THE COMPANIES (JERSEY) LAW 1991 LIMITED COMPANY MEMORANDUM OF ASSOCIATION. - of - COINSHARES (JERSEY) LIMITED

Transcription

1 THE COMPANIES (JERSEY) LAW 1991 LIMITED COMPANY MEMORANDUM OF ASSOCIATION - of - COINSHARES (JERSEY) LIMITED 1. The name of the Company is "CoinShares (Jersey) Limited". 2. The share capital of the Company is 100,000,001 divided into: a single Ordinary Share of 1.00 par value; and 100,000,000 Redeemable Shares, in a single class, of 1.00 par value each. 3. The Company is a private company. 4. The Company is a par value company. 5. The liability of each shareholder is limited to the amounts (if any) unpaid on the shares respectively held by them.

2 THE COMPANIES (JERSEY) LAW 1991 LIMITED COMPANY ARTICLES OF ASSOCIATION - of - COINSHARES (JERSEY) LIMITED CONTENTS CONTENTS 1 INTERPRETATION 3 ARTICLES OF ASSOCIATION 9 BUSINESS 9 OFFICE 9 SECRETARY 9 THE SEAL 10 SHARES 10 SHARE CAPITAL 12 ALTERATION OF CAPITAL 14 CERTIFICATES 15 LIEN 16 CALLS ON SHARES 17 FORFEITURE OF SHARES 18 SHARE TRANSFERS 19 TRANSMISSION OF SHARES 20 REDEMPTION OF SHARES 20 1

3 GENERAL MEETINGS 21 NOTICE OF GENERAL MEETINGS 21 PROCEEDINGS AT GENERAL MEETINGS 22 VOTES OF MEMBERS 25 DIRECTORS 28 ALTERNATE DIRECTORS 30 POWERS OF DIRECTORS 31 NUMBER, APPOINTMENT & REMOVAL OF DIRECTORS 32 EXECUTIVE OFFICE 33 PROCEEDINGS OF DIRECTORS 33 ACCOUNTS 36 AUDIT 37 DIVIDENDS 38 RESERVES 39 CAPITALISATION 39 COMPROMISES & ARRANGEMENTS 40 WINDING-UP 41 INDEMNITY 41 NOTICES 42 2

4 THE COMPANIES (JERSEY) LAW 1991 LIMITED COMPANY ARTICLES OF ASSOCIATION - of - COINSHARES (JERSEY) LIMITED INTERPRETATION 1. In these articles of association, unless (or save to the extent that) the context or subjectmatter requires otherwise, the following terms shall have the following meanings: Accounting Date address AGM Articles Auditor Board Business Day 31 st December in each calendar year or such other date as the Board may from time to time decide; in relation to electronic communications, means any number or address used for the purposes of such communications; an annual General Meeting of the Company; these articles of association, as the same may be amended from time to time; the auditor, for the time being, of the Company (or, in the case of joint auditors, any one of them); the board of Directors of the Company from time to time; means a day (except a Saturday, Sunday or bank holiday) on which banks in Jersey are open for the conduct of normal banking business; 3

5 clear days in relation to a period of notice, means that period excluding the day when the notice is given (or deemed to be given) and the day for which it is given (or on which it is to take effect); Companies Law the Companies (Jersey) Law 1991; Company Derivative Share Directors EGM electronic communication the company incorporated under the Companies Law in respect of which these Articles have been adopted and registered; any share issued after December, 2017 by way of conversion or reclassification of another share (the Original Share ) in the capital of the Company of any class and any shares representing or deriving from the Original Share as a result of an increase in, reorganisation or variation of the capital of the Company; the directors (or sole director) of the Company for the time being (and which, for the avoidance of doubt, shall include a corporate director acting, where appropriate through its corporate representative, in accordance with the provisions of the Companies Law); an extraordinary General Meeting of the Company; bears the meaning set out in the Electronic Law; Electronic Law The Electronic Communications (Jersey) Law 2000; electronic signature General Meeting in writing Internal Party bears the meaning set out in the Electronic Law; an AGM or, as the case may be, an EGM; includes written, printed, transmitted by facsimile or other electronic means, photographed (or represented by any other mode of representing or reproducing words in a visible form) or partly one and partly another of the foregoing; in relation to a Person (not being a natural Person), any one of its directors, officers, employees, contractors and agents; 4

