ST. LUCIA COMPANIES ACT CAP COMPANY NO. 25 OF 1964 AMENDED AND RESTATED BY-LAW NO.1

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1 ST. LUCIA COMPANIES ACT CAP COMPANY NO. 25 OF 1964 AMENDED AND RESTATED BY-LAW NO.1

2 To navigate the various sections of LUCELEC s click on the TABLE OF CONTENTS icon located at the top of your page. Once you have decided on an item, click on the corresponding page number. You will be immediately redirected to that page. 95 Capitalisation of Profits and Reserves

3 CONTENTS 1 Fourth Schedule Excluded 2 Interpretation 3 Authorised Share Capital 4 Issue of Shares 5 Special Rights Attaching to Shares 6 Commission on Shares 7 Class Meetings 8 Variation of Special Rights 9 Receipts of Joint Shareholders 10 No Trust Recognised 11 Registered Shareholder entitled to Share 12 Renewal of Certificates 13 Transfers of Shares in Writing 14 Suspension of Registration of Transfers 15 Restriction on Transfer of Shares 16 Restriction on Shareholding 17 Refusal to Register Transfers 18 Instruments of Transfer Retained by Company and Subsequently Destroyed 19 Transfer Fee 20 Sale of Shares of Untraced Shareholder 21 Application of Proceeds of Sale of Share of Untraced Shareholder 22 Transmission of Shares 23 Registration of Transmission 24 Persons Entitled May Receive Dividends but may not vote unless Registered 25 Alteration of Capital 26 Reduction of Capital 27 Annual Shareholders Meetings 28 Name of Meeting 29 Special Shareholders Meetings 30 Notice of Shareholders Meetings 31 Information to be given in Notice 32 Ordinary Business 33 Matters requiring the sanction of a Special Resolution 34 Chairman of Shareholders Meetings 35 Quorum at Shareholders Meetings 36 Adjournment of Shareholders Meetings 37 Poll at Shareholders Meetings 38 Chairman to Decide how Poll Taken at Shareholders Meetings 39 Casting Vote at Shareholders Meeting 40 Business may be continued at Shareholders Meeting after Demand for Poll

4 41 Votes of Shareholders 42 Votes of Shareholders of Unsound Mind 43 Joint Holdings 44 Objection to Votes 45 Votes on a Poll 46 Proxy 47 Instrument of Proxy 48 Time for Submitting Instrument of Proxy 49 Rights of Proxy 50 Invalidity of Proxy 51 Corporations Acting by Representatives 52 Number of Directors 53 No Share Qualifications for Directors 54 Appointment of Non-Executive Directors 55 Age of Directors 56 Directors Duties 57 Vacation of Office of Director 58 Retirement by Rotation of Directors 59 Resolution for Appointment of Two or more Persons as Directors 60 Removal of Directors 61 Casual Vacancies Amongst Directors and Additional Directors 62 Directors Remuneration 63 Alternate Directors 64 Directors Contracts 65 Business Managed by Directors 66 Other or Subsidiary Companies 67 Local Boards, Committees, Agencies, Powers of Attorney 68 Borrowing Powers of Directors 69 Non-shareholder rights 70 Continuing Directors may act 71 Executive Office 72 Quorum for Meetings of Directors 73 Meetings of Directors 74 Telephone Meetings of Directors 75 Appointment of Chairman of Directors 76 All acts by Directors Valid 77 Minutes of Meetings 78 Resolution in Writing 79 Execution of Instruments and Affixing the Seal 80 Cheques, Drafts and Notes

5 81 Authentication of Documents 82 Secretary 83 Pensions and Allowances 84 Issue of Shares 85 Rights of Shares to Dividends 86 Declaration of Dividends 87 Profits for Distribution 88 Treatment of Acquired Assets for Dividend Purposes 89 No Interest on Dividends 90 Retention of Dividends 91 Waiver of Dividends 92 Unclaimed Dividends 93 Payment of Dividends 94 Record Date 95 Capitalisation of Profits and Reserves 96 Capitalisation of Reserves - Employees Share Scheme 97 Accounts to be Kept 98 Inspection of Books by Shareholders 99 Accounts to be laid before Company 100 Appointment of Auditors 101 Retiring Auditors Eligible to be Re-appointed 102 Casual Vacancy in Office of Auditors 103 Audit 104 Auditors to have access to Books 105 Report to Shareholders by Auditors 106 Attendance at Meetings by Auditors 107 Service of Notice 108 Notice to Joint Holders 109 Notice in Case of Death or Bankruptcy 110 When Service of Notice Effected 111 Statutory Requirements for Notices 112 Winding 113 Assets on Winding 114 Indemnity and Insurance 115 Effective Date 116 Repeal 117 Effect of Repeal

