**Company No.**BC0778539BUSINESS CORPORATIONS ACT**ARTICLES**OF**KHD HUMBOLDT WEDAG INTERNATIONAL LTD.**(the “Company”)**PART 1– INTERPRETATION****1.1** **Definitions**   Without limiting Article 1.2, in these Articles, unless the context requires otherwise, thefollowing words shall have the following meanings: (a) **“adjourned meeting”**means the meeting to which a meeting is adjourned underArticle 8.7 or 8.11;  (b) **“board”**and **“directors”**mean the directors or sole director of the Company forthe time being;  (c) **“*****Business Corporations Act*****”**means the *Business Corporations Act*, S.B.C. 2002,c.57, and includes its regulations;  (d) **“*****Interpretation Act*****”**means the *Interpretation Act*, R.S.B.C. 1996, c. 238; and  (e) **“trustee”,**in relation to a shareholder, means the personal or other legalrepresentative of the shareholder, and includes a trustee in bankruptcy of theshareholder.**1.2** **Business Corporations Act definitions apply**   The definitions in the *Business Corporations Act*apply to these Articles. **1.3** **Interpretation Act applies**   The *Interpretation Act*applies to the interpretation of these Articles as if these Articleswere an enactment. **1.4** **Conflict in definitions**   If there is a conflict between a definition in the *Business Corporations Act*and adefinition or rule in the *Interpretation Act*relating to a term used in these Articles, thedefinition in the *Business Corporations Act*will prevail in relation to the use of the termin these Articles. **1.5** **Conflict between Articles and legislation**   If there is a conflict between these Articles and the *Business Corporations Act*, the*Business Corporations Act*will prevail.

 

- 2 -**PART 2 – SHARES AND SHARE CERTIFICATES****2.1** **Form of share certificate**   Each share certificate issued by the Company must comply with, and be signed as required by,the *Business Corporations Act*. **2.2** **Right to share certificate**   Each shareholder is entitled, without charge, to one certificate representing the share orshares of each class or series of shares held by the shareholder. **2.3** **Sending of share certificate**   Any share certificate to which a shareholder is entitled may be sent to the shareholder bymail and neither the Company nor any agent is liable for any loss to the shareholder becausethe certificate sent is lost in the mail or stolen. **2.4** **Replacement of worn out or defaced certificate**   If the directors are satisfied that a share certificate is worn out or defaced, they must,on production to them of the certificate and on such other terms, if any, as they think fit: (a) order the certificate to be cancelled; and  (b) issue a replacement share certificate.**2.5** **Replacement of lost, stolen or destroyed certificate**   If a share certificate is lost, stolen or destroyed, a replacement share certificate must beissued to the person entitled to that certificate if the directors receive: (a) proof satisfactory to them that the certificate is lost, stolen or destroyed;and  (b) any indemnity the directors consider adequate.**2.6** **Splitting share certificates**   If a shareholder surrenders a share certificate to the Company with a written request thatthe Company issue in the shareholder’s name two or more certificates, each representing aspecified number of shares and in the aggregate representing the same number of shares asthe certificate, so surrendered, the Company must cancel the surrendered certificate andissue replacement share certificates in accordance with that request. The shareholder willpay the cost of issuing such share certificates.**PART 3 – ISSUE OF SHARES****3.1** **Directors authorized to issue shares**   The directors may, subject to the rights of the holders of the issued shares of the Company,issue, allot, sell, grant options on or otherwise dispose of the unissued shares, and issuedshares held by the Company, at the times, to the persons, including directors, in themanner, on the terms and conditions and for the issue prices that the directors, in theirabsolute discretion, may determine. **3.2** **Company need not recognize unregistered interests**   Except as required by law or these Articles, the Company need not recognize or provide forany person’s interests in or rights to a share unless that person is the shareholder of theshare.**PART 4 – SHARE TRANSFERS****4.1** **Recording or registering transfer**   A transfer of a share of the Company must not be recorded or registered:

 

- 3 - (a) unless a duly signed instrument of transfer in respect of the share has beenreceived by the Company and the certificate representing the share to be transferredhas been surrendered and cancelled; or  (b) if no certificate has been issued by the Company in respect of the share,unless a duly signed instrument of transfer in respect of the share has been receivedby the Company.**4.2** **Form of instrument of transfer**   The instrument of transfer in respect of any share of the Company must be either in theform, if any, on the back of the Company’s share certificates or in any other form that maybe approved by the directors from time to time. **4.3** **Signing of instrument of transfer**   If a shareholder, or his or her duty authorized attorney, signs an instrument of transfer inrespect of shares registered in the name of the shareholder, the signed instrument oftransfer constitutes a complete and sufficient authority to the Company and its directors,officers and agents to register the number of shares specified in the instrument oftransfer, or, if no number is specified, all the shares represented by share certificatesdeposited with the instrument of transfer: (a) in the name of the person named as transferee in that instrument of transfer;or  (b) if no person is named as transferee in that instrument of transfer, in the nameof the person on whose behalf the share certificate is deposited for the purpose ofhaving the transfer registered.**4.4** **Enquiry as to title not required**   Neither the Company nor any director, officer or agent of the Company is bound to inquireinto the title of the person named in the instrument of transfer as transferee or, if noperson is named as transferee in the instrument of transfer, of the person on whose behalfthe instrument is deposited for the purpose of having the transfer registered or is liablefor any claim related to registering the transfer by the shareholder or by any intermediateowner or holder of the shares, of any interest in the shares, of any share certificaterepresenting such shares or of any written acknowledgment of a right to obtain a sharecertificate for such shares. **4.5** **Transfer fee**   There must be paid to the Company, in relation to the registration of any transfer, theamount determined by the directors.**PART 5 – ACQUISITION OF SHARES****5.1** **Company authorized to redeem or purchase shares**   Subject to the special rights and restrictions attached to any class or series of shares,the Company may, if it is authorized to do so by the directors, redeem, purchase orotherwise acquire any of its shares. **5.2** **Company authorized to accept surrender of shares**   The Company may, if it is authorized to do so by the directors, accept a surrender of any ofits shares by way of gift or for cancellation. **5.3** **Company authorized to convert fractional shares into whole shares**   The Company may, if it is authorized to do so by the directors, convert any of itsfractional shares into whole shares in accordance with, and subject to the limitationscontained in, the *Business Corporations Act*.**PART 6 – BORROWING POWERS****6.1** **Powers of directors**   The directors may from time to time on behalf of the Company:

