Mandarin Oriental International Limited
Incorporated in Bermuda with limited liability

Memorandum of Association
and Bye-Laws

JUNE 1995

Memorandum of Association
and
Bye-Laws
ofMandarin Oriental International Limited
Incorporated with limited liability in Bermuda on 9th December 1986

Certificate of Incorporation

I hereby in accordance with the provisions of section 14 of theCompanies Act, 1981, issue this Certificate of Incorporation and do
certify that on the 9th day of December 1986.
Mandarin Oriental International Limited
was registered by me in the Register maintained by me under
the provisions of the said section and that the status of the said
company is that of an exempted company.
Given under my hand this 9th day of December 1986.

Registrar of Companies

Seal ofthe Registrar ofCompanies
BermudaThe Companies Act 1981
Memorandum of Association of Company Limited by Shares (Section
7(1) and (2))

Memorandum of Association of
Mandarin Oriental International Limited(hereinafter referred to as “the Company”) (amended by resolutions
passed on 19th May 1987, 22nd October 1990 and 7th June 1993)
1.

The liability of the members of the Company is limited tothe amount (if any) for the time being unpaid on the shares
respectively held by them.

2.

We, the undersigned namely,

Bermudian
Number of
StatusShares(Yes/No) Nationality Subscribed

Name
Address
F. Timothy Parker Thirty Cedar
Avenue, Hamilton, Bermuda.

No

Canadian

1Peter Bubenzer Thirty Cedar
Avenue, Hamilton, Bermuda.

Yes

British1

Ruby L. Rawlins Thirty Cedar
Avenue, Hamilton, Bermuda.

Yes

British1

Marcia DeCouto Thirty Cedar
Avenue, Hamilton, Bermuda.

Yes

British1(i)do hereby respectively agree to take such number of sharesof the Company as may be allotted to us respectively by
the provisional directors of the Company, not exceeding thenumber of shares for which we have respectively subscribed,
and to satisfy such calls as may be made by the directors,
provisional directors or promoters of the Company in respectof the shares allotted to us respectively.
3.

The Company is to be an exempted Company as defined by
the Companies Act 1981.

4.

The Company has power to hold land situated in Bermuda
not exceedingin all, including the following
parcels:—

Not Applicable
5.

The Company does not propose to carry on business inBermuda except as provided in paragraph 7 hereof.

*6.

The authorised share capital of the Company is
US$75,000,000 divided into shares of US$0.05 each. The
minimum subscribed share capital of the Company is $12,000in the currency of the United States of America.

*Note:—The original authorised share capital of the Company was
HK$100,000 divided into 400,000 shares of HK$0.25 each and
US$1,000 divided into 10,000 shares of US$0.10 each.
(a)

The Hong Kong dollar denominated share capital wasamended as follows:—(i)

By ordinary resolution passed on 19th May 1987
it was increased to HK$375,000,000 by thecreation of 1,499,600,000 new shares of HK$0.25
each; and(ii)

By special resolution passed on 22nd October
1990, it was reduced to HK$100,000 by thecancellation of 1,499,600,000 shares of HK$0.25
each.

(iii)

By special resolution passed on 7th June 1993 allof the authorised but unissued shares of HK$0.25
each of the Company were cancelled.
(ii)

(b)

7.

The United States dollar denominated share capital wasamended as follows:—(i)

By special resolution passed on 22nd October
1990, it was reduced to nil by the cancellation of
all the shares of US$0.10 each; and(ii)

By special resolution passed on 22nd October
1990 it was increased to US$75,000,000 by thecreation of 1,500,000,000 shares of US$0.05
each.

The objects for which the Company is formed andincorporated are:—(i)

To invest the moneys of the Company in or otherwise
to acquire and hold, and to act as agents for the issueof, shares, stocks, debentures, debenture stock, scrip,
bonds, obligations, notes, securities and investments
issued or guaranteed by any company, corporation,
trust, firm or person constituted or carrying on
business in any part of the world, and in the funds orloans or other securities and investments of or issued
or guaranteed by any government, state, dominion,
public body or authority, supreme, municipal, local
or otherwise in any part of the world and to transact
all kinds of agency business and to collect debts andnegotiate loans;(ii)

To act as the holding and co-ordinating company of thegroup of companies of which the Company is for thetime being the holding company;(iii)

To carry on the business of merchants, agents, factors,
financiers, shippers, manufacturers, importers, exporters
and dealers in goods, commodities and products
whether natural or manufactured of every kind anddescription and any other trade or business whatsoever
which may seem to the Directors to be capable of being(iii)

conveniently carried on in connection or conjunction
with any business of the Company hereinbefore or
hereinafter authorised or to be expedient with a viewto rendering profitable or more profitable any of theCompany’s assets or utilising its know-how or expertise;(iv)

To acquire by purchase or otherwise, hold, sell, disposeof and deal in personal and real property of all kinds;(v)

To construct, equip, improve, alter, maintain, work,
manage, carry out or control docks, wharves, piers,
railways, tramways, watercourses, hydraulic works,
telephones, gasworks, electric works, factories,
warehouses and other buildings, works andconveniences which may seem calculated directly or
indirectly to advance the Company’s interests andto contribute to subsidise or otherwise assist or takepart in the construction, equipment, improvement,
maintenance, working, management, carrying out or
control thereof and to take any lease and enter into any
working agreement in respect thereof;(vi)

To develop, operate, advise or act as technicalconsultants to any company in any group of companiesof which the Company is for the time being the holding
company or a member and any other enterprises orbusiness incorporated or resident outside of Bermuda;(vii)

To carry on all or any of the businesses set forth inparagraphs (a) to (n) and (p) to (s) inclusive of theSecond Schedule to the Companies Act 1981 (“theAct”);
Provided that nothing in the said objects shall be taken
as enabling the Company to make any acquisition,
take any action or engage in or carry on any businessprecluded by Section 129 of the Act, the objects
specified in the different paragraphs of this Clause shallnot, except where the context expressly so requires,be in any way limited or restricted by reference to or
inference from the terms of any other paragraph or thename of the Company, but may be carried out in as fulland ample a manner and shall be construed in as widea sense as if each of the said paragraphs defined theobjects of a separate and independent company.
(iv)

8.

The Company has the powers set out in the First Scheduleto the Companies Act 1981 (excluding the power set out inparagraph 1 thereof) and the additional powers set out in the
Schedule annexed hereto provided that nothing in the said
powers shall be taken as enabling the Company to makeany acquisition, take any action or engage in or carry on any
business precluded by Section 129 of the said Act.

9.

The Chairman for the time being of Jardine Matheson
Holdings Limited, or any Director of the Company fromtime to time nominated by him, shall be the Permanent andManaging Director of the Company. Any such nomination
shall be by notice in writing and delivered to the Company at
its registered office and the Chairman of Jardine Matheson
Holdings Limited shall, by like notice, have power to revoke orvary any such nomination.

Signed by each subscriber in the presence of at least one witness
attesting the signature thereof:—
F. Timothy Parker

Sheila MoranPeter Bubenzer

Sheila Moran

R.L. Rawlins

Sheila Moran

Marcia DeCouto

Sheila Moran(Subscribers)(Witnesses)

Subscribed this 3rd day of December, 1986(v)

The Schedule(referred to in Clause 8 of the Memorandum of Association)a)

To subscribe, underwrite, purchase, or otherwise acquire,
and to hold, dispose of, and deal with, any shares or othersecurities or investments of any nature whatsoever, and any
options or rights in respect thereof, and to buy and sell foreignexchange.

b)

To draw, make, accept, endorse, discount, negotiate, execute,and issue, and to buy, sell and deal with bills of exchange,
promissory notes, and other negotiable or transferable
instruments or securities.

c)

To purchase, or otherwise acquire for any estate or interest
any property or assets or any concessions, licences, grants,
patents, trade marks, copyrights or other exclusive or
nonexclusive rights of any kind and to develop and turn toaccount and deal with the same in such manner as may bethought fit and to make experiments and tests and to carry on
all kinds of research work.

d)To borrow and raise money and to secure or discharge any
debt or obligation of or binding on the Company in suchmanner as may be thought fit and in particular by mortgages
and charges upon all or any part of the undertaking, property
and assets (present and future) and the uncalled capital of
the Company, or by the creation and issue of debentures,
debenture stock or other securities of any description.

e)

To advance, lend or deposit money or give credit to or withany company, firm or person on such terms as may bethought fit and with or without security.

f)

To guarantee or give indemnities or provide security, whether
by personal covenant or by mortgage or charge or otherwise
howsoever upon all or any part of the undertaking, property
and assets (present and future) and the uncalled capital of theCompany, or by all or any such methods, for the performanceof any contracts or obligations, and the payment andrepayment of capital or principal (together with any premium)and dividends or interests on any shares, debentures or othersecurities, of any person, firm or company including (without(vi)

limiting the generality of the foregoing) any company which
is for the time being a holding company of the Company
or another subsidiary of any such holding company or isassociated with the Company in business, and to undertakeand execute trusts of all kinds.
g)

To issue any securities which the Company has power toissue for any other purpose by way of security or indemnity
or in satisfaction of any liability undertaken or agreed to beundertaken by the Company.

h)To remunerate any person or company for services renderedin placing or assisting to place or guaranteeing the placing of
any of the shares of the Company’s capital or any debenturesor other securities of the Company, or in or about theformation or promotion of the Company or the conduct of its
business.

i)

To sell, lease, grant licences, easements and other rights
over, and in any other manner deal with or dispose of, theundertaking, property, assets, rights and effects of theCompany or any part thereof for such consideration as may
be thought fit, and in particular for shares or other securities,
whether fully or partly paid.

j)

To amalgamate, unite and absorb into the Company anyother company or association or the members of any othercompany or association wherever formed having objects
similar, analogous or subsidiary to any of the objects ofthis Company or carrying on any business capable of being
conducted so as directly or indirectly to benefit the Company
and to form, promote, establish and bring out, join and assist
in the formation or establishment of any such company
or association and to acquire, hold and deal with sharesor interests therein and to sell, lease, grant licences of or
dispose of to any such other company or association or toany other person or persons all or any part of the undertaking
or property of the Company, and to accept in payment orpart payment for the same cash or shares, debenture stock,debentures or other securities of any such company or
association.

k)

To purchase or otherwise acquire shares of the Company.

(vii)

l)

To issue preference shares of the Company redeemable at theoption of the holder thereof.

m)

To establish and maintain or contribute to any pension or
superannuation funds for the benefit of, and to give or procure
the giving of donations, gratuities, pensions, allowances or
emoluments to, any individuals who are or were at any time inthe employment or service of the Company or of any company
which is its holding company or is a subsidiary of theCompany or any such holding company or otherwise is allied
to or associated with the Company, or who are or were at any
time directors or officers of the Company or of any such othercompany, and the wives, widows, families and dependants ofany such individuals; to establish and subsidise or subscribe
to any institutions, associations, clubs or funds which may beconsidered likely to benefit any such persons or to further theinterests of the Company or of any such other company; andto make payments for or towards the insurance of any such
persons.

n)

To establish and maintain, and to contribute to, any scheme
for encouraging or facilitating the holding of shares ordebentures in the Company by or for the benefit of its
employees or former employees, or those of its subsidiary or
holding company or subsidiary of its holding company, or by
or for the benefit of such other persons as may for the time
being be permitted by law, or any scheme for sharing profits
with its employees or those of its subsidiary and/or associatedcompanies, and (so far as for the time being permitted bylaw) to lend money to the Company’s employees (other thandirectors) with a view to enabling them to acquire shares in
the Company or its holding company.

(viii)

The Companies Act 1981
Company Limited by Shares

Bye-Laws of
Mandarin Oriental International Limited(Adopted by a resolution passed on 9th March 1987 and amended byresolutions passed on 27th April 1987, 22nd October 1990, 5th June
1991, 7th June 1993 and 5th June 1995)

Index to Bye-Laws

Accounts
Auditors
Authentication of documents
Capitalisation of profits andreserves
Directors
Alternate
Appointment and retirement
Committees
Executive directors(see also clause 9of the Memorandum of
Association)
Expenses
Interests in contracts
Meetings and proceedings
NumberPensions
Powersborrowing
generalQualification
Remuneration
Written resolutions
Dividends(ii)

Bye-Law No.

Page No.

131
132-135
115

57-58
58-59
47

129-130

52-57

93
84-92
102-104

36-37
33-36
42-43

82-83
79
81
94-100
75
80

32-33
30
31
37-42
30
30-31

105-106
107-111
76
77-78
101
117-128

43
44-46
30
30
42
48-52

Index to Bye-Laws

General meetings
Corporations acting byrepresentative
Notice ofProceedings at
Votes of members
Indemnity
Minutes and minute books
Notices
Preliminary
Reserves
Seal
Secretary
Share capital
Consolidation/subdivision
etc.
Increase
Reduction
Variation of rights
SharesCalls onCertificates (see also
Bye-Law 114)
Equitable interests notrecognised
Forfeiture and lien
Issue
Renunciation of allotment
Transfer
Transmission
Untraced shareholders
Winding up(iii)

Bye-Law No.

