CONSTITUTION

OF

DRAFT LIMITED
 CONTENTS

1. DEFINITIONS & INTERPRETATION

1.1 Definitions
1.2 Interpretation
1.3 Constitution to prevail

2. ISSUE, CONSOLIDATION AND SUBDIVISION OF SHARES

2.1 Board may issue Shares
2.2 Offer to Shareholders
2.3 Consolidation and subdivision of Shares
2.4 Bonus issues
2.5 Shares in lieu of dividends
2.6 Fractional entitlements

3. RIGHTS ATTACHING TO SHARES

3.1 Classes of Shares

4. ALTERATION OF SHAREHOLDER RIGHTS

4.1 Special Resolution required
4.2 Meetings of Interest Groups
4.3 Issue of further shares

5. ACQUISITION OF COMPANY’S OWN SHARES

5.1 Company may purchase Shares

6. SHARE CERTIFICATES
6.1 Issue of Share Certificates
6.2 Replacement Share Certificates

7. EQUITABLE INTERESTS IN SHARES

7.1 No notice of trusts
7.2 No recognition of equitable interests

8. CALLS ON SHARES
8.1 Board may make calls
8.2 Time of call
8.3 Fixed instalments deemed calls
8.4 Notice of call
8.5 Differential calls
8.6 Manner of payment
8.7 Joint Shareholders
8.8 Default interest
8.9 Proceedings for recovery of call
8.10 Payment in advance of calls

9. FORFEITURE OF SHARES
9.1 Notice requiring payment of call
9.2 Contents of notice
9.3 Forfeiture for non-payment
9.4 Notice of forfeiture
9.5 Cancellation of forfeiture
9.6 Effect of forfeiture

10. LIEN ON SHARES

10.1 Lien on Shares
10.2 Waiver of lien

11. SALE OF SHARES SUBJECT TO FORFEITURE OR LIEN

11.1 Company may sell Shares
11.2 Proceeds of sale
11.3 Evidence
11.4 Sale procedure

12. TRANSFER OF SHARES

12.1 Power to transfer
12.2 Form of transfer
12.3 Delivery to Company
12.4 Board may refuse to register
12.5 When transfer effective
12.6 Company to retain transfer
12.7 Multiple registers

13. PRE-EMPTIVE RIGHTS

13.1 Definitions
13.2 Transfer notice
13.3 Company appointed agent for sale
13.4 No obligation to sell part
13.5 Offer to Shareholders
13.6 Determination of Fair Value
13.7 Revocation by transferor
13.8 Revocation by transferee
13.9 Obligation to transfer
13.10 Company may effect transfer
13.11 Transferor may sell to non-Shareholders
13.12 Transfer with Shareholder approval

14. TRANSMISSION OF SHARES

14.1 Transmission on death of Shareholder
14.2 Rights of Personal Representatives
14.3 Transfer of Shares by Personal Representatives
14.4 Joint Personal Representatives

15. EXERCISE OF POWERS OF SHAREHOLDERS

15.1 Alternative forms of meeting
15.2 Exercise of power by meeting or written resolution
15.3 Powers exercisable by Ordinary Resolution

16. MEETINGS OF SHAREHOLDERS

16.1 Annual meetings
16.2 Time and place of annual meeting
16.3 Resolution in lieu of annual meeting
16.4 Special meetings
16.5 Calling of special meetings

17. NOTICE OF MEETINGS OF SHAREHOLDERS

17.1 Written notice
17.2 Contents of notice
17.3 Waiver of notice irregularity
17.4 Accidental omission of notice
17.5 Notice of adjourned meeting

18. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

18.1 Requirement for quorum
18.2 Quorum
18.3 Lack of quorum
18.4 Regulation of procedure
18.5 Adjournment of meeting

19. CHAIRPERSON OF MEETINGS OF SHAREHOLDERS

19.1 Chairperson
19.2 Directors may appoint chairperson

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19.3 Shareholders may appoint chairperson

20. VOTING AT MEETINGS OF SHAREHOLDERS

20.1 Voting at meeting
20.2 Voting at audio/visual meeting
20.3 Entitlement to vote
20.4 Number of votes
20.5 Declaration by chairperson
20.6 Chairperson’s casting vote
20.7 Joint Shareholders

21. POLLS
21.1 Right to demand poll
21.2 When poll may be demanded
21.3 Poll procedure
21.4 When poll taken
21.5 Votes

22. PROXIES
22.1 Right to appoint
22.2 Notice of appointment
22.3 Production of notice
22.4 Validity of proxy vote

23. CORPORATE REPRESENTATIVE

23.1 Appointment of representative

24. SHAREHOLDER PROPOSALS AND MANAGEMENT REVIEW

24.1 Shareholder proposals
24.2 Management review by Shareholders

25. APPOINTMENT AND REMOVAL OF DIRECTORS

25.1 Number of Directors
25.2 Appointment
25.3 Existing Directors to continue
25.4 Removal
25.5 Alternate Directors
25.6 Notice of appointment and removal
25.7 Appointment of managing director
25.8 Vacation of office

26. REMUNERATION AND OTHER BENEFITS OF DIRECTORS

26.1 Power to authorise

27. INDEMNITY AND INSURANCE

27.1 Indemnity of Directors
27.2 Other indemnities
27.3 Exceptions
27.4 Insurance
27.5 Definitions

28. POWERS OF DIRECTORS

28.1 Management of Company
28.2 Exercise of powers by Board
28.3 Exercise of powers by Shareholders
28.4 Delegation of powers
28.5 Appointment of attorney
28.6 Ratification by Shareholders
28.7 Change of name of Company

