Exhibit 1.2
 
    AMDOCS LIMITED
 1. STANDARD ARTICLES
    
    
    22. INTERPRETATION
    
    
    23. AMENDMENTS
    
    
    44. BUSINESS
    
    
    45. SHARES
    
    
    49. PREFERRED SHARES
    
    
    510. ORDINARY SHARES AND NON-VOTING ORDINARY SHARES
    
    
    711. VARIATION OF CLASS RIGHTS
    
    
    812. REGISTERED OWNERS
    
    
    913. REGISTER OF MEMBERS
    
    
    914. TRANSFER AND TRANSMISSION OF SHARES
    
    
    918. UNTRACED SHAREHOLDERS
    
    
    1019. ALTERATION OF CAPITAL
    
    
    1022. GENERAL MEETINGS
    
    
    1125. NOTICE OF GENERAL MEETINGS
    
    
    1232. PROCEEDINGS AT GENERAL MEETINGS
    
    
    1342. VOTES OF MEMBERS
    
    
    1548. PROXIES
    
    
    1656. WRITTEN RESOLUTIONS
    
    
    1763. NUMBER, APPOINTMENT AND QUALIFICATION OF DIRECTORS
    
    
    1771. REMUNERATION OF DIRECTORS
    
    
    1872. INDEMNITIES
    
    
    1973. MANAGEMENT OF THE COMPANY
    
    
    2078. DISQUALIFICATION OF DIRECTORS
    
    
    2180. PROCEEDINGS OF DIRECTORS
    
    
    2191. EXECUTIVE DIRECTORS
    
    
    2392. DIVIDENDS
    
    
    23102. RESERVES
    
    
    24103. CAPITALISATION OF PROFITS
    
    
    24105. NOTICES
    
    
    25110. WINDING UP
    
    
    25112. INSPECTION OF REGISTERS AND OTHER RECORDS
    
    
    26




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AMDOCS LIMITED
 1.
    
    STANDARD ARTICLESThe standard Articles prescribed pursuant to Section 16(2) of the Law shall be
excluded in their entirety.2.
    
    INTERPRETATIONIn these Articles the following words shall bear the following meanings if not inconsistent
with the subject or context:-
 Words
    
    MeaningsAffiliate
    
    means, with respect to a specified person, another person that directly,
or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with the person specified. As
used herein, control means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ability to exercise voting power, by contract
or otherwise.Articles
    
    these Articles of Incorporation as now framed and at any time altered.at any time
    
    at any time or times and includes for the time being and from time to
time.Board
    
    the Directors at any time or the Directors present at a duly convened
meeting at which a quorum is present.clear days
    
    in relation to the period of notice means that period excluding the day
when notice is given or deemed to be given and the day for which it is
given or on which it is to take effect.




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Words
    
    MeaningsDirectors
    
    the directors of the Company from time to time or, as the case may be,
the directors assembled as a board.Law
    
    The Companies (Guernsey) Law, 2008 as amended extended or replaced and
any Ordinance statutory instrument or regulation made thereunder.Member
    
    includes registered holder of a share and vice versa and any person
entitled thereto on death, disability or insolvency of a member.Memorandum
    
    the Memorandum of Incorporation of the Company.Month or month
    
    calendar month.Office
    
    the registered office at any time of the Company.ordinary resolution
    
    a resolution of the Company in general meeting passed by a simple
majority of the votes of the Members entitled to vote and voting in
person or by attorney or by proxy at the meeting.Proxy
    
    includes attorney in fact.Register
    
    the Register of Members kept pursuant to the Law.Secretary
    
    any person designated by the Board as such.special resolution
    
    a resolution of the Company in general
meeting passed by a majority of
three-fourths of the votes of the Members
entitled to vote and voting in person or
by attorney or by proxy at the meeting.
 Any reference to a share shall, where the Board has resolved to allot and issue
fractions of shares, include such fractions and save where these Articles otherwise
provide, a fraction of a share shall rank pari passu and proportionately with a whole
share of the same class.The singular includes the plural and vice versa.The masculine includes the feminine.Words importing persons include corporations.Expressions referring to writing include any mode of representing or reproducing words.Subject to the above, any words defined in the Law shall, if not inconsistent with the
subject or context, bear the same meaning in these Articles.In the event of any conflict between these Articles and the mandatory provisions of the Law,
the latter shall prevail.




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Where a Section of the Law is referred to and that Section is amended or renumbered or
supplemented, then the reference shall be deemed to refer to the same Section as amended,
renumbered or supplemented.3.
    
    AMENDMENTSThe Companys Memorandum and Articles of Incorporation may be amended in accordance with
Part IV of the Law.4.
    
    BUSINESSThe nature of the business or purposes to be conducted or promoted by the Company is to
engage in any lawful act or activity for which companies may be organised under the Law.
Any branch or kind of business which, by the Memorandum or by these Articles, is, either
expressly or impliedly, authorised to be undertaken may be undertaken or suspended at any
time by the Board.5.
    
    SHARES
 (1)
    
    The Company may issue shares with a par value and shares of no par value.(2)
    
    At the date of adoption of these Articles, the share capital of the Company is
25,000,000 preferred shares (Preferred Shares) and 700,000,000 ordinary shares,
including voting ordinary shares (Ordinary Shares) and non-voting ordinary shares
(non-voting Ordinary Shares).(3)
    
    The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of the Preferred
Shares, Ordinary Shares and non-voting Ordinary Shares of the Company are set out in
Articles 9 and 10 below. Unless the Company shall have resolved otherwise, any new
shares shall be of such class and amount and have such preference or priority as
regards dividends or in the distribution of assets or as to voting or otherwise over
any other shares of any class, whether then issued or not, or be subject to such
stipulations deferring them to any other shares with regard to dividends or in the
distribution of the assets as the Board may determine.(4)
    
    Without prejudice to any special rights previously conferred on the holders of
any existing shares or class of shares, and subject to Article 5(2), the Board may
issue up to 700,000,000 ordinary shares and 25,000,000 Preferred Shares which may be
issued as the Board may determine to the fullest extent permitted by Sections 292 and
293 of the Law and, to the extent that the time limit imposed by Section 292(3)(b)(i)
remains legally applicable, such authority shall expire five (5) years after the date
of adoption of these Articles or such later date as may be legally permissible. This
authority may be further extended in accordance with the provisions of the Law.
 6.
    
    Subject to the provisions of the Law and these Articles:-
 (a)
    
    any shares may with the sanction of the Board be issued on terms that they are,
or at the option of the Company or the holder are, liable to be redeemed on such terms
and in such manner as the Board may determine;(b)
    
    the Company may, at the discretion of the Board, purchase any of its own
shares, whether or not they are redeemable, and may pay the repurchase price in respect
of such purchase to the fullest extent permitted by the Law;




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(c)
    
    the Company and any of its subsidiary companies may, at the discretion of the
Board, give financial assistance directly or indirectly for the purpose of or in
connection with the acquisition of shares in the Company or in connection with reducing
or discharging any liability incurred in connection with the purchase of shares in the
Company;(d)
    
    shares repurchased by the Company may be held as treasury shares and dealt with
by the Directors to the fullest extent permitted by the Law; and(e)
    
    fractions of shares may be issued or purchased by the Company.
 7.
    
