THE COMPANIES ACT 2006 ISLE OF MAN COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION REDEFINE INTERNATIONAL P.L.C.

Transcription

1 THE COMPANIES ACT 2006 ISLE OF MAN COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF REDEFINE INTERNATIONAL P.L.C. ADOPTED BY SPECIAL RESOLUTION DATED 3 DECEMBER 2013 AMENDED BY ORDINARY RESOLUTION DATED 29 JANUARY 2015 AMENDED BY SPECIAL RESOLUTION DATED 29 JANUARY 2015 Incorporated in the Isle of Man under the Companies Acts 1931 to 2004 on 28 th June 2004 and re-registered under the Companies Act 2006 on 3 rd December 2013 IQE LIMITED 14 ATHOL STREET DOUGLAS ISLE OF MAN IM1 1JA Telephone: Facsimile: mail@iqe.im

2 THE COMPANIES ACT 2006 ISLE OF MAN COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF REDEFINE INTERNATIONAL P.L.C. (hereinafter referred to as the Company ) 1. The name of the Company is Redefine International P.L.C. 2. The Company is a company limited by shares. 3. The address of the registered office of the Company is Top Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA. 4. The registered agent of the Company is IQE Limited of 14 Athol Street, Douglas, Isle of Man IM1 1JA. 5. This Memorandum of Association and the Articles of Association of the Company may only be amended by a resolution passed by a majority of not less than three-fourths of such members as, being entitled so to do, vote in person or by proxy at the general meeting at which such resolution is proposed.

3 THE COMPANIES ACT 2006 ISLE OF MAN COMPANY LIMITED BY SHARES Articles of Association of REDEFINE INTERNATIONAL P.L.C.

4 1. PRELIMINARY 1 2. INTERPRETATION 1 4. WRITTEN RESOLUTION 5 5. UN-CERTIFICATED SHARES 5 6. AUTHORISED SHARE CAPITAL 7 7. VOTING 7 8. INCOME 8 9. WINDING UP OR OTHER RETURN OF CAPITAL ALLOTMENT REDEEMABLE SHARES POWER TO ATTACH RIGHTS SHARE WARRANTS TO BEARER COMMISSION AND BROKERAGE TRUSTS NOT TO BE RECOGNISED ERISA LIMITATION RIGHT TO CERTIFICATES REPLACEMENT CERTIFICATES NOTICE IF CALL NOT PAID FORFEITURE FOR NON-COMPLIANCE NOTICE AFTER FORFEITURE FORFEITURE MAY BE ANNULLED SURRENDER DISPOSAL OF FORFEITED SHARES EFFECT OF FORFEITURE EXTINCTION OF CLAIMS EVIDENCE OF FORFEITURE FORM OF TRANSFER RIGHT TO REFUSE REGISTRATION NOTICE OF REFUSAL PLAN INVESTORS AND NON-QUALIFYING HOLDERS CLOSING OF REGISTER FEES ON REGISTRATION OTHER POWERS IN RELATION TO TRANSFERS ON DEATH ELECTION OF PERSON ENTITLED BY TRANSMISSION RIGHTS ON TRANSMISSION DESTRUCTION OF DOCUMENTS INCREASE, CONSOLIDATION, CANCELLATION AND SUB-DIVISION FRACTIONS REDUCTION OF CAPITAL PURCHASE OF OWN SHARES SANCTION TO VARIATION CLASS MEETINGS DEEMED VARIATION ANNUAL GENERAL MEETINGS EXTRAORDINARY GENERAL MEETINGS CONVENING OF EXTRAORDINARY GENERAL MEETING NOTICE OF GENERAL MEETINGS 19

