TRINIDAD AND TOBAGO NGL LIMITED

Transcription

1 BY LAW NO. 1 OF TRINIDAD AND TOBAGO NGL LIMITED Dated the day of,

2 Section I INTERPRETATION 1.01 Definitions 1.02 Sections 1.03 Conflict THE COMPANIES ACT, CHAP. 81:01 BY-LAW NO. 1 TRINIDAD AND TOBAGO NGL LIMITED TABLE OF CONTENTS Section 2 BUSINESS OF THE COMPANY 2.01 Business of the Company 2.02 Registered Office 2.03 Corporate Seal 2.04 Financial Year 2.05 Execution of Instruments 2.06 Banking Arrangements 2.07 Voting Rights in Other Bodies Corporate Section 3 LIENS 3.01 First Lien 3.02 Power to Sell 3.03 Effecting Transfers 3.04 Disposal of Proceeds 3.05 Title to Shares Section 4 DIRECTORS 4.01 Management of Business 4.02 Number of Directors 4.03 Alternate Director 4.04 Qualification 4.05 Election and Term 4.06 Vacation of Office 4.07 Vacancies 4.08 Action by the Board 4.09 Meeting by Telephone 4.10 Place of Meetings 4.11 Calling of Meetings 4.12 Notice of Meeting 4.13 First Meeting of New Board 4.14 Adjourned Meeting 4.15 Regular Meetings 4.16 Chair 4.17 Quorum 4.18 Votes to Govern M. Hamel-Smith & Co. 2 of 37 Trinidad and Tobago NGL Limited

3 4.19 Remuneration and Expenses 4.20 Other Office 4.21 Professionals 4.22 Other Directorships 4.23 Interest in Contracts 4.24 Disclosure by Director 4.25 Disclosure by Officer 4.26 Further Disclosure 4.27 Effect on Voting 4.28 Report to Shareholders 4.29 Interest Declaration 4.30 Avoidance of Nullity 4.31 Ruling on Director s Interest 4.32 Overriding Powers of Court Section 5 COMMITTEES 5.01 Committees of the Board 5.02 Transaction of Business 5.03 Advisory Bodies 5.04 Procedure 5.05 Audit Committee Section 6 OFFICERS 6.01 Appointment 6.02 Chair of the Board 6.03 President 6.04 Vice President 6.05 Secretary 6.06 Treasurer 6.07 Powers and Duties of Other Officers 6.08 Variation of Powers and Duties 6.09 Term of Office 6.10 Agents and Attorneys 6.11 Conflict of Interest Section 7 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 7.01 Limitation of Liability 7.02 Directors Interests in Contracts 7.03 Indemnity 7.04 Insurance Section 8 SHARES 8.01 Shares 8.02 Allotment of Shares 8.03 Transfers of Shares 8.04 Non-recognition of Trusts M. Hamel-Smith & Co. 3 of 37 Trinidad and Tobago NGL Limited

4 Joint Shareholders 8.06 Deceased Shareholders 8.07 Lien for Indebtedness 8.08 Conversion of Class A Shares 8.09 Registrar 8.10 Replacement of Class A Share Certificate Section 9 DIVIDENDS AND RIGHTS 9.01 Dividends 9.02 Dividend ChequesPayment of Dividends 9.03 Record Date for Dividends and Rights Section 10 MEETINGS OF SHAREHOLDERS Annual Meetings Special Meetings Notice of Meetings Requisitioned Meeting Chairman Quorum Voting Number of Votes Shares Registered in the Name of a Clearing Agency Proxyholders and Representatives Time for Deposit of Proxies Joint Shareholders Votes to Govern Adjournment Action in Writing by Shareholders Only One Shareholder Withholding Information from Shareholders Section 11 WINDING UP Section 12 NOTICES Method of Giving Notices Notice of Joint Shareholders Computation of Time Undelivered Notices Omissions and Errors Persons Entitled by Death or Operation of Law Waiver of Notice Authentication Section 13 AUDITS Annual Audit Appointment of Auditor Remuneration of Auditor M. Hamel-Smith & Co. 4 of 37 Trinidad and Tobago NGL Limited