29. INTERESTS OF DIRECTORS

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29.1 Disclosure of interests
29.2 Personal involvement of Directors
29.3 Interested Directors may vote, etc.
29.4 Wholly-owned subsidiary

30. PROCEEDINGS OF DIRECTORS

30.1 Third schedule of Act not to apply
30.2 Alternative forms of meeting
30.3 Procedure
30.4 Notice of meeting
30.5 Director may convene meeting
30.6 Waiver of notice irregularity
30.7 Quorum
30.8 Chairperson
30.9 Voting
30.10 Written resolution
30.11 Committees
30.12 Validity of actions
30.13 Minutes

31. METHOD OF CONTRACTING

31.1 Deeds
31.2 Other written contracts
31.3 Other obligations

32. DISTRIBUTIONS
32.1 Power to authorise
32.2 Form of Distribution
32.3 Entitlement to dividends
32.4 Deduction of money
32.5 Method of payment
32.6 No interest on Distributions

33. INSPECTION OF RECORDS

33.1 Inspection by Directors
33.2 Inspection by Shareholders

34. NOTICES
34.1 Reports, etc. to Shareholders
34.2 Accidental omissions
34.3 Joint Shareholders
34.4 Shareholder deceased or bankrupt
34.5 Waiver by Shareholders

35. LIQUIDATION
35.1 Distribution of assets

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CONSTITUTION

OF

DRAFT LIMITED

1. DEFINITION AND INTERPRETATION

1.1 Definitions: In this Constitution, unless the context otherwise requires:

“Act” means the Companies Act 1997.

“Board” means:
(a) Directors who number not less than the required quorum, acting together as a board of Directors;
or
(b) where the Company has only one Director, that Director.

“Class” means a class of shares having attached to them identical rights, privileges, limitations and
conditions.

“Company” means DRAFT Limited.

“Constitution” means this constitution, as altered from time to time.

“Director” means a person appointed as a Director of the Company in accordance with this
Constitution.

“Distribution” means:
(a) the direct or indirect transfer of money or property, other than the company’s own Shares, to or
for the benefit of a Shareholder; or
(b) the incurring of a debt to or for the benefit of a Shareholder,
in relation to Shares held by that Shareholder, and whether by means of a purchase of property, the
redemption or other acquisition of Shares, a distribution of indebtedness or by some other means.

“Interest Group” in relation to any action or proposal affecting rights attached to Shares, means a
group of Shareholders:
(a) whose affected rights are identical; and
(b) whose rights are affected by the action or proposal in the same way; and
(c) who comprise the holders of one or more Classes of Shares in the company, except where action
is taken in relation to some holders of Shares in a Class and not others, or a proposal expressly
distinguishes between some holders of Shares in a Class and other holders of shares in that Class,
in which case the holders of shares of shares in that the same Class may fall into two or more
interest groups.

“Interested” in relation to a Director, has the meaning set out in section 117 of the Act.

“month” means calendar month.

“Ordinary Resolution” means a resolution that is approved by a simple majority of the votes of those
Shareholders entitled to vote and voting on the question.

“Personal Representative” in relation to a person means the executor, administrator, or trustee of the
estate of that person.
:

(a) in relation to any other individual Shareholder, a person appointed or deemed to have been
appointed to administer property under the Protection of Personal and Property Rights Act 1998,
a manager appointed or deemed to have been appointed thereunder, and a donee of an enduring
power of attorney complying with that Act.

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“Records” means the documents required to be kept by the Company under section 164(1) of the Act.

“Representative” means:
(a) a person appointed as a proxy under section 22;
(b) a Personal Representative; or
(c) a representative appointed by a corporation under clause 23.1.

“Share” means a share issued, or to be issued, by the Company, as the case may require.

“Shareholder” means:
(a) a person whose name is entered in the Share Register as the holder for the time being of one or
more Shares in the company; or
(b) until the person’s name is entered in the Share Register, a person named as a Shareholder in an
application for the registration of the Company at the time of registration of the Company; and or
(c) until the person’s name is entered in the Share Register, a person who is entitled to have that
person’s name entered in the Share Register as a Shareholder under a registered amalgamation
proposal as a shareholder in respect of which the Company is the in an amalgamated company.

“Share Register” means the share register for the Company kept in accordance with sections 67 and 68
of the Act.

“Special Resolution” means a resolution approved by a majority of 75 per cent or more of the votes of
those Shareholders entitled to vote and voting on the question.

“Working Day” means a day of the week other than Saturday, Sunday or a declared public holiday. has
the meaning set out in section 2 of the Act.

1.2 Interpretation: In this constitution, unless the context otherwise requires:

(a) the table of contents, headings and descriptions relating to sections of the Act, are inserted for
convenience only and shall be ignored in construing this Constitution:
(b) the singular includes the plural and vice versa;
(c) reference to any legislation or to any provision of any legislation (including regulations and
orders) includes,
(i) that legislation or provision as from time to time amended, re-enacted or substituted;
(ii) any statutory instruments, regulations, rules and orders issued under that legislation or
provision;
(d) “written” and “in writing” includes any means of reproducing words, figures and symbols in a
tangible and visible form;
(e) words and expressions defined or explained in the Act have the same meaning in this
Constitution;
(f) words and expressions cognate with words or expressions defined in this constitution have
meanings corresponding to those of the defined words and expressions;
(g) references to clauses and sections (other than sections of the Act) are references to clauses and
sections in this Constitution, unless stated otherwise.