6 Jersey Memorandum Office Ordinary Resolution Ordinary Shares Ordinary Shareholder paid-up Person Qualifying Shares the island of Jersey, within the Channel Islands; the Company s memorandum of association from time to time; the registered office of the Company from time to time; means a resolution passed by a simple majority of the votes cast, in person or by proxy, at a General Meeting by Shareholders who are entitled to do so; non-redeemable shares in the capital of the Company, issued in a single class, and having the rights and privileges set out herein (including any Derivative Shares relating thereto); any Shareholder registered in the Register as the holder of one or more Ordinary Shares; paid-up and / or credited as paid-up, in each case with respect to the par value of a share; any person (natural or corporate), any type of partnership, firm, business or other unincorporated association (whether with or without separate legal personality) (in each case irrespective of wheresoever resident, incorporated or domiciled); means: (i) (ii) Ordinary Shares; and any other class of shares in the capital of the Company, which are not Subordinate Shares, from time to time authorised or issued by the Company (including any Derivative Shares relating thereto), which the Board has determined shall be Qualifying Shares at the time of the first issuance of shares of such class; Records correspondence, documents, papers, memoranda, minutes, notes, books, materials, schedules, vouchers, information and other records, including without limitation, as relates to financial matters, (including any copies of the foregoing), and in whatever medium held, 5

7 and wherever so held, relating to the business or otherwise to the affairs of the Company; Redeemable Shares Redeemable Shareholder Register Seal Secretary Shareholder or holder redeemable shares in the capital of the Company, issued in a single class, and having the rights and privileges set out herein (including any Derivative Shares relating thereto); any Shareholder registered in the Register as the holder of one or more Redeemable Shares; the register of Shareholders, required to be kept by the Companies Law; the common seal (if any) of the Company from time to time; the Person appointed from time to time to perform the duties of secretary of the Company (including an assistant or deputy secretary) and, in the event of two of more Persons being appointed as joint secretaries, any one or more of the Persons so appointed; means: (i) (ii) (iii) an Ordinary Shareholder; a Redeemable Shareholder; and any member of the Company for the time being registered in the Register as the holder of one or more shares of any class of share in the Capital of the Company not being an Ordinary Share or a Redeemable Share; Special Resolution means a resolution passed by a majority of two-thirds of the votes cast, in person or by proxy, by Shareholders who are entitled to do so, at: (i) (ii) a General Meeting of the Company; or at a separate meeting of a class of Shareholders of the Company; 6

8 and in default of qualification within these Articles by reference to a class meeting (and otherwise than pursuant to the application of Article 16), shall mean (i); Subordinate Shares means: (i) (ii) Redeemable Shares; and any other class of shares in the capital of the Company, which are not Qualifying Shares, from time to time authorised or issued by the Company (including any Derivative Shares relating thereto), which the Board has determined shall be Subordinate Shares at the time of the first issuance of shares of such class; and Subscription Amount the sum paid-up on a share (in respect of its par value) and any additional premium thereto paid on its issuance. (c) For the avoidance of doubt, terms defined within specific Articles shall bear the meanings defined therein in respect of the specified Article(s) (or, failing any delimitation to the application of such definitions, in respect of all of these Articles), unless (or save to the extent that) the context or subject-matter requires otherwise. In these Articles, unless (or save to the extent that) the context or subject-matter requires otherwise: (i) (ii) (iii) (iv) (v) (vi) words importing the singular number shall include the plural number (and vice-versa); words importing the masculine gender only shall include the feminine and neuter genders (and vice-versa); the word may shall be construed as permissive and the word shall shall be construed as imperative; words importing persons only shall include companies or associations or bodies of persons, whether corporate or not; references to an Article, by number, are to the particular Article of these Articles; references to time of day are to Jersey time unless otherwise stated; 7