6 A General By-Law Made by Resolution of the Board of Directors dated the 28thday of February 2003 and amended effective the 13th day of May 2016 for the regulation of the affairs of St. Lucia Electricity Services Limited. By further Resolution made at the 187th Meeting held on the 10th day of August 2018 the Board of Directors has resolved to restate the By-Law No. 1 as amended, incorporating all amendments made up to and including the 13th day of May Be it enacted that:- Fourth Schedule Excluded 1. The regulations in By-law No. 1 of the Fourth Schedule to the Companies Act Cap (as hereinafter defined) shall not apply to the Company, except so far as they are repeated or contained in this By-law. Interpretation 2. In this By-Law, unless the context otherwise requires:- a. the Act means the Companies Act Cap as from time to time amended and every statute substituted therefor and, in the case of such substitution, any references in the By-law of the Company to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes; Articles means unless qualified, i. the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of re-organisation, articles of dissolution, and articles of revival; and ii. any statute, letters patent, memorandum of association, certificate of incorporation, or other corporate instrument evidencing the existence of a body corporate continued as a company under this Act; the Auditors means the duly appointed independent auditors for the time being of the Company (or in the case of joint auditors any one of them); The Board means the Board of Directors for the time being of the Company; By-law means this general By-law as altered from time to time; clear days 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; Committee means a Committee of the Board; the Company means St. Lucia Electricity Services Limited; corporation means a body corporate wherever incorporated; the Council means the Castries City Council; the Directors means the directors for the time being of the Company; 6

7 $ and dollars mean Eastern Caribbean dollars; Employees Share Scheme means any scheme for encouraging or facilitating the holding of shares in the Company by or for the benefit of (a) the bona fide employees or former employees of the Company, the Company s subsidiary or holding company or a subsidiary of the Company s holding company or (b) the wives, husbands, widows, widowers, children or step-children under the age of 18 of such employees or former employees; Ex-Officio Director means the person appointed as such pursuant to the provisions of Section 71; the Government means the Government of Saint Lucia; in writing means written, or produced by any substitute for writing or partly one and partly another; month means calendar month; National Insurance Corporation means the Corporation established by Section 4 of The National Insurance Corporation Act Cap Non-Executive Director means the person appointed as such pursuant to the provisions of Section 54; Non-Voting Shares means shares in the capital of the Company which do not carry the right to attend and vote at Shareholders Meetings of the Company nor have the pre-emption rights contained in Sub-section 25(a) but, in all other respects, are identical to and rank paripassu with the Ordinary Shares; the Office means the registered office for the time being of the Company; Ordinary Resolution means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; Ordinary Shares means ordinary voting shares in the capital of the Company; paid means paid or credited as paid; the Register means the register of shareholders of the Company; Resale Facility means (i) any recognised stock exchange on which the Ordinary Shares are listed or through which such shares are traded, and (ii) arrangements (other than via such a stock exchange) approved by the Directors from time to time relating to the transfer of the Ordinary Shares; the Seal means the common seal of the Company; the Secretary means the Secretary of the Company and shall include any person appointed by the Directors to perform any of the duties of Secretary including a joint, assistant or deputy Secretary; 7

8 Shareholders Meeting means any meeting of shareholders duly convened under this By- Law or under the Act; Special Resolution means a resolution of which at least 21 days notice is given which is (a) passed by not less than 75 per cent of the votes cast by the shareholders who voted in respect of the resolution; or (b) signed by all the shareholders entitled to vote on the resolution; the Statutes means the Act, the Securities Act Cap and any other legislation for the time being in force concerning companies and affecting the company; b. Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine. Words denoting persons shall include corporations and governments and unincorporated associations. c. References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force. d. Subject as aforesaid, any words or expressions defined in the Act shall (if not otherwise defined in this By-law or if not inconsistent with the subject or context) bear the same respective meanings in this By-law. e. A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of this By-law. f. Headings to this By-law are inserted for convenience only and shall not affect the construction thereof. Authorised Share Capital 3. The authorised share capital of the Company at the date of adoption of this By-law is:- a. 100,000,000 Ordinary Shares b. 800,000 Non-voting Shares c. 1,214,128 Preference Shares Issue of Shares 4. At the date of adoption of this By-Law:- a. 520,000 Non-voting Ordinary Shares are in issue and held by the Government of St. Lucia b. 22,400,000 Ordinary Shares are in issue and are held as follows: Emera (St. Lucia)Limited 4,480,000 Castries City Council 3,656,818 First Citizens Bank Limited 4,480,000 National Insurance Corporation 3,760,720 Government of Saint Lucia 2,785,684 Others 3,236,778 8