1.3 Constitution to prevail: If there is any conflict between:

(a) a provision in this Constitution and a provision in the Act which is expressly permitted to be
altered by this Constitution; or
(b) a word or expression defined or explained in the Act and a word or expression defined or
explained in this Constitution,
the provision, word or expression in this Constitution prevails.

2. ISSUE, CONSOLIDATION AND SUBDIVISION OF SHARES

2.1 Board may issue Shares and other securities: Subject to clause 2.2, the Board may with the approval
of Shareholders by Special Resolution issue Shares, securities that are convertible into or exchangeable
for Shares, or options to acquire Shares, to any person and in any number it thinks fit.

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2.2 Offer to Shareholders: Subject to the provisions of the resolution of Shareholders authorising the issue
of Shares, new Shares must be offered to all Shareholder in proportion to the number of existing Shares
held by them. The offer must be made by written notice to each Shareholder stating:
(a) the number of Shares to which that Shareholder is entitled;
(b) the consideration for which the Shares will be issued and the terms on which they will be issued;
(c) the time (not being less than 14 days nor more than 28 days) within which the offer, if not
accepted, will be deemed to be declined;
(d) that any shareholder who wishes to acquire Shares in excess of that Shareholder’s entitlement
must, when accepting the offer, state the number of excess Shares which that Shareholder wishes
to acquire;
(e) that any unclaimed Shares will be used for satisfying the request for excess shares, upon the
basis that the unclaimed Shares will be allocated to the Shareholders requesting excess Shares in
proportion to their existing shareholdings in the company, but no share holder will be allocated
more excess Shares than the number which that Shareholder has requested; and
(f) that if, thereafter, any Shares remain unallocated, the Board may offer them to any person whom
the Board is prepared to register as a Shareholder provided that the consideration and terms of
issue are no more advantageous to that person than those offered to the Shareholders.
In this clause, references to “Shares” include securities that are convertible into or exchangeable for
Shares and options to acquire Shares, and references to “Shareholder’’ or “Shareholders” include the
holder or holders of any other securities of the company who are entitled by the terms of issue of such
securities to participate in the issue of Shares.

2.3 Consolidation and subdivision of Shares: The Board may with the approval of Shareholders by
Special Resolution:
(a) consolidate and divide the Shares or any Class; and
(b) subdivide the Shares or any Class,
in each case in proportion to those Shares or the Shares in that class, as the case may be.

2.4 Bonus issues: The Board may with the approval of Shareholders by Special Resolution resolve to
apply any amount which is available for Distribution either:
(a) in paying up in full Shares or other securities of the Company to be issued credited as fully paid
to:
(i) the Shareholders who would be entitled to that amount if it were distributed by way
of dividend, and in the same proportions; and
(ii) if applicable, the holders of any other securities of that Company who are entitled
by the terms of issue of such securities to participate in bonus issues by the
Company, whether at the time the bonus issue is made to the Shareholders, or at
some later time, in accordance with their respective entitlements; or
(b) in paying up any amount which is unpaid on any Shares held by the Shareholders referred to in
subclause (a)(i):
or partly in one way and partly in the other.

2.5 Shares in lieu of dividends: The Board may with the approval of Shareholders by Special
Resolution exercise the right conferred by section 52 54of the Act to issue Shares to any Shareholders
who have agreed to accept the issue of Shares, wholly or partly, in lieu of proposed dividends or
proposed future dividends.

2.6 Fractional entitlements: The Board may, in exercising any powers pursuant to this section, deal
with fractional entitlements to Shares or other securities in such manner as the Board considers
equitable and in the interests of the Company.

3. RIGHTS ATTACHING TO SHARES

3.1 Classes of Shares: Without prejudice any special rights previously conferred on any Shareholders or
any Class and without limiting the Classes which may be issued by the Company, any Share may be
issued upon the basis that such Share:
(a) confers preferential rights to distributions of capital or income;
(b) confers special, limited or conditional voting rights;
(c) does not confer voting rights; or
(d) is redeemable in accordance with terms of issue that are incorporated in this Constitution.

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4. ALTERATION OF SHAREHOLDER RIGHTS

4.1 Special Resolution required: Any action affecting the rights, privileges, limitations or conditions
attached to any Shares by this Constitution or the Act must be approved by Special Resolution of each
Interest Group.

4.2 Meetings of Interest Groups: The provisions of this Constitution relating to meetings of Shareholders
shall apply to separate meetings of the Shareholders in each Interest Group except that the necessary
quorum shall be two persons holding or representing the holders of not less than one third of the Shares
of the relevant Interest Group. Any Shareholder in the Interest Group present in person or by
Representative may demand a poll.

4.3 Issue of further Shares: The issue of further Shares ranking equally with existing Shares, whether as to
voting rights, Distributions or otherwise, is deemed not to be an action affecting the right attaching to
the existing Shares of that Class.

5. ACQUISITION OF COMPANY’S OWN SHARES

5.1 Company may purchase Shares: The Company may purchase or otherwise acquire Shares from one or
more Shareholders in accordance with the provisions of the Act and may, subject to any requirements or
restrictions imposed by law, hold any Shares so purchased or acquired.