 

- 4 - (a) borrow money in the manner and amount, on the security, from the sources and onthe terms and conditions that they consider appropriate;  (b) issue bonds, debentures and other debt obligations either outright or assecurity for any liability or obligation of the Company or any other person;  (c) guarantee the repayment of money by any other person or the performance of anyobligation of any other person; and  (d) mortgage or charge, whether by way of specific or floating charge, or giveother security on the whole or any part of the present and future undertaking of theCompany.**PART 7 – GENERAL MEETINGS****7.1** **Annual general meetings**   Unless an annual general meeting is deferred or waived in accordance with section 182(2)(a)or (c) of the *Business Corporations Act*, the Company must hold its first annual generalmeeting within 18 months after the date on which it was incorporated or otherwiserecognized, and after that must hold an annual general meeting at least once in eachcalendar year and not more than 15 months after the last annual general meeting. **7.2** **Location of annual general and other shareholder meetings**   An annual general meeting or other meeting of the Company’s shareholders may be held at anyof the following locations or at such other location inside or outside British Columbia asmay from time to time be fixed by a resolution of the directors:   Vancouver, British Columbia Vienna, AustriaHong Kong Hamilton, BermudaMunich, Germany Frankfurt, GermanyShanghai, China Bridgetown, BarbadosZurich, Switzerland Toronto, Ontario**7.3** **When annual general meeting is deemed to have been held**   If all of the shareholders who are entitled to vote at an annual general meeting consent bya unanimous resolution under the *Business Corporations Act*to all of the business that isrequired to be transacted at that annual general meeting, the annual general meeting isdeemed to have been held on the date of the unanimous resolution. The shareholders must, inany unanimous resolution passed under this Article 7.3, select as the Company’s annualreference date a date that would be appropriate for the holding of the applicable annualgeneral meeting. **7.4** **Calling of shareholder meetings**   The directors may, whenever they think fit, call a meeting of shareholders. **7.5** **Notice for meetings of shareholders**   The Company must send notice of the date, time and location of any meeting of shareholders,in the manner provided in these Articles, or in such other manner, if any, as may beprescribed by ordinary resolution (whether previous notice of the resolution has been givenor not), to each shareholder entitled to attend the meeting, to each director and to theauditor of the Company, unless these Articles otherwise provide, at least the followingnumber of days before the meeting: (a) if and for so long as the Company is a public company, 21 days; or  (b) otherwise, 10 days.

 

- 5 -**7.6** **Record date for notice**   The directors may set a date as the record date for the purpose of determining shareholdersentitled to notice of any meeting of shareholders. The record date must not precede the dateon which the meeting is to be held by more than two months or, in the case of a generalmeeting requisitioned by shareholders under the *Business Corporations Act*, by more than fourmonths. The record date must not precede the date on which the meeting is held by fewerthan: (a) if and for so long as the Company is a public company, 21 days; or  (b) otherwise, 10 days.  If no record date is set, the record date is 5:00 p.m. on the day immediately preceding thefirst date on which the notice is sent or, if no notice is sent, the beginning of themeeting. **7.7** **Record date for voting**   The directors may set a date as the record date for the purpose of determining shareholdersentitled to vote at any meeting of shareholders. The record date must not precede the dateon which the meeting is to be held by more than two months or, in the case of a generalmeeting requisitioned by shareholders under the *Business Corporations Act*, by more than fourmonths. If no record date is set, the record date is 5 p.m. on the day immediately precedingthe first date on which the notice is sent or, if no notice is sent, the beginning of themeeting. **7.8** **Failure to give notice and waiver of notice**   The accidental omission to send notice of any meeting to, or the non-receipt of any noticeby, any of the persons entitled to notice does not invalidate any proceedings at thatmeeting. Any person entitled to notice of a meeting of shareholders may, in writing orotherwise, waive or reduce the period of notice of such meeting. **7.9** **Notice of special business at meetings of shareholders**   If a meeting of shareholders is to consider special business within the meaning of Article8.1, the notice of meeting must: (a) state the general nature of the special business; and  (b) if the special business includes considering, approving, ratifying, adopting orauthorizing any document or the signing of or giving of effect to any document, haveattached to it a copy of the document or state that a copy of the document will beavailable for inspection by shareholders: (i) at the Company’s records office, or at such other reasonablyaccessible location in British Columbia as is specified in the notice, and  (ii) during statutory business hours on any one or more specifieddays before the day set for the holding of the meeting.**PART 8 – PROCEEDINGS AT MEETINGS OF SHAREHOLDERS****8.1** **Special business**   At a meeting of shareholders, the following business is special business: (a) at a meeting of shareholders that is not an annual general meeting, allbusiness is special business except business relating to the conduct of or voting atthe meeting;  (b) at an annual general meeting, all business is special business except for thefollowing: (i) business relating to the conduct of or voting at the meeting,  (ii) consideration of any financial statements of the Company presented to the meeting,  (iii) consideration of any reports of the directors or auditor,  (iv) the setting or changing of the number of directors,

 