9 Subject to the restrictions contained elsewhere in the Articles and this By-law and subject to the provisions of the Statutes relating to authority, pre-emption rights and otherwise and of any Special Resolution of the Company in Shareholders Meeting passed pursuant thereto, all unissued shares in the Company as maybe authorised from time to time shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over, issue a stock split in such ratio as they may from time to time determine, or otherwise dispose of them to such persons, at such times and on such terms as they think proper. Special Rights Attaching to Shares 5. a. Subject to the special rights conferred elsewhere in this By-law on the holders of any class of shares in the capital of the Company and subject as otherwise provided in this By-law, any share in the Company may be issued with such preferred, deferred or other special rights or subject to such restrictions whether in regard to dividend, voting, return of capital, transfer or otherwise as the Company may from time to time by Special Resolution determine, Subject as aforesaid and to the provisions of the Act, any preference share may, with the sanction of a Special Resolution, be issued on the terms that it is, or at the option of the Company is liable, to be redeemed. b. Subject to the Articles, and the special rights conferred on the holders of any class of shares in the Company under the Act, the Directors shall have the power to change the number of unissued shares of any class or series into a different number of shares of the same class or series. Commission on Shares 6. The Company may pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the capital of the Company, such commission not to exceed 10% of the price at which the shares are issued or an amount equivalent thereto. Any such commission may be paid in cash or satisfied by the allotment of fully paid shares in one way and partly in the other. Class Meetings 7. Whenever the share capital of the Company is divided into different classes of shares, all or any of the rights attached to any class (unless otherwise provided in the Articles or by this By-law or by the terms of the issue of the shares of that class) may be varied or abrogated either with the consent in writing of the holders of three-quarters in number of the issued shares of that class or with the sanction of a Special Resolution passed at a separate Shareholders Meeting of the holders of the shares of that class (but not otherwise) and may be so varied or abrogated either while the Company is a going concern or during or in contemplation of a winding-up. (For the avoidance of doubt, the foregoing shall not obviate the need to alter the company s By-law (by a Special Resolution of the Company) should any such variation or abrogation require such an alteration and PROVIDED THAT any alteration to the restrictions attaching to the Non-Voting Shares shall require the sanction of a Special Resolution of the Company. To every such separate Shareholders Meeting of the holders of the shares of such class all the provisions of this By-law relating to Shareholders Meetings and to the proceedings thereat shall mutatis mutandis apply, but so that the necessary quorum shall be a number of shareholders holding or representing by proxy at least one-quarter of the total issued shares of such class and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him. 9

10 Variation of Special Rights 8. Save as otherwise provided in this the Articles, the special rights conferred upon the holders of any shares shall not, unless otherwise expressly provided by the conditions of issue of such shares, be varied or be deemed to be varied by the creation or issue of further shares ranking paripassu therewith but in no respect in priority thereto. Receipts of Joint Shareholders 9. If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder, any one of such persons may give effectual receipts for any dividends or other monies payable or property distributable in or in respect of the share. No Trust Recognised 10. Except as required by law, no notice of any trust, expressed, implied or constructive, shall be entered on the Company s Register or be receivable by its registrar. The Company shall not be bound by or required to recognise, even when having notice thereof, any equitable, contingent, future or partial interest in any share or any right whatsoever in respect of any share other than an absolute right to the entirety thereof in the registered holder. This Section shall not preclude the Company from requiring the shareholders or the transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company for the purposes of ensuring compliance with section 16 hereof. Registered Shareholder entitled to Share Certificate 11. a. Subject to the Statutes, and in particular the Securities Act, every person except any person in respect of whom the Company is not by law required to complete and have ready for delivery a certificate, whose name is entered as a shareholder in the Register shall be entitled without payment to receive within two months after allotment or lodgement of a duly executed and stamped (if necessary) transfer (or within such other period as the conditions of issue shall provide) a certificate for all his shares in any particular class or several certificates each for one or more of the shares of the class in question. b. In the event of a member transferring part of the shares represented by a certificate in his name, a new certificate in respect of the balance thereof shall be issued in his name. c. In the case of joint holders, the Company shall not be bound to issue more than one certificate for all the shares in any particular class registered in their joint names, and delivery of a certificate for a share to any one of several joint holders thereof shall be sufficient delivery to all. d. For the avoidance of doubt no person or persons shall be entitled to more than one certificate representing the same share or shares. Renewal of Certificates 12. a. If any share certificate shall be damaged, defaced, worn out, or alleged to have been stolen, destroyed or lost, it may be renewed on such evidence being produced and such indemnity (if any) being given as the Directors shall require and, in case of defacement or wearing out, on delivering up of the old certificate and in any case on payment of such sum (if any) per certificate not exceeding $25.00 as the Directors may from time to time reasonably require. 10