    Subject to the authority conferred by Article 5 or any extension thereof, the unissued
shares shall be at the disposal of the Board which may allot, grant options over or
otherwise dispose of them to such persons on such terms and conditions and at such times as
the Board determines but so that no share shall be issued at a discount to its par value
except in
accordance with the Law and so that the amount payable on application on each share shall be
fixed by the Board.8.
    
    The Company may pay commission in money or shares to any person in consideration of his
subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares
in the Company or procuring or agreeing to procure subscriptions, whether absolute or
conditional, for any shares in the Company provided that the rate or amount of commission
shall be fixed by the Board and disclosed in accordance with the Law. The Company may also
pay brokerage charges.9.
    
    PREFERRED SHARES
 (1)
    
    IssueThe Preferred Shares may be issued from time to time in one or more series of
any number of shares, provided that the aggregate number of shares issued and not
cancelled of any and all such series shall not exceed the total number of shares of
Preferred Shares hereinabove authorised.(2)
    
    Directors Authorisation to Issue Preferred SharesSubject always to sub-Article 5(4), authority is hereby vested in the Directors from
time to time to authorise the issue of one or more series of Preferred Shares and,
in connection with the creation of such series, to fix by resolution or resolutions
providing for the issue of shares thereof the designations, powers, preferences and
relative, participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of such series in respect of the matters set
forth as follows:-
 (a)
    
    The maximum number of shares to constitute such series and the
distinctive designation thereof and the stated value thereof if different than
the par value thereof;(b)
    
    Whether the shares of such series shall have voting rights, in
addition to any voting rights provided by the Law, and, if so, the terms of
such voting rights;(c)
    
    The dividend rate, if any, on the shares of such series, the
conditions and dates upon which such dividends shall be payable, the preference
or relation which such dividends shall bear to the dividends payable on any
other class or classes




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or on any other series of capital stock, and whether
such dividends shall be cumulative or non-cumulative;(d)
    
    Whether the shares of such series shall be subject to
redemption by the Company, and, if made subject to redemption, the times,
prices and other terms and conditions of such redemption;(e)
    
    The rights of the holders of shares of such series upon the
liquidation, dissolution or winding up of the Company;(f)
    
    Whether or not the shares of such series shall be subject to
the operation of a retirement or sinking fund, and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series for retirement or to other
corporate purposes and the terms and provisions relative to the operation
thereof;(g)
    
    Whether or not the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes, or of any
other series of the same class, and if so convertible or exchangeable, the
price or prices or the rate or rates of conversion or exchange and the method,
if any, of adjusting the same;(h)
    
    The limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of dividends or the
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Company of, the Ordinary Shares, non-voting Ordinary Shares
or any other class or classes of shares of the Company ranking junior to the
shares of such series either as to dividends or upon liquidation;(i)
    
    The conditions or restrictions, if any, upon the creation of
indebtedness of the Company or upon the issue of any additional shares
(including additional shares of such series or of any other series or of any
other class) ranking on a parity with or prior to the shares of such series as
to dividends or distributions of assets on liquidation, dissolution or winding
up; and(j)
    
    Any other preference and relative, participating, optional or
other special rights and the qualifications, limitations or restrictions
thereof as shall not be inconsistent with this Article 9.
 (3)
    
    Relative RightsAll shares of any one series of Preferred Shares shall be identical with each other
in all respects, except that shares of any one series issued at different times may
differ as to the dates from which dividends, if any, thereon shall be cumulative;
and all series shall rank equally and be identical in all respects, except as
permitted by the provisions of this Article 9.(4)
    
    LiquidationIn the event of any liquidation, dissolution or winding up of the Company, before
any payment or distribution of the assets of the Company (whether capital or
surplus) shall be made to or set apart for the holders of any class or classes of
shares of the corporation ranking junior to the Preferred Shares upon liquidation,
the holders of shares of each series of Preferred Shares shall be entitled to
receive payment at the




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rate fixed in the resolution or resolutions adopted by the
Directors providing for the issue of such series with respect to such series, plus
(if dividends on shares of such series of Preferred Shares shall be cumulative) an
amount equal to all dividends (whether or not earned or declared) accumulated to the
date of final distribution to such holders; but except as shall be otherwise stated
and expressed in the resolution or resolutions of the Directors providing for the
issue of any series, they shall be entitled to no further payment. If, upon any
liquidation, dissolution or winding up of the Company, the assets of the Company, or
proceeds thereof, distributable among the holders of Preferred Shares shall be
insufficient to pay in full the preferential amount aforesaid, then such assets, or
the proceeds thereof, shall be distributed among such holders rateably in accordance
with the respective amounts which would be payable on such shares if all amounts
payable thereon were paid in full. Except as shall be otherwise stated and expressed
in the resolution or resolutions of the Directors providing for the issue of any
series, neither the consolidation nor merger of the Company with or into any other
corporation or corporations, nor the sale or transfer by the Company of all or any
part of its assets, shall be deemed to be a
liquidation, dissolution or winding up of the Company within the meaning of any of
the provisions of this Article 9.(5)
    
    Voting RightsExcept as shall be otherwise stated and expressed in the resolution or resolutions
of the Directors providing for the issue of any series and except as otherwise
required by the Law, the holders of Preferred Shares shall have, with respect to
such shares, no right or power to vote on any question or in any proceeding or to be
represented at, or to receive notice of, any meeting of Members.
 10.
    
    ORDINARY SHARES AND NON-VOTING ORDINARY SHARES
 (1)
    
    Except as otherwise expressly provided herein, the Ordinary Shares and
non-voting Ordinary Shares shall be identical and shall entitle the holders thereof to
the same rights and privileges.(2)
    
    DividendsWhen and as dividends are declared upon the ordinary shares of the Company, whether
payable in cash, in property or in shares of the Company, the holders of Ordinary
Shares and the holders of non-voting Ordinary Shares shall be entitled to share
equally, share for share, in such dividends, except that if dividends are declared
which are payable in Ordinary Shares or non-voting Ordinary Shares, dividends shall
be declared which are payable at the same rate in both classes of shares and the
dividends payable in Ordinary Shares shall be payable to holders of that class of
shares and the dividends payable in non-voting Ordinary Shares shall be payable to
holders of that class of shares. Anything contained in this Article 10(2) to the
contrary notwithstanding, dividends payable in only a single class of shares may be
paid both to holders of such class and to holders of any other class.(3)
    
    Conversion of Non-Voting Ordinary Shares into Ordinary SharesUpon the registration of the transfer of non-voting Ordinary Shares from the
original holder thereof to any third party not affiliated with such original holder,
such non-voting Ordinary Shares shall be redesignated in the books of the Company as
Ordinary Shares and shall automatically convert into the same number of Ordinary
Shares.