- 6 - (v) the election or appointment of directors,  (vi) the appointment of an auditor,  (vii) the setting of the remuneration of an auditor,  (viii) business arising out of a report of the directors not requiring the passingof a special resolution or an exceptional resolution, and  (ix) any other business which, under these Articles or the *BusinessCorporations Act*, may be transacted at a meeting of shareholders without priornotice of the business being given to the shareholders.**8.2** **Special majority**   The majority of votes required for the Company to pass a special resolution at a meeting ofshareholders is two-thirds of the votes cast on the resolution. **8.3** **Quorum**   Subject to the special rights and restrictions attached to the shares of any class or seriesof shares, the quorum for the transaction of business at a meeting of shareholders is twopersons who are entitled to vote at the meeting in person or by proxy. **8.4** **One shareholder may constitute quorum**   If there is only one shareholder entitled to vote at a meeting of shareholders: (a) the quorum is one person who is, or who represents by proxy, that shareholder;and  (b) that shareholder, present in person or by proxy, may constitute the meeting.**8.5** **Other persons may attend**   The directors, the president, if any, the secretary, if any, and any lawyer or auditor forthe Company are entitled to attend any meeting of shareholders, but if any of those personsdo attend a meeting of shareholders, that person is not to be counted in the quorum, and isnot entitled to vote at the meeting, unless that person is a shareholder or proxy holderentitled to vote at the meeting. **8.6** **Requirement of quorum**   No business, other than the election of a chair of the meeting and the adjournment of themeeting, may be transacted at any meeting of shareholders unless a quorum of shareholdersentitled to vote at the meeting is present at the commencement of the meeting. **8.7** **Lack of quorum**   If, within 1/2 hour from the time set for the holding of a meeting of shareholders, a quorumis not present: (a) in the case of a general meeting convened by requisition of shareholders, themeeting is dissolved; and  (b) in the case of any other meeting of shareholders, the meeting stands adjournedto the same day in the next week at the same time and place.**8.8** **Lack of quorum at succeeding meeting**   If, at the meeting to which the first meeting referred to in Article 8.7 was adjourned, aquorum is not present within 1/2 hour from the time set for the holding of the meeting, thepersons present and who are, or who represent by proxy, shareholders entitled to attend andvote at the meeting constitute a quorum. **8.9** **Chair**   The following individual is entitled to preside as chair at a meeting of shareholders: (a) the chair of the board, if any;  (b) if the chair of the board is absent or unwilling to act as chair of themeeting, the president, if any.

 

- 7 -**8.10** **Alternate chair**   At any meeting of shareholders, the directors present must choose one of their number to bechair of the meeting if: (a) there is no chair of the board or president present within 15minutes after the time set for holding the meeting; (b) the chair of the board and thepresident are unwilling to act as chair of the meeting; or (c) if the chair of the board andthe president have advised the secretary, if any, or any director present at the meeting,that they will not be present at the meeting. If, in any of the foregoing circumstances,all of the directors present decline to accept the position of chair or fail to choose oneof their number to be chair of the meeting, or if no director is present, the shareholderspresent in person or by proxy must choose any person present at the meeting to chair themeeting. **8.11** **Adjournments**   The chair of a meeting of shareholders may, and if so directed by the meeting must, adjournthe meeting from time to time and from place to place, but no business may be transacted atany adjourned meeting other than the business left unfinished at the meeting from which theadjournment took place. **8.12** **Notice of adjourned meeting**   It is not necessary to give any notice of an adjourned meeting or of the business to betransacted at an adjourned meeting of shareholders except that, when a meeting is adjournedfor 30 days or more, notice of the adjourned meeting must be given as in the case of theoriginal meeting. **8.13** **Motion need not be seconded**   No motion proposed at a meeting of shareholders need be seconded unless the chair of themeeting rules otherwise, and the chair of any meeting of shareholders is entitled to proposeor second a motion. **8.14** **Manner of taking a poll**   Subject to Article 8.15, if a poll is duly demanded at a meeting of shareholders: (a) the poll must be taken (i) at the meeting, or within seven days after the date of themeeting, as the chair of the meeting directs, and  (ii) in the manner, at the time and at the place that the chair ofthe meeting directs; (b) the result of the poll is deemed to be a resolution of, and passed at, themeeting at which the poll is demanded; and  (c) the demand for the poll may be withdrawn.**8.15** **Demand for a poll on adjournment**   A poll demanded at a meeting of shareholders on a question of adjournment must be takenimmediately at the meeting, **8.16** **Demand for a poll not to prevent continuation of meeting**   The demand for a poll at a meeting of shareholders does not, unless the chair of the meetingso rules, prevent the continuation of a meeting for the transaction of any business otherthan the question on which a poll has been demanded. **8.17** **Poll not available in respect of election of chair**   No poll may be demanded in respect of the vote by which a chair of a meeting of shareholdersis elected. **8.18** **Casting of votes on poll**   On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way. **8.19** **Chair must resolve dispute**   In the case of any dispute as to the admission or rejection of a vote given on a poll, thechair of the meeting must determine the same, and his or her determination made in goodfaith is final and conclusive.

 

