**Exhibit 3.26**

 

**Companies(Victoria) CodeCompany Limited By Shares**

 

**MEMORANDUM**OF ASSOCIATIONOFDUXTECH PTY. LIMITED

 

1.                                       Thename of the company is DUXTECH PTY. LTD.

 

2.                                       Subjectto the Companies (Victoria) Code, the Company has the rights, the powers and privilegesof a natural person and, without limiting the generality of the foregoing, haspower:

(a)                                  toissue and allot fully or partly paid shares in the Company;

(b)                                 toissue debentures of the Company;

(c)                                  todistribute any of the property of the Company among the members, in kind orotherwise;

(d)                                 togive security by charging uncalled capital;

(e)                                  togrant a floating charge on property of the Company;

(f)                                    toprocure the Company to be registered or recognised as a body corporate in anyplace outside the State; and

(g)                                 todo any other act that it is authorised to do by any other law.

 

3.                                       Theliability of the members is limited.

 

4.                                       Theshare capital with which the Company proposed to be registered is One HundredThousand dollars ($100,000.00) divided into One Hundred Thousand (100,000)shares of One dollar ($1.00) each with power to increase or reduce the capitaland to divide the shares in the original or increased capital for the timebeing into several classes for the time being with such deferred qualified orspecial rights privileges or conditions with reference to preferentialguaranteed fixed fluctuating redeemable or to other dividend or interest orwith such priority in the distribution of assets or otherwise as shall fromtime to time be determined by the Company.

 

5.                                       Thefull names, addresses and occupations of the subscribers to this Memorandum ofAssociation are as follows:

 
| PETER DEAN  37 Jones Road  Tyabb 3913  Consultant |   | and |   | BRENDA DEAN  37 Jones Road  Tyabb 3913  Consultant |
|---------------------------------------------------|--------|-----|--------|----------------------------------------------------|

 

We, the several persons whose names are subscribed hereto are desirousof being formed into a Company in pursuance of the Memorandum of Associationand respectively agree to take the number of Shares in the capital of theCompany set out opposite our respective names.

 
| PETER DEAN  37 Jones Road  Tyabb 3913 (Consultant)  |   | One Share |   | VALERIE JUNE GREGORY  427 Frankston-Flinders Road  Tyabb 3913 (Secretary) |
|-----------------------------------------------------|--------|-----------|--------|--------------------------------------------------------------------------------|
|                                                |   |      |   |                                                                           |
| BRENDA DEAN  37 Jones Road  Tyabb 3913 (Consultant) |   | One Share |   |                                                                           |

 
| Dated 6th March 1989 |   |   |   |   |
|---------------------------|--------|--------|--------|--------|

 

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**COMPANIES (VICTORIA) CODEA COMPANY LIMITED BY SHARES**

 

**ARTICLES**OF ASSOCIATIONOFDUXTECH PROPRIETARY LIMITED

 

**PRELIMINARY**

 

# 1.                                       (1)                                  **THE** regulations contained in Table A in Schedule 3 tothe Code shall not apply to this Company.

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## (2)                                  Inthese Articles unless there is something in the subject or context inconsistenttherewith;

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**“A****Class Director”** means, at any time, the Director thenappointed by the A Class Shareholderspursuant to **Article 81**.

 

**“A****Class Shareholders”** means, at any time, the persons then holding between them allof the issued A Class sharesand “A Class Shareholder” means any one of them.

 

**“Articles”** means these Articles of Association andall supplementary substituted or amending Articles for the time being inforce.

 

**“Associated Party”** means any person that isassociated with the person concerned within the meaning of Section 9 ofthe Code and any person that controls iscontrolled by or is undercommon control with the person concerned and in the case of a natural person includes any relative of theperson (as defined in Section 6 of the Income Tax Assessment Act 1936) andany company that is owned or controlled by the person or any of his relatives.

 

**“B Class ****Director”** means, at any time, the Director then appointed by the B Class shareholderspursuant to Article 81.

 

**“B Class Shareholders”** means, at anytime, the persons then holding between them all of the issued B Class shares and “B Class Shareholder” meansany one of them.

 

**“Board”** means the board of Directors of theCompany,

 

**“Business Day”** means a full day (not being aSaturday, Sunday or public holiday)on which trading banks are open for business in Melbourne.

 

**“Call”** includes instalments of a call andany premium payable on a share.

 

**“C Class Director”** means at any tine the director thenappointed by the C Class shareholderspursuant to Article 81.

 

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**“C Class Shareholders”** means at any time the persons thenholding between them all of the issued C Class shares and “C Class Shareholder”means any one of them.

 

**“Chairman”** means, at any time, the person who is then the chairman of the Board.

 

**“Code”** means the Companies (Victoria) Code orany Statutory modification amendment replacement or re-enactment thereof forthe time being in force (whetherState or Federal) and anyreference to any provision thereof is to that provision as so modified amendedreplaced or re-enacted.

 

**“Company”** means **DUXTECHPROPRIETARY LIMITED**.

 

**“Completion Date”** means the 31st July, 1939 or such other thin as theshareholders may agree upon.

 

**“Directors”** means, at any time, all of the persons then appointed to the Board but shall not include associatedirectors, and “a Director” means any one of them.

 

**“Dividend”** includes interim dividend.

 

**“dollars”** means Australian dollars.

 

**“Exit Date”** means the earliest of:

 

### (a)                                  thedate by which the Company has sold or otherwise disposed of both its main gasequipment and arc welding businesses;

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### (b)                                 thedate on which all the shareholders realise their investments in the Company;

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### (c)                                  thedate on which the B Class shareholders and their permitted nominees ceaseto hold (directly or indirectly) any shares in the Company as a result of thesale (or sales) of their shares under **Articles 40 or 41**;and

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### (d)                                 thedate which all shareholders determine to be the exit date for the purposes ofthese Articles.

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**“Managing****Director”** includes any acting Managing Director.

 

**“Office”** means the Registered Office for thetime being of the Company.

 

**“Official Seal”** means a seal referred to insub-section (10) of Section 80 of the Code.

 

**“Paid up”** includes credited as paid up.

 

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**“Permitted nominee”** means:

 

### (a)                                  in the case of a shareholder which is acorporation any other corporation that is related to the shareholder;

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### (b)                                 inthe case of a shareholder who is a natural person, any relative of theshareholder (as defined in section 6of the Income Tax Assessment Act, (1936), and any company that is owned orcontrolled by the shareholder or any of his relatives;

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### (c)                                  anyother person designated as a permitted nominee by the Board in accordance with **Article 95**; or

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### (d)                                 anyperson holding shares of the same class.

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**“Prescribed Rate”** means the long term bond rare prevailing at the date on whichsuch rate is to be determined or, where no long term bond rate exists, a rateof twenty per certum (20%) per annumor in either case such lesser rate as the Directors may determine.

 

**“Register”** means the Register of shareholders to be kept pursuant to the Code.

 

**“Release Date”** means the 31st dayof July, 1994, or such other date as all shareholders may agree upon.

 

**“Representative”** means the person authorisedin accordance with paragraph (a) of sub-section (3) of Section 244of the Code to act as representative of a body corporate holding shares in theCompany.

 

**“Seal”** means the common seal of the Company.

 

**“Secretary”** includes the assistant or actingSecretary and any substitute for the time being for the Secretary.

 

**“Shares”** means all of the issued shares of the Company (irrespective of class), and “share”means any one of them;

 

**“Share Seal”** means the seal referred to in section 181of the Code.

 

**“Writing”** and **“written”**shall include printing lithography photography typewriting and any other mode of representing or reproducing words in avisible form.

 

**“A Class shares”** means A Class sharesof $1.00 each in the capital of the Company.

 

**“B****Class shares”** means B Class shares of $100 each inthe capital of the Company.

 

**“C****Class shares”** means C Class shares of $1.00 eachin the capital of the Company.

 

**“Shareholder”** means any person who holds anyshares in the Company.

 

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## (3)                                  Wordsimporting persons shall include companies and corporations and vice versa.  Words importing the masculine gender onlyshall include the feminine gender and vice versa.  Words importing the singular number onlyshall include the plural number and vice versa.

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## (4)                                  Unlessthe contrary intention appears, an expression used in a particular Part orDivision of the Code that is given a special meaning by that Part orDivision, shall have in any of these Articles which deal with a matter dealtwith by that Part or Division, the same meaning,

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## (5)                                  Anoffer made to several persons to purchase shares shall be taken to be made “inproportions equivalent to their proportional shareholdings in the Company” ifthose persons are offered, in each case (asnearly as the circumstances allow), the proportion of all of the shares then on offer that thesum of the nominal values of the shares that they then hold bears to the sum of the nominal values ofall of the shares then held by all of thepersons to whom the offer is made. Options held by any person shall not be included in the calculation ofthe sum of the nominal values of the shares held by that person unless otherwise expressly stated in the context inwhich the phrase “in proportions equivalent me their proportional shareholdingin the Company” is used.  Any otherreference in these Articles to a matter or thing being (or being done) inproportions equivalent to any person’s proportional shareholding in the Company(or his holding of shares of a particular class) shall be construed mutatismutandis.

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**SHARES AND CAPITAL**

 

# 2.                                       **SUBJECT:**

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### (a)                                  toany provision in that behalf of the Memorandum of Association and of theseArticles;

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### (b)                                 tothe provisions of the Code;

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### (c)                                  toany conditions contained in a resolution to increase the nominal capital of theCompany by virtue of which further capital is available for issue; and

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### (d)                                 toany special rights previously conferred on the holders of any shares or classof shares;

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shares in the Company shall be under the control of and may be issuedby the Directors and any shares may be issued to such persons at such times onsuch terms and conditions and with such preferred deferred qualified guaranteedor other special rights privileges conditions restrictions or limitationswhether in regard to dividend return of share capital distribution of assets orotherwise as the Directors may from time to time determine with full power forthe Directors to issue shares classified or designated in such manner as the Directors think fit and to issueshares either at par or at a premium and to give any person whetheralready a shareholder or not the call 

 

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of or option over any shares either at par or at a premium and forsuch period or periods and for such consideration as the Directors may thinkfit.

 

# 3.                                       **SUBJECT** to **Article 4**,no shares or options or rights over unissued shares, save (for such shares andoptions as the Company has at the date of adoption of these Articles agreed toissue or grant, shall be issued or granted prior to the Exit Date.

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# 4.                                       **THE** Board shall be entitled to issue further shares oroptions or rights over unissued shares of any class or classes where:

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## (1)                                  (a)                                  theissue is offered to all shareholders in proportions equivalent to their proportional shareholdings in the Company (including in the case of the A class shareholders any options then held by them) and is madeto raise (or in connection with the raisingof) funds for the purpose of:

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#### (i)                                     maintainingthe solvency of the Company or any of its subsidiaries(and the amount required for thispurpose shall be determined by the auditorsof the Company), or

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#### (ii)                                  satisfyingany bona fide and (in the then circumstances) reasonable requirement of thebankers or other financiers of the Company or any of its subsidiaries,

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and it would nor be commercially prudent to raise funds for thatpurpose by any other means; or

 

### (b)                                 theissue is made under an employee share or option scheme that has been approvedby the Board in accordance with **Article 96(6)**;

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### (c)                                  amajority of each of the A class shareholders, the B class shareholders and theC class shareholders agree to the proposed further issue.

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## (2)                                  Wherethe Board decides to issue shares, or options or rights over unissued shares,in accordance with this **Article 4**,the Board shall specify;

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#### (i)                                     theclass of theshares issued, or over which the options or rights are issued;

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#### (ii)                                  therights which attach to those shares; and

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#### (iii)                               theconsequential amendments (if any) to be made to these Articles.

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## (3)                                  Wherethe Board decides to issue shares or options or rights over unissued shares inaccordance with this **Article 4**,then the shareholders shall do all such things, and execute all suchinstruments, as the Board may consider necessary or desirable to give effect toits decision.

 

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## (4)                                  The Company may issue convertiblenotes on or after the Completion Date, such notes being convertible into Bclass shares.  The shareholders shallprocure that such shares are issued if the conversion rights are exercised andthat all necessary action will be taken to ensure that the shareholding of theA class shareholders (including any options then held by them) as at theCompletion Date will not be diluted as a result of such issue.

