on the election of a Chairman and a poll demanded on a question of adjournment shall be taken at the meeting without adjournment. 81. The Chairman of a meeting may, with the consent of the meeting, adjourn the same 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. 82. Minutes shall be made in books provided for the purpose of all resolutions and proceedings at General Meetings and any such minutes if signed by the Chairman of the meeting to which they relate or by the Chairman of the next subsequent General Meeting, shall be receivable as evidence of the facts therein stated without further proof. Such books shall be kept at the office of the Company and be open to inspection by any Member without charge at such times as the Directors may from time to time decide in accordance with the Act. What to be evidence of the passing of a resolution where poll not demanded. Poll. Business may proceed notwithstanding demand of poll. Power to adjourn General Meeting. Minutes of General Meeting. VOTES OF MEMBERS 83. Subject to any special rights or restrictions as to voting upon which any shares may be held, on a show of hands every Member present in person or by proxy, or attorney, or by a duly authorised representative and entitled to vote, shall have one vote only. Upon a poll every Member present in person, by proxy, or attorney or by a duly authorised representative entitled to vote, shall have one vote for every share held by such Member. Any proxy or duly authorised representative appointed to vote and attend instead of a Member, shall have the same right as the Member to speak at the meeting. Votes of members. 18

19 84. If any Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, he may vote by his legally appointed committee or manager or other legal curator of his estate (who may appoint a proxy), provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty-eight (48) hours before the time appointed for holding the meeting. 85. Where there are joint registered holders of any share any one of such persons may vote at any meeting either personally or by proxy in respect of such share as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy that one of the said persons so present whose name stands first on the register in respect of such shares shall alone be entitled to vote in respect thereof. Several executors or administrators or other persons entitled to dispose of the property of a deceased Member in whose name stands any share shall for the purpose of this Article be deemed joint holders thereof. 86. Votes may be given either personally or by proxy, and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. On a poll, votes may be given either personally or by proxy, and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. 87. A member may appoint more than one proxy in relation to a meeting, provided that the member specifies the proportion of the member's shareholdings to be represented by each proxy. An instrument appointing a proxy shall be in writing and:- Voting in case of lunatics. Votes of joint holders. Voting by proxy & more than one vote. Instrument appointing proxy to be in writing. (1) in the case of an individual, shall be signed by the appointer or by his attorney; and (2) in the case of a corporation, shall be either under its common seal or signed by its attorney or by an officer on behalf of the corporation. The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer. 19