Page No.

47-48

21

74
49-51
52-62
63-73
145
136-138
139-1421-2
116
113-114
112
3

29
21-23
23-26
26-29
63
60
60-62
1-4
47-48
46-47
46
4-5

7-8
6
9
4-5

7-8
6-7
8
5-6

20-25

11-12

15-19

9-11

14
26-34
10-12
13
35-42
43-45
46
143-144

9
12-15
8-9
9
15-18
18-19
19-20
62-63

Preliminary
1.

In these presents (if not inconsistent with the subject orcontext) the words and expressions set out in the firstcolumn below shall bear the meanings set opposite to them
respectively:—Act

the Companies Act 1981 (as amended
from time to time).

Statutes

the Act and every other act (asamended from time to time) for thetime being in force of the Legislatureof the Islands of Bermuda applying
to or affecting the Company, theMemorandum of Association and/orthese presents.

these presents

these Bye-Laws as from time to timealtered.

Officethe registered office of the Company forthe time being.

Head Officesuch office of the Company as the
Directors may from time to time
determine to be the principal office of
the Company.

Transfer Office

the place where the Register ofMembers is situate for the time being.

—1—Registration
Officein respect of any class of share capital,such place or places in the Relevant
Territory or elsewhere where the
Directors from time to time determine tokeep a branch register of shareholders
in respect of that class of share capital
and/or where (except in cases where
the Directors otherwise agree) transfers
or other documents of title for suchclass of share capital are to be lodged
for registration.

Relevant
Territory

such territory as the Directors may fromtime to time decide where the issued
ordinary share capital of the Company
is listed on a stock exchange in suchterritory.

Memberas defined in the Statutes and referencein these presents to a shareholder
shall be construed as if they werereferences to a Member.

Seal

any Common Seal of the Company.

US$

United States dollars or such othercurrency being the legal currency forthe time being of the United States ofAmerica.

appointed
newspaperas defined in the Statutes.

monthcalendar month.

year

calendar year.

in writing

written or produced by any substitutefor writing or partly one and partly
another.

paid

paid or credited as paid.

—2—

The expressions “debenture ” and “debenture holder ” shallrespectively include “debenture stock ” and “debenture
stockholder ”.
The expressions “holding company ” and “subsidiary ” shallhave the meanings ascribed to them by the Companies Act
1981.
The expression “Secretary ” shall include any person,
including an Assistant or Deputy Secretary, appointed by the
Directors to perform any of the duties of the Secretary andwhere two or more persons are appointed to act as Joint
Secretaries shall include any one of those persons.
All of the provisions of these presents that are applicable topaid-up shares shall apply to stock, and the words “share ”
and “shareholder ” shall be construed accordingly.
All references, in the Memorandum of Association and thesepresents, to “shares” shall, unless expressly stated otherwiseor the subject or context otherwise requires, be construed
as referring to all classes of share capital then in existence,and “share capital” and “shareholder” shall be construed
accordingly.
Words denoting the singular shall include the plural andvice versa. Words denoting the masculine shall include thefeminine. Words denoting persons shall include corporations.
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.
Subject as aforesaid, and for the definition of “attorney ”,
any words or expressions defined in the Act shall (if notinconsistent with the subject or context) bear the same
meanings in these presents.
A resolution shall be a Special Resolution when it has
been passed by a majority of not less than three-fourthsof the votes cast by such Members as, being entitled so
to do, vote in person or, in the case of such Members
as are corporations, by their respective duly authorised—3—

representative or, where proxies and attorneys are allowed,
by proxy or by attorney at a general meeting of which notless than 21 days’ notice, specifying (without prejudice to thepower contained in these presents to amend the same) the
intention to propose the resolution as a special resolution, hasbeen duly given. Provided that, if it is so agreed by a majority
in number of the Members having a right to attend and vote at
any such meeting, being a majority together holding not lessthan 95 per cent in nominal value of the shares giving thatright, a resolution may be proposed and passed as a Special
Resolution at a meeting of which less than 21 days’ notice has
been given.
A resolution shall be an Ordinary Resolution when it has
been passed by a simple majority of the votes cast by such
Members as, being entitled so to do, vote in person or, inthe case of any Member being a corporation, by its duly
authorised representative or, where proxies and attorneys areallowed, by proxy or by attorney at a general meeting held inaccordance with these presents.
A Special Resolution shall be effective for any purpose forwhich an Ordinary Resolution is expressed to be required
under any provision of these presents or the Statutes.
2.

Without prejudice to any other requirements of the Statutes, aSpecial Resolution shall be required to alter the provisions of
the Memorandum of Association, to approve any amendmentof these presents or to change the name of the Company.

Share Capital
3.

(A)

The share capital of the Company is divided into sharesof US$0.05 each.

(B)

The power contained in the Memorandum of Association
for the Company to purchase or otherwise acquire its
shares shall be exercisable by the Directors upon suchterms and subject to such conditions as they think fit.

(C)

(i)

The Company may give financial assistance onsuch terms as the Directors think fit to Directors
and bona fide employees of the Company,
its subsidiaries, any holding company of the—4—Company, and/or any subsidiary of any suchholding company in order that they may buy
shares (fully or partly paid) in the Company or any
holding company of the Company and such terms
may include a reference that, when a director
ceases to be a director of, or an employee ceases
to be employed by, the Company or such othercompany, shares bought with such financial
assistance shall or may be sold to the Company
or such other company on such terms as the
Directors think fit.
(ii)

The Company may, in accordance with any
scheme for the time being in force and approvedby the Members in general meeting, provide
money or other financial assistance direct orindirect for the purpose of or in connection withthe purchase of, or subscription for, fully or partly
paid shares in the Company, or any holding
company of the Company, being a purchase ofsubscription by a trustee of or for shares to beheld by or for the benefit of employees of theCompany, its subsidiaries, any holding companyof the Company and/or any subsidiary of any suchholding company including a director holding asalaried employment or office with or in any suchcompany and so that the residual beneficiary of
any such trust may be or include a charitableobject.

Variation of Rights
4.

Whenever the share capital of the Company is divided into
different classes of shares, the special rights attached to anyclass may, subject to the provisions of the Statutes, be variedor abrogated by Special Resolution either with the consent
in writing of the holders of three-quarters in nominal valueof the issued shares of the class or with the sanction of aSpecial Resolution passed at a separate General Meeting of
the holders of the shares of the class (but not otherwise) and—5—

may be so varied or abrogated either whilst the Company is agoing concern or during or in contemplation of a winding-up.
Subject to any special rights or restrictions attached to anyclass of shares, to every such separate General Meeting all
the provisions of these presents relating to General Meetingsof the Company and to the proceedings thereat shall mutatis
mutandis apply, except that the necessary quorum shallbe two persons at least holding or representing by proxyone-third in nominal value of the issued shares of the class(but so that at any adjourned meeting any two or more holdersof shares of the class present in person (or, in the case ofa holder being a corporation, present by its duly authorised
representative) or by proxy or by attorney shall be a quorum)and that any holder of shares of the class present in person(or, in the case of a holder being a corporation, present by
its duly authorised representative) or by proxy or by attorney
may demand a poll and that every such holder shall on apoll have one vote for every share of the class held by him.
The foregoing provisions of this Bye-Law shall apply to thevariation or abrogation of the special rights attached to someonly of the shares of any class as if each group of sharesof the class differently treated formed a separate class the
special rights whereof are to be varied.
5.

The special rights attached to any class of shares having
preferential rights shall not, unless otherwise expressly
provided by the terms of issue thereof, be deemed to bevaried by the creation or issue of further shares ranking as
regards participation in the profits or assets of the Company
in some or all respects pari passu therewith but in no respectin priority thereto.

Alteration of Share Capital
6.

The Company may from time to time by Ordinary Resolution
increase its capital by such sum to be divided into shares ofsuch class or classes and of such amounts in United States—6—

dollars as the resolution shall prescribe. All new shares shallbe subject to the provisions of these presents with reference
to allotment, payment of calls, lien, transfer, transmission,
forfeiture and otherwise.
7.

8.

The Company may by Ordinary Resolution:—(a)consolidate and divide all or any of its share capital intoshares of larger amount than its existing shares;(b)

divide its shares into several classes and attach thereto
respectively any preferential, deferred, qualified or
special rights, privileges or conditions;(c)sub-divide its shares, or any of them, into shares ofsmaller amount than is fixed by the Memorandum of
Association (subject, nevertheless, to the provisions of
the Statutes) and so that the resolution whereby any
share is sub-divided may determine that, as between theholders of the shares resulting from such sub-division,
one or more of the shares may, as compared with theothers, have any such preferred, deferred or otherspecial rights, or be subject to any such restrictions, as
the Company has power to attach to unissued or new
shares;(d)make provision for the issue and allotment of shares
which do not carry any voting rights;(e)cancel any shares which, at the date of the passingof the resolution, have not been taken or agreed to betaken by any person, and diminish the amount of its
share capital by the amount of the shares so cancelled.

Upon any consolidation of fully paid shares into shares oflarger amount, the Directors may settle any difficulty which
may arise with regard thereto and in particular may as
between the holders of shares so consolidated determine
which shares are consolidated into each consolidated shareand in the case of any shares registered in the name of
one holder (or joint holders) being consolidated with shares—7—

registered in the name of another holder (or joint holders) may
make such arrangements for the allocation, acceptance orsale of the consolidated share and for the distribution of any
moneys received in respect thereof as may be thought fit andfor the purpose of giving effect thereto may appoint someperson to transfer the consolidated share or any fractions
thereof to the appropriate person and to receive the purchaseprice thereof, and any transfer executed in pursuance thereof
shall be effective and after such transfer has been registered
no person shall be entitled to question its validity.
9.

Subject to any authorisation or consent required by law, theCompany may by Special Resolution reduce its share capitalor any share premium account or other undistributable reservein any manner permitted by law.

Shares10.

Without prejudice to any special rights previously conferred on
the holders of any shares or class of shares for the time being
issued, any share in the Company may be issued with suchpreferred, deferred, qualified or other special rights, privilegesor conditions, or subject to such restrictions, whether as
regards dividend, return of capital, voting or otherwise, as the
Directors may determine, or as the Company may from time
to time by Ordinary Resolution determine, and, subject to theprovisions of the Statutes, the Company may issue any shares
which are, or at the option of the Company are liable, to beredeemed.

11.

All unissued shares shall be at the disposal of the Directors
and they may allot (with or without conferring a right ofrenunciation), grant options over or otherwise dispose ofthem to such persons, at such times and on such terms as
they think proper but so that no shares shall be issued at a
discount. The Directors shall, as regards any offer or allotmentof shares, comply with the provisions of the Statutes, if andso far as such provisions may be applicable thereto. Neither
the Company nor the Directors shall be obliged, when making
or granting any allotment of, offer of, option over or disposalof shares, to make, or make available, any such offer, option—8—

or shares to shareholders of others with registered addresses
in any particular territory or territories being a territory or
territories where, in the absence of a registration statement orother special formalities, this would or might, in the opinionof the Directors, be unlawful or impracticable. Shareholders
affected as a result of the foregoing sentence shall not be,
or be deemed to be, a separate class of shareholders for any
purpose whatsoever.
12.

The Company may exercise the powers of paying commissions
conferred by the Statutes to the full extent thereby permitted
on the issue of shares but no commission shall exceed 10
per cent. of the issue price of the shares concerned. The
Company may also on any issue of shares pay such brokerageas may be lawful.

13.

The Directors may at any time after the allotment of any
shares, but before any person has been entered in theRegister of Members as the holder, recognise a renunciation
thereof by the allottee in favour of some other person andmay accord to any allottee of a share a right to effect such
renunciation upon and subject to such terms and conditions
as the Directors may think fit to impose.

14.

Except as required by applicable law, no person shall berecognised by the Company as holding any share upon any
trust, and the Company shall not be bound by or compelledin any way to recognise any equitable, contingent, future or
partial interest in any share, or any interest in any fractionalpart of a share, or (except only as by these presents or by
applicable law otherwise provided or under an order of a
Court of competent jurisdiction) any other right in respect ofany share, except an absolute right to the entirety thereof in
the registered holder.

Share Certificates
15.

Every share certificate shall be issued under the Seal andshall specify the number and class of shares to which it
relates and the amount paid up thereon. No certificate shall—9—

be issued representing shares of more than one class.
Provided that it shall not be necessary to issue under the
Seal share certificates issued in global form, in such form as
shall have been approved by the Directors, to the nominee ofany depositary for any settlement system in which the sharesare held from time to time including, without limitation, for
the Euroclear system or the system operated by Centrale deLivraison de Valeurs Mobilières S.A. or the Central Depository
System of The Central Depository (Pte) Limited.
16.

In the case of a share held jointly by several persons theCompany shall not be bound to issue more than one certificate
therefor and delivery of a certificate to one of the joint holders
shall be sufficient delivery to all.

17.