11 b. Any two or more certificates representing shares of any one class held by any shareholder may at his request be cancelled and a single new certificate for such shares issued in lieu without charge. c. If any shareholder surrenders for cancellation a share certificate representing shares of any one class held by him and requests the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit, comply with such request. d. In the case of shares held jointly by several persons, any such request shall be made by all the joint holders. Transfers of Shares in Writing 13. Subject to the provisions contained in this By-law and the Securities Act, all transfers of shares shall be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors and may be under hand only. The instrument of transfer shall be signed by or on behalf of the transferor and by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register in respect thereof. Suspension of Registration of Transfers 14. The registration of transfers may be suspended at such time and for such periods as the Directors may, from time to time, determine and either generally or in respect of any class of shares. The Register shall not be closed for more than thirty days in any year. Restriction on Transfer of Shares 15. a. Subject to the other provisions of the Articles and this By-Law, the Ordinary Shares and the Non- Voting Shares shall be transferable without restrictions. b. Where a person becomes the holder of 5 percent or more of the issued Ordinary Shares, he shall, within 14 days thereafter, notify the Company in writing at the Office of the same, giving details(where appropriate) of the numbers of Ordinary Shares held by any associate; the foregoing provisions shall apply mutatis mutandis in respect of each further holding of 5 per cent or more of the issued Ordinary Shares of which such person becomes the holder. Failure to give such notice shall result (if the Directors so resolve) in the holder or holders of the said Ordinary Shares not being entitled to receive notices of, or to attend or vote at, meetings of the Company in respect of such Ordinary Shares unless and until such notice shall be received. PROVIDED THAT none of the foregoing provisions of this Sub-section 15 (b) shall apply in respect of the holdings of Ordinary Shares as set out in Section 4. c. For the purposes of Sub-section15 (b), person shall include any associate which for greater certainty shall mean any corporate body in which either the person or the associate owns a 10% or greater voting interest or any person acting in concert with any such person. For the avoidance of doubt the foregoing shall not affect the exemptions contained in the proviso to Sub-section 15 (b). Restriction on Shareholding 16. a. No person shall hold or be beneficially interested in more than 20% of the issued Ordinary Shares of the Company. 11

12 b. The Directors shall not issue or register a transfer of any share to any person if the total number of shares held by or on behalf of that person exceeds or would on the issuance or registration exceed 20% of the total issued shares of the Company. c. Any transfer or disposition of shares which results in a person being in breach of this Section shall be void. Refusal to Register Transfers 17. a. Subject to the Securities Act, the Directors shall decline to recognise any instrument of transfer unless the instrument of transfer is duly stamped (if stamping is required) and is in respect of only one class of share and is lodged with the Company (or as the Company may otherwise direct) and in due course such fee as is referred to in Section 19 and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf; the authority of that person so to do). b. The Directors shall refuse to register a transfer in the case of a transfer to joint holders if the number exceeds four. c. If the Directors decline or refuse to register a transfer, they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal. Instruments of Transfer Retained by Company and Subsequently Destroyed 18. All instruments of transfer which are registered may be retained by the Company. The Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of seven years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof. It shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and that every other document herein before mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided that: a. The provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant; b. Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this By-law; c. References herein to the destruction of any document include references to the disposal thereof or in any manner. 12