6. SHARE CERTIFICATES

6.1 Issue of Share certificates: The Company may issue Share certificates in respect of all or any Shares
and must, within one month after the issue or registration of a transfer of shares20 Working Days after
receiving an application by a Shareholder, send to that Shareholder a Share certificate, in accordance
with section 75 of the Act.

6.2 Replacement Share certificates: The Company:

(a) may issue a duplicate replacement certificate for any Share certificate that is worn out or
defaced; and
(b) shall issue a duplicate replacement Share certificate for one that has been lost or destroyed,
subject to satisfactory proof of that fact, payment of the reasonable expenses of the Company and, if so
required by the Board, and appropriate indemnity being given to the Company in accordance with
section 76 of the Act.

7. EQUITABLE INTEREST IN SHARES

7.1 No notice of trusts: No notice of trust, whether express, implied, or constructive, may be entered on
the Share Register.

7.2 No recognition of equitable interests: Except as required by law, no person shall be recognised by the
Company as holding any Share upon trust and the Company shall not be bound by, nor be compelled
to recognise (even after notice), any equitable, contingent, future or partial interest in any Share, or
any interest in any fraction or part of a Share or (except as provided by this Constitution or by law) any
other rights in respect of any Share, except an absolute right of the registered holder to the entire
Share.

8. CALLS ON SHARES

8.1 Board may make calls: The Board may, from time to time, make such calls as it thinks fit upon the
Shareholders in respect of any amounts unpaid on any Shares held by them which are not made
payable at fixed times by the terms of issue of those Shares. A call may be made payable by
instalments. The Board may revoke or postpone any call.

8.2 Time of call: A call is deemed to be made at the time when the resolution of the Board making the
call is passed.

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8.3 Fixed instalments deemed calls: An amount which, by the terms of issue of a Share, is payable on
allotment or at a fixed date is deemed for the purposes of this Constitution to be a call duly made and
payable on the date on which the amount is payable.

8.4 Notice of call: At least 14 days’ notice of any call shall be given to the holder of the Share in respect
of which the call is made, specifying the time and place of payment.

8.5 Differential calls: The Board may, on the issue of Shares, differentiate between the Shareholders as to
the amounts to be paid in respect of the Shares and the times of payment of such amounts.

8.6 Manner of payment: A Shareholder by whom a call is payable shall pay the amount of the call to the
Company at the time and place specified by the Board.

8.7 Joint Shareholders: Joint Shareholders are jointly and severally liable to pay all calls in respect of
Shares registered in their names.

8.8 Default interest: If a call in respect of a Share is not paid on or before the due date, the Shareholder
by whom the call is payable shall pay interest on the call from the due date to the date of actual
payment at such rate as the Board may reasonably determine, unless the Board waives payment of
interest wholly or in part.

8.9 Proceedings for recovery of call: In any proceedings for recovery of a call:
(a) it is sufficient to prove that:
(i) the name of the relevant Shareholder is entered in the Share Register as the holder,or
one of the holders, of the Shares to which the call relates; and
(ii) except in relation to any amount which, by the terms of issue of a Share, is payable on
allotment or at a fixed date, the resolution making the call is entered in the Records
and notice of the call has been duly given;
and proof of the matters mentioned in this clause is conclusive evidence of the debt; and
(b) it is not necessary to prove the appointment or qualification of any member of the Board which
made the call nor any other matter.

8.10 Payment in advance of calls: The Company may receive from any Shareholder in advance any amount
uncalled and unpaid upon any Shares held by that Shareholder and may, until the date on which the
amount becomes payable pursuant to a call, pay interest on the amount at such rate as the Board and the
Shareholder agree.

9. FORFEITURE OF SHARES

9.1 Notice requiring payment of call: If a Shareholder fails to pay any call or instalment of a call on the
due date, the Company may at any time thereafter by written notice to that Shareholder require payment
of the amount unpaid together with any accrued interest and all expenses incurred by the Company by
reason of such non-payment.

9.2 Contents of notice: The notice shall specify a further date (not earlier than 14 days after the date of
service of notice) on or before which the payment is to be made, and shall state that, if payment is not
name by the specified date, the Share in respect of which the call or instalment of a call is due, is liable
to be forfeited.

9.3 Forfeiture for non-payment: If payment is not made by the date specified in the notice then, at any
time thereafter before the payment required by the notice has been made, any Share in respect of which
the notice has been given may be forfeited by a resolution of the Board to that effect. The forfeiture
shall include all dividends declared in respect of the forfeited Share and not paid before the forfeiture.

9.4 Notice of forfeiture: When a Share has been forfeited, the Company shall give notice of the resolution
to the Shareholder in whose name the Share stood immediately prior to the forfeiture, and shall enter in
the Share Register details of the forfeiture.

9.5 Cancellation of forfeiture: A forfeiture may be cancelled at any time before the sale of the forfeited
Share, on such terms as the Board thinks fit.

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9.6 Effect of forfeiture: The holder of a Share which has been forfeited ceases to be a Shareholder in
respect of the forfeited Share, but remains liable to the Company for all money payable in respect of the
forfeited Share.

10. LIEN ON SHARES

10.1 Lien on Shares: The Company has a first and paramount lien upon each Share, the proceeds of sale of
the Share, and all Distributions made in respect of the Share, for:

(a) all unpaid calls owing in respect of the Share and interest thereon (if any);

(b) any amount which the Company may be called upon to pay under any legislation in respect of the
Share, whether or not the due date for payment thereof has arrived; and

(c) all liabilities and obligations of the Shareholder to the Company, whether solely or jointly
with any other person, whether incurred or arising before or after notice to the Company of
any equitable interest in any person other than the Shareholder, and whether or not the date
for payment, fulfilment or discharge thereof has arrived.