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(4)
    
    LiquidationUpon any liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, the assets of the Company remaining after the creditors of the Company
have been paid in full the amount to which they shall be entitled shall, subject to
Article 10(6), be distributed to the holders of Ordinary Shares and non-voting
Ordinary Shares equally, share for share. Except as shall be otherwise stated and
expressed in the resolution or resolutions of the Directors providing for the issue
of any series of Preferred Shares, neither the consolidation nor merger of the
Company with or into any other corporation or corporations, nor the sale or transfer
by the Company of all or any part of its assets, shall be deemed to be a
liquidation, dissolution or winding up of the Company with the meaning of any of the
provisions of this Article 10(4).(5)
    
    Voting RightsSubject to the Law, the holders of Ordinary Shares shall be entitled to vote on all
matters to be voted on by the Members, and the holders of non-voting Ordinary Shares
shall not be entitled to any such voting rights.(6)
    
    PreferencesThe Ordinary Shares and the non-voting Ordinary Shares are subject to all the
powers, rights, privileges, preferences and priorities of the Preferred Shares as
are stated and expressed hereinabove and as shall be stated and expressed in any
resolution or resolutions adopted by the Directors pursuant to authority expressly
granted to and vested in it by the provisions of these Articles.
 11.
    VARIATION OF CLASS RIGHTS
 (1)
    
    If at any time the share capital is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms of issue) may,
whether or not the Company is being wound up, be varied with the consent in writing of
the holders of three-fourths of the issued shares of that class or with the sanction of
a special resolution of the holders of the shares of that class.(2)
    
    The quorum for a variation of class rights meeting is:-
 (a)
    
    for a meeting other than an adjourned meeting, two (2) persons
present holding at least one third of the voting rights of the class in
question;(b)
    
    for an adjourned meeting, one (1) person holding shares of the
class in question; or(c)
    
    where the class has only one Member, that Member.
 (3)
    
    For the purposes of sub-Article 11(2) above, where a person is present by proxy
or proxies, he is treated as holding only the shares in respect of which the proxies
are authorised to exercise voting rights.(4)
    
    At a variation of class rights meeting, any holder of shares of the class in
question present may demand a poll.(5)
    
    For the purposes of this Article:-




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(a)
    
    any alteration of a provision contained in these Articles of
Incorporation for the variation of rights attached to a class of shares, or the
insertion of any such provision into the Articles, is itself to be treated as a
variation of those rights; and(b)
    
    references to the variation of rights attached to a class of
shares include references to their abrogation.
 (6)
    
    The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall not (unless otherwise expressly provided by the terms
of issue of the shares of that class) be deemed to be varied by the creation or issue
of further shares ranking senior or pari passu therewith.
 12.
    
    REGISTERED OWNERSWithout prejudice to Part XXIX of the Law, except as ordered by a court of competent
jurisdiction or as required by law, the Company shall not be affected or bound by or be
compelled in any way to recognise (even when having notice) any equitable, contingent,
future or partial interest in any share or fraction or (except only as by these Articles or
by law otherwise provided) or any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder and whether or not such share shall
be entered in the Register as held in trust or subject to any other form of beneficial
ownership, nor shall the Company be bound to see to the execution of any trust to which any
share may be subject.13.
    
    REGISTER OF MEMBERS
 (1)
    
    The Company shall keep the Register of Members and Index of Members in
accordance with Sections 123-128 of the Law and allow inspection in accordance with
Sections 127-128 of the Law. The Company may delegate the maintenance of its Register
of Members and Index of Members upon such terms as the Board may think fit. Subject to
the rules governing any uncertificated system under which the Companys shares may be
transferred electronically, the Register may be closed during such periods as the Board
think fit not exceeding in all thirty (30) days in any year. In the absence of
manifest error, the Register of Members shall be conclusive evidence as to the persons
entitled to the shares entered therein.(2)
    
    Each Member shall inform the Company by means of a notice addressed to the
Office of any change in his address and immediately after receipt of that notice the
entry of the address of that member in the Register shall be altered in conformity with
the notice given.
 14.
    
    TRANSFER AND TRANSMISSION OF SHARESThese Articles are subject to and do not limit or restrict the transfer of the Companys
shares pursuant to an uncertificated system or otherwise in accordance with the
Uncertificated Securities (Enabling Provisions) (Guernsey) Law, 2005. The Board may allow
settlement of the Companys shares in any manner at its discretion.15.
    
    On the death of a Member, the survivors, where the deceased was a joint holder and the
executors of the deceased where he was a sole holder, shall be the only persons recognised by
the Company as having any title to or interest in his shares; but nothing herein shall release
the estate of a deceased joint holder from any liability in respect of any share jointly held.




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16.
    
    A person entitled to shares in consequence of death, disability or insolvency shall not be
entitled to receive notice of or to attend or to vote at any meeting or (save as regards the
receipt of such dividends as the Board shall not elect to retain) to exercise any of the
rights of a holder unless and until he shall have been registered as holder.17.
    
    The registration of transfers may be suspended at such times and for such periods as the
Directors may from time to time determine provided that such registration of transfers shall
not be suspended for more than thirty (30) days in any year.18.
    
    UNTRACED SHAREHOLDERS
 (1)
    
    The Company shall be entitled to sell (at a price which the Company shall use
its reasonable endeavours to ensure is the best obtainable) the shares of a Member or
the
shares to which a person is entitled by virtue of transmission on death or
insolvency or otherwise by operation of law if and provided that:
 (i)
    
    during the period of not less than twelve (12) years prior to
the date of the publication of the advertisements referred to below (or, if
published on different dates, the first thereof) at least three (3) dividends
in respect of the shares in question have become payable and no dividend in
respect of those shares has been claimed; and(ii)
    
    the Company shall following the expiry of such period of twelve
(12) years have inserted advertisements, but in a national newspaper and in a
newspaper circulating in the area in which the last known address of the Member
or the address at which service of notices may be effected under these Articles
is located giving notice of its intention to sell the said shares; and(iii)
    
    during the period of three (3) months following the
publication of such advertisements (or, if published on different dates, the
last thereof) the Company shall have received indication neither of the
whereabouts nor of the existence of such Member or person; and(iv)
    
    notice shall have been given to the stock exchanges on which
the Company is listed, if any.
 (2)
    
    The foregoing provisions of this Article are subject to any restrictions
applicable under any regulations relating to the holding and/or transferring of
securities in any paperless system as may be introduced from time to time in respect of
the shares of the Company or any class thereof.
 19.
    
    ALTERATION OF CAPITAL
 (1)
    
    The Company may by ordinary resolution:-
 (a)
    
    consolidate and divide all or any of its share capital into
shares of larger amounts than its existing shares;(b)
    
    subject to sub-Article 19(2), subdivide all or any of its
shares into shares of a smaller amount;(c)
    
    cancel shares which, at the date of the passing of the
resolution, have not been taken up or agreed to be taken up by any person;




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(d)
    
    convert the whole, or any particular class, of its preference
shares into redeemable preference shares;(e)
    
    convert all or any of its shares the nominal amount of which is
expressed in a particular currency or former currency into shares of a nominal
amount of a different currency, the conversion being effected at the rate of
exchange (calculated to not less than 3 significant figures) current on the
date of the resolution or on such other day as may be specified therein; or(f)
    
    where its share capital is expressed in a particular currency
or former currency, denominate or redenominate it, whether by expressing its
amount in units or subdivisions of that currency or former currency, or
otherwise.
 (2)
    
    In any subdivision under sub-Article 19(1)(b), the proportion between the
amount paid and the amount, if any, unpaid on each reduced share shall be the same as
that proportion in the case of the share from which the reduced share was derived.
 20.
    
    The Board on any consolidation of shares or otherwise may deal with fractions of shares in
any manner.21.
    
    The Company may reduce its share capital, any capital account or any share premium account in
any manner and with and subject to any authorisation or consent required by the Law.22.
    