- 8 -**8.20** **Chair has second vote**   In case of an equality of votes, the chair of a meeting of shareholders will, either on ashow of hands or on a poll, have a casting or second vote in addition to the vote or votesto which the chair may be entitled as a shareholder. **8.21** **Declaration of result**   The chair of a meeting of shareholders must declare to the meeting the decision on everyquestion in accordance with the result of the show of hands or the poll, as the case may be,and that decision must be entered in the minutes of the meeting. **8.22** **Meetings by telephone or other communications medium**   A shareholder or proxy holder who is entitled to participate in a meeting of shareholdersmay do so in person, or by telephone or other communications medium, if all shareholders andproxy holders participating in the meeting are able to communicate with each other;provided, however, that nothing in this Section shall obligate the Company to take anyaction or provide any facility to permit or facilitate the use of any communications mediumat a meeting of shareholders. If one or more shareholders or proxy holders participate in ameeting a shareholders in a manner contemplated by this Article; (a) each such shareholder or proxy holder shall be deemed to be present at themeeting; and  (b) the meeting shall be deemed to be held at the location specified in the noticeof the meeting.**PART 9 – VOTES OF SHAREHOLDERS****9.1** **Voting rights**   Subject to any special rights or restrictions attached to any shares and to the restrictionsimposed on joint registered holders of shares under Article 9.3: (a) on a vote by show of hands, every person present who is a shareholder or proxyholder and entitled to vote at the meeting has one vote; and  (b) on a poll, every shareholder entitled to vote has one vote in respect of eachshare held by that shareholder that carries the right to vote on that poll and mayexercise that vote either in person or by proxy.**9.2** **Trustee of shareholder may vote**   A person who is not a shareholder may vote on a resolution at a meeting of shareholders,whether on a show of hands or on a poll, and may appoint a proxy holder to act at themeeting in relation to that resolution, if, before doing so, the person satisfies the chairof the meeting at which the resolution is to be considered, or satisfies all of thedirectors present at the meeting, that the person is a trustee for a shareholder who isentitled to vote on the resolution. **9.3** **Votes by joint shareholders**   If there are joint shareholders registered in respect of any share: (a) any one of the joint shareholders, but not both or all, may vote at anymeeting, either personally or by proxy, in respect of the share as if that jointshareholder were solely entitled to it; or  (b) if more than one of the joint shareholders is present at any meeting,personally or by proxy, the joint shareholder present whose name stands first on thecentral securities register in respect of the share is alone entitled to vote inrespect of that share.**9.4** **Trustees as joint shareholders**   Two or more trustees of a shareholder in whose sole name any share is registered are, forthe purposes of Article 9.3, deemed to be joint shareholders.
 

 
 - 9 -**9.5** **Representative of a corporate shareholder**   If a corporation that is not a subsidiary of the Company is a shareholder, that corporationmay appoint a person to act as its representative at any meeting of shareholders of theCompany, and: (a) for that purpose, the instrument appointing a representative must (i) be received at the registered office of the Company or at anyother place specified, in the notice calling the meeting, for the receipt ofproxies, at least two business days before the day set for the holding of themeeting, or  (ii) be provided, at the meeting, to the chair of the meeting, and (b) if a representative is appointed under this Article 9.5: (i) the representative is entitled to exercise in respect of and atthat meeting the same rights on behalf of the corporation that therepresentative represents as that corporation could exercise if it were ashareholder who is an individual, including, without limitation, the right toappoint a proxy holder, and  (ii) the representative, if present at the meeting, is to be countedfor the purpose of forming a quorum and is deemed to be a shareholder presentin person at the meeting.**9.6** **Validity of proxy votes**   A vote given in accordance with the terms of a proxy is valid despite the death orincapacity of the shareholder giving the proxy and despite the revocation of the proxy orthe revocation of the authority under which the proxy is given, unless notice in writing ofthat death, incapacity or revocation is received: (a) at the registered office of the Company, at any time up to and including thelast business day before the day set for the holding of the meeting at which the proxyis to be used; or  (b) by the chair of the meeting, before the vote is taken.**9.7** **Production of evidence of authority to vote**   The chair of any meeting of shareholders may, but need not, inquire into the authority ofany person to vote at the meeting and may, but need not, demand from that person productionof evidence as to the existence of the authority to vote.**PART 10 – DIRECTORS****10.1** **Number of directors**   The number of directors, excluding additional directors appointed under Article 11.8, is setat: (a) if the Company is a public company, the greater of three and the number mostrecently established: (i) by ordinary resolution (whether or not previous notice of theresolution was given), and  (ii) under Article 11.4; or (b) if the Company is not a public company, the number most recently established: (i) by ordinary resolution (whether or not previous notice of theresolution was given), and  (ii) under Article 11.4.**10.2** **Change in number of directors**   If the number of directors is set under Articles 10.1(a)(i) or 10.1(b)(i): (a) the shareholders may elect or appoint the directors needed to fill anyvacancies in the board of directors up to that number; and
 

 
 - 10 - (b) if, contemporaneously with setting that number, the shareholders do not elector appoint the directors needed to fill vacancies in the board of directors up to thatnumber, then the directors may appoint, or the shareholders may elect or appoint,directors to fill those vacancies.**10.3** **Directors’ acts valid despite vacancy**   An act or proceeding of the directors is not invalid merely because fewer directors havebeen appointed or elected than the number of directors set or otherwise required under theseArticles. **10.4** **Qualifications of directors**   A director is not required to hold a share in the capital of the Company as qualificationfor his or her office but must be qualified as required by the *Business Corporations Act*tobecome, act or continue to act as a director. **10.5** **Remuneration of directors**   The directors are entitled to the remuneration, if any, for acting as directors as thedirectors may from time to time determine. If the directors so decide, the remuneration ofthe directors will be determined by the shareholders. That remuneration may be in additionto any salary or other remuneration paid to a director in such director’s capacity as anofficer or employee of the Company. **10.6** **Reimbursement of expenses of directors**   The Company must reimburse each director for the reasonable expenses that he or she mayincur in and about the business of the Company. **10.7** **Special remuneration for directors**   If any director performs any professional or other services for the Company that in theopinion of the directors are outside the ordinary duties of a director, or if any directoris otherwise specially occupied in or about the Company’s business, he or she may be paidremuneration fixed by the directors and such remuneration may be either in addition to, orin substitution for, any other remuneration that he or she may be entitled to receive. **10.8** **Gratuity, pension or allowance on retirement of director**   Unless otherwise determined by ordinary resolution, the directors on behalf of the Companymay pay a gratuity or pension or allowance on retirement to any director who has held anysalaried office or place of profit with the Company or to his or her spouse or dependantsand may make contributions to any fund and pay premiums for the purchase or provision of anysuch gratuity, pension or allowance.**PART 11 – ELECTION AND REMOVAL OF DIRECTORS****11.1** **Election and term of directors**   The directors shall be divided into three classes: Class I, Class II and Class III, as equalin number as possible. At the first annual general meeting of the Company under the*Business Corporations Act*, Class III directors shall be elected to hold office for a threeyear term. At the second annual general meeting of the Company under the *BusinessCorporations Act*, Class I directors shall be elected to hold office for a three year term.At the third annual general meeting of the Company under the *Business Corporations Act*,Class II directors shall be elected to hold office for a three year term. At each annualgeneral meeting, the successors to the class of directors whose terms then expire shall beidentified as being of the same class of directors they succeed and shall be elected to holdoffice for a three year term expiring at the third succeeding annual general meeting. Asuccessor director who replaces a director who resigned before the expiration of his or herterm shall be appointed or elected for the remaining term of such resigned director. Whenthe number of directors has changed, any newly created directorship or any decrease indirectorships shall be apportioned among the classes by the directors as to make all classesas equal in number as possible. **11.2** **Consent to be a director**   No election, appointment or designation of an individual as a director is valid unless:
 