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# 5.                                       (1)                                  **ON** adoptionof theseArticles the authorised share capital of the Company is $50,000,000 dividedinto 50,000,000 shares of $1.00 each.

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## (2)                                  The A Class shares, B Class sharesand C Class shares shall rank pari passu in all respects except only asexpressly provided in these Articles or in the terms of their issue.

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# 6.                                       **IF** bythe conditions of allotment of any share the whole or part of the amount orissue price thereof (including any premium) is payable by installments everysuch installment shall when due be pay able to the Company by the person whofor the time being and from time to time is the registered holder of the share or his legal personalrepresentative.

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# 7.                                       **EXCEPT** as required by law the Company shall not be bound torecognise any person as holding any share upon any trust and the Company shallnot be obliged or compelled to recognise (whether or not it has notice of the interest orrights concerned) any trust equitable contingent future or partial interest inany share in anyinterest or any fractional part of a share or (except only as otherwiseprovided by these Articles or by law) anyother right inrespect of any share except an absolute right to the entirety thereof inthe registered holder.

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# 8.                                       **THE** Company may at any time pay a commission to any personfor subscribing or agreeing to subscribe (whether absolutely or conditionally) for any sharesdebentures or debenture stock of theCompany or procuring or agreeing to procure subscriptions (whether absolute orconditional) for any shares debentures or debenture stock of the Company and sothat:

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### (a)                                  thestatutory conditions and requirements for the time being in force shall beobserved and complied with;

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### (b)                                 thecommission shall not exceed ten per centum of the price at which the shares debentures or debenture stock are issued;

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### (c)                                  thecommission may be paid either in cash or in fully paid shares debentures or debenture stock of the Company of anyclass taken at par or in such other manner as the Directors may determine;

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### (d)                                 theCompany may grant to any person so subscribing or agreeing to subscribe orprocuring or agreeing to procuresubscriptions an option to require the Company to allot to himself or hisnominee any further shares of the Company at not less than par; and

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### (e)                                  thepowers conferred by this Article upon the Company may be exercised on itsbehalf by the Directors.

 

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The Company may in addition to or in lieu of commission pay such brokerage as is permittedby law.

 

# 9.                                       **THE** Directors may in their discretion accept a surrender ofshares by way of compromise of any question as to whether or not the same havebeen validly issued or in any other case where a surrender is within the powers of theCompany.  Any shares so surrendered maybe sold or re-issued in the same manner as forfeited shares.

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**CERTIFICATES**

 

# 10.                                 **THE** certificates of title to shares shall be issued under the Seal or Share Seal in suchform (subject in the provisionsof the Code) as the Directors may from time to time prescribe.  In thecase of shares on a branch register outside the State or Territory ofincorporation certificates may be issued under an Official Seal in the formand manner from time to time prescribed by the Directors.

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# 11.                                 (1)                                  **EVERY** shareholder shall be entitled free of charge to onecertificate for all the shares registered in his name or to severalcertificates inreasonable denominations each for a part of such shares provided that inthe case of joint holders the Company shall not be bound to issue certificatesto all of such joint holders and the delivery of a certificate for a share to one of several joint holders shall be a sufficient delivery to all ofsuch holders.

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## (2)                                  The directors shall not be bound toinquire into the title of any person producing a share certificate and suchproduction shall be sufficient evidence of the title thereto of the personholding the same.

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# 12.                                 **IF** any certificate is worn out or defaced then uponproduction thereof to the Board it may order the same to be cancelled and mayissue upon payment of such fees as may from time to time be determined by theDirectors (not exceeding the maximum fee permitted by the Code) a new certificatein lieu thereof and if any certificate is lost or destroyed then subject to theprovisions of the Code a duplicate certificate in lieu thereof shall uponpayment of a fee not exceedingfifty cents be issued to the party entitled to such lost or destroyedcertificates.

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**CALLS**

 

# 13.                                 **SUBJECT** to any special rights previously conferred on theholders of any shares or class of shares, the Directors may on the issue ofshares differentiate between the holders as to the amount of calls to be paidand the times of payment.

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# 14.                                 **THE** Directors may from time to time make calls upon theshareholders in respect of any money unpaid on their shares (whether on accountof the nominal value of the shares or by way of premium) and not by theconditions of allotment thereof made payable at or after fixed or defined timesor after a period defined by reference to specified events and each shareholdershall (subject to receiving at least fourteen days notice or such lesser periodof notice as provided by any special conditions affecting the relevant sharesspecifying the time or times and place of payment) pay to the Company at the time or times and place so 

 

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# specified the amount called on his shares.  A resolution to make a call shallrequire the affirmative vote of a majority of Directors, including all the A, Band C class Directors.

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# 15.                                 **A** call shall be deemed to have been made at the time when a resolution of the Directorsauthorising the call was passed and may be required to be paid by installments.

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# 16.                                 **THE** joint holders of a share shall be jointly and severallyliable to pay all calls in respect thereof.

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# 17.                                 **IF** a sum called in respectof a share is not paid before or on the day appointed for paymentthereof the person from whom thesum is due shall pay interest on the sum from the day appointed for the paymentthereof to the time of the actual payment at the Prescribed Rate of interestbut the Directors may waive payment of such interest wholly or in part.

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# 18.                                 **ANY** sum which by the terms of issue of a share becomespayable on allotment or at or after any fixed date or defined time or after aperiod defined by reference to specified events whether on account of thenominal value of the share or by way of premium shall for the purposes of theseArticles be deemed to be a call made and payable on the date on which by theterms of issue the same becomes payable and in the case of non- payment all therelevant provisions of these Articles as to Payment of interest and expensesforfeiture or otherwise shall apply as if the sum had become payable by virtueof a call made and notified.

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# 19.                                 (1)                                  **THE** Directors may if they think fit receive from anyshareholder willing to advance the same all or any part of the moneys uncalledand unpaid upon any shares held by him and upon all or any of the moneys soadvanced (until the same would but for such advance become payable) payinterest at such rate as may be agreed upon between the shareholder paying such sum in advance and the Directors.

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## (2)                                  Capitalpaid on shares in advance of calls shall not confer the right to participate in profits.

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## (3)                                  Notwithstandinganything to thecontrary in these Articles, a call may be revoked or postponed as the Directorsmay determine.

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# 20.                                 **NO** shareholder shall be entitled to receive any dividend orto be present or to vote on any question whether personally by proxy or byRepresentative at any general meeting or upon a poll or to be reckoned in a quorumwhilst any call or other sum is due and payable to the Company in respect ofany of the shares held by him whether alone or jointly with any other person.

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**FORFEITURE**

 

# 21.                                 **IF** a shareholder fails to pay any call on or before the dayappointed for the payment thereof the Directors may at any time thereafter during suchtime as the call remains unpaid serve a notice on such shareholder requiring him to pay the same together withany interest that may have accrued thereon in accordance with **Article 15** and all expenses that may have been incurred by the Company byreason of such non-payment.

 

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# 22.                                 **SUCH** notice shall name a day (not earlier than theexpiration of the period referred to in **Article 21**for such notice) on or before which the payment required by the notice is to be madeand shall state that in the event of non-payment at or before the time appointed theshares in respect of which the call was made will be liable to be forfeited.

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# 23.                                 **IF** the requirements of such notice are not complied with any shares in respect of whichsuch notice has been given may at any time thereafter but before the paymentrequired by the notice has been made be forfeited by a resolution of theDirectors to that effect.  Suchforfeiture shall include all dividends declared in respect of the forfeitedshares and not actually paid before the forfeiture.

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# 24.                                 **WHEN** any share shall have been forfeited notice of theforfeiture shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of theforfeiture with the date thereof shall forthwith be made in the Register.

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# 25.                                 **A** person whose shares have been forfeited shall cease to bea shareholder in respect of theforfeited shares but shall remain liable to pay the Company all money which atthe date of forfeiture was payable by him to theCompany in respect of the shares together with interest at the Prescribed Rateof interest from the date of forfeiture until payment of the money for the timebeing unpaid.  The Directors may waivethe payment of such interest or anypart thereof if they think fit but shall not be under any obligation to doso.  The Directors may at any time beforeany forfeited share shall have been sold or otherwise disposed of annul theforfeiture thereof upon such conditions as they think fit.

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# 26.                                 **A**forfeited share may subject always to **Articles****41 and 42** besold or otherwise disposed of on suchterms and in such manner as the Directors think fit and at any time beforesuch a sale or disposition the forfeiture may he cancelled on such termsas the Directors may think fit.

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# 27.                                 **A** statementin writing declaring that the person making the statement is a Director or theSecretary of the Company and that a share in the Company has been forfeited in accordance withthe Articles on a date stated in thestatement shall be conclusive evidence of the facts therein stated asagainst all persons claiming to be entitled to the share.

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# 28.                                 **THE** Company may receive the consideration (if any) given fora forfeited share on any sale ordisposition thereof and may execute or authorise some person to execute atransfer of the share in favour of the person to whom the share is sold ordisposed of and he shall thereupon be registered as the holder of the share andshall not be bound to see to the application of the purchase money (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference to theforfeiture sale or disposal of the share. In the event of any such sale anyresidue remaining after satisfaction of the moneys due and unpaid in respect ofthe share and accrued interest and expenses shall be paid to the forfeitingperson his executors administrators representatives or assigns.

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**LIEN**

 

# 29.                                 **THE** Company shall have a first and paramount lien on everyshare registered in the name of a shareholder (whether solely or jointly withothers) and upon the proceeds of sale thereof for all money (whether presentlypayable or not) called or payable in respect of that share or 

 

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# payable by the shareholder orhis estate to the Company and also for any sum which the Company shall pay orbe called upon to pay pursuant to the laws of any state country territory orplace or otherwise in respect of the shares or other interestin the Company held by any shareholder or deceased shareholder whether the timefor payment thereof shall have arrived or not. The Company’s lien on a share shall extend to all dividends payablethereon.

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# 30.                                 **THE** Directors may sell in such manner as the Directors thinkfit any shares on which the Company hasa lien but no sale shall be made until the period referred to in **Article 21** forsuch notice has expired after noticein writing stating and demanding paymentof the amount in respect of which the lien exists has been given to theregistered holder of the shares or the person entitled thereto by reason of hisdeath liquidation bankruptcy or lunacy.

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# 31.                                 **TO** give effect to any such sale the Directors may authorisesome person to transfer the shares sold tothe purchaser thereof.  Thepurchaser shall be registered as the holder of the shares comprised in any suchtransfer and he shall not be bound to see to the application of the purchasemoney nor shall his title to theshares be affected by anyirregularity or invalidity in the proceedings in reference to the sale.

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# 32.                                 **THE** proceeds of the sale shall be received by the Companyand applied in or towards payment of the amount in respect of which the lienexists and accrued interest and expenses and the residue (if any)shall be paid to theperson entitled to the shares immediately prior to the sale.

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**TAXATION LIEN**

 

# 33.                                 **WHENEVER** in respect of or in connection with any shares registered in thename of ashareholder (whether solely or jointly with others) or with any dividends orbonus thereon and whether in consequence of his death or for any reason any law for thetime being of the Commonwealth of Australia or of any Australian State orTerritory or of any other country or place imposes or purports to impose anyimmediate or future or possible liability upon the Company to make any paymentsto any Governmentor taxing authority:

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### (a)                                  theCompany shall in respect of any such liability be fully indemnified by theshareholder or his legal personal representatives wheresoever constituted or situated;

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### (b)                                 anymoneys paid by the Company in respect of any such liability imposed orpurported to be imposed on the Company may be recovered by action from theshareholder or his legal personal representatives as a debt due by him or hisestate to the Company with interest at the Prescribed Rate from the date whenthe moneys were paid until repayment;

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### (c)                                  anysuch moneys and interest may be deducted by the Company from any dividend orother moneys payable by it to the shareholder or his legal personalrepresentatives;

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### (d)                                 theprovisions of **Articles 27 to 30** of theseArticles with respect to the Company’s lien for debts of a shareholder and theCompany’s power of sale 

 

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### to enforce any such lien shallapply with respect to moneys paid by the Company in respect of anyliability to which this Article relates;

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### (e)                                  nothingherein contained shall prejudice or affect any right or remedy which in respectof any such payment by the Company any such law may confer or purport to confer upon the Company; and

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### (f)                                    itis hereby expressly declared that as between the Company and the shareholder or his estateand his legal personal representative; any such right or remedy shall beenforceable by the Company and every shareholder of the Company as betweenhimself and the Company shall hereby be deemed to agree and bind his legalpersonal representatives and estate to submit to the legislative power andjurisdiction of the Commonwealth of Australia or of any Australian State orTerritory or of any country or place imposing or purporting to impose suchliability upon the Company.