13 Transfer Fee 19. Such fee, not exceeding $25 for each transfer, as the Directors may from time to time determine, may be charged for registration of a transfer and on registration of every probate, letters of administration, certificate of death or marriage, stop notice, power of attorney, or other document relating to or affecting the title to any shares. The Directors may from time to time determine that no such fee shall be charged. Sale of Shares of Untraced Shareholder 20. a. The Company may sell (but shall not be obliged to do so) any share of a shareholder, or any share to which a person is entitled by transmission, by giving to the Secretary an instruction to sell it through a Resale Facility at the best price reasonably obtainable if: i. during the relevant period, at least three cash dividends have become payable in respect of the share to be sold; ii. iii. iv. no cash dividend payable during the relevant period in respect of the share has been claimed; during the relevant period, no warrant or cheque in respect of the share sent to the address and in the manner provided by this By-law for sending such payments has been cashed; during the relevant period, no communication has been received by the Company from the shareholder or the person entitled by transmission to the share; v. the Company has published at least two successive advertisements in a leading national newspaper in which the address referred to in sub-paragraph (iii) is located, in each case giving notice of its intention to sell the share; and vi. during the period of three months following the publication of those advertisements and after that period until the exercise of the power to sell the share, the Company has not received any communication from the shareholder or the person entitled by transmission to the share. For the purposes of this paragraph, the relevant period means the period of twelve years immediately preceding the date of the publication of the first of any advertisement pursuant to sub-paragraph (v) above. b. The Company s power of sale shall extend to any further share issued in respect of rights relating to a share to which sub-section (a) applies (or in respect of rights relating to any share to which this paragraph applies) if the conditions set out in sub-section (a) (ii) to (v) have been satisfied in relation to the further share and as if the relevant period in relation to it began on the date of allotment of the further share. c. To give effect to any sale, the Board may authorise some person to transfer the share to, or in accordance with the directions of, the purchaser, and the new holder of the share shall not be bound to see to the application of the purchase money; nor shall his title to the share be affected by any irregularity in, or invalidity of, the proceedings connected with the sale. 13

14 Application of Proceeds of Sale of Share of Untraced Shareholder 21. a. The Company shall account to the person entitled to the share at the date of sale for a sum equal to the net proceeds of sale and shall be deemed to be his debtor, and not a trustee for him, in respect of them. b. Pending payment of the net proceeds of sale to such person, the proceeds may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company, or subsidiary, if any) as the Board may from time to time decide. c. No interest shall be payable in respect of the net proceeds, and the Company shall not be required to account for any monies earned on the net proceeds. Transmission of Shares 22. In the case of the death of a shareholder, the survivors or survivor, where the deceased was a joint holder, and the executors 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 shares. Registration of Transmission 23. Any person becoming entitled to a share in consequence of the death or bankruptcy of any shareholder may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share in accordance with this By-Law, or, subject to the provisions as to transfers contained in this By-law, transfer the same to some other person. Persons Entitled May Receive Dividends but may not vote unless Registered 24. a. Subject to Section 90 and subject as provided below in this Section, a person entitled to a share by transmission shall be entitled to receive, upon producing such evidence of title as the Directors shall require, and may give a discharge for, any dividends or other monies payable in respect of the share, but he shall not be entitled in respect of it to receive notices of, or to attend or vote at meetings of the Company, or, save as aforesaid, to exercise any of the rights or privileges of a shareholder, unless and until he shall become a shareholder in respect of the share. b. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and, if after ninety days from the date of service of such notice, the notice has not been complied with, the Board may withhold payment of all dividends or other monies payable in respect of the share until the requirements of the notice have been complied with. Alteration of Capital 25. Subject to the provisions in this By-law and the Articles relating to variation or abrogation of class rights, the Company may by Ordinary Resolution:- a. issue new shares which shall be subject to the provisions of the Statutes and of this By-law with reference to allotment and issue, transfer, transmission, and otherwise; Provided that save for any public offering of shares on any recognized stock exchange, the Company shall not allot and issue any further shares of whatever description unless it has made an offer to each person who holds Ordinary Shares to allot and issue to that person a proportion of such further shares which is nearly as practicable equal to the portion in number of the Ordinary Shares held by him. 14