9 (vii) references to a pound or pounds (or or GBP) and to a penny or pence (or p) are references to the lawful currency for the time being of the United Kingdom; (viii) (ix) (x) (xi) (xii) any provision which is expressed to bind more than one Person shall, save where inconsistent with the context, bind them jointly and each of them severally; references to a statute or statutory provision, if not inconsistent with the subject-matter or context, include that statute or provision as from time to time modified or re-enacted or consolidated (whether before or after the date of these Articles) and every subordinate regulation or order made thereunder PROVIDED THAT nothing shall operate to increase the liability of any party under these Articles beyond that which would have existed had this Article 1(c)(ix) been omitted; any reference to any Jersey legal term or concept (including for any action, remedy, method of judicial proceeding, document, legal status, statute court, official governmental authority or agency) shall, in respect of any jurisdiction other than Jersey, be interpreted to mean the nearest and most appropriate analogous term to the Jersey legal term in the legal language in that jurisdiction (as the context reasonably requires) so as to produce, as nearly as possible, the same effect in relation to that jurisdiction as would be the case in relation to Jersey; references to dividend shall, where the context permits, include all forms of distribution permitted under article 114 of the Companies Law; and references to the winding-up of a Person include the amalgamation, reconstruction, reorganisation, administration, dissolution, liquidation, merger or consolidation of such Person and any equivalent or analogous procedure under the law of any jurisdiction in which that Person is incorporated, domiciled or resident or carries on business or has assets. (d) (e) Subject as aforesaid, any word or expression defined in the Companies Law (including, without limitation, holding company, shares, securities and subsidiary) or the Interpretation (Jersey) Law 1954 shall, unless (or to the extent that) the subject-matter or context requires otherwise, bear the same meaning in these Articles. The headings within these Articles are inserted for convenience only and shall not affect the construction of these Articles. 8

10 ARTICLES OF ASSOCIATION 2. These Articles are the articles of association of the Company and are subject to amendment by the Company from time to time by Special Resolution. For the purposes of article 6(2) of the Companies Law, and for the avoidance of doubt, the articles known as the Standard Table set out in the Schedule to the Companies (Standard Table) (Jersey) Order 1992 are wholly excluded from any application to these Articles. BUSINESS 3. Any branch or kind of business may be undertaken by the Company at such time or times as the Board shall think fit and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Board may deem it expedient not to commence or proceed with such branch or kind of business. OFFICE 4. The Office shall be situated in Jersey. SECRETARY 5. The Secretary shall be appointed by the Board. The Board may also, in its discretion, appoint one or more Assistant and / or Deputy Secretaries. 6. No Person shall be appointed or hold office as Secretary (or Assistant or Deputy Secretary) who is: (c) the sole Director of the Company; a corporation the sole director of which is the sole Director of the Company; or the sole director of a corporation which is the sole Director of the Company. 7. Anything required or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any Assistant or Deputy Secretary, or if there is no Assistant or Deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specially in that behalf by the Board PROVIDED THAT any provisions of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by it being done by or to the same Person acting both as Director and as, or in the place of, the Secretary. 9

11 THE SEAL 8. The Board of the Company may resolve to adopt a Company Seal, in which case the Board shall provide for its safe custody. The Seal shall not be used except by the authority of a resolution of the Board (or of a committee of the Board authorised by it in that behalf). The Board may from time to time make such regulations as it may see fit (subject to the provisions of the Articles relating to share certificates) determining the Persons and the number of such Persons in whose presence the Seal shall be used and, until otherwise so determined, the Seal shall be affixed in the presence of two Directors, of one Director and the Secretary or of one Director and some other Person duly authorised by the Board. 9. If the Company engages in business outside Jersey it may, by resolution of the Board, adopt a facsimile of the Seal for use in (and which shall bear the name of) any country, territory or place outside Jersey. SHARES 10. Subject as hereinafter provided, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board which may allot, issue or grant options over them to such Persons, at such times and generally on such terms and conditions as the Board thinks proper and may determine the rights to be attached thereto. 11. For the avoidance of doubt, the Board may create, issue, allot or hold treasury shares in accordance with the Companies Law. 12. The Company may: (c) (d) subject to the provisions of the Companies Law and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, issue such part of the capital as it thinks fit 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 Special Resolution Consent determine; exercise the powers of paying commissions conferred by the Companies Law. Subject to the provisions of the Companies Law, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly-paid shares or partly in one way and partly in the other; subject to the provisions of article 55 of the Companies Law, issue shares which are liable, or at the option of the Company are to be liable, to be redeemed; and / or subject to the provisions of article 55 of the Companies Law and Article 16, convert the whole or any particular class of its shares into redeemable shares. 10