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**TRANSFER OP SHARES**

 

# 34.                                 **THE** instrument of transfer of any shares in the Companyshall be signed both by the transferor and transferee and duly stamped (ifnecessary) and the transferor shall be deemed to remain the holder of such sharesuntil the name of the transferee is entered in the Register in respect thereof.

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# 35.                                 **THE** instrument of transfer of any shares shall be in writingin the usual or common form or in such other form as the Directors may fromtime to time prescribe or in particular cases accept.

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# 36.                                 (1)                                  **EVERY** instrument of transfer shall be left at the Office (or at suchother place as the Directors may from time to time prescribe or accept) (forregistration accompanied by the certificate for the shares to be transferredand such other evidence as the Directors may require to prove the title of thetransferor or his right to transfer the shares. The Directors may waive the production of any share certificate uponevidence satisfactory to them of its loss or destruction.

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## (2)                                  If any shareholder shall execute or proposeto execute any instrument or do or propose to do any act by or throughan attorney he shall produce or cause to be produced to the Company for notingthe instrument appointing such attorney and shall pay such fee as the Directorsmay prescribe for such noting and shall (if required) file with the Company acertified copy of such last mentioned instrument which shall be retained by theCompany.  The Directors may on the firstproduction of such instrument of attorney and from time to time subsequentlyrequire such evidence as they may think fit that the same is effective andcontinues to be in force.

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## (3)                                  Allinstruments of transfer which shall be registered shall be retained by theCompany but any instrument of transfer which the Directors may decline to register shall (exceptin case of fraud) be returned on demand to the person depositing the same.

 

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# 37.                                 **SUBJECT** to the provisions of the Code the registration or transfers maybe suspended and the Register closed at such times and for such periods as theDirectors think fit not exceeding in the whole thirty days in each year.

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# 38.                                 **SUBJECT** always to compliance with therequirements of Section 185 of theCode and subject to these Articles, the Directors may in their absolutediscretion without assigning any reason therefor decline to register anytransfer of shares to a person of whom they do not approve.

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# 39.                                 **SUBJECT** to any special rights previouslyconferred on the holders of any shares or class of shares, any shareholderproposing to transfer its shares may do so only in accordance with **Articles 40 to 42** (inclusive).

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# 40.                                 (1)                                  **NO** shareholdershall until the Release Date be entitled to sell, mortgage, charge or otherwisedeal with any of its shares or optionsover shares **save to the extent****that:**

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### (a)                                  anyA class shareholder being an employee of the Company ceases for any reason to be an employee of theCompany, or where the A class shareholder is an Associated Party of an employeeof the Company (**“the associated employee”**),the associated employee ceases for any reason to be an employee of the Company,in which event the A class shareholder concerned (or any Permitted Nominee whohas acquired any of his shares) shall, upon the direction of the Board, offerall his shares (and options over shares) in such proportions as the Boarddetermines:

###  

#### (i)                                     tothe remaining A class shareholders in proportions equivalent to theirproportional shareholdings of A class shares in the Company (including any options then held by them); and

####  

#### (ii)                                  tothe replacement of the employee or the associated employee (as the case may bewith the Company.

####  

at a price

 

#### (i)                                     whichinthe period of two (2) years immediately succeeding theCompletion Date, shall be the lower of “market value” (as hereinafter defined)and the price paid by the A class shareholder for his shares; and

####  

#### (ii)                                  whichafter the two (2) year period referred to in (i) above shall be;

####  

##### (A)                              wherethe A class shareholder or associated employee concerned voluntarily left theemploy of the Company (otherwise than in accordance with paragraph (B)), suchamount as is determined by the Board being not less than the price paid by theA class shareholder concerned and not greater than the market value (ashereinafter defined); or

 

12

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##### (B)                                wherethe A class shareholder or associated employee concerned was dismissed from hisemployment or became incapable of performing his duties as a result of illnessor accident or death or resigned his employment as a result of reasons beyondhis reasonable control, the market value (as hereinafter defined) and at alltimes in accordance with the provisions of **Article 40(6)**.

#####  

### (b)                                 theprior written approval of at least the majority of all shareholders (togetherwith the approval of the majority of all A, B and C class shareholders) is obtained,subject at all times to the pre-emptive rights set out in **Article 41**.

###  

### (c)                                  inthe event that the C class shareholders are in the opinion of the Company’sauditors (after conferring with the auditors of the C class shareholders)unable to meet their financial obligations as and when they fall due, the Cclass shareholders (jointly) may transfer their C class shares (in whole butnot in part) **BUT SUBJECT** at all times to:

###  

#### (i)                                     theC class shareholders first offering their shares to the other shareholders in accordance with the pre-emptive rightscontained in **Article 41**; and

####  

#### **(ii)****                               **thepiggyback options contained in **Article 42(3) **shouldthe A and B class shareholdersso elect in accordance with **Article 40(7)**

####  

to a third party which has previously beenapproved by the A and B class directors which approval shall not beunreasonably withheld.

 

### (d)                                 Anysale by the C class shareholders under **Article 40(l)(c) **shallbe at a price:

###  

#### (i)                                     whichin the period of two (2) years immediately succeeding Completion, shall bethe lower of “market value” (as hereinafter defined) and the price paid by theC class shareholder for its shares; and

####  

#### (ii)                                  whichafter the two (2) year period referred to in (i) above shall be themarket value (as hereinafter defined).

####  

## (2)                                  Notwithstanding**Article40(1) **a shareholder shallbe entitled bona fide to mortgage or encumber itsshares at any time **PROVIDED THAT**the mortgagee or provider of credit is first approved of in writing by theBoard in accordance with **Article 96(8)**.

##  

## (3)                                  It shall be a condition of anysecurity given by a shareholder over his shares under **Article 40(2) **thatif at any time the person holding the security or any other person holding thatsecurity through that security holder (“the security holder”) becomes 

 

13

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## entitled to beregistered as the holder of suchshares (whether through enforcement of his security or otherwise) then,

##  

### (a)                                  unless**Paragraph (b) **below applies, thesecurity holder shall, as soon as he becomes aware of his entitlement, offer to sell those shares in accordance with **Article 41** (mutatis mutandis) as if he was theshareholder and wished to sell those shares at a price:

###  

#### (i)                                     whichin the period of two (2) years immediately succeeding Completion, shall bethe lower of “market value” (as hereinafter defined) and the price paid by the shareholder for its shares; and

####  

#### (ii)                                  whichafter the two (2) year period referred to in Paragraph (ii) above shall be the market value (ashereinafter defined).

####  

### (b)                                 if, on or before the date on which thesecurity holder becomes aware of hisentitlement, the shareholder giving the security becomes obliged under **Article 42(2) **to transfer his shares, then thesecurity holder shall be obliged notwithstanding his entitlement, to sell (orto permit the shareholder to sell) the shares that are subject to the securityin accordance with **Article 42(2)**.

###  

### (c)                                  anysale by a security holder of the C class shares to a third party in accordancewith **Article 41** shall be subject to **Article 40(7)**.

###  

## (4)                                  Forthe purposes of this **Article 40**,the “market value” of the relevant shares shall be determined:

##  

#### (i)                                     byagreement between the shareholder or thesecurity holder as the case may be, and the person to whom the shares areoffered in accordance with this **Article 40**,or

####  

#### (ii)                                  failingagreement within 14 days after the date that the shareholder or the securityholder’s offer to sell the shares was receivedby that person by the auditors of the Company (acting as experts and notas arbitrators).  The auditors shall indetermining the “market value” ofthe relevant shares take into consideration the proportion such shares compriseto the total shareholding in the Company. The costs of such determination shall be borne equally by theshareholder and the person to whom the shares are offered in accordance withthis **Article 40**.

####  

## (5)                                  The restrictions on selling and otherdealings with shares set out in this **Article 40**shall not apply to a transfer of any shares or options over shares:

##  

### (a)                                  madeby a shareholder to any of its Permitted Nominees; or

###  

### (b)                                 madeby a Permitted Nominee of a shareholder to that shareholder or to anotherPermitted Nominee of that shareholder; or

 

14

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### (c)                                  madeby any B Class shareholder (or its Permitted Nominee) to any other B Class shareholder (or itsPermitted Nominee); or

###  

### (d)                                 madein connection with the realising of all of the shareholders’ investment in theCompany; or

###  

### (e)                                  inthe case of shares issued upon the conversion of convertible notes issued inaccordance with **Article 4(4)**, to anyunitholder in any trust on whose behalf those shares are held.

###  

## (6)                                  (a)                                  Forthe purposes of **Article 40(1) **in theevent that all the A Class Shareholders do not take up all or any part ofthe shares or options on offer, then the remaining A Class shares and options stillon offer shall be offered to the other A Class Shareholders who haveaccepted their full entitlements of A Class shares in accordance with the procedure set out in **Article 4l(3),** mutatis mutandis.

##  

### (b)                                 Ifany of the A Class Shares (or options over shares) remain unsold after theprocedure set out in **Article 40(6)(a) **hasbeen followed, then the remaining A Class shares (or options over shares)still on offer shall continue to beheld by the particular A Class Shareholder who is no longer an employee ofthe Company.

###  

## (7)                                  (a)                                  Providedthat both the A and B Class Shareholders shall agree, the A and B Class Shareholdersjointly or severally have the right to require the C Class Shareholders tocause any third pasty to which the C Class Shareholders propose totransfer their shares pursuant to **Article 40(l)(c) **topurchase all the shares of the Aand B Class Shareholders at the piggyback price (as hereinafterdefined).  The A and B Class Shareholdersmay only exercise this right within 14 days after each has received a salenotice pursuant to **Article 41(1)**.

##  

If the C Class Shareholdersare unable to cause the third party or its nominee to buy all the shares of the A and B Class Shareholders atthe piggyback price (or at a greater price) then the C Class Shareholdersshall not be entitled to sell or otherwise transfer any of its shares to thethird party.

 

### (b)                                 Notwithstandingand in addition to the provisions of Article **40(7)(a) **above,if the C Class Shareholders transfer their shares pursuant to **Article 40(1)(c) **then the A and B Class Shareholders(jointly by agreement) shall beentitled within three months of the said transfer of the C Class sharesbeing completed, to transfer their shares to any third party subject alwaysalways to the pre-emptive rights set out in **Article 41**.

###  

# 41.                                 **GENERAL PRE-EMPTIVE RIGHTS**

#  

## (1)                                  Ifafter the Release Date a shareholder (the “selling shareholder”) wishes to transfer all or any of his sharesand the proposed transfer is nototherwise permitted under 

 

15

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## **Article 40**,then he may do so only by giving notice (the “sale notice”) to the secretary ofthe Company who shall immediately despatch a copy of the sale notice to the other shareholders (the “non-sellingshareholders”) setting out particulars ofthe shares to be transferred (the “sale shares”) and the price per shareand other terms of sale for which and the name andaddress of the person (if any) to whom theselling shareholder wishes to transfer the sale shares and by complying with the procedure and otherrequirements set out in this **Article 41**.

##  

## (2)                                  Thesale notice shall be deemed toconstitute an option granted severally to each of the non-sellingshareholders, exercisable severally within 14 days of receiving the salenotice, to purchase the sale shares for theprice and on the other terms of sale specified in the sale notice inproportions equivalent to their proportional shareholdings in the Company.

##  

## (3)                                  (a)                                  Anon-selling shareholder may exercise the option referred to in **Article 41(2) **by giving notice to that effect to thesecretary of the Company who shall immediately despatch a copy of the notice to the selling shareholder.

##  

### (b)                                 Completionof the purchase of thenon-selling shareholder’s proportion of the sale shares shall take place on thedate that is 14 days after the date of exercise of the option.

###  

## (4)                                  (a)                                  Where:

##  

###### (1)                                  anon-selling shareholder does not take up all or any pair of the proportion ofthe sale shares over which he has an option under **Article 41(2)**, or

######  

###### (2)                                  havingtaken up all or a part of the sale shares over which he has an option under **Article 41(2)**, a non-selling shareholder fails to complete the purchase in accordance with **Article 41(3)**, the secretary ofthe Company shall offer those outstanding sale shares to the other non-sellingshareholders on the terms specified in the sale notice as soon as reasonablypracticable after the expiration of the 14 day period referred to in **Article 41(2) **orafter a non-selling shareholder fails to complete a purchase in accordance with**Article 41(3)**.