5 OMISSION TO SEND NOTICE QUORUM IF QUORUM NOT PRESENT CHAIRMAN DIRECTORS AND OTHER PERSONS MAY ATTEND AND SPEAK POWER TO ADJOURN NOTICE OF ADJOURNED MEETING BUSINESS OF ADJOURNED MEETING ACCOMMODATION OF MEMBERS AND SECURITY ARRANGEMENTS METHOD OF VOTING CHAIRMAN'S DECLARATION CONCLUSIVE ON SHOW OF HANDS OBJECTION TO ERROR IN VOTING AMENDMENT TO RESOLUTIONS PROCEDURE ON A POLL VOTES OF MEMBERS CASTING VOTE RESTRICTION ON VOTING RIGHTS FOR UNPAID CALLS ETC VOTING BY PROXY FORM OF PROXY DEPOSIT OF PROXY MORE THAN ONE PROXY MAY BE APPOINTED BOARD MAY SUPPLY PROXY CARDS REVOCATION OF PROXY CORPORATE REPRESENTATIVE INTENTIONALLY BLANK INTENTIONALLY BLANK NUMBER OF DIRECTORS POWER OF COMPANY TO APPOINT DIRECTORS POWER OF BOARD TO APPOINT DIRECTORS APPOINTMENT AND RE-APPOINTMENT OF INDEPENDENT DIRECTORS APPOINTMENT OF EXECUTIVE DIRECTORS ELIGIBILITY OF NEW DIRECTORS SHARE QUALIFICATION RESOLUTION FOR APPOINTMENT RETIREMENT BY ROTATION REMOVAL BY ORDINARY RESOLUTION VACATION OF OFFICE BY DIRECTOR RESOLUTION AS TO VACANCY CONCLUSIVE APPOINTMENTS PARTICIPATION IN BOARD MEETINGS ALTERNATE DIRECTOR RESPONSIBLE FOR OWN ACTS INTERESTS OF ALTERNATE DIRECTOR REVOCATION OF APPOINTMENT DIRECTORS' FEES EXPENSES ADDITIONAL REMUNERATION REMUNERATION OF EXECUTIVE DIRECTORS PENSIONS AND OTHER BENEFITS POWERS OF THE BOARD 32

6 100. POWERS OF DIRECTORS BEING LESS THAN MINIMUM NUMBER POWERS OF EXECUTIVE DIRECTORS DELEGATION TO COMMITTEES LOCAL MANAGEMENT POWER OF ATTORNEY EXERCISE OF VOTING POWER PROVISION FOR EMPLOYEES REGISTERS BORROWING POWERS BOARD MEETINGS NOTICE OF BOARD MEETINGS QUORUM CHAIRMAN OF BOARD VOTING PARTICIPATION BY TELEPHONE OR FACSIMILE RESOLUTION IN WRITING PROCEEDINGS OF COMMITTEES MINUTES OF PROCEEDINGS VALIDITY OF PROCEEDINGS DIRECTOR MAY HAVE INTERESTS DISCLOSURE OF INTERESTS TO BOARD INTERESTED DIRECTOR MAY VOTE AND COUNT FOR QUORUM DIRECTOR S INTEREST IN OWN APPOINTMENT CHAIRMAN'S RULING CONCLUSIVE ON DIRECTOR S INTEREST DIRECTORS' RESOLUTION CONCLUSIVE ON CHAIRMAN'S INTEREST CONNECTED PERSONS POWER TO AUTHENTICATE DOCUMENTS SAFE CUSTODY APPLICATION OF SEALS OFFICIAL SEAL FOR USE ABROAD THE SECRETARY DECLARATION OF DIVIDENDS INTERIM DIVIDENDS ENTITLEMENT TO DIVIDENDS CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS DISTRIBUTION IN SPECIE DIVIDENDS NOT TO BEAR INTEREST INCOME TAX METHOD OF PAYMENT UN-CASHED DIVIDENDS UNCLAIMED DIVIDENDS PAYMENT OF SCRIP DIVIDENDS RESERVES CAPITALISATION OF RESERVES RECORD DATES ACCOUNTING RECORDS AND AUDITORS INSPECTION OF RECORDS ACCOUNTS TO BE SENT TO MEMBERS NOTICES TO BE IN WRITING SERVICE OF NOTICE ON MEMBERS 43

7 150. NOTICE IN CASE OF DEATH, BANKRUPTCY OR MENTAL DISORDER EVIDENCE OF SERVICE NOTICE BINDING ON TRANSFEREES NOTICE BY ADVERTISEMENT SUSPENSION OF POSTAL SERVICES VALIDATION OF DOCUMENTS IN ELECTRONIC FORM DIVISION OF ASSETS TRANSFER OR SALE UNDER SECTION 222 COMPANIES ACT RIGHT TO INDEMNITY POWER TO INSURE WARRANTS TO SUBSCRIBE FOR SHARES INDIVIDUAL AND GROUP ACQUISITIONS POWER OF THE COMPANY TO INVESTIGATE INTERESTS IN SHARES RATIFICATION REAL ESTATE INVESTMENT TRUST 51