 
 - 11 - (a) that individual consents to be a director in the manner provided for in the*Business Corporations Act*; or  (b) that individual is elected or appointed at a meeting at which the individual ispresent and the individual does not refuse, at the meeting, to be a director.**11.3** **Failure to elect or appoint directors**   If: (a) the Company fails to hold an annual general meeting, and all the shareholderswho are entitled to vote at an annual general meeting fail to pass the unanimousresolution contemplated by Article 7.3, on or before the date by which the annualgeneral meeting is required to be held under the *Business Corporations Act*; or  (b) the shareholders fail, at the annual general meeting or in the unanimousresolution contemplated by Article 7.3, to elect or appoint any directors;then each director in office at such time continues to hold office until the earlier of: (c) the date on which his or her successor is elected or appointed; and  (d) the date on which he or she otherwise ceases to hold office under the *BusinessCorporations Act*or these Articles.**11.4** **Places of retiring directors not filled**   If, at any meeting of shareholders at which there should be an election of directors, theplaces of any of the retiring directors are not filled by that election, those retiringdirectors who are not re-elected and who are asked by the newly elected directors tocontinue in office will, if willing to do so, continue in office to fill the vacancies inthe number of directors set pursuant to these Articles until further new directors areelected at a meeting of shareholders convened for that purpose. If any such election orcontinuance of directors does not result in the election or continuance of the number ofdirectors set pursuant to these Articles, the number of directors of the Company is deemedto be set at the number of directors actually elected or continued in office. **11.5** **Directors may fill casual vacancies**   Any casual vacancy occurring in the board of directors may be filled by the directors. **11.6** **Remaining directors’ power to act**   The directors may act notwithstanding any vacancy in the board of directors, but if theCompany has fewer directors in office than the number set pursuant to these Articles as thequorum of directors, the directors may only act for the purpose of appointing directors upto that number or for the purpose of summoning a meeting of shareholders to fill anyvacancies on the board of directors or for any other purpose permitted by the *BusinessCorporations Act*. **11.7** **Shareholders may fill vacancies**   If the Company has no directors or fewer directors in office than the number set pursuant tothese Articles as the quorum of directors, the shareholders may elect or appoint directorsto fill any vacancies on the board of directors. **11.8** **Additional directors**   Notwithstanding Articles 10.1 and 10.2, between annual general meetings or unanimousresolutions contemplated by Article 7.3, the directors may, subject to compliance withArticle 11.1 appoint one or more additional directors, but the number of additionaldirectors appointed under this Article 11.8 must not at any time exceed: (a) one-third of the number of first directors, if, at the time of theappointments, one or more of the first directors have not yet completed their firstterm of office; or
 

 
 - 12 - (b) in any other case, one-third of the number of the current directors who wereelected or appointed as directors other than under this Article 11.8.**11.9** **Ceasing to be a director**   A director ceases to be a director when: (a) the term of office of the director expires;  (b) the director dies;  (c) the director resigns as a director by notice in writing provided to the Companyor a lawyer for the Company; or  (d) the director is removed from office pursuant to Articles 11.10 or 11.11.**11.10** **Removal of director by shareholders**   The shareholders may, by special resolution, remove any director before the expiration ofhis or her term of office, and may, by ordinary resolution, elect or appoint a director tofill the resulting vacancy. If the shareholders do not contemporaneously elect or appoint adirector to fill the vacancy created by the removal of a director, then the directors mayappoint, or the shareholders may elect or appoint by ordinary resolution, a director to fillthat vacancy. **11.11** **Removal of director by directors**   The directors may remove any director before the expiration of his or her term of office ifthe director is convicted of an indictable offence, or if the director ceases to bequalified to act as a director of a company and does not promptly resign, and the directorsmay appoint a director to fill the resulting vacancy.**PART 12 – PROCEEDINGS OF DIRECTORS****12.1** **Meetings of directors**   The directors may meet together for the conduct of business, adjourn and otherwise regulatetheir meetings as they think fit, and meetings of the board held at regular intervals may beheld at the place, at the time and on the notice, if any, that the board may by resolutionfrom time to time determine. **12.2** **Chair of meetings**   Meetings of directors are to be chaired by: (a) the chair of the board, if any;  (b) in the absence of the chair of the board, the president, if any, if thepresident is a director; or  (c) any other director chosen by the directors if: (i) neither the chair of the board nor the president, if adirector, is present at the meeting within 15 minutes after the time set forholding the meeting,  (ii) neither the chair of the board nor the president, if adirector, is willing to chair the meeting, or  (iii) the chair of the board and the president, if a director, haveadvised the secretary, if any, or any other director, that they will not bepresent at the meeting.**12.3** **Voting at meetings**   Questions arising at any meeting of directors are to be decided by a majority of votes and,in the case of an equality of votes, the chair of the meeting shall have a second or castingvote in addition to the vote to which he may be entitled as a director **12.4** **Meetings by telephone or other communications medium**   A director may participate in a meeting of the directors or of any committee of thedirectors in person, or by telephone or other communications medium, if all directorsparticipating in the meeting are able to
 