12 13. No Person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 14. The Board shall keep a Register (or procure that the same is kept) in the manner required by article 41 of the Companies Law and shall before the end of the specified period in every calendar year (after the calendar year in which the Company is incorporated) prepare a return containing the particulars required by article 71 of the Companies Law and, as required, deliver a copy thereof to the Registrar of Companies. 15. Subject to the prior approval of the Shareholders given by Ordinary Resolution in General Meeting, the Board may at any time resolve to issue any shares (fully or, subject to the terms of issue of a particular class of shares, partly paid-up) as a consideration for any property transferred to the Company or for any services done for, or any benefits otherwise accruing to, the Company. 16. Whenever the capital of the Company is divided into different classes of shares, the special rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated, either whilst the Company is a going concern or during or in contemplation of a winding-up, with the sanction of a resolution passed by a two-thirds majority of votes cast at a meeting of the relevant class of Shareholders, but not otherwise. To every such separate meeting all of the provisions of the Articles relating to General Meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply except that the necessary quorum shall be two Persons at least holding or representing by proxy one-third in nominal amount of the issued shares of the class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall be a quorum) and that every Shareholder of the class shall on a poll have one vote for each share of the class held by him. 17. The rights (including special rights) conferred upon the holders of any class of Subordinate Shares shall not be deemed to be varied by the creation or issue of any Qualifying Shares. 18. The rights (including special rights) conferred upon the holders of any class of Qualifying Shares shall: not be deemed to be varied by the creation or issue of any Subordinate Shares; and shall be deemed varied by the creation or issue of any new class of shares conferring (or purporting to confer) on the holders thereof pre-emption rights in respect of the creation or issue of further Qualifying Shares of the relevant class or upon transfers of Qualifying Shares of the relevant class. 11

13 19. The rights (including special rights) conferred upon the holders of any shares or class of shares issued with preferred, deferred or other special rights shall not (unless otherwise expressly provided by the conditions of issue of such shares) be deemed to be varied by the creation or issue of further shares ranking pari-passu therewith or subordinate thereto. SHARE CAPITAL 20. ORDINARY SHARES The Ordinary Shares shall confer on the holders thereof the following rights and privileges and are issued upon, and are subject to, the following terms: Income Subject to any special rights which may be attached to any other class of shares and the provisions of the Companies Law, the profits of the Company available for distribution (which, for the avoidance of doubt, shall include sums placed in reserve pursuant to Article 180) and resolved to be distributed shall be distributed by way of dividend, pari-passu among the holders of the Ordinary Shares and the Redeemable Shares, in such amounts and at such times as shall be determined by the Board. Capital On a return of assets (on a winding-up or otherwise), Ordinary Shares shall confer on the holders thereof the rights in respect of the assets of the Company available for distribution among the Shareholders referred to in Article 187. (c) Transfer Ordinary Shares shall be freely transferable in accordance with the provisions of these Articles. (d) Redemption Ordinary Shares shall not be redeemable at the election of the holders thereof. (e) Paid-Up Status The Company may issue any Ordinary Share fully or partly paid-up. (f) Pre-Emption Rights: Issuance Ordinary Shares shall confer on the holders thereof no pre-emption rights in respect of the issuance by the Company of any shares (including of the same class). 12

14 (g) Pre-Emption Rights: Transfers Ordinary Shares shall confer on the holders thereof no pre-emption rights in respect of the transfer of any shares (including of the same class). (h) General Meetings The Ordinary Shares shall confer on the holders thereof the right to receive notices of, and to attend and vote at, General Meetings in accordance with the provisions herein. 21. REDEEMABLE SHARES The Redeemable Shares shall confer on the holders thereof the following rights and privileges and are issued upon, and are subject to, the following terms: Income Subject to any special rights which may be attached to any other class of shares and the provisions of the Companies Law, the profits of the Company available for distribution (which, for the avoidance of doubt, shall include sums placed in reserve pursuant to Article 180) and resolved to be distributed shall be distributed by way of dividend, pari-passu among the holders of the Ordinary Shares and the Redeemable Shares, in such amounts and at such times as shall be determined by the Board. Capital On a return of assets (on a winding-up or otherwise), Ordinary Shares shall confer on the holders thereof the rights in respect of the assets of the Company available for distribution among the Shareholders referred to in Article 187. (c) Transfer Redeemable Shares shall be freely transferable in accordance with the provisions of these Articles. (d) Redemption Subject to compliance with the Companies Law, the Redeemable Shares shall be redeemable at the election of the Company (and not, for the avoidance of doubt, at the election of the holder(s) thereof) on, and subject to, the following terms: (i) the Company, by resolution of the Board, may at any time redeem all or any of the Redeemable Shares from time to time in issue; and 13