5 13.04 Duties of Auditor Access to Records Financial Statements Distribution of Auditor s Report Vacancy in the Office of Auditor Section 14 Section 15 EFFECTIVE DATE CHANGES TO CONSTITUTION Changes to Changes to the Articles of Incorporation M. Hamel-Smith & Co. 5 of 37 Trinidad and Tobago NGL Limited

6 THE COMPANIES ACT, CHAP. 81:01 BY-LAW NO. 1 A By-Law relating generally to the transaction and conduct of the business and affairs of: Trinidad and Tobago NGL Limited BE IT ENACTED as a by-law of TRINIDAD AND TOBAGO NGL LIMITED hereinafter called the Company as follows: SECTION ONE INTERPRETATION 1.01 Definitions and Interpretation- In the By-laws and resolutions of the Company, unless the context otherwise requires: Act means the Companies Act, 1995 as amended by the Companies (Amendment) Act, 1997 as now enacted as Chapter 81:01 of the Laws of Trinidad and Tobago or as the same may from time to time be amended or re-enacted. Appoint includes elect and vice versa; Articles means the Articles of Incorporation attached to the Certificate of Incorporation of the Company as from time to time amended or restated; Board means the board of directors of the Company as from time to time constituted under the ; By-laws means this by-law and all other by-laws of the Company from time to time in force and effect; Clearing Agency means a person registered as a self-regulatory organization or licensed as a central securities depository and authorised to carry on business as a clearing agency or central securities depository under the SA or any similar law applicable in any jurisdiction other than Trinidad and Tobago in which the Company's shares are traded; Directors means the directors of the Company who together constitute the Board from time to time and reference to any action by the directors means action taken by them by resolution as a Board. Dividend Policy means the dividend policy dated,adopted by the Company as at March 17, 2014, a copy of which is annexed hereto and marked A. In writing and written includes printing, typewriting, lithography and other modes of representing or reproducing words in a visible form. M. Hamel-Smith & Co. 6 of 37 Trinidad and Tobago NGL Limited

7 List of Owners means a list provided to the Company by a Clearing Agency or Participant pursuant to section 130 of the SA or any other applicable law whereby the Company is entitled to presume conclusively that the persons named in such list are the owners of the shares of the Company identified therein; Meeting of shareholders includes an annual meeting of shareholders and a special meeting of shareholders; and special meeting of shareholders includes a meeting of any class or series of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders; Non-business day means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act of the Laws of Trinidad and Tobago as from time to time amended; Notice shall include any communication or document; Participant means a participant within the meaning of the SA. Recorded address means in the case of a shareholder the address as recorded in the register of members or on the List of Owners; and in the case of joint shareholders the address appearing in the register of members or on the List of Owners in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, the latest address as recorded in the records of the Company; Regulations means any regulations made under the Act, and every regulation substituted therefor and, in the case of such substitution, any references in the of the Company to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations; SA means Securities Act, 2012; Shareholder, Owner or Member means the holder for the time being of any issued share or shares of the Company registered in the register of members or included on the List of Owners; Signing Officer means, in relation to any instrument, any person authorized to sign the same on behalf of the Company by or pursuant to Sub-section 2.05 below. Save as aforesaid, words and expressions defined in the Act, have the same meanings when used herein. Words importing the singular number include the plural and vice versa; and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative and words importing one gender shall include all genders. M. Hamel-Smith & Co. 7 of 37 Trinidad and Tobago NGL Limited