    GENERAL MEETINGS
 (1)
    
    The Company shall hold a general meeting at least once in every calendar year
and not more than fifteen (15) months may elapse between one annual general meeting and
the next. At each such annual general meeting shall be laid copies of the Companys
most recent accounts, directors report and, if applicable, the auditors report in
accordance with Section 252 of the Law. The requirement for a general meeting may be
waived by the Members in accordance with Section 201 of the Law. Other meetings of the
Company shall be called extraordinary general meetings.(2)
    
    General meetings may be held in Guernsey or elsewhere at the discretion of the
Directors.(3)
    
    A Member participating by video link or telephone conference call or other
electronic or telephonic means of communication in a meeting at which a quorum is
present shall be treated as having attended that meeting provided that each Member
participating in the communication can hear or read what is said or communicated by
each of the others.(4)
    
    A communication in which a quorum of Members participates pursuant to
sub-Article 22(3) shall be a valid meeting which shall be deemed to take place where
the largest group of those participating is assembled or, if there is no such group,
where the chairman of the meeting is present.
 23.
    
    Any general meeting convened by the Board, unless its time shall have been fixed by the
Company in general meeting or unless convened in pursuance of a requisition, may be postponed
by the Board by notice in writing and the meeting shall, subject to any further postponement
or adjournment, be held at the postponed date for the purpose of transacting the business
covered by the original notice.




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24.
    
    The Board may, whenever it thinks fit, and shall on the requisition of Members who hold more
than ten percent (10%) of such of the capital of the Company as carries the right to vote at
general meetings (excluding any capital held as treasury shares) in accordance with Sections
203 and 204 of the Law proceed to convene a general meeting.25.
    
    NOTICE OF GENERAL MEETINGS
 (1)
    
    An annual general meeting of a Company (other than an adjourned meeting) must
be called by notice of at least ten (10) clear days.(2)
    
    An extraordinary general meeting of a Company (other than an adjourned meeting)
must be called by notice of at least fourteen (14) clear days.(3)
    
    A general meeting may be called by shorter notice than otherwise required if
all the Members entitled to attend and vote so agree.
 26.
    
    Notices may be published on a website in accordance with Section 208 of the Law.
  (1)
    
    Notice of a general meeting of the Company must be sent to:-
 (a)
    
    every Member; and(b)
    
    every Director.
 (2)
    
    In sub-Article 27(1), the reference to Members includes only persons registered
as a Member.(3)
    
    For the purpose of determining the Members entitled to notice of or to vote at
any meeting or adjourned meeting of the Company, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of shares or for the purpose of
any other lawful action, the Directors may fix, in advance, a date as a record date for
such determination of Members. Such record date shall not be more than sixty or less
than thirty days before the date of such meeting, or more than sixty days prior to any
other action.
  (1)
    
    Notice of a general meeting of a company must:-
 (a)
    
    state the time and date of the meeting;(b)
    
    state the place of the meeting;(c)
    
    specify any special business to be put to the meeting (as
defined in Article32);(d)
    
    contain the information required under Section 178(6)(a) of the
Law in respect of a resolution which is to be proposed as a special resolution
at the meeting;(e)
    
    contain the information required under Section 179(6)(a) of the
Law in respect of a resolution which is to be proposed as a waiver resolution
at the meeting; and




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(f)
    
    contain the information required under Section 180(3)(a) of the
Law in respect of a resolution which is to be proposed as a unanimous
resolution at the meeting.
 (2)
    
    Notice of a general meeting must state the general nature of the business to be
dealt with at the meeting.
  (1)
    
    Where, by any provision of the Law, special notice is required of a resolution,
the resolution is not effective unless notice of the intention to move it has been
given to the Company at least twenty-eight (28) clear days before the date of the
meeting at which it is moved.(2)
    
    The Company must, where practicable, give its Members notice of any such
resolution in the same manner and at the same time as it gives notice of the meeting.(3)
    
    Where that is not practicable, the Company must give its members notice at
least fourteen (14) clear days before the meeting -
 (a)
    
    by notice in La Gazette Officielle, or(b)
    
    in any other manner deemed appropriate by the Board.
 (4)
    
    If, after notice of the intention to move such a resolution has been given to
the
Company, a meeting is called for a date twenty-eight (28) clear days or less after
the notice has been given, the notice is deemed to have been properly given, though
not given within the time required.
 30.
    
    In every notice calling a meeting of the Company there must appear a statement informing the
Member of:-
 (a)
    
    his rights to appoint a proxy and under Section 222 of the Law;
and(b)
    
    the right to appoint more than one proxy.
 31.
    
    The accidental omission to give notice of any meeting to or the non receipt of such notice by
any Member shall not invalidate any resolution or any proposed resolution otherwise duly
approved.32.
    
    PROCEEDINGS AT GENERAL MEETINGSThe ordinary business of a general meeting shall be to receive and consider the profit
and loss account and the balance sheet of the Company and the reports of the Directors and
the Auditors, if any, to elect Directors and appoint Auditors in the place of those
retiring, to fix the remuneration of the Auditors, to sanction or declare dividends (if
required by these Articles) and to transact any other ordinary business which ought to be
transacted at such meeting. All other business shall be deemed special and shall be subject
to notice as hereinbefore provided.33.
    
    The quorum for a general meeting shall be two (2) or more Members holding the majority of the
voting rights applicable at such meeting present in person or by proxy provided that, if the
Company shall have only one (1) Member entitled to attend and vote at the general meeting,
that Member shall constitute a quorum.




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##### 



34.
    
    If, within half an hour after the time appointed for the meeting, a quorum is not present,
the meeting, if convened by or upon a requisition, shall be dissolved. If otherwise convened,
it may be adjourned at any time to any other time and to any other place by the chairman of
the meeting, provided that it shall not be necessary to notify any Member of any adjournment
of less than twenty (20) clear days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the adjournment a new
record date is fixed for the adjourned meeting.
  (1)
    
    The chairman of any general meeting shall be either:-
 (a)
    
    the Chairman of the Board;(b)
    
    in the absence of the Chairman, or if the Board has no
chairman, then the Board shall nominate one of their number to preside as
chairman;(c)
    
    if neither the Chairman of the Board nor the nominated Director
are present at the meeting, then the Directors present at the meeting shall
elect one of their number to be the Chairman,(d)
    
    if only one Director is present at the meeting, then he shall
be Chairman of the general meeting; or(e)
    
    if no Directors are present at the meeting, then the Members
present shall elect a Chairman for the meeting by an ordinary resolution.
 (2)
    
    The Chairman of the general meeting shall conduct the meeting in such a manner
as, subject to the Law, he thinks fit and may adjourn the meeting from time to time and
limit the time for Members to speak.(3)
    
    A Director of the Company shall be entitled to attend and speak at any general
meeting and at any separate meeting of the holders of any class of shares in the
Company regardless of whether that Director is a Member of the Company or a holder of
the relevant class of shares.
 36.
    
    The Chairman may, with the consent of any meeting at which a quorum is present, and shall if
so directed by the meeting, adjourn the meeting at any time and to any place. When a meeting
is adjourned for more than twenty (20) clear days or where business other than the business
left unfinished at the meeting from which the adjournment took place is to be put to the
adjournment meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
  (1)
    
    At any meeting, a resolution put to the vote shall be decided by a show of
hands or by a poll at the option of the Chairman. Nevertheless before or on the
declaration of the result a poll may be demanded:-
 (a)
    
    by the Chairman; or(b)
    
    by not less than five (5) Members having the right to vote on
the resolution; or




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##### 



(c)
    
    by a Member or Members representing not less than ten (10) per
cent of the total voting rights of all Members having the right to vote on the
resolution.
 (2)
    
    The demand for a poll may be withdrawn.(3)
    
    Unless a poll is demanded, a declaration by the Chairman that a resolution has
on a show of hands been carried or carried unanimously or by a particular majority or
lost and an entry to that effect in the minute book, shall be conclusive evidence of
the fact without proof of the number or proportion of the votes recorded.
 38.
    