10.2 Waiver of lien: Unless otherwise agreed between the Company and the relevant Shareholder, the
registration of a transfer of a Share shall operate as a waiver of any lien which the Company may
have on that Share, except as provided in clause 14.2.

11. SALE OF SHARES SUBJECT TO FORFEITURE OF LIEN

11.1 Company may sell Shares: The Company may sell any forfeited Share. O or any Share on which the
Company has a lien, in such manner as the Board thinks fit, but the Company shall not sell any Shares:
(a) unless the amount in respect of which a lien exists is due and payable;
(b) until the expiry of 114 days after written notice demanding payment of the amount has been
given to the person entitled to receive notice of meetings of Shareholders in respect of the
Shares; and
(c) unless, before exercising the power of sale, the Board first offers the Shares for sale to the
holders of the remaining Shares in the Company in the manner set out clauses 2.2 and 2.6.

11.2 Proceeds of sale: The net proceeds (after deduction of any expenses) of the sale of the sale of a
forfeited Share or of any Share or of any Share sold for the purpose of enforcing a lien shall be applied
in or towards satisfaction of any unpaid calls, interest or other amount in respect of which any lien exists
(as the case may require). The residue, if any, shall be paid to the holder of the share at the time of its
forfeiture or,in the case of a Share sold for the purpose of enforcing a lien, the holder immediately prior
to the sale or, if applicable in either case, to the Personal Representative of the holder.

11.3 Evidence: A certificate by a Director that any power of sale has arisen and is exercisable by the
Company under this Constitution, or that a Share has been forfeited on the date stated in the certificate,
shall be conclusive evidence of those facts.

11.4 Sale procedure: For giving effect to any sale after forfeiture of any Share or for enforcing a lien over
any Share, the Board may authorise any person to transfer any Share to the purchaser. The purchaser
shall be registered as the holder of the Share and shall not be bound to see to the application of the
purchase money, and the title of the purchaser shall not be affected by any irregularity or invalidity in
relation to the sale. The remedy of any person having a cause of action in relation to thelase sale is in
damages only and solely against the Company.

12. TRANSFER OF SHARES

12.1 Power to transfer: Subject to any restrictions contained in this Constitution, a Shareholder or Personal
Representative may transfer any Share by an instrument of transfer complying with this Constitution.

12.2 Form of transfer: Any Share may be transferred by an instrument of transfer complying with the
Act. Every other instrument of transfer shall:
(a) be in any usual or common form or any other form which the Board may approve;

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(b) be executed by or on behalf of the transferor; and
(c) if registration as holder of the Share imposes a liability to the Company on the transferee,be
signed by the transferee.

12.3 Delivery to Company: All instrument of transfer, together with the Share certificate (if any) relating to
the Shares to be transferred, shall be delivered to the Company or to the agent of the Company who
maintains the Share Register and the transferee shall provide such evidence as the Board or the agent
reasonably requires to prove the title of the transferor to, or right of the transferor to transfer, the Shares.

12.4 Board may refuse to register: Subject to section 6584 of the Act (which imposes certain procedural
requirements on a board), the Board may refuse to register a transfer of any Share if:
(a) the Company has a lien on the Share;
(b) the Share is not fully paid up;
(c) the instrument of transfer is not accompanied by the relevant Share certificate (if any) and
such other evidence as the Board reasonably requires to prove the title of the transferor to
Oor right of the transferor to transfer, the Share;
(d) the Board has notice of any agreement by the Shareholder to transfer only to some specified
person or subject to some specified condition;
(e) the Board, in its absolute discretion, believes that registration of the transfer would not be in
the best interests of the Company; or
(f) the transferor has not complied with the provisions of section 13;
provided that the Board resolves to exercise its power under this clause within 30 Working Days after
receipt of the relevant transfer and notice of the resolution is sent to the transferor and to the transferee
within five Working Days of the resolution being passed by the Board.

12.5 When transfer effective: A transferor of a Share is deemed to remain the holder of the Share until
the name of the transferee is entered in the Share Register in respect of the Share.

12.6 Company to retain transfer: If the Company registers a transfer it shall retain the instrument of
transfer.

12.7 Multiple registers: The Share Register may, by resolution of the Board, be divided into two or more
registers, which may be kept in different places.

13. PRE-EMPTIVE RIGHTS

13.1 Definitions: In this section and section 14:

“Fair Value” means the value of Specified Shares determined in accordance with the provisions of this
section.

“Notice of Dispute’’ means a written notice given by a Transferee to the Company requiring the Fair
Value of Specified Shares to be determined.

“Specified Amount” means the amount which the Transferor specifies in the Transfer Notice as the
price at which the Specified Shares are offered for sale.

“Transfer Notice” means a written notice, signed by a Shareholder or Personal Representative (as the
case may be), offering to sell the Shares specified in the notice.

“Transferee” means any person who has accepted an offer to sell Specified Shares pursuant to the
provisions of this section.

“Transferor” means a person who has given a Transfer Notice in accordance with the provisions of
this section.

13.2 Transfer notice: Every Shareholder or Personal Representative who wishes to sell, transfer or
otherwise dispose of the legal or beneficial interest in any Shares (other than pursuant to clause 5.1)
shall give a Transfer Notice in respect of those Shares to the Company. A Transfer Notice is not
revocable by the Transferor without the approval of the Board.