8 1. Preliminary No regulations or articles for management of a company set out in any statute concerning companies or contained in any regulations or instrument made pursuant to a statute shall apply to the Company. The following shall be the Articles of Association of the Company. 2. Interpretation 2.1 In these Articles, unless the context otherwise requires, the following expressions have the following meanings: annual general meeting the meaning given it in Article 46; "these Articles" "Auditors" "Board" "Chairman" "clear days" "Company" "Controlling Shareholder" CREST UK System CRESTCo "Director" electronic address means these Articles of Association as originally adopted or altered or varied from time to time (and "Article" means one of these Articles); means the auditors for the time being of the Company or, in the case of joint auditors, any one of them; means the board of Directors for the time being of the Company or the Directors present or deemed to be present at a duly convened meeting of Directors at which a quorum is or is deemed to be present; means the chairman (if any) of the Board or, where the context requires, the chairman of a general meeting of the Company; means (in relation to the period of a notice) 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; means Redefine International P.L.C.; has the meaning given to it in rule 6.1.2A(R) of the Listing Rules; means the facilities and procedures for the time being of the relevant system of which CRESTCo has been approved as Operator pursuant to the Un-certificated Securities Regulations 2001 of England and Wales; means CRESTCo Limited, the operator of the CREST system; means a director for the time being of the Company; An address or number used for the purpose of sending or receiving notices or documents by electronic means electronic form documents or information sent or supplied in electronic form/electronic copy are those sent by electronic means or by any other means while in an electronic form. electronic means means exclusively via electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio optical technologies or any other 1

9 ERISA "execution" fully paid "holder" "Independent Director" "Independent Shareholder" IOM Act electromagnetic means. means the United States Employee Retirement Income Security Act of 1974, as amended includes any mode of execution (and "executed" shall be construed accordingly); in relation to a share, means that the nominal value and any premium to be paid to the Company in respect of that share have been paid to the Company; means (in relation to any share) the member whose name is entered in the Register as the holder or, where the context permits, the members whose names are entered in the Register as the joint holders, of that share; means a Director whom the Board has determined to be independent under the UK Corporate Governance Code; means any member of the Company entitled to vote on the election of Directors of the Company that is not a Controlling Shareholder of the Company; means, subject to paragraph 2.3 of this Article, the Companies Act 2006 of the Isle of Man and every statutory modification or reenactment thereof for the time being in force and, where the context requires, every other statute from time to time in force concerning companies and affecting the Company (including, without limitation, the Regulations); JSE means the JSE Limited (registration number 2005/022939/06), licensed as an exchange under the Securities Services Act of South Africa (Act 36 of 2004), and a public company incorporated in terms of the laws of South Africa; "Listing Rules" "London Stock Exchange" "member' Non-Qualified Holder means the listing rules of the UKLA from time to time issued pursuant to section 73A of the Financial Services and Markets Act 2000; means London Stock Exchange plc or other principal stock exchange in the United Kingdom for the time being; means a member of the Company or, where the context requires, a member of the Board or of any committee; means any person, as determined by the Board in its sole discretion, to whom a sale or transfer of shares, or in relation to whom the direct or beneficial holding of shares, in circumstances (whether directly or indirectly affecting such person, and whether taken alone or in conjunction with any other person or persons, connected or not, or any other circumstances appearing to the Board to be relevant) which would or might result in the Company incurring a liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantage, in connection with the Company being, or being required to register as, an 2

10 "Office" ordinary resolution "Ordinary Share" "paid up" Plan Asset Regulations Plan Investor plan threshold investment company under the US Investment Company Act, losing any exemptions under the US Investment Company Act, or the assets of the Company being deemed to be assets of a Plan Investor; means the registered office for the time being of the Company; means a resolution of the members of the Company passed as set out in article 3.2; means an ordinary share of eight pence (8 pence) in the capital of the Company; means paid up or credited as paid up; means the Plan Asset Regulations promulgated by the United States Department of Labor under ERISA at 29 C.F.R. section , as modified by section 3(42) of ERISA; (i) means an employee benefit plan that is subject to Title I of ERISA; (ii) a plan, individual retirement account or other arrangement that is subject to section 4975 of the US Code; (iii) entities whose underlying assets are considered to include plan assets of any plan, account, or arrangement described in preceding clause (i) or (ii); or (iv) any governmental plan, church plan, non-us plan or other investor whose purchase or holding of shares would be subject to any Similar Law; means ownership by benefit plan investors, as defined under section 3(42) of ERISA, in the aggregate of 25 per cent. or more of the value of any class of equity interest in the Company (calculated by excluding the value or any equity interest held by any person (other than a benefit plan investor, as defined under section 3(42) of ERISA) that has discretionary authority or control with respect to the assets of the Company, or that provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such person); the term shall include such new ownership threshold that may be established by a change in the Plan Asset Regulations or other applicable law; "Prohibited Person" is defined in Article 31; "Register" Registered Agent "Regulations" "Seal" means the register of members of the Company to be kept pursuant to section 62 of the IOM Act; means IQE Limited of 14 Athol Street, Douglas, Isle of Man IM1 1JA or such other person as the Company shall from time to time appoint as registered agent; means The Uncertificated Securities Regulations 2006 including any modification thereof and rules made thereunder or any regulations in substitution therefore made under section 48 and/or 215 of the IOM Act for the time being in force; means the common seal of the Company or any official or securities seal that the Company may be permitted to have under the IOM 3