######  

### (b)                                 Thatoffer shall constitute an option granted to the other non-selling shareholdersto acquire the outstanding sale shares in such proportions as they agree upon (asevidenced by a joint notice to the secretary within 7 days of the date of the secretary’s offer), or (in the absence of anysuch agreement) then inproportions equivalent to their proportional shareholdings in the Company **PROVIDEDTHAT** any of the other non-selling shareholders may signify by notice to the secretary that theyare willing to purchase all of the outstandingsale shares or more of them than they would otherwise be entitled topurchase and in the event that therehave not been exercised options to purchase all the outstanding sale shares pursuant to the foregoing 

 

16

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### provisionsof this Article such non-sellingshareholders who are willing to purchase such additional shares shall be deemed to have exercised theoptions according to their proportional shareholdings in the Company.

###  

### (c)                                  Eachof the other non-selling shareholders shall be entitled to exercise that optionseverally in relationto his proportion of the outstanding sale shares within 14 days of the date ofthe secretary’s offer.

###  

### (d)                                 Completionof the purchase of that non-selling shareholder’s proportion of the outstandingsale shares shall take place on the date that is 14 days after the date ofexercise.

###  

## (5)                                  Allshares acquired by a shareholder under either **Article 41(3) **or**Article 41(4) **shall be deemedto have been reclassified, immediately before that shareholder was registeredas the holder of those shares, asshares of the same class as the shares already held by that shareholder.

##  

## (6)                                  (a)                                  Ifany of the sale shares remain unsold after the procedure set out in **Article 41(1) to (5) **has been followed then the sellingshareholder may transfer those unsold sale shares to the person particulars ofwhom were set out in the sale notice for a price not less than the priceparticularised in the sale notice and on terms not more favourable than thoseparticularised in the sale notice.

##  

### (b)                                 Ifno person was particularised in the sale notice, the selling shareholder shallnot transfer the sale shares unless the selling shareholder has at least 21days before the date of transfer givento the non-selling shareholders particulars (including the name and address) ofthe proposed transferee.

###  

Upon the expiration of the 21 day period the selling shareholder maytransfer the unsold sale shares to the person whose particulars were given tothe non-selling shareholders for a price not less thanthe price particularised in the sale notice and on terms not more favourablethan those particularised in the sale notice.

 

### (c)                                  (i)                                     Ifthe total shareholding of the B class shareholders falls below 18 percent ofthe issued capital of the Company, the rights of the B class shareholders under**Article 81(2) **to maintain orappoint a director to the Board and to nominate an associate director under **Article 81(6) **shall cease.

###  

#### (ii)                                  Ifthe total shareholding of the C class shareholders falls below 18 percent ofthe issued capital of the Company, the rights of the C class shareholders under **Article 81(3) **tomaintain or appoint a director to the Board and to nominate an associatedirector under **Article 81(6) **shallcease.

####  

## (7)                                  Atransfer under **Article ****4****1(6) **may only be made within 60 days of the last day for exercise of an option referred to inthis **Article 41** or, if an option wasexercised and 

 

17

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## the shareholder exercising theoption failed to complete the purchase in accordance with this **Article 41**, within 60 days of the last day forcompletion of such a purchase, and not otherwise (“the third party sale period”).

##  

## (8)                                  Aselling shareholder may give notice to the secretary of the Company inaccordance with this **Article 41**more than once.

##  

## (9)                                  Nothingin this **Article 41** shall limit any of therights and obligations of the parties generally under **Article 40(5)**.  This **Article ****41** shall notapply to any transfers of shares that are at any time proposed to be made forthe purpose of realising all the shareholders’ investments in the Company.

##  

## (10)                            Any options held by A class shareholdersshall be included for the purpose of calculating their proportionalshareholdings inthe Company for the purposes of this **Article 41**.

##  

**SALE**OF ALL SHARES IN THE COMPANY

 

# 42.                                 (1)                                  **IF** each of the A, B and C Class shareholders have notprior to the Release Date agreed upon a suitable and practical manner in whichall of them may realise their investment in the Company, the shareholders shalleach have the right on and from the dayafter the Release Date to exercise the option referred to in **Article 42(2) **(each of those parties being referred to in this Article as the **“sellingshareholder”**).

#  

## (2)                                  (a)                                  Subjectalways to the various shareholders’ pre-emptive rights referred to in **Article ****41** if the selling shareholder isentitled to transfer some or all of its shares to a person not being ashareholder (and not being a Permitted Nomineenor an Associated Party) then it shall have the option (**“the come along option”**) to require all or any one or more of the other shareholders (as it sees fit) to transferto the third party all (but not part of the shares held by such shareholder orshareholders (the **“called shareholders”**).

##  

### (b)                                 Theselling shareholder may only exercise the come along option within 7 days afterthe date on which its entitlement to transfer the sale shares to the thirdparty under these Articles arose (that 7 day period being called the **“come alongoption period”**).

###  

### (c)                                  Theselling shareholder may only exercise the come along option by giving notice tothat effect (the **“come along notice”**) to the calledshareholders specifying that the called shareholder is required to transfer allof its shares pursuant to **Article 42(2)(a) **(the**“called shares”**).

###  

### (d)                                 Theselling shareholder shall at the same time as it gives a come along notice tothe called shareholders give a copy of the come along notice to all othershareholders.

###  

### (e)                                  Acome along notice, once given, is irrevocable but both the notice and allobligations under the notice will lapse if for any reason the selling 

 

18

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### shareholder does not transfer the sale shares to the thirdparty in accordance with these Articles.

###  

### (f)                                    Thecalled shareholders shall only be obliged to sell the called shares at theprice per share to be paid and otherwise on the same terms applicable to thepurchase by the third patty to the selling shareholder in respect of the saleshares (the **“come along price”**).

###  

### (g)                                 Uponthe exercise of the come along option in accordance with this **Article 42** each of the called shareholders shall bebound to sell its called sharesfor the come along price and otherwise in accordance with this Article.

###  

### (h)                                 Completionof the sale of the called shares shall take place on the date specified forthat purpose by the selling shareholders to the called shareholder except that:

###  

###### (1)                                  theselling shareholder may not specify a date that is less than 14 days after the date of the come along notice, or which occurs outside thethird party sale period, and

######  

###### (2)                                  thedate so specified by the sellingshareholder shall be the same date as the date proposed for completion of thesale of the sale shares,

######  

unless, in the case of the sale by any particular called shareholder,that called shareholder and the selling shareholder agree otherwise.

 

## (3)                                  (a)                                  Ifany shareholder is entitledunder these Articles to transfer some orall of its shares to a person not being a shareholder (and not being a Permitted Nominee nor an Associated Party) and doesnot exercise the come along option in accordance with **Article 42(2) **in respect of all the shares held by all the other shareholders,then each of the other shareholders(the **“putting****shareholders”**)shall have the option (the **“****piggybackoption”**) to require the selling shareholder to cause that third party to purchaseall of the putting shareholder’s shares.

##  

### (b)                                 A putting shareholder may onlyexercise the piggyback option within 7 days after the date on which the comealong option period expired or within 7 days of receiving a copy of all piggyback notices given pursuant to**Article 42(3)(c) **or within 14days of being given particulars of the proposed transferee pursuant to **Article 41(6)(b) **whicheverlast occurs.

###  

### (c)                                  Aputting shareholder may only exercise the piggyback option by giving notice tothat effect (the **“piggyback notice”**) to the sellingshareholder specifying all the shares that the selling shareholder is requiredto cause to be purchased by the third party or its nominee (the **“put shares”**) and provided that each putting shareholdercontemporaneously gives a copy of the piggyback notice to all othershareholders.

 

19

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### (d)                                 Apiggyback notice, once given, is irrevocable but both the notice and allobligations under the notice will lapseif for any reason the selling shareholder does not transfer the saleshares to the third party in accordance with these Articles.

###  

### (e)                                  Thepurchase price for the putshares shall be the price per share to bepaid by the third party to the selling shareholder in respect of the saleshares (the **“put price”**) and the terms andconditions upon which the put shares are sold shall be no more favourable, tothe third party than the terms and conditions applicable to the sale by theselling shareholder.

###  

### (f)                                    Uponthe exercise of the piggyback option inaccordance with this **Article 42**,the selling shareholder shall be bound to take all reasonable steps to cause the put shares to be purchasedby the third party or its nomineefor the put price and otherwise in accordance with this Article.

###  

### (g)                                 Ifthe selling shareholder is unable to cause the third party or its nominee tobuy all of the put shares at the put price (or at a greater price) andotherwise in accordancewith this Article and to completethat purchase in accordance with **Article 42(3)(h)**,then the selling shareholder shall not be entitled to sell or otherwisetransfer any of the sale shares to the third party.

###  

### (h)                                 Completionof the purchase by the third party of the sale shares and all of the put shares shall take place onthe date that is specified for that purpose by the selling shareholder to the patting shareholders exceptthat:

###  

###### (1)                                  theselling shareholder may not specify a date that is less than 7 days after thedate of the piggyback notice, or which occurs outside the third party saleperiod, and

######  

###### (2)                                  thedate so specified by the selling shareholder shall be the same date as the dateproposed for completion of the sale ofthe sale shares,

######  

unless, in the case of the sale by any particular putting shareholder,that putting shareholder and the selling shareholder agree otherwise.

 

#### (i)                                     This**Article 42** shall cease to haveeffect on and from the day after the Exit Date.

####  

## (4)                                  (a)                                  Ifat any time before the Exit Date the selling shareholders give a sale noticeunder **Article 41** without particularisingany third party to whom they wish to transfer the sale shares, the sellingshareholders may not subsequently transferany of the sale shares to a third party under this **Article 42**without giving a further notice of the proposed sale to the other shareholderwhich notice shall identify the third party to whom they wish to transfer thesale shares and shall otherwise contain the information set out in the salenotice.

 

20

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### (b)                                 Forthe purposes of this **Article 42(4)**, the further noticeshall be deemed to be a sale notice and the date of such notice shall bedeemed to be the date on whichthe come along option period expired or (if the selling shareholder so chooses)that date on which the come along option period commences, and the sellingshareholders and other shareholders’ rights and obligations under this **Article 42** shall apply accordingly.

###  

## (5)                                  Nothingin this **Article 42** shall limitany of the rights and obligations ofthe parties generally under **Article 41**.

##  

**TRANSMISSION**OF SHARES

 

# 43.                                 **IN** the case of the death of a shareholder the survivor orsurvivors where the deceased was a joint holder and the legal personalrepresentatives of the deceased where he was a sole holder shall be the onlypersons recognised by the Company as having any title to his interest in theshares.  The Directors may require suchevidence of death as they think fit. Nothing herein contained shall release the estate of a deceased jointholder from any liability in respect of any share which has been jointly heldby him with other persons.

#  

# 44.                                 **ANY** person becoming entitled to shares in consequence of thedeath lunacy liquidation or bankruptcy of any shareholder shall upon suchevidence being produced as may from time to time properly be required by theDirectors elect either to be registered himself as holder of the sharesor to have some person nominatedby him registered as the transferee thereof.

#  

# 45.                                 **IF** the person so becoming entitled elects to beregistered himself he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.  If heelects to haveanother person registered he shall testify his election by executing to thatperson a transfer of the shares.  All thelimitations restrictions and provisions of these Articles relating to the rightto transferand the registration of transfers of shares shall be applicable to any suchnotice or transfer as aforesaid as if the deathlunacy liquidation or bankruptcy of the shareholder had not occurred and thenotice or transfer(as the case may be) was a sale notice signed by that shareholder.

#  

# 46.                                 **A** person entitled to shares by transmission shall beentitled to receive and may give a discharge for dividends or other moneyspayable in respect of the shares but except as otherwise provided by theseArticles shall not be entitled to any of the rights or privileges of a shareholder unlessand until he shall become registered in respect of the shares.

#  

**ALTERATION**OF CAPITAL

 

# 47.                                 **THE** Company may at any time and from time to time by special resolutionpassed in general meeting increase its authorised share capital by the creationof new shares of such amount as is specified in the resolution.