Any person (subject as aforesaid) whose name is enteredin the Register of Members in respect of any shares of any
one class upon the issue or transfer thereof shall be entitledwithout payment to one certificate therefor (in the case ofissue) within two months (or such longer period as the termsof issue shall provide) after allotment or (in the case of atransfer) within two months after lodgment of a transfer.

18.

Where some only of the shares comprised in a sharecertificate are transferred the old certificate shall be cancelled
and a new certificate for the balance of such shares issued inlieu without charge. Provided that in relation to any certificatesissued in global form, as described in Bye-Law 15, it shallnot be necessary to cancel the old certificate which may beendorsed with a notation, as approved by the Directors, toreflect the transfer of shares comprised therein.

19.

(A)

Any two or more certificates representing shares of any
one class held by any Member may at his request be
cancelled and a single new certificate for such sharesissued in lieu without charge.

(B)

If any Member shall surrender for cancellation ashare certificate representing shares held by him andrequest the Company to issue in lieu two or more—10—

share certificates representing such shares in suchproportions as he may specify, the Directors may, if
they think fit, comply with such request subject to thepayment of such sum for every certificate after the first,
as the Directors shall from time to time determine.
(C)

If a share certificate shall be damaged or defacedor alleged to have been lost, stolen or destroyed, a
new certificate representing the same shares may
be issued to the holder upon request without charge(apart from any exceptional out-of-pocket expensesof the Company in connection with the request as the
Directors may think fit) subject to delivery up of theold certificate or (if alleged to have been lost, stolen
or destroyed) compliance with such conditions as toevidence and indemnity as the Directors may think fit.

(D)

In the case of shares held jointly by several persons
any such request may be made by any one of the joint
holders.

Calls on Shares
20.

The Directors may from time to time make calls upon theMembers in respect of any moneys unpaid on their shares(whether on account of the nominal value of the shares or,when permitted, by way of premium) but subject always to theterms of issue of such shares. A call shall be deemed to havebeen made at the time when the resolution of the Directors
authorising the call was passed and may be made payable byinstalments.

21.

Each Member shall (subject to receiving at least fourteen days’
notice specifying the time or times and place of payment) pay
to the Company at the time or times and place so specified
the amount called on his shares. The joint holders of a share
shall be jointly and severally liable to pay all calls in respect
thereof. A call may be revoked or postponed as the Directors
may determine.

—11—

22.

If a sum called in respect of a share is not paid before or on
the day appointed for payment thereof, the person from whom
the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment
at such rate (not exceeding 10 per cent per annum) as the
Directors determine, but the Directors shall be at liberty in any
case or cases to waive payment of such interest wholly or in
part.

23.

Any sum (whether on account of the nominal value of theshare or by way of premium) which by the terms of issue of ashare becomes payable upon allotment or at any fixed dateshall for all the purposes of these presents be deemed to be acall duly made and payable on the date on which by the termsof issue the same becomes payable. In case of non-payment
all the relevant provisions of these presents as to payment ofinterest and expenses, forfeiture or otherwise shall apply as if
such sum had become payable by virtue of a call duly madeand notified.

24.

The Directors may make arrangements on the issue of sharesfor a difference between the Members in the amounts andtimes of payment of calls on their shares.

25.

The Directors may if they think fit accept from any Member
willing to advance the same all or any part of the moneys(whether on account of the nominal value of the shares or by
way of premium) uncalled and unpaid upon the shares heldby him and such payment in advance of calls shall extinguishpro tanto the liability upon the shares in respect of which it ismade and upon the money so received (until and to the extent
that the same would but for such advance become payable)
the Company may pay interest at such rate (not exceeding 10
per cent per annum) as the Member paying such sum and the
Directors may agree.

Forfeiture and Lien
26.

If a Member fails to pay in full any call or instalment of a callon the due date for payment thereof, the Directors may at any—12—time thereafter serve a notice on him requiring payment of somuch of the call or instalment as is unpaid together with any
interest which may have accrued thereon and any expenses
incurred by the Company by reason of such non-payment.
27.

The notice shall name a further day (not being less than sevendays from the date of service of the notice) on or before which
and the place where the payment required by the notice is to
be made, and shall state that in the event of non-payment inaccordance therewith the shares on which the call has been
made will be liable to be forfeited.

28.

If the requirements of any such notice as aforesaid are notcomplied with, any share in respect of which such notice has
been given may at any time thereafter, before payment of all
calls and interest and expenses due in respect thereof has
been made, be forfeited by a resolution of the Directors tothat effect. Such forfeiture shall include all dividends declared
in respect of the forfeited share and not actually paid before
forfeiture. The Directors may accept a surrender of any share
liable to be forfeited hereunder.

29.

A share so forfeited or surrendered shall become the propertyof the Company and may be sold, re-allotted or otherwise
disposed of either to the person who was before suchforfeiture or surrender the holder thereof or entitled thereto
or to any other person upon such terms and in such manneras the Directors shall think fit and at any time before a sale,
re-allotment or disposition the forfeiture or surrender may
be cancelled on such terms as the Directors think fit. The
Directors may, if necessary, authorise some person to transfer
a forfeited or surrendered share to any such other person as
aforesaid.

30.

A Member whose shares have been forfeited or surrenderedshall cease to be a Member in respect of the shares but shallnotwithstanding the forfeiture or surrender remain liable to pay
to the Company all moneys which at the date of forfeiture or
surrender were presently payable by him to the Company inrespect of the shares with interest thereon at 10 per cent per—13—

annum (or such lower rate as the Directors may determine)from the date of forfeiture or surrender until payment and the
Directors may at their absolute discretion enforce payment
without any allowance for the value of the shares at the timeof forfeiture or surrender or waive payment in whole or in part.
31.

The Company shall have a first and paramount lien on every
share (not being a fully paid share) for all moneys (whether
presently payable or not) called or payable at a fixed timein respect of such share and the Company shall also have afirst and paramount lien on every share (not being a fully paid
share) standing registered in the name of a single Member for
all the debts and liabilities of such Member or his estate to theCompany whether the same shall have been incurred before
or after notice to the Company of any equitable or otherinterest of any person other than such Member and whether
the period for the payment or discharge of the same shallhave actually arrived or not and notwithstanding that the same
are joint debts or liabilities of such Member or his estate andany other person, whether a Member of the Company or not.
The Directors may waive any lien which has arisen and may
resolve that any share shall for some limited period be exempt
wholly or partially from the provisions of this Bye-Law.

32.

The Company may sell in such manner as the Directors think
fit any share on which the Company has a lien, but no saleshall be made unless some sum in respect of which the lien
exists is presently payable nor until the expiration of fourteendays after a notice in writing stating and demanding paymentof the sum presently payable and giving notice of intention tosell in default shall have been given to the holder for the time
being of the share or the person entitled thereto by reason of
his death or bankruptcy.

33.

The net proceeds of such sale after payment of the costsof such sale shall be applied in or towards payment or
satisfaction of the debts or liabilities in respect whereof
the lien exists so far as the same are then payable and any
residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale)—14—

be paid to the person entitled to the shares at the time of thesale. For the purpose of giving effect to any such sale the
Directors may authorise some person to transfer the shares
sold to the purchaser.
34.

A statutory declaration in writing that the declarant is a
Director or the Secretary of the Company and that a sharehas been duly forfeited or surrendered or sold to satisfy a lienof the Company on a date stated in the declaration shall beconclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the share. Such declarationand the receipt of the Company for the consideration (ifany) given for the share on the sale, re-allotment or disposal
thereof together with the share certificate delivered to apurchaser or allottee thereof shall (subject to the execution ofa transfer if the same be required) constitute a good title to theshare and the person to whom the share is sold, re-allotted or
disposed of shall be registered as the holder of the share andshall not be bound to see to the application of the purchasemoney (if any) nor shall his title to the share be affected byany irregularity or invalidity in the proceedings relating to
the forfeiture, surrender, sale, re-allotment or disposal of theshare.

Transfer of Shares
35.

All transfers of shares may be effected by transfer in writing in
any usual or common form or in any other form acceptable to
the Directors and need not be under seal. The instrument oftransfer shall be signed by or on behalf of the transferor andby or on behalf of the transferee, provided that the Directors
may dispense with the execution of the instrument of transfer
by the transferee in any case in which they think fit in theirdiscretion so to do. The transferor shall remain the holderof the shares concerned until the name of the transferee isentered in the Register of Members in respect thereof.

36.

(A)

The Directors may, in their absolute discretion, at any
time and from time to time transfer any share upon theregister of Members to any branch register or any share—15—

on any branch register to the Register of Members or
any other branch register.
(B)

Unless the Directors otherwise agree (which agreement
may be on such terms and subject to such conditions
as the Directors in their absolute discretion may fromtime to time stipulate, and which agreement they shall,
without giving any reason therefor, be entitled in theirabsolute discretion to give or withhold) no shares upon
the Register of Members shall be transferred to any
branch register nor shall shares on any branch registerbe transferred to the Register of Members or any otherbranch register and all transfers and other documentsof title shall be lodged for registration, and registered,in the case of any shares on a branch register, at therelevant Registration Office, and, in the case of any
shares on the Register of Members, at the Transfer
Office.

37.

The registration of transfers may be suspended at such times
and for such periods as the Directors may from time to time
determine and either generally or in respect of any class ofshares. The Register of Members shall not be closed for morethan thirty days in any year.

38.

The Directors may in their absolute discretion and without
assigning any reason therefor refuse to register any transferof shares (not being fully paid shares) and they may, without
prejudice to the generality of the foregoing, refuse to register
any transfer of shares on which the Company has a lien. The
Directors may also refuse to register a transfer of shares(whether fully paid or not) in favour of more than four persons
jointly. If the Directors refuse to register a transfer theyshall within two months after the date on which the transfer
was lodged with the Company send to the transferor andtransferee notice of the refusal.

39.

The Directors may decline to recognise any instrumentof transfer unless the instrument of transfer is in respectof only one class of share and is lodged at the relevant—16—Registration Office, or as the case may be, the Transfer Office,accompanied by the relevant share certificate(s) and suchother evidence as the Directors may reasonably require toshow 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).
40.

All instruments of transfer which are registered may beretained by the Company and any instrument of transfer which
the Directors refuse to register shall (except in the case of
fraud) be returned to the person depositing the same.

41.

Except to such extent as the rules of the stock exchanges
on which the Company’s shares are listed from time totime permit (and, in such case, such sum in such currency
as the Directors may determine), the Company may not
require the payment of a fee in respect of the registrationof any instrument of probate or letters of administration orconfirmation as executor or certificate of marriage or death orstop notice or power of attorney or other document relating toor affecting the title to any shares (other than an instrument oftransfer) or otherwise for making any entry in the Register ofMembers affecting the title to any shares.

42.

Subject as required by any applicable law, the Company
shall be entitled to destroy all instruments of transfer whichhave been registered at any time after the expiration of six
years from the date of registration thereof and all dividend
mandates and notifications of change of address at any timeafter 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, and it shall conclusively be presumed
in favour of the Company that every entry in the Registerof Members and in any branch register purporting to havebeen made on the basis of an instrument of transfer or otherdocument so destroyed was duly and properly made and every
instrument of transfer so destroyed was a valid and effective
instrument duly and properly registered and every share—17—certificate so destroyed was a valid and effective certificate
duly and properly cancelled and every other document
hereinbefore mentioned so destroyed was a valid and effective
document in accordance with the recorded particulars thereofin the books or records of the Company.
Provided always that:—(a)the provisions aforesaid shall apply only to thedestruction of a document in good faith and without
notice of any claim (regardless of the parties thereto) towhich the document might be relevant;(b)

nothing herein contained shall be construed as
imposing upon the Company any liability in respect ofthe 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 Bye-Law;(c)references herein to the destruction of any document
include references to the disposal thereof in any
manner.

Transmission of Shares
43.

In case of the death of a shareholder, the survivor or survivors
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 theCompany as having any title to the shares, but nothing inthis Bye-Law shall release the estate of a deceased holder(whether sole or joint) from any liability in respect of any shareheld by him.

44.

Any person becoming entitled to a share in consequenceof the death or bankruptcy of a Member may (subject ashereinafter provided) upon supplying to the Company such
evidence as the Directors may reasonably require to show histitle to the share either be registered himself as holder of theshare upon giving to the Company notice in writing, at (unlessthe Directors otherwise agree) the Registration Office, of suchhis desire or transfer such shares to some other person. All—18—

the limitations, restrictions and provisions of these presents
relating to the right to transfer and the registration of transfersof shares shall be applicable to any such notice or transfer as
aforesaid as if the death or bankruptcy of the Member had notoccurred and the notice or transfer were a transfer executedby such Member.
45.

Save as otherwise provided by or in accordance withthese presents, a person becoming entitled to a share inconsequence of the death or bankruptcy of a Member (uponsupplying to the Company such evidence as the Directors
may reasonably require to show his title to the share) shall beentitled to the same dividends and other advantages as thoseto which he would be entitled if he were the registered holderof the share except that he shall not be entitled in respect
thereof to exercise any right conferred by membership in
relation to meetings of the Company until he shall have beenregistered as a Member in respect of the share.