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13.3 Company appointed agent for sale: A Transfer Notice constitutes the Company the agent of the
Transferor for the sale of the Specified Shares in accordance with this section.

13.4 No obligation to sell part: A Transfer Notice does not operate as a separate Transfer Notice in
respect of each of the Specified Shares and notwithstanding any other provision of this section the
Transferor is not obliged to sell or transfer less than all of the Specified Shares.

13.5 Offer to Shareholders: Subject to the provisions of this section, and unless otherwise approved by
the Shareholders by Special Resolution, a Transfer Notice shall be dealt with as follows:
(a) Upon receipt of the Transfer Notice the Company shall promptly give written notice to
Shareholders offering the Specified Shares in accordance with the provisions of this clause.
(b) The Specified Shares shall be offered first to the holders of the remaining Shares as nearly as
possible in proportion to the number of Shares held by each of them. The offer shall be made
by written notice to each of those Shareholders stating:
(i) the number of Shares to which that Shareholder is entitled;
(ii) the Specified Amount;
(iii) the time (not being less than 14 days nor more than 28 days) within which the offer, if not
accepted, will be deemed to be declined;
(iv) that any Shareholder who wishes to purchase Shares in excess of that person’s entitlement
must, when accepting the offer, state the number of excess Shares which that person wishes to
purchase; and
(v) that any Shareholder who does not accept that the Specified Amount represents the value of
the Specified Shares and requires the Fair Value to be determined must, when accepting the
offer, give a Notice of Dispute to the Company.
(c) If all Shareholders do not claim their full entitlements, the unclaimed Shares must be used for
satisfying the requests for excess Shares. If there are insufficient unclaimed Shares to satisfy
such requests, the unclaimed Shares shall be allocated to the Shareholders requesting excess
Shares in proportion to their existing shareholdings in the Company, but no Shareholder shall
be allocated more excess Shares than the number which that Shareholder has requested.
(d) If thereafter any Specified Shares remain unallocated, the Company may offer those Shares to
any person whom the Board is prepared to register as a Shareholder.

13.6 Determination of Fair Value: If a Transferee gives a Notice of Dispute, the Company shall give a
copy to the Transferor. The Fair Value shall be determined by the arbitration of a single arbitrator if the
Transferor and the Transferee agree upon a single arbitrator or otherwise of two arbitrators, one to be
appointed by Transferor and one by the Transferee or, if they are unable to agree, of an umpire to be
appointed by the arbitrators prior to commencing the arbitration. The arbitration shall be conducted
under the provisions of the Arbitration Act Chapter 46 1996. One half of the costs of the arbitration
shall be borne by the Transferor and the other half by the Transferee (equally between them, if more
than one Transferee has given a Notice of Dispute), unless the arbitrator or umpire determines
otherwise. The Company shall promptly give a copy of the arbitration award to the Transferor and the
relevant Transferee.

13.7 Revocation by Transferor: If a Notice of Dispute is given in respect of any Specified Shares and the
Fair Value is less than the Specified Amount the Transferor may, within 14 days after receiving written
notice of the Fair Value, revoke the Transfer Notice by written notice to the Company, in which event
the Transferor shall bear all the costs of determining the Fair Value under clause 13.6 notwithstanding
the provisions of any award pursuant to the arbitration thereunder. If that Transferor does not give such
a notice, the Transfer Notice shall remain in full force and effect..

13.8 Revocation by Transferee: If a Transferee has given a Notice of Dispute and the Fair Value is
greater than the Specified Amount, that Transferee may, within 14 days after receiving written notice
of the Fair Value, by written notice to the Company revoke that Transferee’s agreement to purchase
the relevant Specified Shares, in which event that Transferee shall bear all costs of determining the
Fair Value under clause 13.6 notwithstanding the provisions of any award pursuant to the arbitration
thereunder. If that Transferee does not give such a notice, that Transferee’s agreement to purchase the
relevant Specified Shares shall remain in full force and effect.

13.9 Obligation to transfer: If the Company finds a Transferee or f Transferees in respect of all of the
specified Shares within two months after receipt of a Transfer Notice the Company shall promptly

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give notice of that fact to the Transferor and Transferee of Transferees, and except as provided in
clauses 13.7 and 13.8, and subject to clauses 12.4:
(a) each Transferee is bound to purchase the Shares which that Transferee has agreed to
purchase:
(i) at the Specified Amount, in respect of Shares purchased by each Transferee who has
not given a Notice of Dispute as provided in this section; and
(ii) at the lesser of the Specified Amount and the Fair Value, in respect of Shares
purchased by each Transferee who has given a Notice of Dispute;
(b) the Transferor is bound to transfer the Specified Shares to the Transferee or Transferees upon
payment of the amount payable by the relevant Transferee under sub-clause (a) subject to
deduction and payment to the Company of any amount to which the Company is entitled
pursuant to any lien on the Shares.

13.10 Company may effect transfer: If a Transferor defaults in transferring any Specified Shares in
accordance with clause 13.9 the Company may execute a transfer of the Specified Shares on behalf of
the Transferor, receive the purchase price and, subject to section 12, enter the name of the Transferee
or the Transferees in the Share Register as the holder of the Specified Shares. Subject to deduction of
any amount to which the Company is entitled pursuant to any lien on the Shares, the Company shall
hold the purchase price in trust for the Transferor. The receipt of the Company shall constitute a valid
discharge for the purchase price and no question shall be raised as to the title of a Transferee to
Specified Shares after entry of the name of the Transferee in the Share Register as the holder of those
Shares.