#  

# 48.                                 **EXCEPT** so far as otherwise provided by the conditions ofissue or by these Articles any capital nosed by the creation of new sharesshall be subject to theprovisions herein contained with reference to the payment of calls transfertransmission forfeiture lien surrender and otherwise as if it had beenpart of the original capital.

 

21

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# 49.                                 **EXCEPT** so far as otherwise provided by the conditions ofissue or by these Articles any capital raised by the creation of new sharesshall be subject to the provisions herein contained with reference to thepayment of calls transfer transmission forfeiture lien surrender and otherwiseas if it had been part of the original capital.

#  

# 50.                                 **SUBJECT** to the Code the Company may from time to time byspecial resolution reduce its sharecapital any capital redemption reserve fund or any share premium account.

#  

# 51.                                 **THE** Company may by resolution passed in general meeting:

#  

### (a)                                  consolidateand divide all or any of its share capital into shares of larger amounts thanits existing shares;

###  

### (b)                                 subdivideits existing shares or any of theminto shares of smaller amounts than is fixed by the Memorandum of Associationsubject nevertheless to the provisions of paragraph (d) of sub-section (1) ofSection 121 of the Code:

###  

### (c)                                  cancelany shares which at the date of the passing of the resolution, have not beentaken or agreed to be taken byany person or which have been forfeited and diminish, the amount of its share capital by the amount of the shares so cancelled;

###  

### (d)                                 subjectto **Article 53** convert any class of share into anyother class of share.

###  

**INTEREST OUT OF CAPITAL**

 

# 52.                                 **THE** Company may exercise the powers conferred by Section 133 of the Code subject to compliancewith the provisions of that Section.

#  

**MODIFICATION OF RIGHTS**

 

# 53.                                 (1)                                  **SUBJECT** to Section 125 of the Code whenever the capitalby reason of the issue of preference shares or otherwise is dividedinto different classes of shares all orany of the rights attached to any class (unless otherwise provided bythe terms of issue of the shares of that class) may whether or not the Companyis being wound up be varied orabrogated with the consent in writing of the holders of three fourths of theissued shares of that class or withthe sanction of a special resolution passed at a separate general meeting ofthe holders of shares of that class and all the provisions hereinafter contained as to general meetings shallapply mutatis mutandis to every such meeting except that the quorum at any suchmeeting shall be persons present holding or representing by party three-fifths ofthe issued shares of the class.

#  

## (2)                                  Therights conferred upon the holders of shares of a particular class shall unless otherwise expressly provided by theterms of issue of the shares of that class be deemed to be varied or abrogated by:

##  

### (a)                                  thecreation or issue of further shares ranking ahead of or equally therewith or any shares of anotherclass which are voting shares within the meaning of 

 

22

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### the Code unless all suchfurther shares are issued and allotted pro rata to the holders of theissued shares of the relevant class;

###  

### (b)                                 theconversion or reclassification of the shares of that class into shares of someother class or classes; or

###  

### (c)                                  theconversion or reclassification of issued shares of any other class into sharesof the relevant class.

###  

**GENERAL MEETINGS**

 

# 54.                                 **GENERAL** meetings shall be held at such times and places asmay be determined by the Directors or if no time or place is so determined, inaccordance with the provisions of the Code.

#  

# 55.                                 **AN** annualgeneral meeting of the Company shall be held in accordance with Section 240of the Code.

#  

# 56.                                 **THE** Directors may whenever they think fit and shall upon arequisition made in accordance with Section 241of the Code convene a generalmeeting of the Company.

#  

# 57.                                 **SUBJECT** to the provisions of the Code relating to specialresolutions and agreements for shorter notice fourteen days’ notice at least(exclusive of both the day on which the notice is served or deemed to be served and the day for whichnotice is given) specifying the place day and hour of meeting and in the caseof special business the general nature ofsuch business shall be given to such persons as are entitled to receivesuch notices from the Company.

#  

# 58.                                 **THE** omission to give notice of a meeting to any personentitled to receive notice shall invalidate the proceedings at the meetingunless such person is present at the meeting in person or by proxy or Representative but the non-receiptof such notice by any person entitled to receive notice shall not invalidate the proceedings.

#  

# 59.                                 **ALL** business shall be special that is transacted:

#  

### (a)                                  ata general meeting not being an annual general meeting; or

###  

### (b)                                 atan annual general meeting save for the declaration of a dividend theconsideration of the accounts balance sheets and the report of the Directorsand Auditors.

###  

# 60.                                 (1)                                  **ANY** resolution of the Company passed without any general meeting andevidenced by writing (whether inone document or in severaldocuments in like form) under the handof each shareholder of theCompany personally or by proxy or by Representativeshall be as valid and effectual as a resolution duly passed at a generalmeeting of the Company provided that nothingcontained in this Article shall permit the passing in the manner herein contained of a resolution required by the Code to be passed at a general meeting of the Company.

 

23

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## (2)                                  Generalmeetings of the Company may (subject to theCode) if the Directors determine be conducted by radio telephone closed circuittelevision or other electronic means of audio or audio-visual communication anda resolution passed by such a meeting shall notwithstanding that theshareholders are not present together in one place at the time of the meeting be deemed to have been passed at a meeting of the shareholders, heldon the day at which and at the time at which the meeting was held providedthat -

##  

### (a)                                  allthe shareholders for the timebeing entitled to receive noticeof a meeting of the shareholders shall receive notice of the meeting and shall have or may reasonably obtain access tothe means by which the meeting is to take place;

###  

### (b)                                 eachof the shareholders taking part in the meeting shall be able to hear each of the other shareholderstaking part in the meeting;

###  

### (c)                                  eachof the shareholders at the commencement of the meeting shall acknowledge itspresence for the purpose of a meeting of the shareholders to all the othershareholders taking part;

###  

### (d)                                 Noshareholder may leave the meeting by disconnecting its means of communicationunless it has previously obtained the express consent of the Chairman of the meeting and a shareholder shall beconclusively presumed to have been present and to have formed part of thequorum at all times during the meeting by telephone or othermeans of communication unless it has previously obtained the expressconsent of the Chairman to leave the meeting.

###  

**PROCEEDINGS**AT MEETINGS

 

# 61.                                 **THREE** shareholders including at least one A class shareholder, one B classshareholder and one C class shareholder present in person or by proxy or by Representative and entitled to voteshall be a quorum for allgeneral meetings.

#  

# 62.                                 **IF** within half an hour from the time appointed for themeeting a quorum is not present the meeting if convened upon the requisition ofshareholders shall be dissolved but in any other case it shall stand adjourned to the same day in the next week at the same time andplace or to such other day time and place as the Directors may determine and ifat such adjourned meeting quorum is not present within half an hour from thetime appointed for the meeting then the meeting shall be dissolved.

#  

# 63.                                 **THE** Chairman shall have the right to act as Chairman of every general meeting.  If the Chairman is not present within half an hour ofthe time appointed for holding the meeting, or if there is no such Chairman orif he is unwilling to act as Chairman of the meeting, the shareholders presentat the meeting shall choose another Director to act as Chairman of the meetingand if no Director be present or if all the Directors present decline to take the chair theshareholders present shall choose one of their number to be Chairman.

 

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# 64.                                 **THE** Chairman of a general meeting may with the consent ofany meeting at which a quorum is present (and shall if directed by the meeting) adjourn thesame from time to time and place to place but no business shall be transactedat any adjourned meeting other than the business left unfinished at the meetingfrom which the adjournment took place.

#  

# 65.                                 **WHEN** a meeting isadjourned for thirty days or more notice of the adjourned meeting shallbe given as in the case of an original meeting. Save as aforesaid a shall not be necessary to give any notice of anadjournment or of the businessto be transacted at an adjourned meeting.

#  

# 66.                                 **UNLESS** otherwise provided in these Articles, at any generalmeeting a resolution put to the vote of the meeting shall be decided on a showof hands unless a poll is (before or on the declaration of the result of theshow of hands) demanded by theChairman or (other than on the election of the Chairman of a meeting or the adjournment of a meeting) by:

#  

#### (i)                                     notless than 2 shareholders having the right to vote at the meeting;

####  

#### (ii)                                  bya shareholder or shareholders who are together entitled to not less than 10% ofthe total voting rights of all the shareholders having the right to vote at themeeting; or

####  

#### (iii)                               bya shareholder or shareholders holding shares in the Company conferring a right to vote at the meeting, being shareson which an aggregate sum has been paid up equal to not less than 10% of the total sum paid upon all the sharesconferring that right.

####  

# 67.                                 **UNLESS** a poll is demanded as aforesaid a declaration by the Chairman that a resolution has on a showof hands been carried or carried unanimously or carried by a particularmajority or lost or not carried by a particular majority and an entry to thateffect in the book containing the minutes of the proceedings of the Company shall be conclusive evidenceof the fact without proof of the number or proportion of the votesrecorded in favour of or against the resolution.

#  

# 68.                                 **IF** a poll is duly demanded it shall be taken in such mannerand at such time and place as the Chairman of the meeting directs and theresult of the poll shall be deemed to be the resolution of the meeting at whichthe poll was demanded provided that a poll demanded on the election of aChairman of a meeting or on any question of adjournment shall be taken at themeeting and without adjournment.

#  

# 69.                                 **THE** demand for a poll shall not prevent the continuance of ameeting for the transaction of any business other than the question on which apoll has been demanded.  The demand for a poll may be withdrawn.  In the case of a dispute as to the admissionor rejection of a vote on a show of hands or on a poll the Chairman shalldetermine the same and such determination made in good faith shall be final andconclusive.

 

25

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**VOTES OF SHAREHOLDERS**

 

# 70.                                 (1)                                  **SUBJECT** to **Article 20**and to any rights or restrictions for the time being attached to any class orclasses of shares every shareholder present in person or by proxy orRepresentative shall on a show of hands have one vote and on a poll everyshareholder who is present in person or by proxy orRepresentative shall have one vote for every share held by him.

#  

## (2)                                  TheChairman of a meeting may require any person acting as a proxy orRepresentative to establish to the reasonable satisfaction of the Chairman thathe is the person nominated as proxy (in the form of proxy lodged under these Articles) or appointed asRepresentative and as to the dueand proper execution thereof and failing compliance therewith such person maybe excluded from voting either upon a show of hands or upon a poll.

##  

## (3)                                  In the case of an equality of votes whether on a show of hands or on a poll, the Chairman of the meeting at which the show ofhands is taken or at which the poll is demanded shall not have a casting vote.

##  

# 71.                                 **IN** the case of joint holders the vote of the senior who tenders a vote whether in personor by proxy or by Representative shall be accepted to the exclusion of the votes of the other joint holders and for thispurpose the senior shall be deemed tobe the holder whose name appears first on the Register.

#  

# 72.                                 **A** shareholder of unsound mind or whose person or estate is liable to be dealt with in any wayunder the law relating to mental health may vote whether on a show of hands or on a poll by hiscommittee or by such otherperson as properly has the management of his estate or by the Public Trustee(as the case may be) and any such committee other person or trustee may vote byproxy or Representative

#  

**PROXIES**

 

# 73.                                 **THE** instrument appointing a proxy shall be in writing underthe hand of the appointor or of his attorney duly authorised in writing or if the appointor is a body corporate either under seal or under the hand of an officer or attorney duly authorised.  A proxy need not be a shareholder of theCompany.

#  

# 74.                                 **THE** instrument appointing a proxy and the power of attorneyor other authority (if any) under which itis signed or executed or a notarially certified copy of that power orauthority (or a copy certified in some other manner acceptable to theDirectors) shall be deposited at the registered office of the Company or atsuch other place as is specified for that purpose in the notice convening themeeting not less than twenty four hours before the time for holding the meetingor adjourned meeting at which the person named in the instrument proposes tovote and in default the proxy shall not be treated as valid unless otherwiseagreed to by all shareholders present at such meeting.

 

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# 75.                                 **EVERY** instrument of proxy shall (unlessotherwise provided by these Articles) be in the usual form or in such otherform as the Directors may from time to time prescribe or in a particular case accept.

#  

# 76.                                 **THE** instrument appointing a proxy shall be deemed to conferauthority to demand or join in demanding a poll.