8 1.02 Sections- These are divided into Sections and each Section is divided into Subsections. A reference to a Section is to all of the Sub-sections within such Section Conflict- This By-Law and all other by-laws are made pursuant to and are subordinate to the Act and should be read in conjunction with the Act. In the case of conflict between the provisions of any by-laws and any provision of the Act, the applicable provision of the Act shall prevail. SECTION TWO BUSINESS OF THE COMPANY 2.01 Business of the Company- The Company is intended to be an investment holding company and may undertake any kind of associated business which the Company is either expressly or by implication authorised to undertake by the Directors Registered Office- The registered office of the Company shall initially be at such location as is specified in the notice thereof filed with the Articles and thereafter at such place in Trinidad & Tobago as the Board may from time to time determine by resolution Corporate Seal- The Board may change by resolution the corporate seal of the Company but unless so changed shall be in the form impressed at the foot of these By-laws Financial Year- Until changed by the Board, the financial year of the Company shall end on the last day of December in each year Execution of Instruments Contracts, deeds, transfers, assignments, obligations, certificates and other instruments may be signed on behalf of the Corporation by two (2) directors nominated by the Board In addition, the Board or the said two directors may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed Any signing officer may affix the corporate seal to any instrument requiring the same Banking Arrangements- The banking business of the Company including without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organisations as may from time to time be designated by the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may prescribe. M. Hamel-Smith & Co. 8 of 37 Trinidad and Tobago NGL Limited

9 2.07 Voting Rights in Other Bodies Corporate- The Board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised attaching to any securities held by the Company. Subject to the directions of the Directors, the signing officers of the Company under Sub-section 2.05 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights. SECTION THREE LIENS 3.01 First Lien- The Company shall have a first and paramount lien on every share for any debt or other liability due to the Company by the holder thereof or his estate and the Company shall also have a lien on all shares standing registered in the name of a single person for all moneys presently payable by him or his estate to the Company but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this Sub-section The Company s lien (if any) on a share shall extend to all dividends payable thereon Power to Sell- The Company may sell in such manner as the directors think fit any shares on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable and advising of the intention to sell in default has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy Effecting Transfers- In order to give effect to any such sale, the directors may authorise some person to transfer the shares sold to the purchaser thereof and the purchaser shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money not shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale Disposal of Proceeds- The net proceeds of the sale shall be received by the Company and after payment of the costs of such sale shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale Title to Shares- A statutory declaration in writing that the declarant is a director or secretary of the Company and that a share in the Company has been duly forfeited or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share and the Company may receive the consideration (if any) given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money M. Hamel-Smith & Co. 9 of 37 Trinidad and Tobago NGL Limited

10 (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture sale or disposal of the share SECTION FOUR DIRECTORS 4.01 Management of Business- The Board shall manage the business and affairs of the Company. The Board may exercise all such authority and powers of the Company and do all such lawful acts and things as are not by law or otherwise directed or required to be exercised or done by the shareholders Number of Directors- The Board shall consist of the number of directors provided in the Articles, or, if a minimum and maximum number is so provided, with that number so elected at the last meeting of shareholders where directors were elected Alternate Director Any director may from time to time and at any time by notice in writing signed by him and delivered to the Office or a meeting of Directors appoint any person approved by a majority of the other Directors to be an alternate Director and may at any time in the same manner remove such appointee Any alternate director shall not be entitled to receive any remuneration from the Company, and shall require no qualifications, but shall in all other respects be subject to the provisions of these Articles and shall (subject to the giving to the Company an address at which notices may be served upon him) be entitled to receive notices of and to attend and vote at all meetings of the Directors at which the director in place of whom he is acting as alternate (hereinafter referred to as the Principal ) is not present, and to exercise all the powers of his Principal as director in the absence of his Principal An alternate director shall ipso facto cease to hold office as alternate Director if his Principal shall cease to hold office as director or on the happening of any event which if he were a director would cause him to vacate such office Save as aforesaid an alternate director shall not have power to act as a Director nor shall he be deemed to be a director for the purposes of these presents Qualification- No person shall be a director of the Company if such person (i) is less than 18 years of age, (ii) is of unsound mind and has been so found by a court in Trinidad & Tobago or elsewhere, (iii) has the status of a bankrupt, or (iv) is not Fit and Proper (as defined in the SA). No individual who is prohibited from being a director of a company under the Act may be a Director. M. Hamel-Smith & Co. 10 of 37 Trinidad and Tobago NGL Limited