15 (ii) in connection with each Redeemable Share redeemed, subject to the holder s compliance with Article 62, there shall be due from the Company to the holder (or, as the case may be, the first of joint holders) of the same at the date of redemption the Subscription Amount in respect of that Redeemable Share. (e) Paid-Up Status The Company may not issue any Redeemable Share unless such share is, at the time of issuance, to be fully paid-up. (f) Pre-Emption Rights: Issuance Redeemable Shares shall confer on the holders thereof no pre-emption rights in respect of the issuance by the Company of any shares (including of the same class). (g) Pre-Emption Rights: Transfers Redeemable Shares shall confer on the holders thereof no pre-emption rights in respect of the transfer of any shares (including of the same class). (h) General Meetings The Redeemable Shares shall confer on the holders thereof the right to receive notices of, but not to attend or vote at, General Meetings. ALTERATION OF CAPITAL 22. The Company may from time to time by Special Resolution increase its capital by such sum, to be divided into shares of such amounts, as the Resolution shall prescribe. 23. The Company may (subject to the provisions of the Companies Law) by Special Resolution: (c) (d) (e) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; convert all or any of its fully-paid shares into stock and re-convert that stock into fullypaid shares of any denomination; sub-divide its existing shares, or any of them, into shares of smaller amount than is from time to time fixed by the Memorandum; convert any of its fully-paid shares, the nominal amount of which is expressed in one currency, into fully-paid shares of a nominal amount of another currency; and / or cancel any shares which, at the date of passing of the Special Resolution to cancel them, have not been taken (or agreed to be taken) by any Person. 14

16 24. The Company may also (subject to the provisions of the Companies Law) by Special Resolution: (c) reduce its share capital and any capital redemption reserve or any share premium account in any manner; issue, or convert existing non-redeemable shares (whether issued or not) into shares which are to be redeemed, or are liable to be redeemed, at the option of the Company or the holder thereof; and / or purchase its own shares (including any redeemable shares). 25. Upon the first issuance of any new class of shares, the Board shall specify in the particulars of the rights and conditions applying to such shares whether the holding of such a share is to confer on the holder thereof any pre-emption rights in connection with further issuances of shares of that (or any subordinate) class and / or upon transfers of such shares. 26. All new shares shall be subject to all of the provisions of these Articles with reference to payment of calls, lien, transfer, transmission, forfeiture and otherwise. CERTIFICATES 27. Every Person whose name is entered as a Shareholder in the Register shall be entitled (without payment), upon the making of a written request to the Company, to receive one certificate for all his shares of each class, or upon payment of such sum for every certificate after the first as the Board shall from time to time determine, or to several certificates, each for one or more of his shares. 28. Every certificate shall be issued within two (2) calendar months after allotment or the lodgement with the Company of the transfer of the relevant shares, unless the conditions of issue of such shares otherwise provide. 29. Notwithstanding anything to the contrary herein, reference in these Articles to a certificate in respect of shares in the Company (and to any obligation on any party in relation thereto) shall be interpreted as only being applicable if shares of the relevant class are, at the relevant time, certificated (either as a result of the conditions of issuance of such shares or by virtue of subsequent resolution of the Board). 30. Each certificate may either be under the Seal (which shall be affixed in the presence and shall bear the autographic signature of one Director and the Secretary or two Directors) or, if without a Seal, shall bear the autographic or electronic signature of one Director and the Secretary or of two Directors and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates and the amount paid-up thereon (if not fully paid-up). 15

17 31. The Company shall not be bound to register in the Register more than four Persons as the joint holders of any share (except in the case of executors or trustees of a deceased Shareholder). In the case of a share or shares held jointly by several Persons the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. 32. In relation to share certificates (where the same are issued in respect of a class of share): where a Shareholder transfers part only of his holding of shares of a class he shall be entitled (without payment), upon the making of a written request to the Company, to a certificate for the balance of the shares of that class retained by him; and if a share certificate be defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity as the Board thinks fit. In case of loss or destruction, the Shareholder to whom such renewed certificate is given shall also bear and pay to the Company all expenses incidental to the investigation by the Company of the evidence of such loss or destruction and to such indemnity. LIEN 33. The Company shall have a first and paramount lien and charge on all the shares (not being fully-paid shares) registered in the Register the name of a Shareholder (whether solely or jointly with others) for his debts, liabilities and engagements, either alone or jointly with any other Person, whether a Shareholder or not, to or with the Company, whether the period for the payment or discharge thereof shall have actually arrived or not. Such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company's lien (if any) on such shares. 34. For the purpose of enforcing such lien the Company may sell, in such manner as the Board think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of ten (10) Business Days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of intention to sell in default shall have been served on the registered holder for the time being of the share or the Person entitled by reason of his death or bankruptcy to the share. For the purpose of giving effect to any such sale, the Board may authorise some Person to transfer to the purchaser thereof the shares so sold. 35. The net proceeds of such sale, after payment of the costs of such sale, shall be applied in or towards payment or satisfaction of the debt or liability in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the Person entitled to the shares at the time of the sale. The purchaser shall be registered in the Register as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any 16