#  

# 77.                                 **A** vote given in accordance with the terms of an instrumentof proxy shall be valid notwithstanding the previous death or unsoundness ofmind of the appointor or revocation of the instrument or of the authority underwhich the instrument was executed or transfer of shares in respect of which the instrument isgiven provided no intimation in writingof the death unsoundness of mind revocation or transfer shall have beenreceived by the Company before the meeting or adjourned meeting at which theinstrument is used.  A proxy shall not berevoked by the appointor attending and taking part in any meeting but if theappointor shall vote on any resolution either on a show of hands or on a pollthe person acting as proxy for such appointor shall have no vote as such proxyon any such resolution.

#  

# 78.                                 **A** shareholder may execute an instrument appointing a proxyor proxies valid for all meetings during the shareholder’s absence frommeetings until revocation or such shareholder may appoint a proxy or proxiesfor any particular meeting by cablegram telegram telex or facsimile and suchcablegram telegram telex or facsimile may be in any form and shall be deemed tobe authentic if it purports to be signed by such shareholder.  Any such appointment may be made in respectof all or only some of a shareholder’s shares.

#  

**DIRECTORS**

 

# 79.                                 **THE** maximum number of Directors will be five (5) unless the Companyresolves otherwise in general meeting.

#  

# 80.                                 **THERE** shall be no share qualification for Directors of theCompany.

#  

# 81.                                 (1)                                  **THE** A Class shareholders shall have the right by noticein writing delivered to the Secretary to appoint, remove and replace one (1) Directorand it isintended that (to the extent reasonably practical) that they shall at all timesfully exercise that right.

#  

## (2)                                  TheB Class shareholders shall have the right by notice in writing deliveredto the Secretary to appoint remove and replace one (1) Director and it isintended that (to the extent reasonably practical) they shall at all timesfully exercise that right.

##  

## (3)                                  TheC Class shareholders shall have the right by notice in writing deliveredto the Secretary to appoint, remove and replace one (1) Director and it is intendedthat (to the extent reasonably practical) they shall at all times fullyexercise that right.

##  

## (4)                                  Exceptas expressly provided in these Articles the Company in general meeting may byresolution:

##  

### (a)                                  appointany person to be a Director,

 

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### (b)                                 removeany Director before the expiration of hisperiod of office, but in no event can the Company in general meeting remove anyA Class Director, any B Class Director or any C Class Director.

###  

## (5)                                  Aperson may not be appointed or removed as a Director except in accordance withthis **Article 81** or **Article 82**.

##  

## (6)                                  Subjectto **Article 4l(6)(c) **but notwithstanding anything else hereincontained, and in addition to their respective rights to appoint directors, the A, B and C class shareholders shallseverally have the right to nominate in writing and appoint an associatedirector to attend and speak(but not vote) on their respective behalf at all meetings of the Board.  The Boardmay at any time, from time to time during any meeting of the Bond,restrict or remove the right of such attendance for all (but not some) of theassociate directors.

##  

# 82.                                 **WITHOUT** limiting **Article 81(4)**, a Director shall be deemed to have been removed, from that office if (and when):

#  

### (a)                                  heceases, by force of law, to hold officeas a Director;

###  

### (b)                                 heresigns as a Director by notice in writing to the Board;

###  

### (c)                                  hebecomes of unsound mind or aperson whose person or estate is liable to be dealt with in any way under thelaw relating to mental health;

###  

### (d)                                 heis absent, without the consent of the Directors,from 3 consecutive meetings of theDirectors (whether such meetings are held by way of the Directors beingphysically present together or by wayof electronic means in accordance with **Article 94**);

###  

### (e)                                  heis directly or indirectly interested in any contract or proposed contract withthe Company and fails to declare the nature of his interest as required by theCode.

###  

# 83.                                 **THE** Directors shall be entitled to remuneration in an amountdetermined front time to time by the Board. No fee shall be paid to Associate Directors nor to Executive Directors(apart from their remuneration as executives). No fee shall be payable to any Directors other than those Directors ofthe Company as at the Completion Date provided however that any Directorappointed in placeof a B class or C class Director shall be paid the annual fee payable to theDirector he has replaced, or such other sum as is determined by the Board fromtime to time.  Subject to the Code, theCompany may pay or contribute to funds established for the purpose of payingpensions gratuities, superannuation or retiring allowances to any of theExecutive Directors or to any of their dependants or connections.

#  

# 84.                                 **EACH** Director shall be paid all his travelling hotel andother expenses properly incurred by himin connection with his obligations as director or otherwise in connection withthe business of the Company.

 

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# 85.                                 **IN** the case of the fee payable to each Director (includingthe Chairman) in his capacity as a Director of the Company:

#  

### (a)                                  theannual fee (if any) shall accrue pro rata on a daily basis from the date of his appointment; and

###  

### (b)                                 theannual fee shall be payable in instalments, with, the first instalment payable on 31 October, 1989 (or in the case ofany Director appointed after that date at the end of the quarter in which hewas appointed), and with all subsequent instalments payable quarterly inarrears.

###  

**POWERS AND DUTIES OF DIRECTORS**

 

# 86.                                 **THE** management of the business and affairs of the Companyshall be vested in the Directors who in addition to the powers and authorities bythese Articles or otherwise expressly conferred upon them may exercise all suchpowers and do all such acts and things as may be exercised or done by theCompany and are not hereby or bystatute directed or required to be exercised or done by the Company in generalmeeting but subject nevertheless to the provisions of the Code and to theseArticles and to any regulations (being not inconsistent with the aforesaidprovisions of these Articles) from time to time made by the Company in generalmeeting **PROVIDED THAT** no such regulations somade shall invalidate any prior act of theDirector which would have been valid if such regulation had not been made.  Any sale ordisposal by the Directors of the Company’s main undertaking shall be subject to ratification by the Company in generalmeeting.

#  

# 87.                                 **THE** Directors may at any time and from time to time byresolution power of attorney or writing under the Seal appoint any firm companycorporation or person or body at persons whether nominated directly orindirectly by the Directors to be the attorney or attorneys or agent or agents ofthe Company for such purposes and with such powers authorities and discretions(not exceeding those vested in or exercisable by the Directors under theseArticles) and for such period and subject to such conditions as the Directorsmay from time to time think fit and any such resolution power of attorney orwriting may contain such provisions for the protection and convenience ofpersons dealing with such attorney or agent as the Directors think fit and mayalso authorise any such attorney or agent to delegate all or any of the powersauthorities and discretions for the time being vested in him.

#  

# 88.                                 **ALL** cheques promissory notes drafts bills of exchange andother negotiable instruments and all receipts for money paid to the Companyshall be signed drawn accepted endorsed or otherwise executed as the case maybe by such persons and in such manner as the Directors shall from time to timedetermine **PROVIDED THAT** (without limiting thegenerality of the foregoing) the Directors may by resolution determine eithergenerally or in any particular case that any signature may be a facsimilesignature affixed by mechanical means.

#  

**DISQUALIFICA1ION OF DIRECTORS**

 

# 89.                                 **THE** office of a Director shall be vacated forthwith if theDirector -

 

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### (a)                                  ceasesto be or is removed as a Director pursuant to the provisions of the Code orthese Articles;

###  

### (b)                                 becomesan insolvent under administration or makes any composition or arrangement withhis creditors or any class thereof;

###  

### (c)                                  becomesof unsound mind or a person whose person or estate is liable to be dealt within any way under the law relating to mental health;

###  

### (d)                                 resignshis office by notice in writing to the Company or the period for which he isappointed expires; or

###  

### (e)                                  withoutthe permission of the otherDirectors absents himself from the meetings of the Directors for a period offour months continuously and the Directors resolve that the office be vacated.

###  

**CONTRACTS OP DIRECTORS**

 

# 90.                                 (1)                                  **SUBJECT** to the provisions of the Code no Director orproposed Director shall be disqualified by his office from entering into anycontract agreement or arrangement with the Company or from becoming or remaining a Director of any company or corporation in which the Company isin any way interested or which is in any way interested inthe Company nor shall any such contract agreement or arrangement or any contract agreement or arrangement enteredinto by or on behalf of the Company in which any Director is in any wayinterested be avoided nor shall any Director entering as aforesaid into anycontract agreement or arrangementor being a Director of such other company or corporationor being so interested be liableto account to the Company for any profits or remuneration realised by his so entering or being a Director of such other company or corporationor being so interested by reason of such Director holding office as a Directorof the Company or of the fiduciary relation thereby established.

#  

## (2)                                  Thenature of a Director’s interest in any contract agreement or arrangement mustbe declared by him at a meeting of the Directors of the Company in accordance with the Code and as soon as practicable after the relevant facts have come to his knowledge.

##  

## (3)                                  ADirector shall be entitled to voteat any meeting of Directors in respect of any contract agreement arrangementmatter or thing in which he is interestedand he shall be entitled to be counted in the quorum at any meeting at whichany such contract agreementarrangement matter or thing is considered and he may attest the affixing of the Seal, the Share Seal or the Official Seal as the case may be to any such contract or agreement or other documentrelating to any such contractagreement arrangement matter or thing **PROVIDED THAT**the other Directors shall determine by resolution (upon which the Director whohas disclosed the conflict may not vote) whether or not the Director concernedmay vote in respect of the relevant matter.

 

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## (4)                                  A Director may hold any other officeor place of profit wider the company (except the office of Auditor) inconjunction with his office of Director for such period and on such terms as toremuneration and otherwise as the Directors may determine.

##  

**DIRECTORS CONFLICTS OF INTEREST**

 

# 91.                                 **A** Director of the Company who holds any office or possessesany property whereby whether directly or indirectly duties or interests mightbe created in conflict with his duties or interests as Director shall inaccordance with sub-section (6) of Section 228 of the Codedeclare at a meeting of the Directors of the Company the fact and the naturecharacter and extent of the conflict.

#  

**MANAGING DIRECTOR**

 

# 92.                                 **THE** Directors may from time to time appoint one or more oftheir body to the office of Managing Director for such period and on such termsas they think fit and may revoke any such appointment.  The appointment of such a Director shall beautomatically determined if he ceases from any cause to be a Director.

#  

# 93.                                 **A** Managing Director shall subject to the terms of anyagreement entered into or in any particular case receive such remuneration(whether by way of salary commission or participation in profits or partly inone way and partly in another) as the Directors may determine.

#  

# 94.                                 **A** Managing Director shall at all times be subject to the control of the Board of Directors but subject thereto the Directors may entrust to and confer upon a Managing Directorany of the powers exercisable by them upon such terms and conditions and withsuch restrictions as they may think fitand may from time to time revoke withdraw alter or vary all or any ofthose powers **PROVIDED ALWAYS** thatsuch powers so conferred on any Managing Director shall be collateral with thepowers of the other Directors and not tothe exclusion of such powers.

#  

**PROCEEDINGS OF DIRECTORS**

 

# 95.                                 (1)                                  **THE** Directors may meet together for the despatch of businessadjourn and otherwise regulate their meetings and proceedings as they thinkfit.  Unless otherwise resolved, the Board shall meet at monthly intervals.  The Managing Director shall at the firstBoard meeting after the adoption of these Articles present a proposed schedule ofmeetings of the Board for the next 12 months for the Board’s approval.  Notwithstandingits approval of such schedule,the Board may at each meetingvary the date for the next meetingand the setting of that dateshall be deemed to be due notice to allof the Directors present of theconvening of that meeting.  Reasonable notice of such meeting shall be given to all Directors not so present.

#  

## (2)                                  Withoutlimiting the discretion of the Directors to regulate their meetings underparagraph (1), the Directors may if they think fit confer by radio telephoneclosed circuit television orother electronic means of audio or audio-visual communication and a resolutionpassed by such a conference shall notwithstanding that the Directors 

 

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## are not present together in oneplace at the time of the conference be deemed to have been passed at a meetingof the Directors held on the day at which and at the time at which theconference was held provided that -

##  

### (a)                                  allthe Directors (including an alternate for a Director) for the time beingentitled to receive notice of a meeting of the Directors shall receive noticeof the conference and shall have or may reasonably obtain access to the meansby which the conference is to take place;

###  

### (b)                                 eachof the Directors taking part in the conference shall be able to hear each ofthe other Directors taking part in the conference;

###  

### (c)                                  eachof the Directors at the commencement of the conference shall acknowledge hispresence for the purpose of a meeting of the Directors to all the otherDirectors taking part;

###  

### (d)                                 NoDirector may leave the conference by disconnecting his means of communicationunless he has previously obtained the express consent of the Chairman of themeeting and a Director shall be conclusively presumed to have been present andto have formed part of the quorum at alltimes during the meeting by telephone or other means of communication unless hehas previously obtained the express consent of the Chairman to leave the conference.