11 "Secretary" "share" Similar Law Solvency Test special resolution UKLA un-certificated system "United Kingdom" US Code US Investment Company Act Website "writing or written" Act; means the secretary for the time being of the Company or any other person appointed to perform any of the duties of the secretary of the Company including (subject to the provisions of the IOM Act) a joint, temporary, assistant or deputy secretary; means a share of the Company; means any state, local, non-us or other law or regulation that would have the effect of Title I of ERISA, section 4975 of the US Code or the Plan Asset Regulations; means the solvency test referred to in section 49 of the IOM Act; means a resolution of the members of the Company passed as set out in article 3.3; means the UK Listing Authority; means a relevant system as defined in the Regulations (and including, in particular, at the date of adoption of these Articles the CREST UK system); means Great Britain and Northern Ireland; means the United States Internal Revenue Code of 1986, as amended; the United States Investment Company Act of 1940, as amended; The website maintained by or on behalf of the Company with the domain name any other domain name used by the company, from time to time means and includes printing, typewriting, lithography, photography, documents in electronic form and any other mode or modes of representing or reproducing words in a legible form, for the avoidance of doubt including in non-transitory form. 2.2 Unless the context otherwise requires: (c) words in the singular include the plural, and vice versa; words importing the masculine gender include the feminine gender; and a reference to a person includes a body corporate and an unincorporated body of persons. 2.3 A reference to any statute or provision of a statute shall include any orders, regulations or other subordinate legislation made under it and shall, unless the context otherwise requires, include any statutory modification or re-enactment of it for the time being in force. 2.4 Save as aforesaid, and unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the IOM Act. 2.5 The headings are inserted for convenience only and shall not affect the construction of these Articles. 4

12 3. Form of resolution 3.1 Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective. 3.2 An ordinary resolution must be passed by a majority of in excess of half of such members as, being entitled so to do, vote in person or by proxy, at a general meeting of which notice specifying the intention to propose the resolution as an ordinary resolution has been duly given. 3.3 A special resolution must be passed by a majority of not less than three-fourths of such members as, being entitled so to do, vote in person or by proxy, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given. 4. Written resolution [10.11] A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting properly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more of the members. 5. Un-certificated shares 5.1 Notwithstanding anything in these Articles to the contrary, any shares in the Company may be issued, held, registered, converted to, transferred or otherwise dealt with in un-certificated form and converted from un-certificated form to certificated form in accordance with the Regulations and practices instituted by the operator of the relevant system. Any provisions of these Articles shall not apply to any un-certificated shares to the extent that such provisions are inconsistent with: (c) the holding of shares in un-certificated form: the transfer of title to shares by means of a relevant system; or any provision of the Regulations. 5.2 Without prejudice to the generality and effectiveness of the foregoing: (c) (d) Articles 17, 18 and 28 and the second and third sentences of Article 30 shall not apply to un-certificated shares and the remainder of Article 30 shall apply in relation to such shares as if the reference therein to the date on which the transfer was lodged with the Company were a reference to the date on which the appropriate instruction was received by or on behalf of the Company in accordance with the facilities and requirements of the relevant system; without prejudice to Article 29 in relation to un-certificated shares, the Board may also refuse to register a transfer of un-certificated shares in such other circumstances as may be permitted or required by the Regulations and the relevant system; references in these Articles to a requirement on any person to execute or deliver an instrument of transfer or certificate or other document which shall not be appropriate in the case of un-certificated shares shall, in the case of un-certificated shares, be treated as references to a requirement to comply with any relevant requirements of the relevant system and any relevant arrangements or regulations which the Board may make from time to time pursuant to Article 5.2(k) below; for the purposes referred to in Article 33, a person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either: 5