15 b. cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its capital by the amount of the shares so cancelled. PROVIDED THAT nothing in this section shall be construed as authorizing a breach of section 16 of this By-Law. Reduction of Capital 26. The Company may by Special Resolution reduce its share capital or any capital redemption reserve, or other undistributable reserve in any manner and with and subject to any incident authorised and consent required by law. Annual Shareholders Meetings 27. The Company shall in each calendar year hold a Shareholders Meeting as its Annual Shareholders Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it, and not more than fifteen months shall elapse between the date of one Annual Shareholders Meeting of the Company and that of the next. Name of Meeting 28. All Shareholders Meetings other than Annual Shareholders Meeting shall be called Special Shareholders Meetings. Special Shareholders Meetings 29. a. The Directors may convene a Special Shareholders Meeting whenever they think fit, and Special Shareholders Meetings shall also be convened by the Directors on the requisition of shareholders holding not less than 5 per cent of such of the issued shares of the Company as at the date of deposit of the requisition carries the right of voting at Shareholders Meetings. b. The requisition must state the objects of the meeting and must be signed by or on behalf of the requisitionists and deposited at the Office and may consist of several documents in like form each signed by or on behalf of one or more requisitionists, provided that, if signed on behalf of a requisitionist, that signatory shall be a shareholder holding a share carrying the right of voting at Shareholders Meetings. c. If the Directors do not within twenty-one days from the date of deposit of the requisition proceed duly to convene a meeting (such meeting to be held not later than two months from the date of deposit of the requisition), the requisitionists or any of them may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date. d. A meeting convened by the requisitionists shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Directors. e. Any reasonable expenses incurred by the requisitionists by reason of the failure of the Directors duly to convene a meeting shall be repaid to the requisitionists by the Company and any sum so repaid shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration in respect of their services to such of the Directors as were in default. 15

16 Notice of Shareholders Meetings 30. An annual shareholders meeting and any special shareholders meeting at which it is proposed to pass a Special Resolution shall be called by twenty-one clear days notice in writing at the least. The period of notice shall in each case be exclusive of the day on which the notice is served or deemed to be served and of the day on which the meeting is to be held and shall be given in manner hereinafter mentioned to all shareholders other than such as are not under the provisions of this By-law entitled to receive such notices from the Company; provided that a Shareholders Meeting, notwithstanding that it has been called by a shorter notice than that specified above, shall be deemed to have been duly called if it is so agreed: a. in the case of an Annual Shareholders Meeting, by a majority of the shareholders entitled to attend and vote thereat; or b. in the case of a Special Shareholders Meeting, by a majority in number of the shareholders having the right to attend and vote thereat, being a majority together holding not less than 95 per cent in number of the shares giving that right. Provided further that the accidental omission to give notice to, or the non-receipt of notice by, any person entitled thereto shall not invalidate the proceedings at any Special Shareholders Meeting or the Annual Shareholders Meeting. Information to be given in Notice 31. a. Every notice calling a Special Shareholders Meeting or Annual Shareholders Meeting shall specify the place and the day and hour of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a shareholder entitled to attend and vote is entitled to appoint a proxy or to attend and, on a poll, vote instead of him and that a proxy need not be a shareholder of the Company. b. In the case of an Annual Shareholders Meeting, the notice shall also specify the meeting as such. c. In the case of any Shareholders Meeting at which business other than ordinary business is to be transacted, the notice shall specify the general nature of such business; and if any resolution is to be proposed as a Special Resolution, the notice shall contain a statement to that effect. Ordinary Business 32. Ordinary business shall mean and include only business transacted at an Annual Shareholders Meeting of the following types, that is to say: a. the considering of financial statements; b. the directors report, if any; c. the auditor s report, if any; d. the sanction of dividends; e. the election of directors; and f. the re-appointment of the incumbent auditor. 16