    A poll, if demanded, shall be taken at the meeting at which the same is demanded or at such
other time and place as the Chairman shall direct and the result shall be deemed the
resolution of the meeting.39.
    
    The demand for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which a poll has been demanded.40.
    
    If a poll shall be duly demanded on the election of a Chairman or on any question of
adjournment, it shall be taken at once.41.
    
    In case of an equality of votes on a poll, the Chairman shall have a second or casting vote.42.
    
    VOTES OF MEMBERS
 (1)
    
    On a show of hands, every Member present in person or by proxy shall have one
vote subject to any special voting powers or restrictions.(2)
    
    On a poll, every Member present in person or by proxy shall have one vote for
each share held by him subject to any special voting powers or restrictions.
 43.
    
    Where there are joint registered holders of any shares, such persons shall not have the right
of voting individually in respect of such share but shall elect one of their number to
represent them and to vote whether in person or by proxy in their name. In default of such
election the person whose name stands first on the Register shall alone be entitled to vote.44.
    
    Any Member, being incapable or of unsound mind, may vote by his curator or other legal
guardian. Any of such persons may vote either personally or by proxy.45.
    
    On a poll, votes may be given either personally or by proxy and a Member entitled to more
than one vote need not use all his votes or cast all the votes he uses in the same way. A
proxy need not be a Member. An instrument of proxy may be valid for one or more meetings.
  (1)
    
    No Member shall be entitled to be present or take part in any proceedings or
vote, either personally or by proxy, at any meeting unless all calls due from him have
been paid.(2)
    
    No Member shall be entitled to vote in respect of any shares that he has
acquired unless he has been registered in the Register as their holder.
 47.
    
    No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered and every vote not
disallowed shall be valid for all purposes. Any objection made in due time shall be referred
to the Chairman whose decision shall be final and binding.




---



##### 



48.
    
    PROXIESA member is entitled to appoint another person as his proxy to exercise all or any of
his rights to attend and to speak and vote at a meeting of the Company. A member may appoint
more than one proxy in relation to a meeting, provided that each proxy is appointed to
exercise the rights attached to a different share or shares held by him.49.
    
    The instrument appointing a proxy and the power of attorney or other authority (if any) under
which it is signed or a notarially certified copy of that power or authority shall be
deposited at the Office not less than forty eight (48) hours before the time for holding the
meeting or adjourned meeting at which the person named in the instrument proposes to vote or,
in the case of a poll, not less than twenty four (24) hours before the time appointed for the
taking of
the poll and in default, unless the Board directs otherwise, the instrument of proxy shall
not be treated as valid.50.
    
    The instrument appointing a proxy and may include an instruction by the appointor to the
proxy either to vote for or against any resolution to be put to the meeting.51.
    
    The instrument appointing a proxy shall be in writing under the hand of the appointor or of
his attorney duly authorised in writing or if the appointor is a corporation under the hand of
an officer or attorney duly authorised and may be in any form prescribed by the rules of any
stock exchange or approved by the Board.52.
    
    The instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll and shall be as valid for any adjournment as for the meeting to which it
relates.53.
    
    Without prejudice to Section 226 of the Law, a vote given in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the previous death or disability of the
principal or revocation of the proxy or of the authority under which the proxy was executed
provided that no intimation in writing of such death disability or revocation shall have been
received by the Company at the Office before the commencement of the meeting or adjournment or
the taking of the poll at which the proxy is used.54.
    
    Any corporation which is a Member may, by resolution of its directors or other governing
body, authorise such person as it thinks fit to act as its representative at any meeting of
the Company or of any class of Members of the Company or to approve any resolution submitted
in writing and the person so authorised shall be entitled to exercise on behalf of the
corporation which he represents the same powers (other than to appoint a proxy) as that
corporation could exercise if it were an individual Member of the Company.55.
    
    Any Member may appoint by power of attorney some person, whether a Member or not, to act as
his attorney for the purposes of receiving notices of and attending general meetings and
exercising the rights of the Member thereat, and upon such power of attorney being deposited
at the Office together with a notice from the attorney giving his address, an entry thereof
shall be made in the Register and all notices of meetings held during the continuance in force
of such power of attorney shall be served upon the attorney thereby appointed as if such
attorney were a Member of the Company and registered owner of the shares, and all notices,
except where otherwise herein expressly provided, shall be deemed duly served if served upon
such attorney in accordance with these Articles, and the attorney shall be entitled to attend
any general meetings held during the continuance of his appointment and to vote thereat in
respect of the shares of any Member appointing him, such vote to be exercised either
personally or by proxy appointed by the attorney. Every such power shall remain in full force
notwithstanding the death of the Member or its revocation by other means, unless




---



##### 



and until
express notice in writing of such death or revocation shall have been given to the Company.56.
    
    WRITTEN RESOLUTIONSResolutions of the Members may be approved in writing if so determined by the Directors or
the Members in accordance with Part XIII of the Law and every Member voting thereon shall
have one vote for each share subject to any special voting powers or restrictions.57.
    
    Notice specifying the proposed resolution in writing may be sent by the Company to Members by
post or by facsimile or such other telephonic or electronic means of written communications as
the Board may, subject to the Law, determine at any time.58.
    
    Notices of proposed written resolutions forwarded by post shall be sent to the address of
such Members entered in the Register. Notices forwarded by any telephonic or electronic means
of written communication shall be forwarded to such destination as the Member in question may
at any time designate in writing signed by him.59.
    
    Notices of proposed written resolutions shall incorporate or be accompanied by an instrument
to be signed by or on behalf of the Member to who it is addressed for the purpose of approving
the same.60.
    
    Any notice of a proposed written resolution shall specify a date and time (whether greater or
lesser than any period for the time being prescribed by the Law) at which the instrument or
instruments signed by or on behalf of the Members voting in favour thereof shall be counted
and at which the resolution if approved by the requisite majority shall become effective. No
instrument received or signature appended thereto after such time shall be counted.61.
    
    Notwithstanding anything else contained herein (and in particular the method of sending the
notice of and instrument for approving the written resolution to Members) all such instruments
containing such approval shall be in writing and signed by the Member or Members in question.
The signature of a Member shall be acceptable for such purposes if received by facsimile
telephonic transmission or in any other way specified in the notice.62.
    
    The accidental omission to give notice of any proposed written resolution to or the non
receipt of such notice by any Member shall not invalidate any resolution or any proposed
resolution otherwise duly approved.63.
    
    NUMBER, APPOINTMENT AND QUALIFICATION OF DIRECTORSThe number of Directors shall be authorised by the Board from time to time but shall
not be less than three (3) nor more than twenty (20).64.
    
    The Board shall have power at any time to appoint any person eligible in accordance with
Section 137 of the Law to be a Director either to fill a casual vacancy or as an addition to
the existing Directors but so that the total number of Directors shall not at any time exceed
the number, if any, fixed pursuant to these Articles. Any Director so appointed shall hold
office only until the next following annual general meeting and shall then be eligible for
re-election.65.
    