18 irregularity or invalidity in the proceedings in reference to the sale. CALLS ON SHARES 36. The Company may, by resolution of the Board, from time to time make calls upon the Shareholders in respect of any moneys unpaid on their shares (whether on account of the par value amount of the shares or by way of premium thereto) and each Shareholder shall, subject to being given at least ten (10) Business Days' notice specifying the time (or times) and place of payment, at the time or times and place so specified be liable to pay the amount called on his share. A call may be made payable by instalments. A call may be revoked or postponed as the Board may determine. 37. A call shall be deemed to have been made at the time when the resolution of the Board authorising the same was passed. 38. The joint holders of a share shall be jointly and severally liable to pay all calls and other moneys due in respect thereof. 39. If a sum called in respect of a share is not paid before (or on) the day appointed for payment thereof, the Person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as the Board shall determine (subject to the Board s being at liberty to waive payment of such interest (wholly or in part)). 40. Any sum which by the terms of issue of a share becomes payable upon allotment or at any fixed date, whether on account of the par value amount of the share or by way of premium thereto, shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable and, in case of non-payment thereof, all the relevant provisions of these Articles as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 41. The Board may make arrangements on the issue of a class of shares for a difference between the holders thereof in respect of the amount of calls to be paid and time of payment. 42. The Board may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him (beyond the sums actually called-up thereon) as a payment in advance of calls and such payment in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is advanced and upon the money so received (or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which it has been received), and the Company may (until the same would, but for such advances, become presently payable) pay interest at such rate as the Shareholder paying such sum and the Board agree upon. Any amount paid-up in advance of calls shall not entitle the holder of the shares upon which such amount is paid to participate, in relation thereto, in any dividend until the 17

19 same would, but for such advance, become presently payable. FORFEITURE OF SHARES 43. If a Shareholder fails to pay any call (or instalment of a call) on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of such call (or instalment) remains unpaid, serve a notice on him requiring payment of so much of the call (or instalment) as is unpaid, together with any accrued interest and any costs, charges and expenses incurred by the Company by reason of such non-payment. 44. The notice shall name a further day (not earlier than ten (10) Business Days from the date of service thereof) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment at (or before) the time, and at the place, appointed the shares on which the call was made will be liable to be forfeited. 45. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls, instalments, interest, costs, charges and expenses due in respect thereof have been made, be forfeited by a resolution of the Board to that effect and such forfeiture shall include all dividends which shall have been declared on the forfeited shares and not actually paid before the forfeiture. 46. A forfeited share shall become the property of the Company and may be sold, re-allotted or otherwise disposed of (either to the Person who was before forfeiture the holder thereof or entitled thereto or to any other Person) upon such terms, and in such manner, as the Board shall think fit and whether with or without all or any part of the amount previously paid-up on the share or credited as so paid-up and, at any time before a sale, re-allotment or disposition, the forfeiture may be cancelled on such terms as the Board thinks fit. The Board may, if necessary, authorise some Person to transfer a forfeited share to any other Person as aforesaid. 47. A Person whose shares have been forfeited shall cease to be a Shareholder in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which, at the date of forfeiture, were presently payable by him to the Company in respect of those forfeited shares, with interest thereon at such rate from the date of forfeiture until payment as the Board may reasonably determine, and the Board may enforce payment without any allowance for the value of the shares at the time of forfeiture. 48. A Record in the minute book of the Company that a share has been duly forfeited in pursuance of the Articles, and stating the time when it was forfeited, shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the share adversely to the forfeiture thereof and such Record and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof, together with the certificate (if any be so issued) for the share delivered to a purchaser or allottee thereof, shall (subject to the execution of a transfer, if the same be so required) constitute a good title to 18