13 (i) procure that instructions are given by means of the relevant system to effect transfer of such un-certificated share to that person; or (ii) change the un-certificated share to certificated form and execute an instrument of transfer of that certificated share to that person; (e) (f) (g) (h) (i) (j) (k) (l) (m) the Company shall enter on the Register the number of shares which are held by each member in un-certificated form and in certificated form and shall maintain the Register in each case as is required by the Regulations and the relevant system and, unless the Board otherwise determines, holdings of the same holder or joint holders in certificated form and un-certificated form shall be treated as separate holdings; a class of share shall not be treated as two classes by virtue only of that class comprising both certificated shares and un-certificated shares or as a result of any provision of these Articles or the Regulations which applies only in respect of certificated shares or uncertificated shares; references in Article 38 to instruments of transfer shall include, in relation to un-certificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares; for the purposes referred to in Article 40.2, the Board may in respect of un-certificated shares authorise some person to transfer and/or require the holder to transfer the relevant shares in accordance with the facilities and requirements of the relevant system; for the purposes of Article 138.1, any payment in the case of un-certificated shares may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and without prejudice to the generality of the foregoing such payment may be made by the sending by the Company or any person on its behalf of an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct and for the purposes of Article the making of a payment in accordance with the facilities and requirements of the relevant system concerned shall be a good discharge to the Company; subject to the IOM Act and the Regulations, the Board may issue shares as certificated shares or as un-certificated shares in its absolute discretion; the Board may make such arrangements or regulations (if any) as it may from time to time in its absolute discretion think fit in relation to the evidencing and transfer of un-certificated shares and otherwise for the purpose of implementing and/or supplementing the provisions of this Article and the Regulations and the facilities and requirements of the relevant system and such arrangements and regulations (as the case may be) shall have the same effect as if set out in this Article; the Board may utilise the relevant system to the fullest extent available from time to time in the exercise of the Company's powers or functions under the IOM Act or these Articles or otherwise in effecting any actions; and the Board may resolve that a class of shares is to become a participating security and may at any time determine that a class of shares shall cease to be a participating security. 5.3 Where any class of shares in the capital of the Company is a participating security and the Company is entitled under any provisions of the IOM Act or the rules made and practices instituted by the operator of any relevant system or under these Articles to dispose of, forfeit, or sell or otherwise 6

14 procure the sale of any shares which are held in un-certificated form, such entitlement (to the extent permitted by the Regulations and the rules made and practices instituted by the operator of the relevant system) shall include the right to: (c) (d) (e) (f) request or require the deletion of any computer-based entries in the relevant system relating to the holding of such shares in un-certificated form; and/or require any holder of any un-certificated shares which are the subject of any exercise by the Company of any such entitlement, by notice in writing to the holder concerned, to change his holding of such un-certificated shares into certificated form within such period as may be specified in the notice, prior to completion of any disposal, sale or transfer of such shares or direct the holder to take such steps, by instructions given by means of a relevant system or otherwise, as may be necessary to sell or transfer such shares; and/or appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such shares as may be required to effect a transfer of such shares and such steps shall be as effective as if they had been taken by the registered holder of the un-certificated shares concerned; and/or transfer any un-certificated shares which are the subject of any exercise by the Company of any such entitlement by entering the name of the transferee in the Register in respect of that share as a transferred share; and/or otherwise rectify or change the Register in respect of that share in such manner as may be appropriate; and take such other action as may be necessary to enable those shares to be registered in the name of the person to whom the shares have been sold or disposed of or as directed by him. 5.4 For the purposes of this Article: (c) words and expressions shall have the same respective meanings as in the Regulations; references herein to an un-certificated share or to a share (or to a holding of shares) being in un-certificated form are references to that share being an un-certificated unit of a security, and references to a certificated share or to a share being in certificated form are references to that share being a unit of a security which is not an un-certificated unit; and "cash memorandum account" means an account so designated by the operator of the relevant system. SHARE CAPITAL 6. Authorised share capital [10.5(d)(iv)] The Company is authorised to issue a maximum of 1,800,000,000 Ordinary Shares with a par value of 0.08 (8 pence) each having the rights set out below. The Company in a general meeting may from time to time by ordinary resolution (or by such higher majority as may be required by the rules of the London Stock Exchange or the JSE) increase the number of shares the Company is authorised to issue. 7. Voting [10.5] 7

15 The holders of shares shall be entitled to receive notice of, to attend and to vote at all general meetings of the Company. Subject to the restrictions in these Articles and subject to any special rights or restrictions for the time being attached to any class of shares, every shareholder who is present in person (or, being a corporation, by representative) at a general meeting on a show of hands has one vote and, on a poll, every such holder who is present in person (or, being a corporation, by representative) or by proxy has one vote in respect of every share held. 8. Income [10.5] Subject to these Articles, the Ordinary Shares shall otherwise rank pari passu in all respects as amongst themselves and shall carry the same rights as amongst themselves, including as to participation in the profits of the Company. 9. Winding up or other return of capital The surplus assets available for members shall be paid to the holders of Ordinary Shares in proportion to the number of Ordinary Shares held. 10. Allotment [10.1, 10.9] 10.1 Subject to the provisions of the IOM Act and any resolution of the Company in general meeting relating to pre-emptive rights, unissued shares at the date of adoption of these Articles and any shares hereafter created shall be at the disposal of the Board who, subject to being authorised to do so by the Company by an ordinary resolution of the shareholders passed in general meeting, may allot (with or without conferring rights of renunciation), grant options over, offer or otherwise deal with or dispose of them or rights to subscribe for or convert any security into shares to such persons (including the Directors themselves), at such times and generally on such terms and conditions and for such consideration in any form (including money, promissory note or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered, or a contract for future services) as the Board may decide, provided that no share shall be issued at a discount to par value After the first allotment of shares by the Directors any further shares proposed to be issued wholly for cash consideration (which shall include a cheque received in good faith, or a release of a liability of the Company for a liquidated sum or an undertaking to pay cash to the Company at a future date) shall first be offered to the members in proportion as nearly as may be to the number of the existing shares held by them respectively unless the Company shall by special resolution otherwise direct The offer shall be made by notice specifying the number of shares offered, and limiting a period (not being less than fourteen days) within which the offer, if not accepted, will be deemed to be declined Any shares not accepted pursuant to such offer or further offer as aforesaid or not capable of being offered as aforesaid except by way of fractions and any shares released from the provisions of this Article by such special resolution as aforesaid or to be issued not wholly for cash consideration shall be under the control of the Directors, who may, subject to the provisions of these Articles, allot, grant options over or otherwise dispose of the same to such persons, on such terms, and in such manner as they think fit, provided that, in the case of shares not accepted as aforesaid, such shares shall not be disposed of on terms which are more favourable to the subscribers thereof than the terms on which they were offered to the members This Article 10 is subject to the provisions of Article Shares must be fully paid up when issued Shares shall not be subject to any lien in favour of the Company. [10.2] [10.2 & 10.12] 8