11 4.05 Election and Term- The Board shall be elected by the Shareholders in accordance with the following provisions: The Holders of the Class A Shares shall have the exclusive right to elect the following number of Directors of the Company: (i) if the Holder of the Class A Shares of the Company holds more than 25% of the total ordinary issued shares in the Company, it will be entitled to appoint three (3) directors to the Board of Directors of the Company, (ii) if the Holder of the Class A Shares of the Company holds less than 25% but more than 10% of the total ordinary issued shares in the Company, it will be entitled to appoint two (2) directors to the Board of Directors of the Company, or (iii) if the Holder of the Class A Shares of the Company holds less than 10% of the total ordinary issued shares in the Company, it will not be entitled, in its capacity as the Holder of Class A Shares, to unilaterally appoint any directors to the Board of Directors of the Company. The Directors elected by the Holders of the Class A Shares shall be referred to as "A" Directors The Holder of the Class A shares shall also have the exclusive right to remove from office any Director elected by such Holder and to elect another Director in the place of any person so removed or otherwise ceasing to be a Director after having been so elected The Holders of the Class B Shares for the time being issued shall have the exclusive right to elect the follow number of Directors of the Company: (i) where the Holders of the Class A Shares hold more than 25% of the total ordinary shareholding in the Company, the holders of the Class B Shares shall be entitled to appoint two (2) directors of the Company; or (ii) where the Holders of the Class A Shares hold less than 25% but more than 10% of the total ordinary issued shares in the Company, the Holders of the Class B Shares shall be entitled to appoint three (3) directors of the Company If at any time there are no Class A Shares or the Holders of the Class A Shares hold less than 10% of the total number of issued ordinary shares in the Company, the Holders of the ordinary shares in the Company, of whatever class shall be entitled to elect all the directors of the Company The holders of the Class B shares shall also have the exclusive right to remove from office any Director elected by such holders and to elect another Director in the place of any person so removed or otherwise ceasing to be a Director after having been so elected. The Directors elected by the Holders of the Class B Shares shall be referred to as "B" Directors Vacation of Office- A director ceases to hold office- M. Hamel-Smith & Co. 11 of 37 Trinidad and Tobago NGL Limited

12 on death, on removal from office by the shareholders; on ceasing to be qualified to be a director as set out in Sub-section 4.04; if he becomes bankrupt or compounds with his creditors or is declared insolvent; if he otherwise becomes disqualified from being a Director of a company under the Act; on receipt of a written resignation by the Company, or, if a time is specified in such resignation, at the time so specified, whichever is later Vacancies- A quorum of the Board may fill a vacancy in the Board except a vacancy resulting from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles Action by the Board- The Board shall manage the business and affairs of the Company. The powers of the Board may be exercised at a meeting (subject to Sub-section 4.10) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the Board. Any such resolution may be in the form of several documents each signed by one or more directors. Where there is a vacancy in the Board, the remaining directors may exercise all the powers of the Board so long as a quorum remains in office. Meetings of Directors 4.09 Meeting by Telephone- If all the Directors of the Company consent, a director may participate in a meeting of the Board or of a committee of the Board by means of such telephone or other communications facilities as permits all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board Place of Meetings- Meetings of the Board may be held at any place in Trinidad and Tobago Calling of Meetings- Meetings of the Board shall be held at such time and at such place as the Board or any two (2) directors may determine Notice of Meeting- Notice of the time and place of each meeting of the Board shall be given in the manner provided in Section 12 to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of Directors need not specify the purpose of or the business to be transacted at the meeting except any proposal to: submit to the shareholders any question or matter requiring approval of the shareholders; fill a vacancy among the directors or in the office of auditor; issue securities; M. Hamel-Smith & Co. 12 of 37 Trinidad and Tobago NGL Limited