20 the share and the Person to whom the share is sold, re-allotted or disposed of shall be registered in the Register as the holder of the share and shall not be bound to see to the application of the consideration (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share. 49. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the par value amount of the share or by way of premium thereto, as if the same had been payable by virtue of a call duly made and notified. SHARE TRANSFERS 50. All transfers of shares shall be effected by instrument in writing in any usual or common form approved by the Board for such purpose. 51. The instrument of transfer of a share shall be executed by or on behalf of the transferor and (in the case of partly-paid shares) also by the transferee. For the avoidance of doubt, an instrument of transfer may be executed by a party by using an electronic signature (SAVE to the extent that the same is prohibited by any mandatory provision of law applicable to the Person concerned or, where such Person is not a natural Person, by such Person s constitution). 52. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. 53. The Board may, in its absolute discretion, and without assigning any reason therefor, decline to register in the Register any transfer of any partly-paid share in the Company. 54. The Board may, in its absolute discretion, also decline to recognise any transfer of shares unless: the instrument of transfer is deposited at the Office (or such other place as the Board may reasonably require) accompanied by the certificate of the shares to which it relates (if any be so issued) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and the instrument of transfer is in respect of only one class of share. 55. If the Board declines to register a transfer of any shares they shall, within one (1) calendar month after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal. 56. The registration of transfers may be suspended at such times (and for such periods) as the Board may from time to time determine, PROVIDED ALWAYS that such registration shall not be suspended for more than thirty (30) days in any calendar year. 19

21 57. No fee shall be charged in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to (or affecting) the title to any shares. 58. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Board declines to register shall (except in any case of fraud) be returned to the Person depositing the same. TRANSMISSION OF SHARES 59. In the case of the death of a Shareholder, the survivor (or survivors where the deceased was a joint holder) and the executor or administrators of the deceased where he was a sole or only surviving holder shall be the only Persons recognised by the Company as having any title to his interest in the shares, BUT NOTHING in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him. 60. Any Person entitled to a share in consequence of the death or bankruptcy of a Shareholder shall, upon producing such evidence of his title as the Board may require, have the right either to be registered in the Register himself as the holder of the share or to make such transfer thereof as the deceased or bankrupt Shareholder could have made (but, for the avoidance of doubt, the Board shall, in either case, have the same right to refuse or suspend registration as it would have had in the case of a transfer of the share by the deceased or bankrupt Shareholder before his death or bankruptcy). 61. A Person so becoming entitled to a share in consequence of the death or bankruptcy of a Shareholder shall have the right to receive, and may give a discharge for, all dividends and other moneys payable (or other advantages due) on or in respect of the share, but he shall not be entitled to receive notice of, or to attend or vote at, meetings of the Company, or, save as aforesaid, to any of the rights or privileges of a Shareholder unless and until he shall be registered in the Register as a Shareholder in respect of the share. REDEMPTION OF SHARES 62. The holder of any redeemable share at the date of its redemption shall deliver to the Office the certificate for such share (if any be so issued) in order that the same may be cancelled. Upon such delivery (or agreement by the Company that no certificate had been so issued) the Company shall pay to such holder the amount due in respect of such redemption. 63. A Person whose shares have been redeemed shall cease to be a Shareholder in respect of the redeemed shares, but shall, notwithstanding the redemption, remain liable to pay to the Company all moneys which, at the date of redemption, were presently payable by him to the Company in respect of those redeemed shares, with interest thereon at such rate from the date of redemption until payment as the Board may reasonably determine, and the Board may enforce payment without any allowance for the value of the shares at the time of redemption. 20

22 64. A redeemed share shall become the property of the Company and may be sold, re-allotted or otherwise disposed of upon such terms, and in such manner, as the Board shall think fit. 65. A Record in the minute book of the Company that a share has been duly redeemed in pursuance of the Articles, and stating the date and time when it was redeemed, shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the share adversely to the redemption thereof and such Record and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or other disposal thereof, together with the certificate (if any be so issued) for the share delivered to a purchaser or allottee thereof, shall (subject to the execution of a transfer, if the same be so required) constitute a good title to the share and the Person to whom the share is sold, reallotted or disposed of shall be registered in the Register as the holder of the share and shall not be bound to see to the application of the consideration (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the redemption, sale, re-allotment or disposal of the share. GENERAL MEETINGS 66. The Company is not required to hold an AGM in any calendar year (unless or until Shareholders otherwise resolve by Special Resolution). 67. All General Meetings, other than AGMs, shall be called EGMs and shall be held at such place as shall be determined by the Board from time to time. 68. The Board may call an EGM whenever it thinks fit and an EGM shall be convened on such requisition, or, in default, may be convened by such requisitionists, and in such manner as provided by the Companies Law. NOTICE OF GENERAL MEETINGS 69. At least fourteen (14) clear days notice shall be given of each General Meeting, including those called (inter-alia) for the passing of a Special Resolution. The notice for a General Meeting shall: (c) specify the place, the day and the hour of the meeting; in case of special business, shall specify the general nature of such business; and shall be given to such Persons as are, under the provisions of the Articles or the conditions of issue of the shares, entitled to receive such notices from the Company. 70. The Auditor shall be entitled to receive notice of, to attend (either in person or by his representative(s)) and to speak at any General Meeting of the Company. 21