13.11 Transferor may sell to non-Shareholders: If the Company does not within two months after
receipt of a Transfer Notice find one or more Transferees who agree to purchase all of the Specified
Shares and who complete the purchase thereof in months thereafter, sell, transfer or otherwise
dispose of all the Specified Shares or the beneficial interest therein (but not a portion only) to any
person at a price not lower than the Specified Amount and on terms no more advantageous to the
purchaser than those offered to the other Shareholders, and the preceding provisions of this section
shall not apply.

13.12 Transfer with Shareholder approval: The preceding provisions of this section do not apply to a
transfer of Shares to any person if the holder or the holders of not less than 75 per cent of the Shares in
the Company consent in writing to the transfer, and Board shall register such transfer.

14. TRANSMISSION OF SHARES

14.1 Transmission on death of Shareholder: If a Shareholder dies the survivor, if the deceased was a
joint Shareholder, or the Personal Representative, shall be the only persons recognised by the
Company as having any title to or interest in the Shares of the deceased Shareholder, but nothing in
this clause shall release the estate of a deceased joint Shareholder from any liability in respect of any
Share, or constitute a release of any lien which the Company may have in respect of any Share.

14.2 Rights of Personal Representatives: A Personal Representative of a Shareholder:

(a) is entitled to exercise all rights (including without limitation the rights to receive
Distributions, to attend meetings and vote in person or by Representative), and is subject to
all limitations, attached to the Shares held by that Shareholder; and
(b) is entitled to be registered as holder of those Shares, but such registration shall not operate as
a release of any rights (including any lien) to which the Company was entitled prior to
registration of the Personal Representative pursuant to this subclause.

14.3 Transfer of Shares by Personal Representative: If the Shares of a deceased Shareholder are not
transferred pursuant to clause 13.10. The Personal Representative of a deceased Shareholder must,
not later than six months after the death of the Shareholder, give a Transfer Notice in respect of all the
Shares held by the deceased Shareholder and all the provisions of section 13 shall apply accordingly.
If the Personal Representative fails to do so then, at the expiration of six month period, the Personal
Representative shall be deemed to have given a Transfer Notice, and specified the Fair value as the
Specified Amount, in respect of all Shares held by the deceased Shareholder, unless the requirements
of this clause have previously been waived by written notice to the Company signed by the holder of
holders of all not less than 75 per cent of the Shares in the Company.

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14.4 Joint Personal Representatives: Where a Share is subject to the control of two or more persons as
Personal Representatives, they shall, for the purposes of this Constitution, be deemed to be joint
holders of the Share.

15. EXERCISE OF POWERS OF SHAREHOLDERS

15.1 Alternative forms of meeting: A meeting of Shareholders may be held either:

(a) by a number of Shareholders, who constitute a quorum, being assembled together at the
place, date and time appointed for the meeting; or
(b) if determined by the Board, by means of audio, or audio and visual, communication by which
all Shareholders participating and constituting a quorum, can simultaneously hear each other
throughout the meeting.

15.2 Exercise of power by meeting or written resolution: A power reserved to the Shareholders by the
Act or by this Constitution may be exercised either:
(a) at a meeting of Shareholders; or
(b) by a resolution in writing signed in accordance with section122 103 of the Act.

15.3 Powers exercisable by Ordinary Resolution: Unless otherwise specified in the Act or this
constitution, a power or right of approval reserved to Shareholders may be exercised by Ordinary
Resolution.

16. MEETINGS OF SHAREHOLDERS

16.1 Annual meetings: Subject to clause 16.3, the Company shall hold an annual meeting in each calendar
year in addition to any other meetings in that year not later than:
(a) 6 months after the balance date of the Company; and
(b) 15 months after the previous annual meeting.

16.2 Time and place of annual meeting: Each annual meeting shall be held at such time and place as the
Board appoints.

16.3 Resolution in lieu of annual meeting: It is not necessary for the Company to hold an annual meeting in
any calendar year if everything required to be done at the meeting (by resolution or otherwise) is done
by resolution in writing signed in accordance with section122 103 of the Act.

16.4 Special meetings: All meetings other than annual meetings shall be called special meetings.

16.5 Calling of special meetings: A special meeting:

(a) may be called by the Board at any time;
(b) shall be called by the Board on the written request of Shareholders holding Shares carrying
together not less than 5 per cent of the voting rights entitled to be exercised on any of the
questions to be considered at the meeting.

17. NOTICE OF MEETINGS OF SHAREHOLDERS

17.1 Written notice: Written notice of the time and place of a meeting of Shareholders shall be sent to
every Shareholder entitled to receive notice of the meeting and to every Director, and to the auditor (if
any) of the Company, not less than 10 Working Days 14 days before the date on which the meeting is
to be held, but with the consent of all Shareholders entitled to attend and vote at a meeting, it may be
convened by such shorter notice and in such manner as those Shareholders agree.

17.2 Contents of notice: A notice of meeting shall state:

(a) the nature of the business to be transacted at the meeting in sufficient detail to enable a
Shareholder to form a reasoned judgment in relation to it; and
(b) the text of any Special Resolution to be submitted to the meeting.