Untraced Shareholders
46.

(A)

The Company shall be entitled to sell the shares of a
Member or the shares to which a person is entitled byvirtue of transmission on death or bankruptcy if andprovided that:—(i)during the period of 12 years prior to the dateof the publication of the advertisements referred
to in paragraph (ii) below (or, if published on
different dates, the later thereof) all warrants andcheques in respect of the shares in question sentin the manner authorised by these presents haveremained uncashed;(ii)

the Company shall on expiry of the said periodof 12 years have inserted advertisements, in an
appointed newspaper, a newspaper circulating in
the Relevant Territory and a newspaper circulating—19—

in the area of the address at which service ofnotices upon such Member or other person may
be effected in accordance with these presents,
giving notice of its intention to sell the said
shares;

(B)

(iii)

during the said period of 12 years and the periodof three months following the publication of thesaid advertisements the Company shall havereceived indication neither of the whereabouts norof the existence of such Member or person; and(iv)

notice shall have been given to each stock
exchange on which any of the shares of theCompany are (with the consent of the Company)
for the time being listed.

To give effect to any such sale, the Company may
appoint any person to execute as transferor an
instrument of transfer of the said shares and such
instrument of transfer shall be as effective as if it had
been executed by the registered holder of, or person
entitled by transmission to, such shares and the title ofthe transferee shall not be affected by any irregularity
or invalidity in the proceedings relating thereto. The net
proceeds of sale shall belong to the Company whichshall, subject as set out below, be obliged to account to
the former Member or other person previously entitled
as aforesaid for an amount equal to such proceeds andshall enter the name of such former Member or otherperson in the books of the Company as a creditor forsuch amount. No trust shall be created in respect of thedebt, no interest shall be payable in respect of the sameand the Company shall not be required to account forany money earned on the net proceeds, which may be
employed in the business of the Company or invested
in such investments as the Directors may from time totime think fit. Any such debt unclaimed after a periodof 12 years from the date of sale of the relevant sharesshall become irrecoverable and the Company may thenor at any time thereafter cease to include in its books ofaccount any provision in respect of any such debt.

—20—

General Meetings
47.

An Annual General Meeting shall be held once in every year,
at such time (within a period of not more than fifteen months
after the holding of the last preceding Annual General Meeting)and place as may be determined by the Directors. All other
General Meetings shall be called Special General Meetings.
General Meetings may be held in such place or places in theworld as the Directors may from time to time determine.

48.

The Directors may whenever they think fit, and shall on
requisition in accordance with the Statutes, proceed withproper expedition to convene a Special General Meeting at
such time and place as they may determine.

Notice of General Meetings
49.

An Annual General Meeting and any Special General Meetingat which it is proposed to pass a Special Resolution shall becalled by twenty-one days’ notice in writing at the least andany other Special General Meeting by fourteen days’ noticein writing at the least. The period of notice shall in each casebe exclusive of the day on which it is served or deemed to beserved and inclusive of the day on which the meeting is to beheld and shall be given in the manner hereinafter mentioned to
all Members other than such as are not under the provisionsof these presents entitled to receive such notices from theCompany. Provided that a General Meeting, notwithstandingthat it has been called by a shorter notice than that specified
above, shall be deemed to have been duly called if it is soagreed:—(a)in the case of an Annual General Meeting, by all theMembers entitled to attend and vote thereat; and(b)in the case of a Special General Meeting, by a majority
in number of the Members having a right to attend andvote thereat, being a majority together holding not lessthan 95 per cent in nominal value of the shares givingthat right.

—21—

Provided also that the accidental omission to give notice to or
the non-receipt of notice by any person entitled thereto shallnot invalidate the proceedings at any General Meeting.
50.

51.

(A)

Every notice calling a General Meeting shall specify theplace and the day and hour of the meeting, and there
shall appear with reasonable prominence in every such
notice a statement that a Member entitled to attend andvote is entitled to appoint a proxy or proxies to attend
and vote instead of him and that a proxy need not be a
Member of the Company. Where more than one proxyis appointed the instrument appointing each proxy shallspecify the number of shares in respect of which suchproxy is given.

(B)

In the case of an Annual General Meeting, the notice
shall also specify the meeting as such.

(C)

In the case of any General Meeting at which businessother than routine business is to be transacted, thenotice 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.

Routine business shall mean and include only business
transacted at an Annual General Meeting of the followingclasses, that is to say:—(a)declaring dividends;(b)receiving and/or adopting the accounts, the reportof the Auditors and other documents required to be
attached or annexed to the accounts;(c)electing or re-electing Directors to fill vacancies arisingat the meeting on retirement, whether by rotation orotherwise;(d)re-appointing the retiring Auditors (unless they were last
appointed otherwise than by the Company in General
Meeting);(e)fixing the remuneration of the Auditors or determining
the manner in which such remuneration is to be fixed;
—22—

(f)

voting the remuneration or extra remuneration of the
Directors.

Proceedings at General Meetings
52.

The Chairman of the Directors, failing whom the Deputy
Chairman, shall preside as chairman at a General Meeting.
If there be no such Chairman or Deputy Chairman or if at
any meeting neither be present within five minutes after thetime appointed for holding the meeting and willing to act, theDirectors present shall choose one of their number (or, if no
Director be present or if all the Directors present decline totake the chair, the Members present shall choose one of their
number) to be chairman of the meeting. The provisions of ByeLaw 100(C) shall apply mutatis mutandis to General Meetings.

53.

No business other than the appointment of a chairman shallbe transacted at any General Meeting unless a quorum ispresent at the time when the meeting proceeds to business.
Three Members present in person (or, in the case of a Member
being a corporation, by its duly authorised representative) orby proxy or by attorney and entitled to vote shall be a quorum
for all purposes.

54.

If within fifteen minutes from the time appointed for a General
Meeting (or such longer interval as the chairman of themeeting may think fit to allow) a quorum is not present, themeeting, if convened on the requisition of Members shallbe dissolved. In any other case it shall stand adjourned tosuch other day and such time and place as may have been
specified for the purpose in the notice convening the meetingor (if not so specified) as the chairman of the meeting may
determine and in the latter case not less than seven days’
notice of the adjourned meeting shall be given in like manneras in the case of the original meeting. At the adjourned
meeting any two Members present in person (or, in the caseof a Member being a corporation, by its duly authorised
representative) or by proxy or by attorney shall be a quorum.

55.

The chairman of any General Meeting at which a quorum ispresent may with the consent of the meeting (and shall if so—23—

directed by the meeting) adjourn the meeting from time to time(or sine die) and from place to place, but no business shall betransacted at any adjourned meeting except business whichmight lawfully have been transacted at the meeting from which
the adjournment took place. Where a meeting is adjournedsine die, the time and place for the adjourned meeting shall be
fixed by the Directors. When a meeting is adjourned for thirtydays or more or sine die, not less than seven days’ notice of
the adjourned meeting shall be given in like manner as in thecase of the original meeting.
56.

Save as hereinbefore expressly provided, it shall not benecessary to give any notice of an adjournment or of thebusiness to be transacted at an adjourned meeting.

57.

If an amendment shall be proposed to any resolution underconsideration but shall in good faith be ruled out of orderby the chairman of the meeting, the proceedings on thesubstantive resolution shall not be invalidated by any error insuch ruling. The chairman of the meeting may refuse to accept
any proposal to amend any resolution unless notice thereof(including the text of the proposed amendment) shall havebeen given to the Company at the Office or the Registration
Office not less than 7 clear days before the day appointed
for the meeting. In the case of a resolution duly proposed
as a Special Resolution, no amendment thereto (other thanan amendment which, in the opinion of the chairman of themeeting, does not materially alter the general nature of theSpecial Resolution or an amendment to correct a patent error)
may in any event be considered or voted upon.

58.

At any General Meeting a resolution put to the vote of themeeting shall be decided on a show of hands unless a pollis (before or on the declaration of the result of the show ofhands) demanded by:—(a)the chairman of such meeting; or(b)

not less than three Members present in person or byproxy or by attorney, or

—24—

(c)

a Member or Members present in person (or, in the caseof a Member being a corporation, by its duly authorised
representative) or by proxy or by attorney and holding
between them not less than one-tenth of the total voting
rights of all the Members having the right to vote atsuch meeting; or(d)a Member or Members present in person (or, in the caseof a Member being a corporation, by its duly authorised
representative) or by proxy or by attorney and holding
shares in the Company conferring a right to vote at suchmeeting, being shares on which an aggregate sum has
been paid up equal to not less than one-tenth of thetotal sum paid up on all the shares conferring that right.

59.

A demand for a poll may be withdrawn only with the approvalof the chairman of the meeting. Unless a poll is required, adeclaration by the chairman of the meeting that a resolution
has been carried, or carried unanimously, or by a particularmajority, or lost, and an entry to that effect in the minute book,shall be conclusive evidence of that fact without proof of thenumber or proportion of the votes recorded for or against
such resolution. If a poll is required, it shall be taken in suchmanner (including the use of ballot or voting papers or tickets)and at such time as the chairman of the meeting may direct,
and the result of the poll shall be deemed to be the resolutionof the meeting at which the poll was demanded. The chairmanof the meeting may (and if so directed by the meeting shallappoint scrutineers and may adjourn the meeting to someplace and time fixed by him for the purpose of declaring theresult of the poll.

60.

In the case of an equality of votes, whether on a show ofhands or on a poll, the chairman of the meeting at which theshow of hands takes place or at which the poll is demanded
shall be entitled to a second or casting vote.

61.

A poll demanded on the choice of a chairman or on a questionof adjournment shall be taken forthwith. A poll demanded on
any other question shall be taken either immediately or at such—25—

subsequent time (not being more than thirty days from thedate of the meeting) and place as the chairman may direct.
No notice need be given of a poll not taken immediately. The
demand for a poll shall not prevent the continuance of themeeting for the transaction of any business other than thequestion on which the poll has been demanded.
62.

For the purposes of section 106 of the Act, a Special
Resolution of the Company, and of any relevant class ofshareholders, shall be required to approve any amalgamationagreement as referred to in that section.

Votes of Members
63.

Subject to any special rights or restrictions as to voting
attached by or in accordance with these presents to anyclass of shares, on a show of hands every Member present inperson (or, in the case of a Member being a corporation, by its
duly authorised representative) or by proxy except in the caseof a proxy who is a director or other officer of the Company or
any of its subsidiaries (provided that no proxy may be requiredby a Member to vote on a show of hands) shall have one
vote and on a poll every Member present in person (or, in thecase of a Member being a corporation, by its duly authorised
representative) or by proxy or by attorney shall have one votefor every share of which he is the holder.

64.

In the case of joint holders of a share the vote of the senior
who tenders a vote, whether in person or by proxy, shallbe accepted to the exclusion of the votes of the other joint
holders and for this purpose seniority shall be determinedby the order in which the names stand in the Register ofMembers in respect of the share.

65.

Where a receiver or other person (by whatever name called)
has been appointed by any court claiming jurisdiction in thatbehalf to exercise powers with respect to the property oraffairs of any Member on the ground (however formulated)of mental disorder, such receiver or other person on behalf—26—

of such Member may vote in person or by proxy or by his
attorney at any General Meeting or exercise any other rightconferred by membership in relation to meetings of theCompany, upon or subject to production of such evidence of
the appointment as the Directors may require.
66.

No Member shall, unless the Directors otherwise determine, be
entitled in respect of shares held by him to vote at a General
Meeting either personally (or, in the case of a Member being a
corporation, by its duly authorised representative) or by proxyor by his attorney or to exercise any other right conferred bymembership in relation to meetings of the Company if any
call or other sum presently payable by him to the Company inrespect of such shares remains unpaid.

67.

No objection shall be raised as to the admissibility of any vote
except at the meeting or adjourned meeting at which the voteobjected to is or may be given or tendered and every vote notdisallowed at such meeting shall be valid for all purposes. Anysuch objection shall be referred to the chairman of the meeting
whose decision shall be final and conclusive. Notwithstandingthat any objection as to the admissibility of any vote shall beallowed, the resolution concerned shall not be vitiated unlessin the opinion of the chairman of the meeting the same was ofsufficient magnitude to vitiate such resolution.

68.

On a poll votes may be given either personally (or, in thecase of a Member being a corporation, by its duly authorised
representative) or by proxy or by attorney. A person entitled tomore than one vote need not use all his votes or cast all the
votes he uses in the same way.

69.

A proxy or an attorney or a representative authorised under
the provisions of Bye-Law 74 need not be a Member of theCompany.

—27—

70.

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 theappointor or his attorney duly authorised in writing; and(b)in the case of a corporation shall be either given under
its common seal or signed on its behalf by an attorneyso authorised or a duly authorised officer of thecorporation.