16 11. Redeemable shares Subject to the provisions of the IOM Act and to any special rights for the time being attached to any existing shares, any share (including any preference share) may be issued which is, or at the option of the Company or of the holder of such share is liable, to be redeemed on such terms and in such manner as these Articles and the IOM Act may provide. 12. Power to attach rights [10.5(c)] Subject to the provisions of the IOM Act and to any special rights for the time being attached to any existing shares, any shares may be allotted or issued with or have attached to them such preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise, as the Company may from time to time by special resolution determine or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine. 13. Share warrants to bearer The Company shall not issue share warrants to bearer. 14. Commission and brokerage [10.14] The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the IOM Act. Subject to the provisions of the IOM Act, any such commission or brokerage may be satisfied by the payment of cash, the allotment of fully or partly paid shares, the grant of an option to call for an allotment of shares or any combination of such methods. 15. Trusts not to be recognised Except as otherwise expressly provided by these Articles, as required by law or as ordered by a court of competent jurisdiction, the Company shall not recognise any person as holding any share on any trust, and (except as aforesaid) the Company shall not be bound by or recognise (even if having notice of it) any equitable, contingent, future, partial or other claim to or interest in any share except an absolute right of the holder to the whole of the share. 16. ERISA Limitation No Plan Investor may acquire shares without the Board s prior written consent (which consent may be withheld in the Board s absolute discretion). Prior to the shares qualifying as a class of publiclyoffered securities under the Plan Asset Regulations (or qualifying for another exception to the look through rule under the Plan Asset Regulations including Plan Threshold), purported transfers of shares to Plan Investors will, to the extent permissible under any applicable law, by void ab initio. SHARE CERTIFICATES 17. Right to certificates 17.1 On becoming the holder of any share which is not held in uncertificated form, every person shall be entitled, without charge, to have issued within two months after allotment or lodgement of a transfer (unless the terms of issue of the shares provide otherwise) one certificate for all the shares of each class registered in his name. Such certificate shall specify the number, class and distinguishing numbers (if any) of the shares in respect of which it is issued and the amount or respective amounts paid up thereon and shall be issued as provided in Article

17 17.2 The issued shares of a particular class which are fully paid up and rank pari passu for all purposes shall not bear a distinguishing number. All other shares shall bear a distinguishing number The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named on the Register shall be sufficient delivery to all joint holders Where a member has transferred part only of the shares comprised in a certificate, he shall be entitled without charge to a certificate for the balance of such shares No certificate shall be issued representing shares of more than one class. 18. Replacement certificates 18.1 Any two of more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in lieu without charge on surrender of the original certificates for cancellation If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Board may, if it thinks fit, comply with such request Share certificates may be renewed or replaced on such terms as to provision of evidence and indemnity (with or without security) and to payment of any exceptional out of pocket expenses, including those incurred by the Company in investigating such evidence and preparing such indemnity and security, as the Board may decide, and on surrender of the original certificate (where it is defaced, damaged or worn out), but without any further charge In the case of shares held jointly by several persons, any such request as is mentioned in this Article 18 may be made by any one of the joint holders. FORFEITURE OF SHARES 19. Notice if call not paid If any member fails to pay the whole of any call or any instalment of any call on or before the day appointed for payment, the Board may at any time serve a notice in writing on such member or on any person entitled to the shares by transmission, requiring payment, on a date not less than 14 clear days from the date of the notice, of the amount unpaid and any interest which may have accrued thereon and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where the payment is to be made and state that, if the notice is not complied with, the shares in respect of which such call was made will be liable to be forfeited. 20. Forfeiture for non-compliance If the notice referred to in Article 19 is not complied with, any share in respect of which it was given, may at any time before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture. 21. Notice after forfeiture 10