    No person other than a Director retiring at a general meeting shall, unless recommended by
the Directors, be eligible for election by the Company to the office of Director unless, not
less than twenty-one (21) clear days before the date appointed for the meetings there shall
have been left at the Office and delivered to either the Secretary of the Company or the
Chairman of Directors notice in writing signed by a Member duly qualified to attend and vote




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##### 



at the meeting for which such notice is given of his intention to propose such person for
election together with notice in writing signed by that person of his willingness to be
elected. On receipt of such notice, the Secretary or the Chairman of Directors (as the case
shall be) shall promptly forward a copy to all Directors.66.
    
    The appointment of any person proposed as a Director shall be effected by a separate
resolution.67.
    
    Without prejudice to the powers of the Board, the Company in general meeting may appoint any
person to be a Director either to fill a casual vacancy or as an additional Director.68.
    
    A share qualification for a Director may be fixed by the Board and unless and until so fixed
no qualification shall be required.69.
    
    A Director may not appoint an alternate.
  (1)
    
    A Director may hold any other office or place of profit under the Company
(other than Auditor) in conjunction with his office of Director for such period and on
such terms (as to remuneration and otherwise) as the Board may determine and no
Director shall be disqualified by his office from contracting with the Company, either
with regard to his tenure of any such other office or place of profit or as vendor,
purchaser or otherwise, nor shall any such contract or any contract or arrangement
entered into by or on behalf of the Company in which any Director is in any way
interested be liable to be avoided nor shall any Director so contracting or being so
interested be liable to account to the Company for any profits realised by any such
contract or arrangement by reason of such Director holding that office or of the
fiduciary relationship thereby established.(2)
    
    Any Director may act by himself or his firm in a professional capacity for the
Company and he or his firm shall be entitled to remuneration for professional services
as if he were not a Director.
 71.
    
    REMUNERATION OF DIRECTORS
 (1)
    
    The Directors shall be paid out of the funds of the Company by way of fees
such sums as the Board shall reasonably determine.(2)
    
    The Directors shall also be entitled to be repaid all reasonable out of
pocket expenses properly incurred by them in or with a view to the performance of
their duties or in attending meetings of the Board or of committees or general
meetings.(3)
    
    If any Director, having been requested by the Board, shall render or perform
extra or special services or shall travel or go to or reside in any country not his
usual place of residence for any business or purpose of the Company, he shall be
entitled to receive such sum as the Board may think fit for expenses and also such
remuneration as the Board may think fit, either as a fixed sum or as a percentage of
profits or otherwise, and such remuneration may, as the Board shall determine, be
either in addition to or in substitution for any other remuneration which he may be
entitled to receive.




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##### 



72.
    
    INDEMNITIES
 (1)
    
    The Directors and officers of the Company and their respective heirs and
executors shall be fully indemnified, and the directors and officers of any subsidiary
of the Company and their respective heirs and executors may be fully indemnified, out
of the assets of the Company from and against all actions, costs, charges, losses,
damages, expenses and liabilities, including the reasonable legal and other expenses
incurred in defending any Claim (whether in relation to civil or criminal proceedings
or the making any application for relief under section 522 of the Law) on an as
incurred basis (together Liabilities), arising out of any claims made against him
or his heirs or executors in connection with the performance of his duties as a
Director or officer of the Company or as a director or officer of any subsidiary
thereof (a Claim).(2)
    
    Notwithstanding the terms of sub-Article 72(1), the Company shall not provide
such indemnity with respect to any Liability incurred by any such indemnified person
(an Indemnitee):
 i.
    
    to the extent prohibited by the Law or the
Companys Articles of Incorporation or otherwise as prohibited by law;ii.
    
    to the Company or any subsidiary thereof in
connection with any negligence, default, breach of duty or breach of
trust in relation to the Company or such subsidiary;iii.
    
    in defending, or in connection with, any Claim
brought by the Company;iv.
    
    to pay a fine imposed in criminal proceedings;v.
    
    to pay a sum payable to a regulatory authority by
way of a penalty in respect of non-compliance with any requirement of a
regulatory nature (howsoever arising);vi.
    
    in defending criminal proceedings in which he is
convicted, and in the event that the Indemnitee is convicted, the
Indemnitee will repay to the Company any amount received from the Company
under sub-Article 72(1) in respect of legal or other expenses or any
other Liability incurred by the Indemnitee in defending such proceedings,
or in connection with the criminal proceedings and any such repayment
must be made not later than the date on which the conviction becomes
final (as defined in the Law);vii.
    
    in defending civil proceedings brought by the
Company, or an associated company (as defined in the Law), in which
judgment is given against him, and in the event that the judgement is
given against him, the Indemnitee will repay to the Company any amount
received from the Company under sub-Article 72(1) in respect of legal or
other expenses or any other Liability incurred by the Indemnitee in
defending, or in connection with the civil proceedings and any such
repayment must be made not later than the date on which the judgement
becomes final (as defined in the Law);viii.
    
    in connection with an application for relief under
section 522 of the Companies Law in which the Court refuses to grant him
relief, and in the event that the Indemnitee is refused relief, the
Indemnitee will repay to the Company any amount received from the Company
under sub-Article 72(1) in




---



##### 



respect of legal or other expenses or any
other Liability incurred by the Indemnitee in making such application, or
in connection with the relief proceedings and any such repayment must be
made not later than the date on which the refusal of relief becomes final
(as defined in the Law);ix.
    
    to the extent that any recovery is made by the
Indemnitee under any policy of insurance;x.
    
    arising out of the Indemnitees fraud or wilful act
or default; orxi.
    
    that arises as a result of the Indemnitee knowingly
acting beyond the scope of his authority.
 (3)
    
    The Board may agree to such contractual indemnities for the benefit of the
Directors, officers, employees and other agents and contracting parties of the Company
or any of its subsidiaries as it may, from time to time, deem fit.(4)
    
    Notwithstanding sub-Article 72(2), the Board may, to the fullest extent
permitted by the Law, purchase and maintain, at the expense of the Company, insurance
for the benefit of the Directors, officers, directors, employees and other agents of
the Company or any of its subsidiaries and/or to cover corporate reimbursement of such
Directors, officers, directors, employees and other agents.
 73.
    
    MANAGEMENT OF THE COMPANYSubject to any modifications, exceptions or limitations contained in the Law, the
Memorandum or these Articles, the business and affairs of the Company shall be managed by,
or under the direction or supervision of, the Board. The Board shall have all the powers
necessary for managing, and for directing and supervising the management of, the business
and affairs of the Company, including the power to borrow money and to mortgage,
hypothecate, pledge or charge all or part of its undertaking property and uncalled capital
and to issue debentures and other securities, whether outright or as collateral security for
any liability or obligation of the Company or of any third party. The general powers given
by this Article shall not be limited or restricted by any special authority or power given
to the Board by any other Article.74.
    
    The Board may arrange that any branch of the business carried on by the Company or any other
business in which the Company may be interested shall be carried on by or through one or more
subsidiary companies and the Board may on behalf of the Company make such arrangements as it
thinks advisable for taking the profits or bearing the losses of any branch or business so
carried on or for financing, assisting or subsidising any such subsidiary company or
guaranteeing its contracts, obligations or liabilities.75.
    