The Directors may, but shall not be required to, require
evidence of the authority of any such attorney or officer. The
signature on such instrument need not be witnessed. Wherean instrument appointing a proxy is signed on behalf of theappointor by an attorney, the letter or power of attorney or aduly certified copy thereof must (failing previous registration
with the Company) be lodged with the instrument of proxypursuant to the next following Bye-Law, failing which the
instrument may be treated as invalid.
71.

An instrument appointing a proxy or an attorney relating toa meeting and the power of attorney or other authority (ifany) under which it is signed, or a notarially certified copy ofsuch power or authority, must be left at such place or one ofsuch places (if any) as may be specified for that purpose in
or by way of note to or in any document accompanying thenotice convening the meeting (or, if no place is so specified,at the Registration 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 towhich it relates. Provided that an instrument of proxy or
power of attorney relating to more than one meeting (including
any adjournment thereof) having once been so delivered forthe purposes of any meeting shall not require again to bedelivered for the purposes of any subsequent meeting towhich it relates.

—28—

72.

An instrument of proxy or power of attorney relating to ameeting may be in any form which the Directors approve,
provided that an instrument of proxy shall be so worded as toenable the proxy to vote either for or against the resolutions
to be proposed at the meeting at which it is to be used.
An instrument of proxy or power of attorney relating to ameeting shall be deemed to include the right to demand or
join in demanding a poll but shall not confer any further rightto speak at the meeting, except with the permission of thechairman of the meeting.

73.

A vote cast by proxy or by attorney shall not be invalidated
by the previous death or insanity of the principal or by the
revocation of the appointment of the proxy or of the authority
under which the appointment was made, or the transfer (notat the date of the relevant meeting or adjourned meeting
being registered) of the share in respect of which the proxyor power of attorney is given, provided that no intimation inwriting of such death, insanity, revocation or transfer shallhave been received by the Company at the Registration Officeat least one hour before the commencement of the meetingor adjourned meeting or (in the case 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
74.

Any corporation which is a Member of the Company may by
resolution of its directors or other governing body authorisesuch person as it thinks fit to act as its representative at
any meeting of the Company or of any class of Members of
the Company. The person so authorised shall be entitled toexercise the same powers on behalf of such corporation as
the corporation could exercise if it were an individual Memberof the Company and such corporation shall for the purposesof these presents be deemed to be present in person at any
such meeting if a person so authorised is present thereat. Anyreference in these presents to a duly authorised representativeof a Member being a corporation shall mean a representative
authorised under the provisions of this Bye-Law.

—29—

Directors
75.

Unless otherwise determined by the Company in General
Meeting, the number of Directors shall not be less than three
and there shall be no maximum number.

76.

A Director shall not be required to hold any share of theCompany by way of qualification. A Director who is not a
Member of the Company shall nevertheless be entitled toattend and speak at General Meetings.

77.

The ordinary remuneration of the Directors shall from time totime be determined by an Ordinary Resolution of the Company
and shall (unless such resolution otherwise provides) be
divisible among the Directors as they may agree or, failingagreement. equally, except that any Director who shall holdoffice for part only of the period in respect of which such
remuneration is payable shall be entitled only to rank in such
division for a proportion of remuneration related to the period
during which he has held office.

78.

Any Director who holds any executive office (including forthis purpose the office of President, Vice President, Chairman
or Deputy Chairman whether or not such office is held in an
executive capacity), or who serves on any committee of the
Directors, or who otherwise performs services which in theopinion of the Directors are outside the scope of the ordinary
duties of a Director, may be paid such extra remuneration by
way of salary, percentage of profits, commission or otherwise
as the Directors or any duly authorised committee of the
Directors may determine.

79.

The Directors may repay to any Director all such reasonable
expenses as he may incur in attending and returning frommeetings of the Directors or of any committee of the Directors
or General Meetings or otherwise in or about the business of
the Company.

80.

(A)

The Directors may establish or concur or join withother companies (being subsidiary companies of the—30—Company or companies with which it is associated inbusiness) in establishing and making contributions outof the Company’s moneys to any schemes or funds
for providing pensions, sickness or compassionate
allowances, life assurance or other benefits for
employees (which expression as used in this andthe following paragraph shall include any Director or
ex-Director who may hold or have held any executive
office or any office of profit under the Company or anyof its subsidiary companies) and ex-employees of theCompany and their dependants or any class or classesof such person.
(B)

81.

The Directors may pay, enter into agreements to pay
or make grants of revocable or irrevocable, and either
subject or not subject to any terms or conditions,pensions or other benefits to employees andex-employees and their dependants, or to any of such
persons, including pensions or benefits additional tothose, if any, to which such employees or ex-employeesor their dependants are or may become entitled under
any such scheme or fund as mentioned in the last
preceding paragraph. Any such pension or benefit may,as the Directors consider desirable, be granted to an
employee either before and in anticipation of or upon orat any time after his actual retirement.

A Director may be party to or in any way interested in any
contract or arrangement or transaction to which the Company
is a party or in which the Company is in any way interested
and he may hold and be remunerated in respect of any
office or place of profit (other than the office of Auditor of
the Company or any subsidiary thereof) under the Company
or any other company in which the Company is in any way
interested and he (or any firm of which he is a member) may
act in a professional capacity for the Company or any suchother company and be remunerated therefor and in any suchcase as aforesaid (save as otherwise agreed) he may retain
for his own absolute use and benefit all remuneration, profits
and advantages accruing to him thereunder or in consequence
thereof.

—31—

82.

83.

(A)

Subject to the provisions of Clause 9 of theMemorandum of Association and to Bye-Law 83, theDirectors may from time to time appoint the Chairmanof the Directors to hold the office of executive Chairman
or appoint one or more of their body to be the holder of
any other executive office (including, where consideredappropriate, the office of executive President, Vice
President, Deputy Chairman or Managing or Joint
Managing or Deputy or Assistant Managing Director orsuch other office as the Directors may determine) onsuch terms and for such period as they may (subject tothe provisions of the Statutes) determine and, without
prejudice to the terms of any contract entered into inany particular case, may at any time revoke any suchappointment.

(B)

The appointment of any Director to the office ofPresident, Vice-President, Chairman or Deputy
Chairman or Managing or Joint Managing or Deputy or
Assistant Managing Director or such other office as the
Directors may determine shall automatically determine if
he ceases to be a Director but without prejudice to any
claim for damages for breach of any contract of service
between him and the Company.

(C)

The appointment of any Director to any other executive
office shall not automatically determine if he ceases
from any cause to be a Director, unless the contract orresolution under which he holds office shall expressly
state otherwise, in which event such determination
shall be without prejudice to any claim for damages forbreach of any contract of service between him and theCompany.

The Permanent and Managing Director shall have all thepowers customarily conferred on a managing director(including the power to delegate any such powers) and such
powers may not be revoked, withdrawn, altered or variedby the Directors. The Directors may further entrust to andconfer upon the Permanent and Managing Director and/or any other Director holding an executive office any of thepowers exercisable by them as Directors upon such terms—32—and conditions and with such restrictions as they think fit, andeither collaterally with or to the exclusion of their own powers,
and may from time to time revoke, withdraw, alter or vary allor any of such powers.

Appointment and Retirement of Directors
84.

(A)

(B)

The office of a Director shall be vacated in any of thefollowing events, namely:—(a)if he shall become prohibited by law from acting
as a Director;(b)

if he shall resign by writing under his hand left
at the Office or at the Head Office or if he shallin writing offer to resign and the Directors shallresolve to accept such offer;(c)

if he shall have a receiving order made against
him or shall compound with his creditors
generally;(d)

if an order shall be made by any court claiming
jurisdiction in that behalf on the ground (howeverformulated) of mental disorder for his detention
or for the appointment of a guardian or for theappointment of a receiver or other person (bywhatever name called) to exercise powers withrespect to his property or affairs;

The office of a Director (other than the Permanentand Managing Director) shall be vacated in any of thefollowing events, namely:—(a)if he shall be absent from meetings of the
Directors for six months without authority of aresolution of the Directors, and the Directors
resolve that his office be vacated;(b)

if he shall be removed from office by notice inwriting served upon him signed by 75% or moreof his co-Directors, but so that if he holds anappointment to an executive office which thereby—33—automatically determines such removal shall bedeemed an act of the Company and shall haveeffect without prejudice to any claim for damages
for breach of any contract of service between him
and the Company.
85.

At each Annual General Meeting one-third of the Directors forthe time being (or, if their number is not a multiple of three,
the number nearest to but not greater than one-third) shallretire from office by rotation. Provided that no Director holding
office as Executive Chairman or Managing Director or Joint
Managing Director shall be subject to retirement by rotation or
be taken into account in determining the number of Directors
to retire.

86.

The Directors to retire by rotation shall include (so far asnecessary to obtain the number required) any Director who
wishes to retire and not to offer himself for re-election. Any
further Directors so to retire shall be those of the other
Directors subject to retirement by rotation who have been
longest in office since their last re-election or appointment
and so that as between persons who became or were last reelected Directors on the same day those to retire shall (unlessthey otherwise agree among themselves) be determined by
lot.

87.

The Company at the meeting at which a Director retires under
any provision of these presents may by Ordinary Resolution
fill the office being vacated by electing thereto the retiring
Director or some other person eligible for election. In default
the retiring Director shall be deemed to have been re-elected
except in either of the following cases:—

88.

(a)

where at such meeting it is expressly resolved not tofill such office or a resolution for the re-election of such
Director is put to the meeting and lost;(b)where such Director has given notice in writing to theCompany that he is unwilling to be re-elected.

The retirement of a Director pursuant to the foregoing ByeLaws shall not have effect until the conclusion of the meeting—34—

except where a resolution is passed to elect some otherperson in the place of the retiring Director or a resolution for
his re-election is put to the meeting and lost and accordingly
a retiring Director who is re-elected or deemed to have been
re-elected will continue in office without a break.
89.

A resolution for the election of two or more persons as
Directors by a single resolution shall not be moved at any
General Meeting unless a resolution that it shall be so moved
has first been agreed to by the meeting without any vote being
given against it; and any resolution moved in contravention ofthis provision shall be void.

90.

No person other than a Director retiring at the meeting shall,unless recommended by the Directors for election, be eligible
for election as a Director at any General Meeting unless notless than seven nor more than forty-two days (inclusive of thedate on which the notice is given) before the date appointed
for the meeting there shall have been lodged at the Office orat the Registration Office notice in writing signed by someMember (other than the person to be proposed) duly qualified
to attend and vote at the meeting for which such notice isgiven of his intention to propose such person for election andalso notice in writing signed by the person to be proposed of
his willingness to be elected.

91.

The Company may by Special Resolution remove any Director
from office (notwithstanding any provision of these presents
or of any agreement between the Company and such Director,
but without prejudice to any claim he may have for damages
for breach of any such agreement) and may by Ordinary
Resolution elect another person in place of a Director soremoved from office and any person so elected shall betreated for the purpose of determining the time at which he or
any other Director is to retire by rotation as if he had becomea Director on the day on which the Director in whose place
he is appointed was last elected a Director. In default of suchelection, the vacancy arising upon the removal of a Director
from office may be filled as a casual vacancy.

—35—

92.

The Directors shall have power at any time, and from time
to time, to appoint any person to be a Director either to fill acasual vacancy or as an additional Director. Any person so
appointed shall hold office only until the next Annual General
Meeting and shall then be eligible for re-election, but shall not
be taken into account in determining the number of Directors
who are to retire by rotation at such meeting.

Alternate Directors
93.

(A)

Any Director (other than an alternate Director) may
at any time by writing under his hand and depositedat the Office, or at the Head Office, or delivered at a
meeting of the Directors, appoint any person (including
another Director) to be his alternate Director and may
in like manner at any time terminate such appointment.
Such appointment, unless previously approved by the
Directors, shall have effect only upon and subject tobeing so approved.

(B)

The appointment of an alternate Director shall determineon the happening of any event which if he were a
Director would cause him to vacate such office or if his
appointor ceases to be a Director, provided that if any
Director retires pursuant to Bye-Law 85 but is re-elected
at the meeting at which such retirement takes effect any
appointment by him of an alternate Director which is inforce immediately prior to his retirement shall continue
to operate after his re-election as if he had not soretired.

(C)

An alternate Director shall be entitled to receive noticesof meetings of the Directors and shall be entitled toattend and vote as a Director at any such meeting at
which the Director appointing him is not personallypresent and generally at such meeting to perform allfunctions of his appointor as a Director. If he shall behimself a Director or shall attend any such meetingas an alternate for more than one Director, his voting
rights shall be cumulative. If his appointor is temporarily
unable to act through ill health or disability his signature—36—

to any resolution in writing of the Directors shall be
as effective as the signature of his appointer. To suchextent as the Directors may from time to time determine
in relation to any committees of the Directors, theforegoing provisions of this paragraph shall also apply
mutatis mutandis to any meeting of any such committeeof which his appointer is a member.
(D)

Save as otherwise provided in these presents, analternate Director shall be deemed for all purposes tobe a Director and shall alone be responsible for his own
acts and defaults and he shall not be deemed to be theagent of the Director appointing him.