18 When any share has been forfeited, notice of the forfeiture shall be served on the person who was before forfeiture the holder of the share or the person entitled to such share by transmission (as the case may be). An entry of such notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry as aforesaid. 22. Forfeiture may be annulled The Board may, at any time before any share so forfeited has been cancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture on the terms that payment shall be made of all calls and interest due thereon and all expenses incurred in respect of the share and on such further terms (if any) as the Board shall see fit. 23. Surrender The Board may accept a surrender of any share liable to be forfeited. In such case references in these Articles to forfeiture shall include surrender. 24. Disposal of forfeited shares Every share which shall be forfeited shall thereupon become the property of the Company. Subject to the provisions of the IOM Act, any such share 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, on such terms and in such manner as the Board shall determine. The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register notwithstanding the absence of any share certificate being lodged in respect thereof and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal. 25. Effect of forfeiture A shareholder whose shares have been forfeited shall cease to be a member in respect of the shares forfeited and shall surrender to the Company for cancellation of the certificate for such shares. He shall nevertheless be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon from the date of the forfeiture to the date of payment, in the same manner in all respects as if the shares had not been forfeited, and to satisfy all (if any) claims, demands and liabilities which the Company might have enforced in respect of the shares at the time of forfeiture, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal. 26. Extinction of claims The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the holder whose share is forfeited and the Company, except only such of those rights and liabilities as are by these Articles expressly saved, or as are by the IOM Act given or imposed in the case of past members. 27. Evidence of forfeiture A statutory declaration by a Director or the Secretary that a share has been forfeited in pursuance of these Articles, and stating the date on which it was forfeited, shall, as against all persons claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated. The declaration, together with the receipt of the Company for the consideration (if 11

19 any) given for the share on the sale or disposition thereof and a certificate for the share under the Seal delivered to the person to whom the same is sold or disposed of, shall (subject if necessary to the execution of an instrument of transfer) constitute a good title to the share. Subject to the execution of any necessary transfer, such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition and shall not be bound to see to the application of the purchase money or other consideration (if any), nor shall his title to the share be affected by any act, omission or irregularity relating to or connected with the proceedings in reference to the forfeiture or disposal of the share. Such person shall not (except by express agreement with the Company) become entitled to any dividend which might have accrued on the share before the completion of the sale or disposition thereof. TRANSFER OF SHARES 28. Form of transfer [10.2] 28.1 Subject to such of the restrictions of these Articles as may be applicable, each member may transfer all or any of his shares by instrument of transfer in writing in any usual form or in any form approved by the Board or, without a written instrument (subject to the class of shares becoming a participating security for the purposes of the Regulations) through an un-certificated system in accordance with the Regulations In respect of shares held in certificated form, every instrument of transfer shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. Every instrument of transfer and shall be left at the registered office of the Company (or such other place as the Board may from time to time determine) at which it is presented for registration accompanied by the certificate of the shares so transferred, and/or such other evidence as the Company may require, to prove the title of the transferor of his rights to transfer the shares. All authorities to sign instruments of transfer granted by members for the purpose of transferring shares which may be lodged, produced or exhibited with or to the Company at its registered office (or such other place as the Board may from time to time determine) shall, as between the Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect and the Company may allow the same to be acted upon until such time as express notice in writing of the revocation of the same shall have been given and lodged at the Company s registered office (or such other place as the Board may from time to time determine) at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notice, the Company shall be entitled to give effect to any instrument signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notices. 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 of it. 29. Right to refuse registration [10.2] 29.1 The Board shall not refuse to register any transfer or renunciation of shares which are traded on the London Stock Exchange or on the JSE in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis The Board may refuse to register a transfer if in their opinion (and with the concurrence of the United Kingdom Financial Services Authority or the JSE or such other competent authority) exceptional circumstances so warrant The Directors are required to register a transfer of an un-certificated share in accordance with the Regulations and may refuse to register the transfer of any un-certificated share in accordance with the Regulations. 12