17 Matters requiring the sanction of a Special Resolution 33. In addition to those matters which require the sanction of a Special Resolution by virtue of the Statutes or by virtue of the other provisions of this By-law, the following matters shall require the sanction of a Special Resolution prior to implementation: a. The amalgamation, merger or consolidation of the business or assets of the Company with the business or assets of any other person or body corporate or any reorganisation of the assets of the Company which has a substantially similar effect. b. Any action being taken for or with a view to liquidating the Company (save in the case where the Company is insolvent). c. Any alterations to the Company s Articles or By-law; d. Any material change in the business of the Company. Chairman of Shareholders Meetings 34. The chairman of the Directors shall preside as chairman at the Annual Shareholders Meeting and at a Special Shareholders Meeting. If there be no such chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present shall choose one of their number (or, if no Director be present or if all directors present decline to take the chair) the shareholders (having the right to attend and vote thereat) present shall choose one of their number to be chairman of the meeting. Quorum at Shareholders Meetings 35. a. No business shall be transacted at any Shareholders Meeting unless a quorum is present at the commencement of the meeting. Save as herein otherwise provided, the quorum at any Special Shareholders Meeting and the Annual Shareholders Meeting shall be twenty-five shareholders present in person holding or representing by proxy at least a majority of the shares entitled to vote thereat. b. If within 30 minutes from the time appointed for a Special Shareholders Meeting or the Annual Shareholders Meeting a quorum is not present, the meeting, if convened on the requisition of shareholders, shall be dissolved. In any other case, it shall stand adjourned to the same day of the next following week at the same time and at the same place as that fixed for the original meeting. At the adjourned meeting, any two shareholders (having the right to attend and vote thereat) present in person or by proxy shall be a quorum. Adjournment of Shareholders Meetings 36. The chairman of a meeting may, with the consent of any meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for twenty-one days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no shareholder shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. 17

18 Poll at Shareholders Meetings 37. At all Shareholders Meetings, a resolution put to the vote of the meeting shall be decided on a show of hands unless, before or upon the declaration of the result of the show of hands, a poll be demanded by the chairman or by at least two shareholders present in person or by proxy for the time being entitled to attend and vote at the meeting, or by a shareholder or shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to attend and vote at the meeting, or by a shareholder or shareholders present in person or by proxy holding shares conferring a right to vote at the meeting, being shares in number equal to not less than one-tenth of the total number of shares conferring that right. Unless a poll be so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may only be withdrawn with the approval of the meeting. Chairman to Decide how Poll Taken at Shareholders Meetings 38. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time within fourteen days and at such place, and in such manner as the chairman shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. No notice need be given of a poll not taken immediately. No poll shall be demanded on the choice of a chairman. Casting Vote at Shareholders Meeting 39. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a further or casting vote in addition to any other vote or votes to which he may be entitled. Business may be continued at Shareholders Meeting after Demand for Poll 40. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business, other than the question on which a poll has been demanded. Votes of Shareholders 41. On a show of hands, every shareholder who is present in person shall have one vote, and, on a poll, every shareholder who is present in person or by proxy shall have one vote for each share of which he is the holder; Provided that the Non-Voting Shares shall not confer upon the holders thereof any right to attend and vote at any Shareholders Meeting of the Company. Votes of Shareholders of Unsound Mind 42. If any shareholder be of unsound mind, a lunatic, idiot or non compos mentis, he may vote by his committee, receiver, curator bonis or other legal curator, and such last mentioned persons may give their votes either personally or by proxy. Joint Holdings 43. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders of the share, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the share. 18

19 Objection to Votes 44. No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting whose decision shall be final and conclusive. Votes on a Poll 45. On a poll, votes may be given either personally or by proxy, and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. Proxy 46. A proxy need not be a shareholder of the Company. Instrument of Proxy 47. An instrument appointing a proxy shall be in writing in any usual or common form or in any other form which the directors may approve and: a. in the case of an individual shall be signed by the appointor or his attorney; and b. in the case of a corporation or the Government or the Council shall be either given under its common seal or signed on its behalf by an attorney or a duly authorised officer. The signature on such instrument need not be witnessed. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy pursuant to the next following Section, failing which the instrument may be treated as invalid. Time for Submitting Instrument of Proxy 48. An instrument appointing a proxy must be left at such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified, at the office) not less than forty-eight hours before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default, shall not be treated as valid. The instrument shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates provided that an instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates. Rights of Proxy 49. An instrument appointing a proxy shall be deemed to include the right to demand or join in demanding a poll and shall have the same rights as the shareholder who appointed him to speak at the meeting in respect of any matter. Such instrument may contain a direction to the proxy to vote for or against a particular resolution or resolutions but, unless such direction be given, the proxy may vote by ballot or show of hands as he thinks fit. 19