###  

## (3)                                  (a)                                  Subjectto **Article ****95(3)(b)**, a quorum for a meeting of the Board shall be each of the A, B and C Directors (present inperson or by proxy or by their alternates) who are entitled to vote at a meeting of the Board.

##  

### (b)                                 Ifthere is no quorum for the meeting of the Board the meeting will, if theDirectors then present so determine, be reconvened at the same time and place five (5) business days later, and any two Directors (one of whom must be the B Class Directoror the C Class Director) shall constitute a quorum for thatreconvened meeting.  Reasonable notice ofthe time and place of any such reconvened meeting shall be given to allDirectors (including those Directors whoare not present at the meetingwhich is to be reconvened.)

###  

## (4)                                  (a)                                  TheBoard papers for each Board meeting shall include an agenda setting out the significant items of business to be dealt with at that Boardmeeting.

##  

### (b)                                 TheBoard papers for a Board meetingshall be given to each of theDirectors and associate directors(if any) not less thanforty-eight (48) hours before thatBoard meeting.  Any Director may at any time and from timeto time waive this requirement insofaras it applies to him.

###  

### (c)                                  Ameeting of the Board may not dealwith any significant item of businesswhich has not been set out in theBoard papers circulated to the Directors in relation to that meeting unless allof the Directors that are entitled to be 

 

32

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### present are present at thatmeeting and all the Directors agree tosuch an item being dealt with notwithstanding that it was not set out inthe Board papers.

###  

## (5)                                  (a)                                  The Chairman of theBoard will be appointed by the Board after consultation with the A classshareholders.

##  

### (b)                                 TheChairman of any meeting shall not have a casting vote at that meeting.

###  

### (c)                                  At any meeting of the Board at whichthe Chairman or his alternate is not present within 15 minutes of the timeappointed for the meeting, the Directors present shall elect the chairman ofthe meeting.

###  

# 96.                                 **DECISIONS** of the Board shall be made by majority vote of theDirectors present at that meeting who are entitled to vote **PROVIDEDTHAT** at least one of the B class Director or the C class Directorvotes in favourof that resolution.  Notwithstanding theforegoing and anything to the contrary in these Articles, a vote of the Boardin the following contexts shall be deemed to be in the negative unless at leasta majority of directors including all the A, B and C class directors vote infavour of a resolution for the Company or any of its subsidiaries to:

#  

## (1)                                  declareor pay a dividend;

##  

## (2)                                  agreeto or effect any acquisition or disposal (whether of a business, shares orassets) at a price or of a value exceeding $500,000.  Acquisitions and disposals shall not be “brokenup” to avoid the operation of thisprovision;

##  

## (3)                                  enterinto a credit or finance facility or arrangement for an amount in excess of $500,000 save where such facility orarrangement has been agreed to priorto the date of adoption of theseArticles.  Credit and finance facilitiesshall not be “broken up” to avoid the operation of this provision;

##  

## (4)                                  materiallyrenegotiate or effect arepayment of a credit or finance facility entered into before, at or after theCompletion Date;

##  

## (5)                                  agreeto or effect any material change in the nature of the business of the Company to that in operation asat the Completion Date;

##  

## (6)                                  adoptan employee share or option plan;

##  

## (7)                                  delegateany part or all of the authorityof the Board with respect to anymatter;

##  

## (8)                                  approvea mortgagee or credit providerin accordance with **Article 40(2)**;

##  

## (9)                                  designateany person as a Permitted Nominee.

##  

# 97.                                 **THE** continuing Directors may act notwithstanding any vacancyin their body except if and so long as their number is reduced below the numberfixed by or pursuant to these Articles as the necessary quorum of Directors thecontinuing Directors or Directormay not act except 

 

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# for the purpose of increasingthe number of Directors to the quorum or of convening a general meeting of the Company or in thecase of an emergency.

#  

# 98.                                 **THE** Directors may delegate any of their powers to committeesconsisting of such shareholder or shareholders of their body or such person or persons as theythink fit.  Any committee so formed shallin exercise of the powers so delegatedconform to any regulations that may be imposed on it by the Directors.  Anycommittee so formed is referred to in these Articles as a Committee ofDirectors.

#  

# 99.                                 **THE** meetings and proceedings of any such committeeconsisting of more than one person shall be governed by the provisions hereincontained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and arenot superseded by any regulations made by the Directors under the precedingArticle.  Unless otherwise determined bysuch regulations, the quorum for any meeting of such committee shall be two.

#  

# 100.                           **ALL** acts done by any meeting of the Directors or by aCommittee of Directors or by any person acting as a Director shallnotwithstanding that it is afterwards discovered that there as some defect inthe appointment or continuance in office of any such Director or personacting as aforesaid or that they or any of them were disqualified or hadvacated office or were not entitled to vote be as valid as if each such personhad been duly appointed or had duly continued in office and was qualified andhad continued to be a Director and had been entitled to vote.

#  

# 101.                           **A** resolution in writing signed by all the Directors for thetime being or their alternates appointed under **Article 102**(not being less than a quorum) shall be as valid and effectual as if it had beenpassed at a meeting of Directors duly called and constituted.  Any suchresolution may consist of severaldocuments in like form (whether in the formof a document, facsimile or telex transmission or any other form of writing)each signed by one or moreDirectors (or their alternates as aforesaid) and shall be deemed to have beenpassed on the day on which the documentor documents were last signed by a Director.

#  

**BORROWING POWERS**

 

# 102.                           **THE** Directors may exercise all the powers of the Company to borrow money andto mortgage or charge itsundertaking assets and uncalled capital orany part thereof and to issue debentures debenture stock and other securitieswhether outright or as security for any debt contract guarantee engagementobligation or liability of the Company or of any third party and on terms andconditions as the Directors think fit.

#  

**ALTERNATE DIRECTORS**

 

# 103.                           (1)                                  **EACH** Director shall be entitled to nominate in writing analternate to attend, speak and vote on his behalf at all meetings of the Board,provided that with respect to anominee of themanaging director (who shall be an A Class Shareholder) and Chairman,the prior written consent of the A B and C Class Directors is obtained, which consentshall not be unreasonably withheld.

 

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## (2)                                  Anyperson (including any Director) may be appointed as the alternate of one ormore Directors.

##  

## (3)                                  Subjectto **Article 102(1) **theappointment by a Director of any person as his alternate does notrequire the consent or approval of any other Director or of any other person(other than the alternate).

##  

## (4)                                  Ifa person attends any meeting both in his capacity as a Director and asalternate for another Director, then he shall be entitled to one vote as aDirector and a further vote for each Director by whom be has been appointedalternate (provided that theDirector who has appointed him would be entitled to vote if he was personallypresent at the relevant Board meeting)including where a person acts as an alternate for the Chairman, the Chairman’scasting vote.

##  

## (5)                                  Everyalternate shall be deemed to be an officer of the Company and shall not bedeemed to be the agent of the Directorappointing him.  An alternate Directorshall not be entitled to receiveany remuneration from the Company for acting as alternate.  An alternate Director shall ipso factorvacate office if the appointor ceases to be a Director or removes the appointeeby notice in writing to theCompany.

##  

**MINUTES**

 

# 104.                           **THE** Directors shall cause minutes to be kept in accordancewith the Code of:

#  

### (a)                                  thenames of the Directors present at each meeting of the Directors andof any Committee of Directors; and

###  

### (b)                                 allresolutions and proceedings of general meetings and of meetings of Directorsand of Committees of Directors.

###  

Such minutes shall be signed by the Chairman of the meeting at whichthe proceedings were held or by the Chairman of the next succeeding meeting.

 

**LOCAL MANAGEMENT**

 

# 105.                           **THE** Directors may from time to time provide for the management of the affairs of the Companyin any part of Australia or elsewhere in such manner as they think fit and the provisions contained in thefollowing Articles shall be without prejudice to the general powers conferred by this Article.

#  

# 106.                           **THE** Directors may establish such agencies branch offices anylocal boards as they think fit and may do all such acts matters and things as may be necessary for that purposeand the Directors may make suchregulations for the management of such agency branch office or local board as theymay from time to time thinkproper.  The Directors may authorisepayment of remuneration to shareholders of any such agency branch office orlocal board and may anthorise payment of any expenses incurred in theestablishment maintenance or operation of am such agency branch office or local board.  The Directors may from time to 

 

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# time discontinueany such agency branch office or local board or the appointment of any person holding office therein.

#  

# 107.                           **THE** Directors may exercise all the powers of the Company inrelation to any Official Seal for use outside the State or Territory ofincorporation and in relation to branch registers.

#  

**SECRETARY**

 

# 108.                           **ONE** or more Secretaries shall in accordance with the Code beappointed by the Directors for such terms at such remuneration and upon suchconditions as the Directors may think fit and any Secretary so appointed may beremoved by them.

#  

**SEAL**

 

# 109.                           **THE** Directors shall provide for the safe custody of the Sealwhich shall only be used by the authority of the Directors or of a Committee ofDirectors authorised by the Directors in that behalf or to seal an instrumentthe execution of which is expressed to be subject to ratification by theDirectors or a committee of Directors authorised by the Directors in thatbehalf and every instrument to which the Seal is affixed shall be signed by aDirector and shall be countersigned by the Secretary or by a second Director orby some other person appointed by the Directors for the purpose **PROVIDED THAT** the Directors may by resolution determineeither generally or in anyparticular case that the signature of any Director and the Secretary may befacsimile signatures affixed by mechanical means.

#  

# 110.                           **THE** Company may have aShare Seal and one or moreOfficial Seals.

#  

**DIVIDENDS**

 

# 111.                           **THE** Directors may from time to time declare and pay suchdividends (whether final or interim)as appear to the Directors to be justified after considering the profits of theCompany and the working capital requirements of the Company.

#  

# 112.                           **NO** dividendshall be paid otherwise than out of profits or pursuant to Section 119 ofthe Code and for this purpose the declarationof the Directors as to the amount of the profits and the working capitalrequirements of the Company shall be conclusive.  No dividend shall bear interest against theCompany.

#  

# 113.                           **THE** Directors maybefore declaring any dividend set aside out of the profits of theCompany such sums as they think proper as reserves which shall at the discretionof the Directors be applicable for anypurpose to which the profits ofthe Company may be properly applied and pending any such application may at thelike discretion either be employed in the business of the Company or beinvested in suchinvestments (other than shares of the Company) as the Directors may from timeto time think fit.  The Directors mayalso without placing the same toreserve carry forward any profits which they may think prudent not to divide.

#  

# 114.                           **IN** the event that dividends are paid to shareholders thenthe dividend paid per share shall be the same for each class of shareholdersave that dividends shall be declared and paid on the 

 

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# A Class Shares at a ratewhich will give to each A Class Shareholder equivalent dividends to thosehe would have received had the A Class shareholder immediately prior tothe date for determining entitlements to dividends been the registered holderof such number of A Class shares as are then subject to options held byhim in addition to those shares of which he is registered as the holder.

#  

# 115.                           **SUBJECT** to the rights of persons (if any) entitled no shareswith special rights as to dividendsall dividends shall be declared and paid according to the amount paid orcredited as paid on the shares in respect whereof the dividend is paid butno amount paid or credited as paid on a share in advance of calls shall betreated for the purposes of this Article as paid on the share.  All dividends shall be apportioned and paidproportionately to the amounts paid or credited as paid on the shares duringany 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 dividendas from a particulardate that share shall rank for dividend accordingly.

#  

# 116.                           **SUBJECT** to **Article 15**and subject to the rights of persons a transfer of shares registered after thebooks close for dividend purposes but before a dividend is payable shall not pass theright to any dividend declared thereon before the registration of the transfer.

#  

# 117.                           **THE** Directors may retain any dividend or other moneys payable on or in respect of ashare onwhich the Company has a lien or the registered owner of which is indebted to the Company and may apply suchdividend or other moneys in ortowards satisfaction of the debts liabilities or engagements in respect ofwhich the lien exists or in or towards satisfactionof such indebtedness asaforesaid.