 
 - 13 -communicate with each other. A director may participate in a meeting of the directors or ofany committee of the directors by a communications medium other than telephone if alldirectors participating in the meeting, whether in person or by telephone or othercommunications medium, are able to communicate with each other and if all directors who wishto participate in the meeting agree to such participation. A director who participates in ameeting in a manner contemplated by this Article 12.4 is deemed for all purposes of the*Business Corporations Act*and these Articles to be present at the meeting and to have agreedto participate in that manner**.****12.5** **Who may call extraordinary meetings**   A director may call a meeting of the board at any time. The secretary, if any, must onrequest of a director , call a meeting of the board. **12.6** **Notice of extraordinary meetings**   Subject to Articles 12.7 and 12.8, if a meeting of the board is called under Article 12.4,reasonable notice of that meeting, specifying the place, date and time of that meeting, mustbe given to each of the directors: (a) by mail addressed to the director’s address as it appears on the books of theCompany or to any other address provided to the Company by the director for thispurpose;  (b) by leaving it at the director’s prescribed address or at any other addressprovided to the Company by the director for this purpose; or  (c) orally, by delivery of written notice or by telephone, voice mail, e-mail, faxor any other method of legibly transmitting messages.**12.7** **When notice not required**   It is not necessary to give notice of a meeting of the directors to a director if: (a) the meeting is to be held immediately following a meeting of shareholders atwhich that director was elected or appointed or is the meeting of the directors atwhich that director is appointed; or  (b) the director has filed a waiver under Article 12.9.**12.8** **Meeting valid despite failure to give notice**   The accidental omission to give notice of any meeting of directors to any director, or thenon-receipt of any notice by any director, does not invalidate any proceedings at thatmeeting. **12.9** **Waiver of notice of meetings**   Any director may file with the Company a document signed by the director waiving notice ofany past, present or future meeting of the directors and may at any time withdraw thatwaiver with respect to meetings of the directors held after that withdrawal. **12.10** **Effect of waiver**   After a director files a waiver under Article 12.9 with respect to future meetings of thedirectors, and until that waiver is withdrawn, notice of any meeting of the directors neednot be given to that director unless the director otherwise requires in writing to theCompany. **12.11** **Quorum**   The quorum necessary for the transaction of the business of the directors may be set by thedirectors and, if not so set, is a majority of the directors. **12.12** **If only one director**   If there is only one director, the quorum necessary for the transaction of the business ofthe directors is one director, and that director may constitute a meeting.
 

 
 - 14 -**PART 13 – COMMITTEES OF DIRECTORS****13.1** **Appointment of committees**   The directors may, by resolution: (a) appoint one or more committees consisting of the director or directors thatthey consider appropriate;  (b) delegate to a committee appointed under paragraph (a) any of the directors’powers, except: (i) the power to fill vacancies in the board,  (ii) the power to change the membership of, or fill vacancies in,any committee of the board, and  (iii) the power to appoint or remove officers appointed by theboard, and (c) make any delegation referred to in paragraph (b) subject to the conditions setout in the resolution.**13.2** **Obligations of committee**   Any committee formed under Article 13.1, in the exercise of the powers delegated to it,must: (a) conform to any rules that may from time to time be imposed on it by thedirectors; and  (b) report every act or thing done in exercise of those powers to the earliestmeeting of the directors to be held after the act or thing has been done.**13.3** **Powers of board**   The board may, at any time: (a) revoke the authority given to a committee, or override a decision made by acommittee, except as to acts done before such revocation or overriding;  (b) terminate the appointment of, or change the membership of, a committee; and  (c) fill vacancies in a committee.**13.4** **Committee meetings**   Subject to Article 13.2(a): (a) the members of a directors’ committee may meet and adjourn as they thinkproper;  (b) a directors’ committee may elect a chair of its meetings but, if no chair ofthe meeting is elected, or if at any meeting the chair of the meeting is not presentwithin 15 minutes after the time set for holding the meeting, the directors present whoare members of the committee may choose one of their number to chair the meeting;  (c) a majority of the members of a directors’ committee constitutes a quorum of thecommittee; and  (d) questions arising at any meeting of a directors’ committee are determined by amajority of votes of the members present, and in case of an equality of votes, thechair of the meeting has no second or casting vote.**PART 14 – OFFICERS****14.1** **Appointment of officers**   The board may, from time to time, appoint a president, secretary or any other officers thatit considers necessary, and none of the individuals appointed as officers need be a memberof the board. **14.2** **Functions, duties and powers of officers**   The board may, for each officer: (a) determine the functions and duties the officer is to perform;
 