(E)

An alternate Director shall not be entitled to receivefrom the Company in respect of his appointment
any remuneration except for such part (if any) of the
remuneration otherwise payable to his appointer assuch appointer may by notice in writing to the Company
from time to time direct.

Meetings and Proceedings of Directors
94.

Subject to the provisions of these presents, the Directors
may meet together for the despatch of business, adjourn andotherwise regulate their meetings as they think fit. At any time
any Director may, and the Secretary on the requisition of a
Director shall, summon a meeting of the Directors which may
be held, in any part of the world. Notice may be given formallyor informally and in writing or by cable, telex, facsimiletransmission, telegram, telephone or other tangible and legible
form of electronic or similar form of communication or in suchother manner as the Directors may from time to time decide.
It shall not be necessary to give notice of any meeting of the
Directors to be held in the territory in which the head office
is for the time being situate to any Director for the time being
absent from such territory. Any Director may waive noticeof any meeting and any such waiver may be retroactive. A—37—

meeting of the Directors may be effected by telephone or suchother form of communication as the Directors may from time
to time decide provided that all Directors participating in themeeting are able to hear, and communicate with, each other.
95.

The quorum necessary for the transaction of the business of
the Directors may be fixed from time to time by the Directors,
provided that the quorum shall not be fixed at less than three
and, unless so fixed at any other number, shall be three. A
meeting of the Directors at which a quorum is present shall becompetent to exercise all powers and discretions for the time
being exercisable by the Directors.

96.

Questions arising at any meeting of the Directors shall be
determined by a majority of votes. In case of an equality of
votes the chairman of the meeting shall have a second or
casting vote.

97.

(A)

A Director who is in any way, whether directly or
indirectly, interested in a contract or proposed contract
with the Company shall declare the nature of his interestin accordance with the provisions of the Statutes.

(B)

Save as herein provided, a Director shall not vote inrespect of any contract or arrangement or any otherproposal whatsoever in which he has any materialinterest otherwise than by virtue of his interests inshares or debentures or other securities of or otherwise
in or through the Company. A Director shall not becounted in the quorum at a meeting in relation to any
resolution on which he is debarred from voting.

—38—

(C)

Subject to the provisions of the Statutes, a Director shall(in the absence of some other material interest than isindicated below) be entitled to vote (and be counted in
the quorum) in respect of any resolution concerning anyof the following matters, namely:—(i)the giving of any security or indemnity to him
in respect of money lent or obligations incurredby him at the request of or for the benefit of theCompany or any of its subsidiaries;(ii)

the giving of any security or indemnity to a third
party in respect of a debt or obligation of theCompany or any of its subsidiaries for which hehimself has assumed responsibility in whole orin part under a guarantee or indemnity or by thegiving of security;(iii)

any proposal concerning an offer of sharesor debentures or other securities of or by
the Company or any of its subsidiaries forsubscription or purchase in which offer he is
or is to be interested as a participant in theunderwriting or sub-underwriting thereof;(iv)

any proposal concerning any other company
in which he is interested only as an officer or
creditor or as a shareholder or beneficiallyinterested in shares of that company, provided
that neither he nor his wife nor any of hischildren under the age of 21 is the holder ofor beneficially interested in five per cent ormore of the issued shares of any class of suchcompany (or of any third company through which
his interest is derived) or of the voting rights
available to members of the relevant company(any such interest being deemed for the purposesof this Bye-Law to be a material interest in all
circumstances);(v)

any proposal concerning the adoption,
modification or operation of a superannuation—39—

fund or retirement benefits scheme which does
not accord to him any privilege or advantage notgenerally accorded to the class of persons towhich such fund or scheme relates.

98.

(D)

Where proposals are under consideration concerning
the appointment (including fixing or varying the terms
of appointment) of two or more Directors to offices or
employments with the Company or any company inwhich the Company is interested, such proposals may
be divided and considered in relation to each Director
separately and in such case each of the Directors
concerned (if not debarred from voting under paragraph(C) (iv) of this Bye-Law) shall be entitled to vote (and be
counted in the quorum) in respect of each resolution
except that concerning his own appointment.

(E)

If any question shall arise at any time as to themateriality of a Director’s interest or as to theentitlement of any Director to vote and such question is
not resolved by his voluntarily agreeing to abstain fromvoting, such question shall be referred to the chairmanof the meeting and his ruling in relation to any other
Director shall be final and conclusive except in a casewhere the nature or extent of the interests of such
Director has not been fairly disclosed.

(F)

The Company may by Ordinary Resolution suspend orrelax the provisions of this Bye-Law to any extent or
ratify any transaction not duly authorised by reason of acontravention of this Bye-Law.

A Director unable to attend any meeting of the Directors may
authorise any other Director to attend and vote for him at thatmeeting, and in that event the Director so authorised shallhave a vote for each Director by whom he is so authorisedin addition to his own vote. A Director authorising anotherto attend and vote for him pursuant to this Bye-Law shallbe counted for the purposes of determining whether aquorum is present, provided that in no circumstances shall—40—the quorum be less than three Directors or their alternates
physically present in person. Any such authority may be inwriting or by cable, telex, facsimile transmission, telegram orother tangible and legible form of electronic or similar formof communication, which must be produced at or before therelevant meeting of the Directors and left with the Secretaryfor filing.
99.

The continuing Directors may act notwithstanding any
vacancies, but if and so long as the number of Directors is
reduced below the minimum number fixed by or in accordancewith these presents the continuing Directors or Director may
act for the purpose of filling such vacancies or of summoning
General Meetings, but not for any other purpose. If there be
no Directors or Director able or willing to act, then any two
members may summon a General Meeting for the purpose of
appointing Directors.

100. (A)The Chairman for the time being of Jardine Matheson
Holdings Limited, or any Director of the Company fromtime to time nominated by him, shall be the Chairmanof the Directors. Any such nomination shall be made,and may be revoked or varied in the manner set out
in Clause 9 of the Memorandum of Association of theCompany.

(B)

The Directors may elect from their number a President,
Vice-President and Deputy Chairman (or two or more
Deputy Chairmen) and determine the period for which
each is to hold office. The Chairman may also hold theoffice of President, Vice-President and/or Permanentand Managing Director. If no Deputy Chairman shallhave been elected or if at any meeting of the Directors
no Chairman or Deputy Chairman shall be present within
five minutes after the time appointed for holding themeeting, the Directors present may choose one of their
number to be chairman of the meeting.

(C)

If at any time there is more than one Deputy Chairman,
the right in the absence of the Chairman to preside at—41—

a meeting of the Directors or of the Company shall be
determined as between the Deputy Chairmen present (ifmore than one) by seniority in length of appointment orotherwise as resolved by the Directors.
101. A resolution in writing signed by not less than two-thirds ofthe Directors then in office (or, if their number is not a multipleof three, the number nearest to and greater than two-thirds)
including the Chairman or his alternate or such other Director
as the Chairman or his alternate shall, for the purposes of this
Bye-Law, nominate in writing, shall be as valid and effective asa resolution passed at a meeting duly convened. The signatureof any Director may be given by his alternate. Any such
resolution may be contained in one document or separate
copies prepared and/or circulated for the purpose and signedby one or more of the Directors. A message sent by cable,telex, facsimile transmission or telegram or other tangible andlegible form of electronic or similar form of communication
sent by a Director or his alternate shall be deemed to be a
document signed by him for the purposes of this Bye-Law.

Committees
102. The Directors may delegate any of their powers or discretions
to committees consisting of one or more members of theirbody and (if thought fit) one or more other persons co-opted
as hereinafter provided. Any committee so formed shallin the exercise of the powers so delegated conform to
any regulations which may from time to time be imposedby the Directors. Any such regulations may provide for or
authorise the co-option to the committee of persons otherthan Directors and for such co-opted members to havevoting rights as members of the committee but so that (a)the number of co-opted members shall be less than one-halfof the total number of members of the committee and (b) noresolution of the committee shall be effective unless a majorityof the members of the committee present at the meetingare Directors. Insofar as any such power or discretion is—42—delegated to a committee, any reference in these Bye-Laws
to the exercise by the Directors of the power or discretion sodelegated shall be read and construed as if it were a reference
to the exercise thereof by such committee.
103. The meetings and proceedings of any such committee
consisting of two or more members shall be governed mutatis
mutandis by the provisions of these presents regulating
the meetings and proceedings of the Directors, except thatthe quorum requirements for the proceedings of any suchcommittee shall be any two members present in personor by telephone subject to and so far as the same are notsuperseded by any regulations made by the Directors under
the last preceding Bye-Law.
104. All acts done by any meeting of Directors, or of any suchcommittee, or by any person acting as a Director or as amember of any such committee, shall as regards all persons
dealing in good faith with the Company, notwithstandingthat there was some defect in the appointment of any of thepersons acting as aforesaid, or that any such persons weredisqualified or had vacated office, or were not entitled to vote,be as valid as if every such person had been duly appointed
and was qualified and had continued to be a Director or
member of the committee and had been entitled to vote.

Borrowing Powers
105. Subject as hereinafter provided and to the provisions of the
Statutes, the Directors may exercise all the powers of theCompany to borrow money, and to mortgage or charge its
undertaking, property and uncalled capital.
106. Subject as hereinafter provided and to the provisions of the
Statutes, the Directors shall have power to issue debenturesand other securities, whether outright or as collateral security
for any debt, liability or obligation of the Company or any third
party.

—43—

General Powers of Directors
107. Without prejudice to the powers of the Permanent andManaging Director, the business and affairs of the Company
shall be managed by the Directors, who may pay all expenses
incurred in forming and registering the Company, and may
exercise all such powers of the Company as are not by the
Statutes or by these presents required to be exercised by theCompany in General Meeting, subject nevertheless to any
regulations of these presents, to the provisions of the Statutes
and to such regulations, being not inconsistent with theaforesaid regulations or provisions, as may be prescribed bySpecial Resolution of the Company, but no regulation so madeby the Company shall invalidate any prior act of the Directors
which would have been valid if such regulation had not beenmade. The general powers given by this Bye-Law shall not belimited or restricted by any special authority or power given to
the Directors by any other Bye-Law.
108. (A)The Directors may establish any regional or local
boards, committees or agencies for managing any of
the affairs of the Company, in any part of the world,and may appoint any persons to be members of suchregional or local boards or committees, or any managers
or agents, and may fix their remuneration, and may
delegate to any regional or local board, committee,
manager or agent any of the powers, authorities anddiscretions vested in the Directors, with power tosubdelegate, and may authorise the members of any
regional or local boards or committees, or any of them,to fill any vacancies therein, and to act notwithstanding
vacancies, and any such appointment or delegation
may be made upon such terms and subject to suchconditions as the Directors may think fit, and the
Directors may remove any person so appointed, andmay annul or vary any such delegation, but no person
dealing in good faith and without notice of any suchannulment or variation shall be affected thereby.

—44—

(B)

The Directors may arrange that any branch of thebusiness carried on by the Company or any otherbusiness in which the Company may be interested shallbe carried on by or through one or more subsidiarycompanies, and they may on behalf of the Company
make such arrangements as they think advisable fortaking the profits or bearing the losses of any branchor business so carried on or for financing, assistingor subsidising any such subsidiary company orguaranteeing its contracts, obligations or liabilities, andthey may appoint, remove and re-appoint any persons(whether members of their own body or not) to act asdirectors, managing directors or managers of any suchcompany or any other company in which the Company
may be interested, and may determine the remuneration(whether by way of salary, commission on profits
or otherwise) of any person so appointed, and any
Directors of this Company may retain any remunerationso payable to them.

(C)

The Directors may exercise all the powers of theCompany, without recourse to the Company in General
Meeting, to continue the Company in a country
or jurisdiction outside Bermuda as if it had been
incorporated under the laws of that other country or
jurisdiction and to be discontinued under the Statutes,
to the extent that the continuation of the Company is so
permitted by the Statutes, and the Directors may makeall such applications, pass all such resolutions and do
all such other acts and things as may be necessary foror incidental to the exercise of such powers.

109. The Directors may from time to time and at any time by powerof attorney or otherwise appoint any company, firm or person
or any fluctuating body of persons, whether nominated directly
or indirectly by the Directors, to be the attorney or attorneysof the Company for such purposes and with such powers,
authorities and discretions (not exceeding those vested inor exercisable by the Directors under these presents) andfor such period and subject to such conditions as they may—45—

think fit, and any such power of attorney may contain suchprovisions for the protection and convenience of persons
dealing with any such attorney as the Directors may think fit,
and may also authorise any such attorney to sub-delegate allor any of the powers, authorities and discretions vested inhim.
110. Subject to and to the extent permitted by the Statutes, theCompany may keep a local or branch register (in one ormore sections which read together comprise all the names,
addresses and shareholdings registered at any time on suchbranch register) wherever the Directors determine.
111. All cheques, promissory notes, drafts, bills of exchange, andother negotiable or transferable instruments, and all receipts
for moneys paid to the Company, shall be signed, drawn,
accepted, endorsed, or otherwise executed, as the case may
be, in such manner as the Directors shall from time to time byresolution determine.