#  

# 118.                           **SUBJECT** to any other provision of these Articles, anydividend may be paid wholly or in partby the distribution of specific assets and in particular of paid or partly paid upshares debentures or debenture stock of the Company or of any other company.  The Directors may settle any difficulty whicharises with regard to such distribution in any manner they think expedient and in particular in order to adjust the rights of allshareholders maymake provision lot the case of fractions and may fix the value for distributionof such specific assets or any part thereof and may determine that cash payments shallbe made to any shareholders andmay vest any such specific assets in trustees upon trust for all theshareholders entitled to the dividend.

#  

# 119.                           **ANY** dividends bonuses interest or other moneys payable in cash in respect ofshares may bepaid by cheque or warrant sentthrough the post directed to the registered address of the holder or inthe case of joint holders to the registered address of that one of the joint holders who is first namedon the Register or to such person and to such address as the holder or joint holders may in writing direct.  Every such cheque or warrant shall be made payable to theorder of the person to whom it is sent. Any one or two or morejoint holders may give effectual receipts for any dividends interest bonusesinterest or other moneys payable in respect of the shares held by them as joint holders.

#  

# 120.                           (1)                                  **THE** Directors may from time to tine resolve to capitaliseany sum of undivided profits of the Company standing to the credit of any ofthe Company’s reserve accounts or to the credit of the profit and loss accountor otherwise available for 

 

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# distribution (including premiums obtained on the issue of shares andprofits derived from the accretion in value disclosed upon the revaluation ofassets) and not required for the payment or provision of any fixeddividend on any shares entitled to a preferential dividend and accordingly thatsubject to the rights of persons(if any) entitled to shares with special rights as to dividend such sum ofprofits be apportioned among the shareholders registered on a date stipulatedby the Directors in proportion to the number of shares held by them respectively but so that such sum be notpaid in cash but (subject to the requirementsof the Code) be applied in:

#  

#### (i)                                     payingup any amounts (including any premiums) unpaid on shares held by them;

####  

#### (ii)                                  inpaying up in full (including anypremium} unissued shares debentures or debenturestock of the Company to beallotted and distributed to such shareholders as fully paid; or

####  

#### (iii)                               partlyas mentioned in sub-paragraph (i) and partly as mentioned insub-paragraph (ii) **PROVIDED THAT**unless otherwise authorised by a special resolution of the Company in generalmeeting shares of one class shall only beallotted and distributed toholders of such class.

####  

## (2)                                  Wheneversuch a resolution as aforesaid shallhave been passed the Directors shall make all appropriations and applications of the undivided profits resolved no be capitalised and all allotmentsand issues of shares debentures or debenture stock (if any) and generally shalldo all acts and things required to give effect theretowith full power to the Directors to make such provision for the case of fractions as theythink fit and to authorise any person on behalf of all shareholders entitledthereto to enter into an agreement with the Company providing for the allotmentto them respectively of any such shares credited as fully or partly paid up (asthe case may be) and any agreement made under such authority shall be effectiveand binding on all the shareholders.

##  

**ACCOUNTS**

 

# 121.                           **THE** Directors shall cause proper accounting and otherrecords to be kept and shall distribute copies of balance sheets as required bythe Code and shall from time to time determine whether and to what extent andat what times and places and under what conditions or regulations theaccounting and other records of theCompany or any of them shall be open to the inspection of shareholdersnot being Directors and no shareholder (not being a Director) shall have anyright of inspecting any account or book or paper of the Company except asconferred by stature or authorised by the Directors or by the Company ingeneral meeting.

#  

**NOTICES**

 

# 122.                           (1)                                  Anotice may be given by the Company to any shareholder (which for the purposesof **Articles 121 to 125** shall be deemed toinclude the circulation of the Board papers 

 

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# to the Directors in accordancewith **Article 94(4) **unless therecipient waives this provision) either personally or by sending it by post orby telex or telegram or by facsimile transmission to him at his registeredaddress.

#  

## (2)                                  Serviceof a notice shall be deemed to be effected:

##  

### (a)                                  wheredelivered, upon receipt;

###  

### (b)                                 whereposted, at the time at which the letter would be delivered in the ordinarycourse of post (which in the case of posting and delivery within Australiashall be deemed to be on the second day after posting, and in the case ofinternational airmail shall be deemed to be on the tenth day after posting);

###  

### (c)                                  wheresent by telex, when transmitted, provided that the telex bears the relevantanswerback code at the conclusion of the transmission;

###  

### (d)                                 wheresent by facsimile transmission, at the time indicated on a facsimiletransmission report from the transmitting facsimile machine received by thetransmitting party to the effect that the facsimile transmission hassuccessfully been transmitted to the recipient; and when sent; and

###  

### (e)                                  wheresent by telegram, when handed in for transmission.

###  

## (3)                                  Anotice may be signed on behalfof a party that is a corporation by any director, the secretary or any manager of the corporation.

##  

# 123.                           **A** notice may be given by the Company to the joint holders of a share by giving thenotice to the joint holder first named in the Register in respect of the share.

#  

# 124.                           **A** notice may begiven by the Company to the persons entitled to a share inconsequence of the death lunacyliquidation or bankruptcy of ashareholder by sending it through thepost in a prepaid letter addressed to them by name or by the titleof representatives of thedeceased lunatic or liquidator or assignee of the bankrupt or by any likedescription at the address if any within the Commonwealth of Australia suppliedfor the purpose by the persons claiming to be entitled or (until such anaddress has been so supplied) by giving the notice in any manner in which thesame might have been given if the death lunacy liquidation or bankruptcy hadnot occurred.

#  

# 125.                           (1)                                  **NOTICE** of every general meeting shall be given in any mannerhereinbefore authorised to:

#  

### (a)                                  everyshareholder;

###  

### (b)                                 everyperson entitled to a share in consequence of the death lunacy liquidation or bankrupt of a shareholderwho but for his death lunacy liquidation or bankruptcy would be entitled toreceive notice of the meeting;

 

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### (c)                                  everyperson otherwise entitled to a notice of meeting under the Code; and

###  

## (2)                                  Noother person shall be entitled to receive notices of general meetings.

##  

# 126.                           **THE** signature to any notice to be given by the Company may be written orprinted or stamped.

#  

**CLASS RESOLUTIONS**

 

# 127.                           (1)                                  Aresolution passed by a majority of thevotes of the shareholders of any class of shares (a “relevant class of shareholders) present and voting ata meeting of the relevant class of shareholders that is convened in accordancewith these Articles shall for all purposes be deemed a resolution of that class of shareholders.

#  

## (2)                                  If:

##  

### (a)                                  oneor more of the shareholders of a relevant class have signed a document (whetherin the form of a document, facsimile or telex transmission or any other form ofwriting) (or have signed severally two or more identical documents)(collectively called the “document”) containing a statement that they are infavour of a resolution of the shareholders of that class in the terms set outin the document, and

###  

### (b)                                 thoseshareholders together hold a majority of the votes of all the shareholders ofthat class,

###  

then a resolution in those terms shall be deemed to have been made at a meetingof that class of shareholders held on the day on which, and at the time atwhich, the document was last signed by a shareholder forming part of thatmajority.

 

## (3)                                  Forthe purposes of this clause;

##  

### (a)                                  eachshareholder of a relevant class shall be entitled at meetings of than class of shareholdersto one vote for each share of that class that he holds and

###  

### (b)                                 wherea shareholderof a relevant class holds any of his shares of that class in accordance with theseArticles as a permitted nominee of another person he shall he deemed by hisacquisition of those shares to have irrevocably appointed that person (or theproxy or attorney of that person) as his proxy or attorney in respect of those sharesto vote at all meetings contemplated by**Article 126(1) **heldwhilst he is such a permitted nominee,or to sign on his behalf all documents contemplated in **Article 126(2) **that are consideredfor signature whilst he is such a permitted nominee, (in either case in such manner as the proxy or attorneysees fit).

###  

## (4)                                  The parties shall be entitled to rely on a certificate of a A Class Directorthat a resolution of the A Class shareholdershas been duly passed or made as conclusive evidence of the same.  The partiesshall be entitled to rely on a certificate of a B 

 

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## Class Directorthat a resolution of the B Class shareholders has been duly passed or madeas conclusive evidence of the same.  Theparties shall be entitled to rely on a certificate of an C Class Directorthat a resolution of the C Class shareholders has been duly passed or madeas conclusive evidence of the same.

##  

**WINDING UP**

 

# 128.                           **IF** the Company shall bewound up and the assets available for distribution among the shareholdersas such shall be insufficient to repay the whole of the paid up capital such assets shall be distributed so that asnearly as may be the losses shall be borne by the shareholders in proportion tothe capital paid up or whichought to have been paid up at the commencementof the winding up on the sharesheld by them respectively and if in the winding up the assets available fordistribution among the shareholders shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up the excess shall he distributedamongst the shareholders in proportion tothe capital at the commencementof the winding up held by them respectively **PROVIDED THAT** this Article is to be without prejudice to the rights of the holders of shares issuedupon special terms and conditions.

#  

# 129.                           **IF** the Company is woundup the liquidator may with the sanction of a special resolution of the Company divide amongst theshareholders in kind the whole or any partof the assets of the Company(whether they consist ofproperty of the same kind or not) and may for that purpose set such value as he deems fair upon any property to bedivided as aforesaid and may determine how the division shall be earned out asbetween the shareholders or differentclasses of shareholders.  The liquidator may with the like sanction vest the whole or any part of any such assets in trustees upon such trusts for thebenefit of the contributories asthe liquidator with the like sanction thinks fit but so that no shareholder shall be compelled to accept any shares or other securities whereon there is any liability.

#  

# 130.                           **WHERE** the Company is wound up by the Court(within the meaning of Section 359(1) of the Code), each share shall confer upon its holder a righton liquidation to payment of any surplus(after satisfaction of all debtsand liabilities to the Company in accordance with the Code) in accordance with,and subject at all times to the following ranking;

#  

FIRST - Theamount of capital paid orcredited as paid in respect of the par value of the shares shall be paid to the shareholders on a pari passu basis;

 

SECOND - Theamount of the premium paid on each share (if any) shall be paid to the holders of each such share respectively; and

 

THIRD - Any surplus shall be paid to the shareholders in proportionsequivalent to their proportionalshareholdings in the Company (including in the case of the A class shareholders, any options then held by them).

 

**INDEMNITY**

 

# 131.                           **EVERY** Director Secretary and other officer or savant of theCompany shall be indemnified by the Company against (and it shall bethe duty of the Directors out of the funds of the 

 

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# Company to pay) all costs losses and expenses (including any liabilitiesreferred to in sub-section (2) of Section 237 of the Code) which any such DirectorSecretary or other officer or servant may incuror become liable to by reason of any contract entered into or act or thing doneby him as such Director Secretary or other officer or servant or in any way in discharge ofhis duties except for any liability that may by law or otherwise attach to him in respect of any negligence defaultbreach of duty or breach of trust of which he may he guilty in relationto the Company.

#  

# 132.                           **EVERY** officer or auditor for the time being of the Companyshall be indemnified out of the assets of the Company against any liabilityincurred by him indefending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connectionwith any application under the Code in whichrelief is granted to him by the Court in respect of anynegligence default breach of duty or breach of trust.

#  

# 133.                           **The** Company is a proprietary company and accordingly thefollowing provisions shall app1y:

#  

### (a)                                  Subjectto the provisions contained fromtime to time in the Memorandum of Association and these Articles the right totransfer shares in the Company is restricted and the Directors may in theirabsolute discretion refuse to register any transfer (whether voluntary or byoperation of Law) of any share or shares without being bound to assign anyreason for such refusal.

###  

### (b)                                 Thenumber of the Members of the Company is limited to not more than fifty(counting joint holders of shares as one person and not counting any person in the employment of the Company or ofits subsidiary or any person who while previously in the employment of theCompany or of its subsidiary was, and thereafter has continued to be, a memberof the Company).

###  

### (c)                                  TheCompany shall not make any invitation to the public to subscribe for any sharesin or debentures of the Company and shall not offer to the public to accept subscriptionsfor any shares In or debenturesof the Company.

###  

### (d)                                 TheCompany shall not make any invitation to the public to lend money to or todeposit money with the Company or offerto the public to accept moneys deposited with the Company whether for fixedperiods or payable at call bearing or not bearing interest.

 

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