    The Board may establish any local boards or agencies for managing any of the affairs of the
Company and may appoint any one or more of its number or any other persons to be members of
such local Boards or any managers or agents and may fix their remuneration and may delegate to
any local board manager or agent any of the powers, authorities and discretions vested in the
Board, with power to sub-delegate, and may authorise the members of any local board to fill
any vacancies and to act notwithstanding vacancies and any such appointment or delegation may
be made upon such terms and subject to such conditions as the Board may think fit and the
Board may remove any person so appointed and may annul or vary any such delegation but no
person dealing in good faith and without notice of any such annulment or variation shall be
affected thereby.




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##### 



76.
    
    The Board may, at any time, by power of attorney given under the hand of such person or
persons duly authorised by the Board in that behalf, appoint any person or any fluctuating
body of persons, whether nominated directly or indirectly by the Board, to be the attorney of
the Company for such purposes and with such powers and discretions and for such periods and
subject to such conditions as the Board may think fit and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing with any
attorney as the Board may think fit and may also authorise any attorney to sub-delegate all or
any of his powers and discretions.77.
    
    All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and
all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed in such manner as the Board shall, at any time, determine.78.
    
    DISQUALIFICATION OF DIRECTORSA Director shall cease to hold office:-
 (a)
    
    if he (not being a person holding for a fixed term an executive office subject
to termination if he ceases for any reason to be a Director) resigns his office by
written notice signed by him sent to or deposited at the Office;(b)
    
    if he shall have absented himself (such absence not being absence with leave or
by arrangement with the Board on the affairs of the Company) from meetings of the Board
for a consecutive period of twelve months and the Board resolves that his office shall
be vacated;(c)
    
    if he dies or becomes of unsound mind or incapable;(d)
    
    if he becomes insolvent suspends payment or compounds with his creditors;(e)
    
    if he is requested to resign by written notice signed by all his co-Directors;(f)
    
    if the Company in general meeting shall declare that he shall cease to be a
Director; or(g)
    
    if he becomes ineligible to be a Director in accordance with Section 137 of the
Law.
 79.
    
    If the Company in general meeting removes any Director before the expiration of his period of
office, it or the Board may appoint another person to be a Director in his stead who shall
retain his office so long only as the Director in whose stead he is appointed would have held
the same if he had not been removed. Such removal shall be without prejudice to any claims
such Director may have for damages for breach of any contract of service between him and the
Company.80.
    
    PROCEEDINGS OF DIRECTORS
 (1)
    
    The Board may meet for the dispatch of business adjourn and otherwise regulate
its meetings as it thinks fit. Questions arising at any meeting shall be decided by a
majority of votes. In case of an equality of votes the Chairman at the meeting shall
have a second or casting vote.(2)
    
    A Director in communication with one or more other directors so that each
director participating in the communication can hear or read what is said or
communicated by each of the others, is deemed to be present at a meeting with the other
directors so




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##### 



participating and, where a quorum is present, such meeting shall be
treated as a validly held meeting of the Board and shall be deemed to have been held in
the place where the Chairman is present.
 81.
    
    A video link or telephone conference call or other electronic or telephonic means of
communication in which a quorum of Directors participates and all participants can hear and
speak to each other shall be a valid meeting which shall be deemed to take place where the
Chairman is present unless the Directors resolve otherwise.82.
    
    Any Director may, and the Secretary on the requisition of a Director shall, convene a meeting
of the Board. The Board shall determine the notice necessary for its meetings and the persons,
in addition to all the Directors and the Secretary, to whom such notice shall be given
but, unless resolved otherwise by the Board, at least 72 hours notice of a meeting shall be
required.83.
    
    A meeting of the Board at which a quorum is present shall be competent to exercise all powers
and discretions exercisable by the Board. The adoption of a resolution by the Directors shall
require the affirmative vote of a majority of the Directors then in office present personally,
by telephone conference or other electronic means. No resolution shall be adopted unless the
number of Directors comprising the requisite quorum are present.84.
    
    The quorum necessary for the transaction of the business of the Board may be fixed by the
Board and, unless so fixed, shall be a majority of the Directors then in office.85.
    
    The continuing Directors may act notwithstanding any vacancy but, if and so long as their
number is reduced below the minimum number fixed pursuant to these Articles, the continuing
Directors may act for the purpose of increasing the number of Directors to that number or of
summoning a general meeting but for no other purpose. If there are no Directors able or
willing to act, then any Member may summon a general meeting for the purpose of appointing
Directors.86.
    
    The Board may elect a Chairman of their meetings and determine the period for which he is to
hold office. If no such Chairman is elected or if at any meeting the Chairman is not present
within five (5) minutes after the time appointed for holding the same, the Directors present
may choose one of their number to be Chairman of the meeting.87.
    
    The Board may delegate any of their powers to committees consisting of such one or more
Directors as they think fit. Any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on it by the Board. A committee may
elect a chairman of its meetings; if no such chairman is elected or if at any meeting the
chairman is not present within five (5) minutes after the time appointed for holding the same,
the committee members present may choose one of their number to be chairman of the meeting.88.
    
    A committee may meet and adjourn as it thinks proper. Questions arising at any committee
meeting shall be determined by a majority of votes of the committee members present, and in
the case of an equality of votes, the chairman shall have a second or casting vote.89.
    
    All acts done by any meetings of the Directors or of a committee of the Directors or by any
person acting as a Director shall, notwithstanding that it is afterwards discovered that there
was a defect in the appointment of any of the Directors or persons acting as aforesaid, or
that they or any of them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.




---



##### 



90.
    
    A resolution in writing signed by each Director entitled to receive notice of a meeting of
the Board or by all the members of a committee shall be as valid and effectual as a resolution
passed at a meeting of the Board or committee. Such resolution may be contained in one
document or in several documents in like form each signed by one or more of the Directors or
members of the committee and may be transmitted to the Company by facsimile.91.
    
    EXECUTIVE DIRECTORS
 (1)
    
    The Board may at any time appoint one or more of their body to be holder of any
executive office including the office of Managing Director on such terms and for such
periods as they may determine.(2)
    
    The appointment of any Director to any executive office shall be subject to
termination if he ceases from any cause to be a Director but without prejudice to any
claim for damages for breach of any contract of service between him and the Company.(3)
    
    A Managing Director or Chairman shall receive such remuneration (whether by way
of salary, commission, or participation in profits or combination thereof) as the
Directors may determine.(4)
    
    The Board may entrust to and confer upon a Director holding any executive
office any of the powers exercisable by the Board upon such terms and conditions and
with such restrictions as it thinks fit either collaterally with or to the exclusion of
their own powers and may at any time revoke withdraw alter or vary all or any of such
powers.
 92.
    
    DIVIDENDSSubject to compliance with Section 304 of the Law and the approval of the holders of Ordinary Shares by ordinary resolution for dividends on such shares:
 (1)
    
    the Board may at any time declare and pay such dividends to Members according
to their right and interest; and(2)
    
    the method of payment of dividends shall be at the discretion of the Board.
 93.
    
    All dividends shall be apportioned and paid proportionately to the amounts paid or credited
as paid on the shares during any portion or portions of the period in respect of which the
dividend is paid; but if any share is issued on terms providing that it shall rank for
dividend as from a particular date such share shall rank for dividend accordingly.94.
    
    Unless and to the extent that the rights attached to any shares or the terms of issue thereof
otherwise provide, all dividends shall be declared and paid pro rata according to the number
of shares held by each Member.95.
    