Secretary
112. (A)The Secretary shall be appointed by the Directors
on such terms and for such period as they may thinkfit. Any Secretary so appointed may at any time beremoved from office by the Directors, but without
prejudice to any claim for damages for breach of any
contract of service between him and the Company. If
thought fit two or more persons may be appointed as
Joint Secretaries. The Directors may also appoint fromtime to time on such terms as they may think fit one ormore Assistant or Deputy Secretaries.

(B)

The duties of the Secretary shall be those prescribedby the Statutes and these presents, together with suchother duties as may from time to time be prescribed by
the Directors.

The Seal
113. The Company shall have one or more Seals as the Directors
may determine. The Directors shall provide for the safe
custody of each Seal, and no Seal shall be used without theauthority of the Directors or of a committee authorised by the
Directors in that behalf.
—46—

114. Every instrument to which a Seal shall be affixed shall besigned autographically by one Director and the Secretary or
by two Directors or by such other person or persons as the
Directors may appoint, either generally or in any particularcase save that as regards any certificates for shares ordebentures or other securities of the Company the Directors
may by resolution determine that such signatures or either ofthem shall be dispensed with or reproduced thereon by suchprocess, system or method as the Directors may from time totime approve.

Authentication of Documents
115. Any Director or the Secretary or any person appointed by the
Directors for the purpose shall have power to authenticate
any documents affecting the constitution of the Company
and any resolutions passed by the Company or the Directors
or any committee, and any books, records, documents andaccounts relating to the business of the Company, and tocertify copies thereof or extracts therefrom as true copies
of extracts; and where any books, records, documents or
accounts are elsewhere than at the Office or the Head Office,the local manager or other officer of the Company having thecustody thereof shall be deemed to be a person appointed
by the Directors as aforesaid. A document purporting to bea copy of a resolution, or an extract from the minutes of ameeting, of the Company or of the Directors or any local
board or committee which is certified as aforesaid shall beconclusive evidence in favour of all persons dealing with theCompany upon the faith thereof that such resolution has
been duly passed or, as the case may be, that any minute so
extracted is a true and accurate record of proceedings at aduly constituted meeting.

Reserves
116. The Directors may from time to time set aside out of the
profits of the Company and carry to reserve such sums as
they think proper which, at the discretion of the Directors,
shall be applicable for any purpose to which the profits of
the Company may properly be applied and pending suchapplication may either be employed in the business of theCompany or be invested. The Directors may divide thereserve into such special funds as they think fit and may—47—

consolidate into one fund any special funds or any partsof any special funds into which the reserve may have been
divided. The Directors may also without placing the same toreserve carry forward any profits. In carrying sums to reserveand in applying the same the Directors shall comply with theprovisions of the Statutes.

Dividends
117. The Company may by Ordinary Resolution declare dividends
but no such dividend shall exceed the amount recommended
by the Directors.
118. If and so far as in the opinion of the Directors the profits of
the Company justify such payments, the Directors may declareand pay the fixed dividends on any class of shares carrying afixed dividend expressed to be payable on fixed dates on thehalf yearly or other dates prescribed for the payment thereof
and may also from time to time declare and pay interim
dividends on shares of any class of such amounts and onsuch dates and in respect of such periods as they think fit. So
long as the Directors act bona fide, they shall not incur any
responsibility to the holders of shares conferring a preference
for any damage that they may suffer by reason of the paymentof an interim dividend on any shares having (as compared
thereto) deferred rights.
119. Unless and to the extent that the rights attached to any sharesor the terms of issue thereof otherwise provide, all dividends
shall (as regards any shares not fully paid throughout theperiod in respect of which the dividend is paid) be apportioned
and paid pro rata according to the amounts paid on the shares
during any portion or portions of the period in respect ofwhich the dividend is paid. For the purposes of this Bye-Law
no amount paid on a share in advance of calls shall be treatedas paid on the share.

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120. (A)No dividend shall be paid otherwise than out of profits
available for distribution or contributed surplus.

(B)

Subject to the provisions of the Statutes (but without
prejudice to paragraph (A) of this Bye-Law), where any
asset, business or property is bought by the Company
as from a past date (whether such date be before orafter the incorporation of the Company) the profits andlosses thereof as from such date may at the discretionof the Directors in whole or in part be carried to revenue
account and treated for all purposes as profits orlosses of the Company, and be available for dividend
accordingly. Subject as aforesaid, if any shares or
securities are purchased cum dividend or interest,
such dividend or interest may at the discretion of the
Directors be treated as revenue, and it shall not be
obligatory to capitalise the same or any part thereof.

(C)

Subject to Bye-Law 120(D) all dividends and other
distributions in respect of shares in the Company shallbe stated and discharged in United States dollars,
provided that the Directors may determine in the caseof any dividend or other distribution that shareholders
may elect to receive the same in any currency selectedby the Directors, conversion to be effected at suchrate of exchange as the Directors may determine, andthat shareholders who elect for payment in a currency
other than United States dollars will bear any costs of
conversion into, or payment in, such currency.

(D)If, in the opinion of the Directors, any dividend or other
distribution in respect of shares or any other payment
to be made by the Company to any shareholder isof such a small amount as to make payment to thatshareholder in the relevant currency impracticableor unduly expensive either for the Company or theshareholder then such dividend or other distribution orother payment may, at the discretion of the Directors,
be paid or made in the currency of the country of therelevant shareholder (as indicated by the address ofsuch shareholder on the Register of Members or any
branch register).

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121. Notice of the declaration of an interim dividend shall be given
in such manner as the Directors shall determine.
122. No dividend or other moneys payable on or in respect of ashare shall bear interest as against the Company.
123. (A)(B)

The Directors may retain any dividend or othermoneys payable on or in respect of a share on which
the Company has a lien and may apply the samein or towards satisfaction of the debts, liabilities orengagements in respect of which the lien exists.
The Directors may retain the dividends or other moneys
payable upon shares in respect of which any person isunder the provisions as to the transmission of shares
hereinbefore contained entitled to become a Member,or which any person is under those provisions entitledto transfer, until such person shall become a Member inrespect of such shares or shall transfer the same.

124. The payment by the Directors of any unclaimed dividendor other moneys payable on or in respect of a share into aseparate account shall not constitute the Company a trustee
in respect thereof and any dividend unclaimed after a periodof twelve years from the date of declaration of such dividend
shall be forfeited and shall revert to the Company.
125. The Company may upon the recommendation of the Directors
by Ordinary Resolution direct payment of a dividend in whole
or in part by the distribution of specific assets (including, but
without limiting the generality of the foregoing, paid-up sharesor debentures of any other company) and the Directors shallgive effect to such resolution. Where any difficulty arises
in regard to such distribution, the Directors may settle thesame as they think expedient and, without prejudice to thegenerality of the foregoing, may issue fractional certificates,
may fix the value for distribution of such specific assets or
any part thereof, may determine that cash payments shall be—50—made to any Members upon the footing of the value so fixedin order to adjust the rights of all parties and may vest any
such specific assets in trustees as may seem expedient to the
Directors and may resolve that no such assets shall be madeavailable or made to shareholders with registered addresses
in any particular territory or territories being a territory or
territories where, in the absence of a registration statement orother special formalities, this would or might, in the opinion of
the Directors, be unlawful or impracticable and in such eventthe only entitlement of the shareholders aforesaid shall be toreceive cash payments as aforesaid. Shareholders affected asa result of the foregoing sentence shall not be, or be deemed
to be, a separate class of shareholders for any purpose
whatsoever.
126. Any dividend or other moneys payable in cash on or in
respect of a share may be paid by cheque or warrant sent
through the post to the registered address of the Memberor person entitled thereto (or, if two or more persons areregistered as joint holders of the share or are entitled thereto
in consequence of the death or bankruptcy of the holder, toany one of such persons) or to such person and such address
as such Member or person or persons may by writing direct.
Every such cheque or warrant shall be made payable to theorder of the person to whom it is sent or to such person as
the holder or joint holders or person or persons entitled tothe share in consequence of the death or bankruptcy of theholder may direct and payment of the cheque or warrant by
the banker upon whom it is drawn shall be a good discharge
to the Company. Every such cheque or warrant shall be sent
at the risk of the person entitled to the money represented
thereby.
127. If two or more persons are registered as joint holders of any
share, or are entitled jointly to a share in consequence of thedeath or bankruptcy of the holder, any one of them may giveeffectual receipts for any dividend or other moneys payable orproperty distributable on or in respect of the share.
128. Any resolution declaring a dividend on shares of any class,whether a resolution of the Company in General Meetingor a resolution of the Directors, may specify that the same—51—

shall be payable to the persons registered as the holders ofsuch shares at the close of business on a particular date,notwithstanding that it may be a date prior to that on which
the resolution is passed (but provided that such date is notprior to the commencement of the financial year to whichsuch dividend relates), and thereupon the dividend shall bepayable to them in accordance with their respective holdings
so registered, but without prejudice to the rights inter se inrespect of such dividend of transferors and transferees of any
such shares.

Capitalisation of Profits and Reserves
129. The Directors may, with the sanction of an Ordinary Resolutionof the Company and, in respect of any share capital otherthan ordinary share capital, with the sanction of an Ordinary
Resolution of holders of such shares, capitalise any sum
standing to the credit of any of the Company’s reserve
accounts (including any contributed surplus account, and also
including any share premium account or other undistributablereserve, but subject to the provisions of the Statutes withregard to unrealised profits) or any sum standing to the creditof profit and loss account, by appropriating such sum to theholders of shares of any class on the Register at the close ofbusiness on the date of the Resolution (or such other date as
may be specified therein or determined as therein provided) in
proportion to their then holdings of such shares and applying
such sum on their behalf in paying up the amounts, if any,
for the time being unpaid on any shares held by such holders
respectively, or in paying up in full unissued shares of any
class (subject to any special rights previously conferred on
any shares or class of shares for the time being issued),debentures or securities of the Company of a nominal amountequal to such sum, for allotment and distribution credited
as fully paid up to and amongst them as bonus shares,
debentures or securities in the proportion aforesaid. The
Directors may do all acts and things considered necessaryor expedient to give effect to any such capitalisation, with—52—

full power to the Directors to make such provisions as they
think fit for any fractional entitlements which would arise on
the basis aforesaid (including provisions whereby fractional
entitlements are disregarded or the benefit thereof accrues
to the Company rather than to the Members concerned). The
Directors may authorise any person to enter on behalf of all
Members interested into an agreement with the Company
providing for any such capitalisation and matters incidental
thereto and any agreement made pursuant to such authority
shall be effective and binding on all concerned.
130. (A)Whenever the Directors or the Company in General
Meeting have resolved that a dividend be paid or
declared on any class of share capital of the Company
and, in respect of any share capital other thanordinary share capital, with the sanction of an Ordinary
Resolution of holders of such shares, the Directors may
further resolve either:—(i)that such dividend be satisfied wholly or in part in
the form of an allotment of shares of such classcredited as fully paid provided that shareholders
entitled thereto will be entitled to elect to receive
such dividend (or part thereof) in cash in lieu
of such allotment. In such case, the following
provisions shall apply:—(a)the basis of any such allotment shall be
determined by the Directors;(b)the Directors, after determining the basisof allotment, shall give not less than two
weeks notice in writing to the holdersof such shares of the right of election
accorded to them and shall send with such
notice forms of election and specify theprocedure to be followed and the place
at which and the latest date and time bywhich duly completed forms of election
must be lodged in order to be effective;(c)the dividend (or that part of the dividend
to be satisfied by the allotment of shares—53—

as aforesaid) shall not be payable in cashon shares in respect whereof the cash
election has not been duly exercised (“thenon-elected shares ”) and in satisfaction
thereof shares of such class shall beallotted credited as fully paid to the holdersof the non-elected shares on the basis ofallotment determined as aforesaid and forsuch purpose the Directors shall capitalise
and apply out of the amount standing to
the credit of the share premium accountor out of any part of the undivided profits
of the Company (including profits carriedand standing to the credit of any reserveor reserves, contributed surplus accountor other special account (other than any
conversion right reserve established inconnection with any rights to convert intoor subscribe for shares in the Company))as the Directors may determine, such sum
as may be required to pay up in full (tothe nominal value thereof) the appropriate
number of shares for allotment anddistribution to and amongst the holders of
the non-elected shares on such basis; or(ii)that shareholders entitled to such dividend beentitled to elect to receive an allotment of sharesof such class credited as fully paid in lieu of
the whole or such part of the dividend as the
Directors may think fit. In such case, the following
provisions shall apply:—(a)the basis of any such allotment shall be
determined by the Directors;(b)the Directors, after determining the basisof allotment, shall give not less than two
weeks notice in writing to the holdersof such shares of the right of election—54—

accorded to them and shall send with such
notice forms of election and specify theprocedure to be followed and the place
at which and the latest date and time bywhich duly completed forms of election
must be lodged in order to be effective;

(B)

(i)

(c)

the right of election may be exercised in
respect of the whole or part of that portionof the dividend in respect of which the rightof election has been accorded;(d)

the dividend (or that part of the dividendin respect of which a right of election
has been accorded) shall not be payable
on shares of such class in respect
whereof the share election has been duly
exercised (“the elected shares ”) andin lieu thereof shares of such class shallbe allotted credited as fully paid to theholders of the elected shares on the basisof allotment determined as aforesaid
and for such purpose the Directors shallcapitalise and apply out of the amountstanding to the credit of share premium
account or out of any part of the undivided
profits of the Company (including profits
carried and standing to the credit of any
conversion reserve or reserves, contributed
surplus account or other special account(other than any conversion right reserve
established in connection with any rights
to convert into or subscribe for sharesin the Company)) as the Directors may
determine, such sum as may be required to
pay up in full (to the nominal value thereof)
the appropriate number of shares of suchclass for allotment and distribution to andamongst the holders of the elected shareson such basis.