13 declare dividends or amend an existing dividend policy; purchase, redeem or otherwise acquire shares issued by the Company; pay a commission for the sale of shares; approve a management proxy circular; approve a take-over bid circular or directors' circular; approve any annual financial statements; invest Company funds or amend the existing investment policy; or appoint or remove a director on the Board of Phoenix Park Gas Processors Limited ( PPGPL ), in accordance with the Company s rights as a Class B Shareholder of PPGPL First Meeting of New Board- Provided a quorum of directors is present, each newly elected Board may without notice hold its first meeting immediately following the meeting of shareholders at which such Board is elected Adjourned Meeting- Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting Regular Meetings- The Board may fix the time and place for regular meetings of the Board. A copy of any resolution of the Board fixing the place and time of such regular meetings shall be sent to each director and no other notice shall be required for any such regular meeting, except where the business to be transacted thereat is required to be specified under Sub-section Chair- The chairman of any meeting of the Board shall be chair of the Board or the president if the chairman is not present. If no such officer is present, the directors present shall choose one of their number to be chair Quorum- The quorum for the transaction of business at any meeting of the Board shall be three (3) directors or such greater number of Directors as the Board may from time to time determine Votes to Govern- At all meetings of the Board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote Remuneration and Expenses- The directors shall be paid such remuneration for their services as the Board may from time to time determine in accordance with the regulations in the State-Owned Enterprises Corporate GovernancePerformance Monitoring Manual. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof. Nothing herein contained shall preclude any director from serving the Company in any other capacity and receiving remuneration therefor. M. Hamel-Smith & Co. 13 of 37 Trinidad and Tobago NGL Limited

14 Acting in Other Offices, Professional Capacities and Directorships 4.20 Other Office- A director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Article Professionals- A director may act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director Other Directorships- A director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested, and shall not be liable to account to the Company or the members for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. Interest in Contracts 4.23 Interest in Contracts- A director or officer of the Company who is a party to a material contract or proposed material contract with the Company; or who is a director or an officer of any body, or has a material interest in any body, that is a party to a material contract or proposed material contract with the Company, shall disclose in writing to the Company or request to have entered in the minutes of meetings of directors the nature and extent of his interest Disclosure by Director- The disclosure required by Sub-section shall be made, in the case of a director of the Company at the meeting at which a proposed contract is first considered; if the director was not then interested in a proposed contract, at the first meeting after he becomes so interested; if the director becomes interested after a contract is made, at the first meeting after he becomes so interested; or if a person who is interested in a contract later becomes a director of the Company, at the first meeting after he becomes a director. M. Hamel-Smith & Co. 14 of 37 Trinidad and Tobago NGL Limited

15 4.25 Disclosure by Officer- The disclosure required by Sub-section shall be made, in the case of an officer of the Company who is not a director forthwith after he becomes aware that the contract or proposed contract is to be considered, or has been considered, at a meeting of directors of the Company; if the officer becomes interested after a contract is made, forthwith after he becomes so interested; or if a person who is interested in a contract later becomes an officer of the Company, forthwith after he becomes an officer Further Disclosure- If a material contract or a proposed material contract is one that, in the ordinary course of the Company s business, would not require approval by the directors or shareholders of the Company, a director or officer of the Company shall disclose in writing to the Company, or request to have entered in the minutes of meetings of directors, the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract Effect on Voting- A director of the Company who is referred to in Sub-section shall not be present at, form part of a quorum or vote on any resolution to approve a contract in which he has an interest, unless the contract is an arrangement by way of security for money loaned to, or obligations undertaken by him, for the benefit of the Company or an affiliate of the Company; is a contract that relates primarily to his remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company; is a contract for indemnity or insurance under Sections 101 to 105 of the Act; or is a contract with an affiliate of the Company Report to Shareholders- Any contract referred to in Sub-section together with all circumstances relevant thereto shall be reported to the shareholders not later than on the distribution of the next financial statements Interest Declaration- For the purposes of Sub-sections through , a general notice to the directors of the Company by a director or an officer of the Company declaring that he is a director or officer of, or has a material interest in, another body, and is to be regarded as interested in any contract with that body is a sufficient declaration of interest in relation to any such contract Avoidance of Nullity- A material contract between the Company and one or more of its directors or officers, or between the Company and another body of which a director or officer of the Company is a director or officer, or in which he has a material interest, is neither void nor voidable by reason only of that relationship; or by reason only that a director with an interest in the contract is present at, or is counted to determine the presence of a quorum at, a meeting of directors or a M. Hamel-Smith & Co. 15 of 37 Trinidad and Tobago NGL Limited