 
 - 15 - (b) entrust to and confer on the officer any of the powers exercisable by thedirectors on such terms and conditions and with such restrictions as the directorsthink fit; and  (c) from time to time revoke, withdraw, alter or vary all or any of the functions,duties and powers of the officer.**14.3** **Remuneration**   All appointments of officers are to be made on the terms and conditions and at theremuneration (whether by way of salary, fee, commission, participation in profits orotherwise) that the board thinks fit and are subject to termination at the pleasure of theboard.**PART 15 – CERTAIN PERMITTED ACTIVITIES OF DIRECTORS****15.1** **Other office of director**   A director may hold any office or place of profit with the Company (other than the office ofauditor of the Company) in addition to his or her office of director for the period and onthe terms (as to remuneration or otherwise) that the directors may determine. **15.2** **No disqualification**   No director or intended director is disqualified by his or her office from contracting withthe Company either with regard to the holding of any office or place of profit the directorholds with the Company or as vendor, purchaser or otherwise. **15.3** **Professional services by director or officer**   Subject to compliance with the provisions of the *Business Corporations Act*, a director orofficer of the Company, or any corporation or firm in which that individual has an interest,may act in a professional capacity for the Company, except as auditor of the Company, andthe director or officer or such corporation or firm is entitled to remuneration forprofessional services as if that individual were not a director or officer. **15.4** **Remuneration and benefits received from certain entities**   A director or officer may be or become a director, officer or employee of, or may otherwisebe or become interested in, any corporation, firm or entity in which the Company may beinterested as a shareholder or otherwise, and, subject to compliance with the provisions ofthe *Business Corporations Act*, the director or officer is not accountable to the Company forany remuneration or other benefits received by him or her as director, officer or employeeof, or from his or her interest in, such other corporation, firm or entity.**PART 16 – INDEMNIFICATION****16.1** **Indemnification of directors**   The directors must cause the Company to indemnify its directors and former directors, andtheir respective heirs and personal or other legal representatives to the greatest extentpermitted by Division 5 of Part 5 of the *Business Corporations Act*. **16.2** **Deemed contract**   Each director is deemed to have contracted with the Company on the terms of the indemnityreferred to in Article 16.1.**PART 17 – AUDITOR****17.1** **Remuneration of an auditor**   The directors may set the remuneration of the auditor of the Company.
 

 
 - 16 -**17.2** **Waiver of appointment of an auditor**   The Company shall not be required to appoint an auditor if all of the shareholders of theCompany, whether or not their shares otherwise carry the right to vote, resolve by aunanimous resolution to waive the appointment of an auditor. Such waiver may be givenbefore, on or after the date on which an auditor is required to be appointed under the*Business Corporations Act*, and is effective for one financial year only.**PART 18 – DIVIDENDS****18.1** **Declaration of dividends**   Subject to the rights, if any, of shareholders holding shares with special rights as todividends, the directors may from time to time declare and authorize payment of anydividends the directors consider appropriate. **18.2** **No notice required**   The directors need not give notice to any shareholder of any declaration under Article 18.1. **18.3** **Directors may determine when dividend payable**   Any dividend declared by the directors may be made payable on such date as is fixed by the directors. **18.4** **Dividends to be paid in accordance with number of shares**   Subject to the rights of shareholders, if any, holding shares with special rights as todividends, all dividends on shares of any class or series of shares must be declared andpaid according to the number of such shares held. **18.5** **Manner of paying dividend**   A resolution declaring a dividend may direct payment of the dividend wholly or partly by thedistribution of specific assets or of paid up shares or fractional shares, bonds, debenturesor other debt obligations of the Company, or in any one or more of those ways, and, if anydifficulty arises in regard to the distribution, the directors may settle the difficulty asthey consider expedient, and, in particular, may set the value for distribution of specificassets. **18.6** **Dividend bears no interest**   No dividend bears interest against the Company. **18.7** **Fractional dividends**   If a dividend to which a shareholder is entitled includes a fraction of the smallestmonetary unit of the currency of the dividend, that fraction may be disregarded in makingpayment of the dividend and that payment represents full payment of the dividend. **18.8** **Payment of dividends**   Any dividend or other distribution payable in cash in respect of shares may be paid bycheque, made payable to the order of the person to whom it is sent, and mailed: (a) subject to paragraphs (b) and (c), to the address of the shareholder;  (b) subject to paragraph (c), in the case of joint shareholders, to the address ofthe joint shareholder whose name stands first on the central securities register inrespect of the shares; or  (c) to the person and to the address as the shareholder or joint shareholders maydirect in writing.**18.9** **Receipt by joint shareholders**   If several persons are joint shareholders of any share, any one of them may give aneffective receipt for any dividend, bonus or other money payable in respect of the share.
 

 
 - 17 -**PART 19 – ACCOUNTING RECORDS****19.1** **Recording of financial affairs**   The board must cause adequate accounting records to be kept to record properly the financialaffairs and condition of the Company and to comply with the provisions of the *BusinessCorporations Act*.**PART 20 – EXECUTION OF INSTRUMENTS UNDER SEAL****20.1** **Who may attest seal**   The Company’s seal, if any, must not be impressed on any record except when that impressionis attested by the signature or signatures of: (a) any 2 directors;  (b) any officer, together with any director;  (c) if the Company has only one director, that director; or  (d) any one or more directors or officers or persons as may be determined byresolution of the directors.**20.2** **Sealing copies**   For the purpose of certifying under seal a true copy of any resolution or other document,the seal must be impressed on that copy and, despite Article 20.1, may be attested by thesignature of any director or officer.**PART 21 – NOTICES****21.1** **Method of giving notice**   Unless the *Business Corporations Act*or these Articles provides otherwise, a notice,statement, report or other record required or permitted by the *Business Corporations Act*orthese Articles to be sent by or to a person may be sent by any one of the following methods: (a) mail addressed to the person at the applicable address for that person asfollows: (i) for a record mailed to a shareholder, the shareholder’sregistered address,  (ii) for a record mailed to a director or officer, the prescribedaddress for mailing shown for the director or officer in the records kept bythe Company or the mailing address provided by the recipient for the sending ofthat record or records of that class,  (iii) in any other case, the mailing address of the intendedrecipient; (b) delivery at the applicable address for that person as follows, addressed to theperson: (i) for a record delivered to a shareholder, the shareholder’sregistered address,  (ii) for a record delivered to a director or officer, the prescribedaddress for delivery shown for the director or officer in the records kept bythe Company or the delivery address provided by the recipient for the sendingof that record or records of that class,  (iii) in any other case, the delivery address of the intendedrecipient; (c) sending the record by fax to the fax number provided by the intended recipientfor the sending of that record or records of that class;  (d) sending the record by email to the email address provided by the intendedrecipient for the sending of that record or records of that class; or  (e) physical delivery to the intended recipient.
 