The shares allotted pursuant to the provisionsof paragraph (A) of this Bye-Law shall rank paripassu in all respects with the shares then in issue
save only as regards participation in the relevant
dividend.
—55—

(ii)

The Directors may do all acts and things
considered necessary or expedient to giveeffect to any capitalisation pursuant to theprovisions of paragraph (A) of this Bye-Law,with full power to the Directors to make suchprovisions as they think fit in the case of shares
becoming distributable in fractions (including
provisions whereby, in whole or in part, fractional
entitlements are aggregated and sold and thenet proceeds distributed to those entitled, or are
disregarded or rounded up or down or whereby
the benefit of fractional entitlements accrues
to the Company rather than to the Members
concerned). The Directors may authorise any
person to enter on behalf of all Members
interested into an agreement with the Company
providing for such capitalisation and matters
incidental thereto and any agreement madepursuant to such authority shall be effective andbinding on all concerned.

(C)

The Company may upon the recommendation of the
Directors by Ordinary Resolution (and, in respect ofany share capital other than ordinary share capital, withthe sanction of an Ordinary Resolution of holders ofsuch shares) resolve in respect of any one particular
dividend of the Company that, notwithstanding theprovisions of paragraph (A) of this Bye-Law, a dividend
may be satisfied wholly in the form of an allotment ofshares credited as fully paid without offering any rightto shareholders of the relevant class to elect to receive
such dividend in cash in lieu of such allotment.

(D)

The Directors may on any occasion when they resolve
as provided in paragraph (A) of this Bye-Law further
resolve that no allotment of shares or rights of election
for shares under that paragraph shall be made available
or made to shareholders with registered addresses inany particular territory or territories being a territory
or territories where, in the absence of a registration
statement or other special formalities, the allotment—56—

of shares or the circulation of an offer of rights ofelection for shares would or might, in the opinion of
the Directors, be unlawful or impracticable and in such
event the only entitlement of the shareholders aforesaid
shall be to receive the relevant dividend resolved to be
paid or declared. Shareholders affected as a result of
the foregoing sentence shall not be, or be deemed tobe, a separate class of shareholders for any purpose
whatsoever.

Accounts
131. (A)

Accounting records sufficient to show and explain the
Company’s transactions and otherwise complying with
the Statutes shall be kept at the Head Office, or at suchother place as the Directors think fit, and shall always
be open to inspection by the Directors provided thatsuch records as are required by the Statutes shall also
be kept at the Office. Subject as aforesaid no Memberof the Company or other person shall have any rightof inspecting any account or book or document of theCompany except as conferred by statute or ordered bya court of competent jurisdiction or authorised by the
Directors.

(B)

Once at least in every year there shall be laid before
the Company in General Meeting a balance sheet,consolidated balance sheet and consolidated profit
and loss account made up to a date not more than six
months before such meeting.

(C)

The balance sheet and consolidated balance sheet
shall be signed on behalf of the Directors by two of the
Directors and the Auditors’ report hereinafter mentioned
shall be attached to the balance sheet or there shall beinserted at the foot of the balance sheet a reference tosuch report.

(D)

A copy of every balance sheet, consolidated balance
sheet and consolidated profit and loss account whichis to be laid before a General Meeting of the Company—57—

(including every document required by law to becomprised therein or attached or annexed thereto)
shall not less than twenty-one days before the dateof the meeting be sent to every Member of, and every
holder of debentures of, the Company and to every
other person who is entitled to receive notices ofmeetings from the Company under the provisions of
the Statutes or of these presents. Provided that this
Bye-Law shall not require a copy of these documents
to be sent to more than one of joint holders or to any
person of whose address the Company is not aware,
but any Member or holder of debentures to whom acopy of these documents has not been sent shall beentitled to receive a copy free of charge on application
at the Office or the Registration Office. If all or anyof the shares or debentures of the Company shall forthe time being be (with the consent of the Company)
listed or dealt in on any stock exchange, there shallbe forwarded to the appropriate officer of such stock
exchange such number of copies of such documents as
may for the time being be required under its regulations
or practice.

Auditors
132. The Company shall at each Annual General Meeting appoint
one or more Auditors to hold office until the conclusion of
the next Annual General Meeting, but if an appointment is
not made, the Auditor or Auditors in office shall continue in
office until a successor is appointed. A Director, officer or
employee of the Company or of any of its subsidiaries or apartner, officer or employee of any such Director, officer or
employee shall not be capable of being appointed Auditor of
the Company. The Directors may fill any casual vacancy inthe office of Auditor, but while any such vacancy continues
the surviving or continuing Auditor or Auditors (if any) may
act. The remuneration of the Auditor or Auditors shall be fixedby or on the authority of the Company in the Annual General
Meeting except that the remuneration of any Auditor appointed
to fill any casual vacancy may be fixed by the Directors.

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133. The Auditor or Auditors of the Company shall have a right ofaccess at all times to the books and accounts and vouchersof the Company and shall be entitled to require from the
Directors and officers of the Company such information andexplanation as may be necessary for the performance of
his or their duties, and the Auditor or Auditors shall make areport to the Members on the accounts examined by him orthem and on every balance sheet, consolidated balance sheet
and consolidated profit and loss account intended to be laid
before the Company in the Annual General Meeting during hisor their tenure of office as required by the Statutes.
134. A person other than a retiring Auditor shall not be capable ofbeing appointed Auditor at an Annual General Meeting unlessnotice of an intention to nominate that person to the officeof Auditor has been given by a Member of the Company notless than fourteen days before the Annual General Meeting,and the Company shall send a copy of any such notice to theretiring Auditor and shall give notice thereof to the Members
not less than seven days before the Annual General Meetingprovided that the above may be waived by notice in writingby the retiring Auditor to the Secretary. Provided that if after
a notice of the intention to nominate an Auditor has been sogiven an Annual General Meeting is called for a date fourteendays or less after that notice has been given, the notice,though not given within the time required by this provision,
shall be deemed to have been properly given for the purposes
thereof, and the notice to be sent or given by the Company
may instead of being sent or given within the time required bythis provision be sent or given at the same time as the noticeof the Annual General Meeting.
135. Subject to the provisions of the Statutes, all acts doneby any person acting as an Auditor shall, as regards all
persons dealing in good faith with the Company, be valid,
notwithstanding that there was some defect in his appointment
or that he was at the time of his appointment not qualified forappointment or subsequently became disqualified.

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Minutes and Books
136. The Directors shall cause Minutes to be made in books to beprovided for the purpose:—(i)of all appointments of officers made by the Directors;(ii)of the names of the Directors present at each meetingof Directors and of any committee of Directors;(iii)

of all resolutions and proceedings at all meetings of theCompany and of any class of Members of the Company
and of the Directors and of committees of Directors.

137. The Directors shall duly comply with the provisions of the
Statutes in regard to keeping a Register of Members and to
the production and furnishing of copies of or extracts fromsuch Register.
138. Any register, index, minute book, book of account or otherbook required by these presents or the Statutes to be kept byor on behalf of the Company may be kept either by making
entries in bound books or by recording them in any othermanner which shall include, without prejudice to the generality
thereof, recording by means of magnetic tape, microfilm,
computer or any other non-manual system of recording. In any
case in which bound books are not used, the Directors shalltake adequate precautions for guarding against falsificationand for facilitating its discovery.

Notices139. Any notice or document may be served by the Company
on any Member either personally or by sending it throughthe post or by cable, telex, facsimile transmission, telegram
or other tangible and legible form of electronic or similar
form of communication addressed to such Member at his
registered address as appearing in the Register of Members
or by advertisement in one or more newspapers circulating—60—

in the Relevant Territory. Where the registered address of
the Member is outside the Relevant Territory, notice, if given
through the post, shall be sent by prepaid airmail letter. In thecase of joint holders of a share all notices shall be given tothat one of the joint holders whose name stands first in theRegister of Members, and notice so given shall be sufficient
notice to all the joint holders.
140. Any notice or other document, if served by post, shall bedeemed to have been served on the day following that on
which the letter containing the same is posted and in proving
such service it shall be sufficient to prove that the lettercontaining the notice or document was properly addressed,
stamped and posted. Any notice or other document, if served
by cable, telex, facsimile transmission, telegram or othertangible and legible form of electronic or similar form ofcommunication shall be deemed to have been served uponreceipt thereof. Production of a copy of a notice sent by
telex or other form of electronic communication bearing an
acknowledgement of receipt of the transmission in accordancewith normal procedures under the system in use shall be
sufficient proof of receipt thereof.
141. A person entitled to a share in consequence of the death or
bankruptcy of a Member upon supplying to the Company such
evidence as the Directors may reasonably require to show
his title to the share, and upon supplying also an address forthe service of notices, shall be entitled to have served uponor delivered to him at such address any notice or document
to which the Member but for his death or bankruptcy would
have been entitled, and such service or delivery shall forall purposes be deemed a sufficient service or delivery ofsuch notice or document on all persons interested (whether
jointly with or as claiming through or under him) in the share.
Save as aforesaid any notice or document delivered or sentby post or cable, telex, facsimile transmission, telegram orother tangible and legible form of electronic or similar formof communication, to or left at the address of any Member
in pursuance of these presents shall, notwithstanding thatsuch Member be then dead or bankrupt or in liquidation,—61—

and whether or not the Company has notice of his deathor bankruptcy or liquidation, be deemed to have been duly
served or delivered in respect of any share registered in thename of such Member as sole or first-named joint holder.
142. Nothing in any of the preceding three Bye-Laws shall affectany requirement of the Statutes that any particular offer,
notice or other document be served in any particular manner.

Winding Up
143. (A)(B)

The Directors shall have power in the name and on
behalf of the Company to present a petition to the Court
for the Company to be wound up.
A resolution that the Company be wound up by the
Court or be wound up voluntarily shall be a Special
Resolution.

144. If the Company shall be wound up (whether the liquidation
is voluntary or by the Court) the Liquidator may, with theauthority of a Special Resolution, divide among the Membersin specie or kind the whole or any part of the assets of
the Company and whether or not the assets shall consistof property of one kind or shall consist of properties ofdifferent kinds, and may for such purpose set such value
as he deems fair upon any one or more class or classes
of property and may determine how such division shall be
carried out as between the Members or different classes ofMembers. The Liquidator may, with the like authority, receive,in compensation or part compensation for the transfer or sale,shares, policies or other like interests in any other company
for distribution among the Members, or may enter into any
other arrangement whereby the Members may, in lieu ofreceiving cash, shares, policies or other like interests, or in
addition thereto, participate in the profits or receive any otherbenefits from such other company. The Liquidator may, withthe like authority, vest any part of the assets in trustees uponsuch trusts for the benefit of Members as the Liquidator with—62—

the like authority shall think fit, and the liquidation of theCompany may be closed and the Company dissolved, but sothat no contributory shall be compelled to accept any sharesor other property in respect of which there is a liability.

Indemnity
145. Save and except so far as the provisions of this Bye-Law shallbe avoided by any provisions of the Statutes, the Directors,
Managing Directors, alternate Directors, Auditors, Secretaryand other officers for the time being of the Company and thetrustees (if any) for the time being acting in relation to any of
the affairs of the Company, and their respective executors or
administrators, shall be indemnified and secured harmless outof the assets of the Company from and against all actions,costs, charges, losses, damages and expenses which they or
any of them, their or any of their executors or administrators,
shall or may incur or sustain by reason of any act done,
concurred in or omitted in or about the execution of their
duty or supposed duty in their respective offices or trusts,
except such (if any) as they shall incur or sustain throughtheir own wilful neglect or default respectively, and none ofthem shall be answerable for the acts, receipts, neglects ordefaults of any other of them, or for joining in any receipt forthe sake of conformity, or for any bankers or other persons
with whom any moneys or effects of the Company shall belodged or deposited for safe custody, or for the insufficiency
or deficiency of any security upon which any moneys of
the Company shall be placed out or invested, or for any
other loss, misfortune or damage which may happen in theexecution of their respective offices or trusts, or in relation
thereto, except the same shall happen by or through their own
wilful neglect or default respectively.

—63—