16 committee of directors that authorised the contract, if the director or officer disclosed his interest in accordance with Sub-sections 4.23, 4.24, 4.25, 4.26, 4.27, 4.28 or , as the case may be, and the contract was approved by the directors or the shareholders and was reasonable and fair to the Company at the time it was approved Ruling on Director s Interest- If any question shall arise at any meeting of the Board as to the materiality of the interest of a director (other than the chairman of the meeting) or as to the entitlement of any director (other than such chair) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting whose ruling in relation to such other director shall be final and conclusive except in a case where the nature or extent of the interest of the director concerned as known to such director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chair as known to such chair has not been fairly disclosed to the Board Overriding Power of Court- The provisions of Sub-section are subject to the powers of the Court, upon the application of the Company or a shareholder of the Company, to set aside a material contract made by the Company the interest in which a director of officer fails to disclose in accordance with Sub-sections 4.23, 4.24, 4.25, 4.26, 4.27, 4.28 or SECTION FIVE COMMITTEES 5.01 Committees of the Board- The Board shall appoint an audit committee in accordance with clausesub-section 5.05 herein and may appoint such other committees of the Board, however designated, and delegate to any such committee any of the powers of the Board except those which pertain to items which, under the Act, a committee of directors has no authority to exercise Transaction of Business- The powers of a committee of the Board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Trinidad and Tobago Advisory Bodies- The Board may from time to time appoint such advisory bodies as it may deem advisable, but the functions of any such bodies shall be advisory only. M. Hamel-Smith & Co. 16 of 37 Trinidad and Tobago NGL Limited

17 5.04 Procedure- Unless otherwise determined by the Board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure Audit Committee The Directors shall appoint an Audit Committee composed of not less than three Directors a majority of whom are neither officers or employees of the Company or any of its affiliates Two independent members shall constitute a quorum of the Audit Committee Any member of the Audit Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Audit Committee on ceasing to be a Director The Audit Committee shall review the financial statements of the Company intended for circulation among the Shareholders before they are approved by the Board and shall report its findings to the Board The Board may refer to the Audit Committee for opinion and advice on such matters and questions relating to the financial position and risk management functions of the Company and its affiliates as the Board may time to time see fit The times of and the places where meetings of the Audit Committee will be held and the calling of and procedure at those meetings shall be determined from time to time by the Audit Committee provided that the Auditor or any member of the Audit Committee may call a meeting of the Audit Committee and notice of every meeting of the Audit Committee shall be given to all members of the Audit Committee, the Auditors, the Chairman the Managing Director and President, if any. Save as provided in this section 5.05 the meetings and proceedings of the Audit Committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulation of the By-laws or made by the Directors under this paragraph. SECTION SIX OFFICERS 6.01 Appointment The Board may appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a treasurer and such other officers as the Board may determine. One person may hold more than one office. M. Hamel-Smith & Co. 17 of 37 Trinidad and Tobago NGL Limited