    The Directors may retain dividends payable upon shares in respect of which any person is
entitled to become a Member under Article 16 or otherwise until such person shall be
registered as a Member in respect thereof or shall duly transfer the same.96.
    
    The Board may deduct from any dividend payable to any Member on or in respect of a share all
sums of money (if any) presently payable by him to the Company on account of calls or
otherwise.




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97.
    
    The Board may retain any dividend or other moneys payable on or in respect of a share on
which the Company has a lien and may apply the same in or towards satisfaction of the
liabilities or obligations in respect of which the lien exists.98.
    
    At the discretion of the Board, any dividend may be paid wholly or in part by the
distribution of specific assets and, in particular, of paid-up shares of the Company. Where
any difficulty arises in regard to such distribution the Board may settle the same as it
thinks expedient and in particular may issue fractional shares and fix the value for
distribution of such specific assets and may determine that cash payments shall be made to any
Members upon the footing of the value so fixed in order to adjust the rights of Members and
may vest any such specific assets in trustees for the Members entitled as may seem expedient
to the Board.99.
    
    Any dividend interest or other moneys payable in cash in respect of shares may be paid by
cheque or warrant sent through the post to the registered address of the holder or, in the
case of joint holders, to the registered address of that one of the joint holders who is first
named on the Register. Any one of two or more joint holders may give effectual receipts for
any dividends, interest, bonuses or other moneys payable in respect of their joint holdings.100.
    
    No dividend or other moneys payable on or in respect of a share shall bear interest against
the Company.101.
    
    All unclaimed dividends may be invested or otherwise made use of by the Board for the benefit
of the Company until claimed and the Company shall not be constituted a trustee in respect
thereof. All dividends unclaimed for a period of six (6) years after having been declared
shall be forfeited and shall revert to the Company.102.
    
    RESERVESThe Board may, before recommending any dividend, set aside such sums (out of profits or
otherwise) as it thinks proper as reserves which shall, at the discretion of the Board, be
applicable for any purpose to which such sums may be properly applied and, pending such
application, may either be employed in the business of the Company or be invested in such
investments as the Board may at any time think fit. The Board may also, without placing the
same to reserve, carry forward any profits or other sums which it may think prudent not to
distribute.103.
    
    CAPITALISATION OF PROFITSThe Board may resolve that it is desirable to capitalise any part of the amount for the
time being standing to the credit of any of the Companys reserve accounts or to the credit
of the profit and loss account or otherwise available for distribution and accordingly that
such sums be set free for distribution amongst the Members who would have been entitled
thereto if distributed and in the same proportions on condition that the same be not paid in
cash but be applied either in or towards paying up any amounts for the time being unpaid on
any shares held by such Members respectively or paying up in full unissued shares of the
Company to be allotted and distributed credited as fully paid to and amongst such Members.104.
    
    Whenever such resolution shall have been passed, the Board shall make all appropriations and
applications of the reserves or profits resolved to be capitalised and all allotments and
issues of fully-paid shares and generally shall do all things required to give effect thereto
with full power to the Board to make such provision by payment in cash or otherwise as it
thinks fit for the case of shares becoming distributable in fractions and also to authorise
any person to enter on behalf of all Members entitled thereto into an agreement with the
Company providing for the allotment to them respectively credited as fully paid of any




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further
shares to which they may be entitled upon such capitalisation or (as the case may require) for
the payment up by the Company on their behalf by the application thereto of their respective
proportions of the amounts resolved to be capitalised of the amounts or any part of the
amounts remaining unpaid on their existing shares and any agreement made under such authority
shall be effective and binding on all such Members.105.
    
    NOTICESA notice or other communication may be given by the Company to any Member either personally
or by sending it by prepaid post addressed to such Member at his registered address (or,
subject to Article 109, in electronic form) or if he desires that notices shall be sent to
some other address or person to the address or person nominated for such purpose.
  (1)
    
    Any notice or other document, if served by post (including registered post,
recorded delivery service or ordinary letter post), shall be deemed to have been served
on the third day after the day on which the same was posted from Guernsey to an address
in the United Kingdom, the Channel Islands or the Isle of Man and, in any other case,
on the seventh day following that on which the same was posted.(2)
    
    Service of a document sent by post shall be proved by showing the date of
posting, the address thereon and the fact of pre-payment.(3)
    
    Any notice or other document, if transmitted by electronic communication,
facsimile transmission or other similar means which produce or enable the production of
a document containing the text of the communication, shall be regarded as served when
it is received.
 107.
    
    A notice may be given by the Company to the joint holders of a share by giving the notice to
the joint holder first named in the Register in respect of the share.108.
    
    Any notice or other communication sent to the address of any Member shall, notwithstanding
the death, disability or insolvency of such Member and whether the Company has notice thereof,
be deemed to have been duly served in respect of any share registered in the name of such
Member as sole or joint holder and such service shall, for all purposes, be deemed a
sufficient service of such notice or document on all persons interested (whether jointly with
or as claiming through or under him) in any such share.109.
    
    All Members shall be deemed to have agreed to accept communication from the Company by
electronic means in accordance with Section 526 and Schedule 3 of the Law unless a Member
notifies the Company otherwise. Notice under this Article must be in writing and signed by
the Member and delivered to the Companys Office or such other place as the Board directs.110.
    
    WINDING UPThe Company shall be wound up in any of the circumstances specified in the Law.
  (1)
    
    If the Company shall be wound up whether voluntarily or otherwise the
Liquidator may with the sanction of a special resolution divide among the Members in
specie any part of the assets of the Company and may with the like sanction vest any
part of




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##### 



the assets of the Company in trustees upon such trusts for the benefit of the
Members as the Liquidator with the like sanction shall think fit.(2)
    
    If thought expedient subject to the obtaining of any necessary consents or
sanctions any such division may be otherwise than in accordance with the then existing
rights of the Members and in particular any class may be given preferential or special
rights or may be excluded altogether or in part but in default of any such provision
the assets shall subject to the rights of the holders of shares issued with special
rights or privileges or on special conditions be distributed rateably according to the
amount paid up on the shares.(3)
    
    In case any of the shares to be divided as aforesaid involve a liability to
calls or otherwise any person entitled under such division to any of the said shares
may
within fourteen (14) clear days after the passing of the special resolution by
notice in writing direct the Liquidator to sell his proportion and pay him the net
proceeds and the Liquidator shall if practicable act accordingly.
 112.
    
    INSPECTION OF REGISTERS AND OTHER RECORDS
 (1)
    
    A Director shall be entitled at any time to inspect the Register, the
minute books, the annual return, the register of Directors and secretaries and the
index, if any, of Members.(2)
    
    A Member shall be entitled on giving not less than one days notice to
inspect the Register and the other documents mentioned in sub-Article 112 (1) other
than the minutes of proceedings at Directors meetings.(3)
    
    Any person who is not a Director or a Member shall be entitled on
giving not less than three days notice to inspect the Register, the register of
Directors and secretaries and the index, if any, of Members.(4)
    
    The rights of inspection herein referred to shall be exercisable from
2.30PM to 4.30PM on any weekday when banks in Guernsey are open for business.(5)
    
    Subject to sub-Article 112 (2), no Member shall (as such) have any
right to inspect the accounting records or other books or documents of the Company
except as conferred by the Law or authorised by the Directors or by ordinary
resolution.