23 71. A General Meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in Article 69, be deemed to have been duly called with regard to the length of notice if it is so agreed, in the case of an AGM by all the Shareholders entitled to attend and vote thereat and, otherwise, by a majority in number of the Shareholders having a right to attend and vote at the meeting being a majority together holding not less than ninety percent (90%) in nominal value of the shares giving a right to attend and vote at the meeting. 72. In every notice calling a General Meeting of the Company (or a class meeting of any class of Shareholders of the Company) there shall appear with reasonable prominence a statement that a Shareholder entitled to attend and vote thereat is entitled to appoint one or more proxies to attend and vote on a poll instead of him and that a proxy need not also be a Shareholder. 73. It shall be the duty of the Company, on the requisition in writing of any number of Shareholders representing not less than one-tenth of the total voting rights of all the Shareholders having, at the date of the requisition, a right to vote at the meeting to which the requisition relates and (unless the Company otherwise resolves) at the expense of the requisitionists, to give to Shareholders entitled to have notice of any General Meeting, notice of any resolution which may properly be moved (and is intended to be moved) at that meeting, and to circulate to Shareholders entitled to have notice of any General Meeting sent to them any statement (of not more than one thousand words) with respect of the matter referred to in any proposed resolution or the business to be dealt with at that meeting. 74. The non-receipt of notice of a meeting by any Person entitled to receive notice shall not invalidate the proceedings at that meeting PROVIDED THAT satisfactory proof shall be furnished at the meeting that notice has been deemed given to such Person in accordance with the provisions of the Articles. PROCEEDINGS AT GENERAL MEETINGS 75. All business shall be deemed special that is transacted at an EGM and also all business that is transacted at an AGM, with the exception of declaring dividends, the consideration of the accounts, balance sheets and the reports of the Directors and, if any, of the Auditor, the election of Directors and, if applicable, the Auditor in the place of those retiring and the appointment and the fixing of the remuneration of the Auditor (if appointed). 76. In relation to presence at General Meetings: No business shall be transacted at any General Meeting unless a quorum is present. Save, (i) (ii) as these Articles otherwise provide; or in the case of a single member company; 22

24 two Shareholders present (in person or by proxy) and entitled to vote shall be a quorum for all purposes. (c) If a Shareholder is by any means in communication with one or more other Shareholders so that each Shareholder participating in the communication can hear what is said by each other of them, each Shareholder so participating in the communication shall be deemed to be present at a meeting with the other Shareholders so participating. 77. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved and shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Directors present may determine and, if at such adjourned meeting, a quorum is not present within thirty minutes from the time appointed for holding the meeting, the meeting shall be dissolved. 78. The Chairman (if any) or, if absent, the Deputy Chairman (if any) of the Board, or failing him, another Director nominated by the Board, shall preside as Chairman at every General Meeting of the Company, but, if at any General Meeting neither the Chairman nor Deputy Chairman be present within fifteen minutes after the time appointed for holding the meeting, or if neither of them be willing to act as Chairman, the Directors present shall choose one of their number to be Chairman. 79. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. 80. When a meeting is adjourned for ten (10) Business Days or more, a minimum of five (5) Business Days' notice (specifying the place, the day and the hour of the adjourned meeting) shall be given as in the case of the original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 81. No resolution shall be moved by any Shareholder at a General Meeting unless: approved by the Board; or the Shareholder has given written notice of his intention to do so (the same, together with his name, confirmation of his address and occupation and a copy of the proposed resolution, having been left at the Office); and a copy of such notice has been served by the Shareholder concerned on all other Shareholders at least five (5) Business Days prior to the relevant General Meeting. 23