20 Invalidity of Proxy 50. A vote cast by proxy shall not be invalidated by the previous death or insanity of the appointor or by the revocation of the appointment of the proxy or of the authority under which the appointment was made or (until entered in the Register) the transfer of the share in respect of which the vote is given, provided that no notice in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office at least twenty-four hours before the commencement of the meeting or adjourned meeting or (in the ease of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is cast. Corporations Acting by Representatives 51. The Government while it is a shareholder of the Company may, by direction in writing of a Government Minister or other principal officer, and the Council while it is a shareholder of the Company may, by direction in writing of a principal officer, and any corporation which is a shareholder of the Company may, by authority of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or the holder of any class of shares of the Company which it is entitled to attend and at which it is entitled to vote. The person so authorised shall be entitled to exercise the same powers on behalf of the Government or the Council or such corporation (as the case may be) as the Government or the Council or such corporation (as the case may be) could exercise if it were an individual shareholder of the Company, and the Government or the Council or such corporation (as the case may be) shall for the purposes of this By-law be deemed to be present in person at any such meeting if a person so authorised is present thereat. The Board or any Director or the Secretary may (but shall not be bound to) require evidence of the authority of any such representative. Number of Directors 52. Unless the Company shall otherwise determine by Special Resolution, the number of Directors shall not be less than three nor more than ten Non-Executive Directors and one Ex-Officio Director all as appointed in accordance with Sections 54 and 71. No Share Qualifications for Directors A Director shall not be required to hold a share qualification but shall nevertheless be entitled to receive notice of and to attend and speak at any Special Shareholders Meeting or the Annual Shareholders Meeting of the Company or at any separate meeting of the holders of any class of shares in the Company. Appointment of Non-Executive Directors 54. a. Subject to the provisions of the Articles and this By-law, including without limitation those of Sub section54 (b) and 71(b), the Company may by Ordinary Resolution appoint any person who is willing to act to be a Non-Executive Director, either to fill a vacancy or as an additional Non-Executive Director, but so that the total number of Non-Executive Directors shall not exceed any maximum number fixed by or in accordance with the Articles. No person (other than a Non-Executive Director retiring by rotation or otherwise) shall be appointed or re-appointed a Non-Executive Director at any Special Shareholders Meeting or the Annual Shareholders Meeting unless: i. he is recommended by the Board; or ii. not less than seven nor more than forty-two clear days before the date appointed for the meeting, there has been lodged at the Office notice in writing signed by 25 shareholders 20

21 (not including the person to be proposed) entitled to vote at the meeting, stating their intention to propose a resolution for the appointment of that person, and a notice signed by that person of his willingness to be appointed. Not less than seven nor more than thirty clear days before the date appointed for holding a Special Shareholders Meeting or the Annual Shareholders Meeting, the Company shall give to all who are entitled to receive notice of the meeting, notice of any resolution to be proposed at the meeting to appoint as a Director any person other than a Director retiring at the meeting. The notice shall give the particulars of that person. b. A holder of Ordinary Shares shall appoint one Non-Executive Director to the Board in respect of each holding of such Ordinary Shares equal to 10 per cent of the issued Ordinary Shares. The provisions of this Sub-section54 (b) shall not be capable of variation without the approval of the Company in Special Shareholders Meeting or the Annual Shareholders Meeting such approval to be given by way of Special Resolution. c. To the extent that any holder of Ordinary Shares has exercised his rights pursuant to Sub-section54 (b), such holder shall thereafter only be entitled to vote on an Ordinary Resolution to appoint one Non-Executive Director in accordance with Sub-section 54(a) in respect of the number of Ordinary Shares (if any) which he holds in excess of the Ordinary Shares used to appoint one or more Directors in accordance with Sub-section 54(b). Age of Directors 55. Any provision of the Statutes which, subject to the provisions of this By-law, would have the effect of rendering any person ineligible for appointment as a Director or liable to vacate office as a Director on account of his having reached any specified age or of requiring any special formality in connection with the appointment of any Director over a specified age, shall not apply to the Company. Directors Duties 56. The Directors have the following duties including but not limited to: Duty of Loyalty and Good Faith a. A director must act in good faith in which he considers to be the best interests of the Company; Duty of Obedience b. A director must act in accordance with the Articles, By-Laws and the Statutes and must exercise his powers only for the purposes allowed by law; Duty not to make secret profits c. A director must not use the Company s property, information or opportunities for his own or anyone else s benefit unless he is allowed to by the Articles, By-Laws or Statutes or the use has been disclosed to the Company at general meeting and the Company has consented to it. Duty of Independence d. A director must not agree to restrict his power to exercise an independent judgment, even if he is appointed by a particular shareholder or particular class of shareholders. If he considers in good faith that it is in the best interests of the Company for a transaction to be entered into and carried into effect, he may restrict his power to exercise an independent judgment by agreeing to act in a particular way to achieve this. 21