18 The Board may specify the duties of and, in accordance with this Sub-section 6.01 and subject to the Act, delegate to such officers powers to manage the business and affairs of the Company Subject to Sub-section 6.02, an officer may but need not be a director Chair of the Board- The Board may also appoint a chair of the Board who shall be a director. If appointed, the Board may assign to the chairman any of the powers and duties that by any provisions of this Section 6 may be assigned to the president. The chairman shall have such other powers and duties as the Board may specify President- The president may be the chief executive officer and shall be the chief operating officer and, subject to the authority of the Board, shall have general supervision of the business of the Company and such other powers and duties as the Board may specify Vice-President- A vice-president shall have such powers and duties as the Board or the chief executive officer may specify Secretary The Board shall appoint a secretary who shall attend and be the secretary of all meetings of the Board, shareholders and committees of the Board and shall cause to be kept minutes of all proceedings thereat The secretary shall provide all required notices to shareholders, directors, officers, auditors and members of committees of the Board The secretary shall be the custodian of the seal of the Company and of all books, records and instruments belonging to the Company, except when some other officer or agent has been appointed for that purpose, and have such other powers and duties as may be specified In addition the Board may appoint an assistant secretary or secretaries to assist the secretary in the performance of his duties Treasurer The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Company The treasurer shall render to the Board whenever required an account of all transactions as treasurer and of the financial position of the Company and shall have such other powers and duties as may be specified Powers and Duties of Other Officers- The powers and duties of all other officers shall be such as the terms of their engagement call for or as the Board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has M. Hamel-Smith & Co. 18 of 37 Trinidad and Tobago NGL Limited

19 been appointed may be exercised and performed by such assistant, unless the Board or the chief executive officer otherwise directs Variation of Powers and Duties- The Board and the chief executive officer may vary, add to or limit the powers and duties of any officer Term of Office- The Board, in its discretion, may remove any officer of the Company. Otherwise each officer appointed by the Board shall hold office until a successor is appointed or until the officer resigns Agents and Attorneys- The Company, by or under the authority of the Board, shall have power to appoint agents or attorneys for the Company in or outside Trinidad and Tobago with such powers (including the power to sub-delegate) of management, administration or otherwise as may be thought fit Conflict of Interest- An officer shall disclose any interest in a material contract or proposed material contract with the Company in accordance with Sub-sections and SECTION SEVEN PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 7.01 Limitation of Liability Every director and officer of the Company in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances Subject to the foregoing, no director or officer shall be liable for- (a) the acts, omissions, failures, neglects or defaults of any other director, officer or employee, or (b) joining in any receipt or other act of conformity or (c) any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or (d) the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or (e) any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Company shall be deposited, or (f) any loss occasioned by any error of judgment or oversight on the part of such director or officer, or (g) any other loss, damage or misfortune which shall happen in the execution of the duties of office or in relation thereto; Provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the Regulations or from liability for any breach thereof. M. Hamel-Smith & Co. 19 of 37 Trinidad and Tobago NGL Limited

20 7.02 Director s Interest in Contracts Subject to compliance with the Act, to the extent to which the same shall in any case apply, no director shall be disqualified by his office or by reason of holding any other office or place of profit under the Company or under any body corporate in which the Company shall be a shareholder or otherwise interested from entering into any contract, transaction or arrangement with the Company either as vendor, purchaser or otherwise or from being concerned or interested in any manner whatsoever in any contract, transaction or arrangement made or proposed to be entered into with the Company; nor shall any such contract, transaction or arrangement be thereby avoided; nor shall any director be liable to account to the Company for any profit arising from any such office or place of profit or realised by any such contract, transaction or arrangement Any contract entered into or action taken or omitted by or on behalf of the Company shall, if approved by a resolution of the shareholders, be deemed for all purposes to have had the prior authorization of all the shareholders The foregoing provisions of this Section shall be in amplification of and/or in addition to and not by way of limitation of or substitution for any rights, immunities or protection conferred upon any director or officer by any statute, law, matter or thing whatsoever Indemnity- Subject to the limitations contained in the Act, the Company shall indemnify each director or officer, former director or officer, or person who acts or acted at the Company's request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor, and the heirs and legal representatives of such person, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal or administrative action or proceeding to which they are made a party by reason of being or having been a director or officer of the Company or such body corporate, if: (a) (b) the person acted honestly and in good faith with a view to the best interests of the Company; and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the impugned conduct was lawful. The Company shall also indemnify such persons in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law Insurance- Subject to the limitations contained in the Act, the Company may purchase and maintain liability insurance for the benefit of any person referred to in this Section 7 against any liability incurred by him in his capacity as a director or officer of the M. Hamel-Smith & Co. 20 of 37 Trinidad and Tobago NGL Limited