 
 - 18 -**21.2** **Deemed receipt of mailing**   A record that is mailed to a person by ordinary mail to the applicable address for thatperson referred to in Article 21.1 is deemed to be received by the person to whom it wasmailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. **21.3** **Certificate of sending**   A certificate signed by the secretary, if any, or other officer of the Company or of anyother corporation acting in that behalf for the Company stating that a notice, statement,report or other record was addressed as required by Article 21.1, prepaid and mailed orotherwise sent as permitted by Article 21.1 is conclusive evidence of that fact. **21.4** **Notice to joint shareholders**   A notice, statement, report or other record may be provided by the Company to the jointshareholders of a share by providing the notice to the joint shareholder first named in thecentral securities register in respect of the share. **21.5** **Notice to trustees**   A notice, statement, report or other record may be provided by the Company to the personsentitled to a share in consequence of the death, bankruptcy or incapacity of a shareholderby: (a) mailing the record, addressed to them: (i) by name, by the title of the legal personal representative ofthe deceased or incapacitated shareholder, by the title of trustee of thebankrupt shareholder or by any similar description, and  (ii) at the address, if any, supplied to the Company for thatpurpose by the persons claiming to be so entitled; or (b) if an address referred to in Article 21.5(a)(ii) has not been supplied to theCompany, by giving the notice in a manner in which it might have been given if thedeath, bankruptcy or incapacity had not occurred.**PART 22 – SPECIAL RIGHTS AND RESTRICTIONS****22.1** **Common shares**   Each Common share shall entitle the holder thereof to notice of and to attend and to castone (1) vote for each matter to be decided at a general meeting of the Company. **22.2** **Class A Preference shares issuable in series**   The Class A Preference shares may include one or more series and, subject to the *BusinessCorporations Act*, the directors may, by resolution, if none of the shares of any particularseries are issued, alter the Articles of the Company and authorize the alteration of theNotice of Articles of the Company, as the case may be, to do one or more of the following: (a) determine the maximum number of shares of that series that the Company isauthorized to issue, determine that there is no such maximum number, or alter any suchdetermination;  (b) create an identifying name for the shares of that series, or alter any suchidentifying name; and  (c) attach special rights or restrictions to the shares of that series, or alterany such special rights or restrictions.
 

 
 - 19 -**22.3** **Dissolution or winding up**   The holders of Class A Preference shares shall be entitled, on the liquidation ordissolution of the Company, whether voluntary or involuntary, or on any other distributionof its assets among its shareholders for the purpose of winding up its affairs, to receive,before any distribution is made to the holders of Common shares or any other shares of theCompany ranking junior to the Class A Preference shares with respect to the repayment ofcapital on the liquidation or dissolution of the Company, whether voluntary or involuntary,or on any other distribution of its assets among its shareholders for the purpose of windingup its affairs, the amount paid up with respect to each Class A Preference share held bythem, together with the fixed premium (if any) thereon, all accrued and unpaid cumulativedividends (if any and if preferential) thereon, which for such purpose shall be calculatedas if such dividends were accruing on a day-to-day basis up to the date of suchdistribution, whether or not earned or declared, and all declared and unpaid non-cumulativedividends (if any and if preferential) thereon. After payment to the holders of the Class APreference shares of the amounts so payable to them, they shall not, as such, be entitled toshare in any further distribution of the property or assets of the Company, except asspecifically provided in the special rights and restrictions attached to any particularseries. **22.4** **Class A Preference shares do not confer right to receive notice of, attend or vote at generalmeetings**   Except as may be set out in the rights and restrictions to any series of Class A Preferenceshares, holders of Class A Preference shares shall not be entitled, as such, to receivenotice of, or to attend or vote at, any general meeting of shareholders of the Company.**PART 23 – ALTERATION TO ARTICLES****23.1** **Authority to Alter Articles**   The directors may, by resolution, alter any part of these Articles unless the *BusinessCorporations Act*requires that such resolution be approved by the shareholders of theCompany, then such alteration must be approved by the type of resolution specified in the*Business Corporations Act*. **23.2** **Alteration of Authorized Share Structure**   Without limiting the generality of Article 23.1, the Company may by resolution of thedirectors: (a) create one or more classes or series of shares;  (b) if none of the shares of a class or series of shares are allotted or issued,eliminate any class or series of shares;  (c) increase, reduce or eliminate the maximum number of shares that the Company isauthorized to issue out of any class or series of shares;  (d) establish a maximum number of shares that the Company is authorized to issueout of any class or series of shares for which no maximum is established;  (e) if the Company is authorized to issue shares of a class of shares with parvalue: (i) decrease the par value of those shares; or  (ii) if none of the shares of that class of shares are allotted orissued, increase the par value of those shares; (f) change all or any of its unissued, or fully paid issued, shares with a parvalue into shares without par value or any of its unissued shares without par valueinto shares with par value;
 

 
 - 20 - (g) consolidate all or any of its unissued, or fully paid issued, shares with parvalue into shares of larger par value;  (h) consolidate all or any of its unissued, or fully paid issued, shares withoutpar value;  (i) subdivide all or any of its unissued, or fully paid issued, shares with parvalue into shares of smaller par value;  (j) subdivide all or any of its unissued, or fully paid issued, shares without parvalue;  (k) alter the identifying name of any of its shares; or  (l) otherwise alter its shares or authorized share structure when required orpermitted to do so by the *Business Corporations Act*.**23.3** **Change of Name**   Without limiting the generality of Article 23.1, the Company may by resolution of thedirectors authorize an alteration to its Notice of Articles in order to change its name oradopt or change any translation of that name.