20 29.4 Transfers of shares to a Prohibited Person will not be registered Subject to Article 29.1, the Board may, refuse to register any transfer of a certificated share (or renunciation of a renounceable letter of allotment) if such transfer is not registered in accordance with the common principles of transfer and unless: (c) it is in respect of only one class of share; it is in favour of not more than four joint transferees; it is duly stamped (if so required by any applicable law); and (d) it is delivered for registration in accordance with Article Notice of refusal If the Board refuses to register a transfer of a share it shall, within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee. Any instrument of transfer which the Board refuses to register shall (except in the case of suspected or actual fraud) be returned to the person depositing it. All instruments of transfer which are registered may be retained by the Company. 31. Plan Investors and Non-Qualifying Holders 31.1 If it shall come to the notice of the Board that any shares are owned directly or beneficially by: a Plan Investor or other Non-Qualified Holder; or any person or persons in any circumstances (whether directly or indirectly affecting such person and whether taken alone or in conjunction with any other person or persons, connected or not, or any other circumstances appearing to the Board to be relevant) which will or may result in the Company incurring any liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantage which the Company might not otherwise have incurred or suffered in connection with circumstances in which 25 per cent. or more of any class of the capital of the Company (or such new ownership threshold that may be established by a change in the Plan Asset Regulations or other applicable law) are owned by Plan Investors or in some other way the Company's assets may be deemed to be in jeopardy of being "plan assets" under the Plan Asset Regulations or which may cause the Company to be required to be registered as an investment company under the US Investment Company Act (in each case a "Prohibited Person"), the Board may give notice to such person requiring him either (i) to provide the Board within thirty days of receipt of such notice with sufficient documentary evidence to satisfy the Board that such person is not a Prohibited Person; or (ii) to sell or transfer his shares to a person who is not a Prohibited Person within thirty days and within such thirty days to provide the Board with satisfactory evidence of such sale or transfer If any person upon whom such a notice is served pursuant to paragraph (1) does not within thirty days after such notice either (i) transfer his shares to a person who is not a Prohibited Person or (ii) establish to the satisfaction of the Board (whose judgment shall be final and binding) that he is not a Prohibited Person, the Board may arrange for the sale of the shares on behalf of the registered holder at the best price reasonably obtainable at the relevant time. Any shares in relation to which the Board is entitled to arrange the sale under this Article 31 may be aggregated and sold together. The 13

21 manner, timing and terms of any such sale of shares made or sought to be made by the Board (including but not limited to the price or prices at which the same is made and the extent to which the assurance is obtained that no transferee is or would become a Prohibited Person) shall be such as the Board determines (based on advice from bankers, brokers, or such other persons as the Board considers appropriate to be consulted by them for the purpose) to be reasonably obtainable having regard to all the circumstances, including but not limited to the number of shares to be disposed of and any requirement that the disposal be made without delay; and the Board shall not be liable to any person (whether or not a Prohibited Person) for any consequences (including consequences as to price and/or failure to find a purchaser) of its decision as to such manner, timing and terms of such sale or Its reliance on any such advice For the purpose of effecting any disposal, the Board may: authorise in writing any director, officer or employee of the Company to execute any necessary transfer on behalf of any holder; and/or give any notice required to change any share from uncertificated form to certificated form, and may enter the name of the transferee in the register in respect of the transferred shares notwithstanding the absence of any share certificate and may issue a new share certificate to the transferee, and an instrument of transfer executed by any director, officer or employee of the Company so authorised by the Board shall be as effective as if it has been executed by the holder of the transferred shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating to the sale. The proceeds of the disposal shall be received by the Company or by any person nominated by the Company whose receipt shall be a good discharge for the purchase money and shall be paid (without any interest being payable in respect of it and after deduction of any expenses incurred by the Board in the sale including, without limitation, broker's or selling agent's fees, commissions and expenses, taxes and duties) to the former holder (or, in the case of joint holders, the first of them named in the register) upon surrender by him or on his behalf to the Company for cancellation of any certificate In respect of the transferred shares If pursuant to the provisions of paragraphs (2) and (3) the Company cannot effect a sale of the shares within a period of five business days from the date on which the Board first attempts to sell the shares then, upon the expiration of such period, the holder of shares on whom notice has been served pursuant to paragraph (1) shall be deemed to have forfeited his shares and the Board shall be empowered at its discretion to follow the procedure pursuant to Articles 24 and 25 in respect of such shares Any resolution or determination of, or decision or exercise of any discretion or power by, the Board or any director under or pursuant to the provisions of this Article 31 (including, without prejudice to the generality of the foregoing, as to the manner, timing and terms of any disposal made by the Board under paragraph (2) and/or as to whether a sale can or cannot be made such that paragraph (4) applies) shall be final and conclusive and any disposal or transfer or forfeiture made, or other thing done, by or on behalf of, or on the authority of, the Board or any director pursuant to the provisions of this Article 31 shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever. The Board shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with this Article 31 and the Board shall not be liable to any person (whether or not a Prohibited Person) for any consequences in relation thereto Neither the Company nor the Board nor any director shall be liable to indemnify, reimburse or compensate any member in respect of any cost, liability or expense (including, without limitation, any taxes or duties imposed, paid or suffered under the laws of the United States, the United Kingdom, 14