21 Company or of another body corporate where he acts or acted in that capacity at the Company s request. SECTION EIGHT SHARES 8.01 Shares- (i) The Class A Shares of the Company are registered shares. Every holder of one or more Class A Shares of the Company shall be entitled, at the holder's option, to a share certificate, stating the number of Class A Shares held by such holder as shown on the share register. Share certificates shall be in such form as the Board may from time to time approve. (ii) The Class B Shares of the Company are dematerialized shares. Dematerialized shares are registered shares that have no serial number. The name of the owner as well as other identification data are recorded by the relative shareholder s Participant and the Trinidad and Tobago Central Depository Allotment of Shares- Subject to the provisions of the Act and the Articles, the Board may from time to time allot or grant options to purchase the whole or any part of the authorised and unissued shares of the Company at such times and to such persons and for such consideration as the Board shall determine, Provided That no share shall be issued until it is fully paid as provided by the Act and that the Company shall register the newly issued shares with the Trinidad and Tobago Central Depository and as may otherwise be required under the Securities Act Transfers of Shares- (i) Subject to the Act, no transfer of a Class A Share represented by a share certificate shall be registered in a share register except upon presentation of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the Board may from time to time prescribe, and upon payment of all applicable taxes and any reasonable fees prescribed by the Board and upon compliance with such restrictions on transfer as are authorised by the Articles. (ii) A transfer of one or more Class B Shares in the Company shall only be effected through crediting or debiting the securities account of the transferor and the transferee respectively in accordance with applicable laws of the Trinidad and Tobago Stock Exchange and the Trinidad and Tobago Central Depository. The owner of the shares (unless the contrary is proven) shall be the person on whose account the share is registered. The transfer of the share shall be effective with M. Hamel-Smith & Co. 21 of 37 Trinidad and Tobago NGL Limited

22 respect to the Company upon the name of the transferee being entered into the Register of Members Non-recognition of Trusts- Subject to the provisions of the Act, the Company may treat the registered owner of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share Joint Shareholders- If two or more persons are registered as joint holders of any share, the Company shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share Deceased Shareholders- In the event of the death of a holder, or of one of the joint holders, of any share, the Company shall not be required to make any entry in the share register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Company Lien for Indebtedness- If the Articles provide that the Company shall have a lien on shares registered in the name of a shareholder indebted to the Company, such lien may be enforced by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorised or permitted by law or by equity and, pending such enforcement, the Company may refuse to register a transfer of the whole or any part of such shares Conversion of Class A Shares The Holder of the Class A Shares shall have the right, at any time and from time to time, to convert all or any part of its Class A Shares into Class B Shares (as defined and with the rights and privileges as described in the restated Articles of Incorporation) by notifying the Secretary of the Company and the Registrar in writing of its intention to do so, upon which the Company and the Registrar shall amend the List of Owners to represent (i) the amount, if any, of Class A Shares to be retained by the Holder of the Class A Shares; and (ii) the amount of Class B Shares so converted to be held by NGCThe National Gas Company of Trinidad and Tobago Limited Upon a Holder of Class A Shares exercising its rights of conversion pursuant to clausesub-section , the Company and the said Holder shall cause the Class B Shares so converted to be registered with the Trinidad and Tobago Central Depository and as may otherwise be required under the Securities Act Registrar- The Board shall appoint the Trinidad and Tobago Central Depository as the registrar of the Company (the Registrar ). The Registrar shall be required to maintain a M. Hamel-Smith & Co. 22 of 37 Trinidad and Tobago NGL Limited

23 register of members of the beneficial owners of the Class B Shares of the Company and the respective Participant for each such Shareholder Replacement of Class A Share Certificate- The Board may in its discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the Board may from time to time prescribe, whether generally or in any particular ease. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] M. Hamel-Smith & Co. 23 of 37 Trinidad and Tobago NGL Limited