17.3 Waiver of notice irregularity: An irregularity in a notice of a meeting is waived if all the
Shareholders entitled to attend and vote at the meeting attend the meeting without protest as to the
irregularity, or if all such Shareholders agree to the waiver.

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17.4 Accidental omission of notice: The accidental omission to give notice of a meeting to, or the failure
to receive notice of a meeting by, any person, does not invalidate the proceedings at that meeting.

17.5 Notice of adjourned meeting: If a meeting of Shareholders is adjourned for less than 30 days one
month it is not necessary to give notice of the time and place of the adjourned meeting other than by
announcement at the meeting which is adjourned. In any other case, notice of the adjourned meeting
shall be given in accordance with clause 17.1.

18. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

18.1 Requirement for quorum: Subject to clause 18.3, no business may be transacted at a meeting of
Shareholders if a quorum is not present.

18.2 Quorum: Subject to clause 18.3, a quorum for a meeting of Shareholders is a Shareholder or
Shareholders present in person or by Representative and holding, or representing the holder or holders
of not less than 75 per cent of the Shares in the Company.

18.3 Lack of quorum: If a quorum is not present within 30 minutes after the time appointed for the
meeting:
(a) in the case of a meeting called by the Board on the written request of Shareholders entitled to
exercise that right, the meeting is dissolved;
(b) in the case of any other meeting, the meeting is adjourned to the same day in the following
week at the same time and place, or to such other date, time and place as the Board may
appoint and, if at the adjourned meeting a quorum is not present within 30 minutes after the
time appointed for the meeting, the Shareholders or their Representatives present are a
quorum.

18.4 Regulation of procedure: Subject to the provisions of the Act, and except as provided in this
Constitution, a meeting of Shareholders may regulate its own procedure.

18.5 Adjournment of meeting: The Chairperson may, with the consent of a meeting at which a quorum is
present (and shall, if so directed by the meeting), adjourn the meeting from time to time and from
place to place, but no business may be transacted at an adjourned meeting other than the business left
unfinished at the relevant meeting.

19. CHAIRPERSON OF MEETINGS OF SHAREHOLDERS

19.1 Chairperson: If the Directors have elected a chairperson of the Board, and he or she is present at a
meeting of Shareholders, he or she shall chair the meeting, unless or except to the extent that the
chairperson considers it not proper or desirable to act as chairperson, either in relation to the entire
meeting or in relation to any particular business to be considered at the meeting.

19.2 Director may appoint chairperson: If no chairperson of the Board has been elected or if, at any
meeting of Shareholders, the chairperson of the Board is not present within 15 minutes after the time
appointed for the commencement of the meeting, or considers it not proper or desirable to act as
chairperson, either in relation to the entire meeting or in relation to any particular business to be
considered at the meeting, the Directors present may elect one of their number to chair the meeting or
that part of the meeting which relates to the particular business, as the case may require.

19.3 Shareholders may appoint chairperson: If at any meeting of Shareholders no Director is willing to
act as chairperson or no Director is present within 15 minutes after the time appointed for the
commencement of the meeting, the Shareholders present may choose one of their number to chair the
meeting.

20. VOTING AT MEETINGS OF SHAREHOLDERS

20.1 Voting at one place: In the case of a meeting of Shareholders held under clause15.1(a), unless a poll is
demanded in accordance with clause 21.1, the chairperson of the meeting shall determine whether
voting will be by voice or by show of hands.

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20.2 Voting at audio/visual meeting: In the case of a meeting of Shareholders held under clause 15.1(a),
unless a poll is demanded in accordance with clause 21.1, voting at the meeting shall be by the
Shareholders signifying individually their assent or dissent by voice.

20.3 Entitlement to vote: A Shareholder may exercise the right to vote either in person or by
Representative.

20.4 Number of votes: Subject to clause 20.8 and to any rights or restrictions for the time being attached to
any Class of Shares:
(a) where voting is by show of hands or by voice every Shareholder present in person or by
Representative has one vote;
(b) on a poll every Shareholder present in person or by Representative has one vote in respect of
each Share held by that Shareholder.

20.5 Declaration by the chairperson: A declaration by the chairperson of a meeting that a resolution is
carried by the requisite majority is conclusive evidence of that fact unless a poll is demanded in
accordance with clause 21.1.

20.6 Chairperson’s casting vote: The chairperson of a meeting of Shareholders is not entitled to a casting
vote.

20.7 Joint Shareholders: Where two or more persons are registered as joint Shareholders, the vote of the
person named first in the Share Register and voting on a matter must be accepted to the exclusion of
the votes of the other joint holders.

20.8 No vote when amount owing on Share: A Shareholder is not entitled to vote at any meeting of
Shareholders (including a meeting of an Interest Group) in respect of any Share if any amount is due
and payable on that Share by the Shareholder to the Company.

21. POLLS

21.1 Right to demand poll: At a meeting of Shareholders a poll may be demanded by:
(a) the chairperson; or
(b) not less than five Shareholders having the right to vote at the meeting; or
(c) a Shareholder or Shareholders representing not less than 10 per cent of the total voting rights
of all Shareholders having the right to vote at the meeting; or
(d) a Shareholder or Shareholders holding Shares that confer a right to vote at the meeting and on
which the aggregate amount paid up is not less than 10 per cent of the total amount paid up
on all Shares that confer that right.

21.2 When poll may be demanded: A poll may be demanded either before or after the vote is taken on a
resolution. The demand for a poll may be withdrawn.

21.3 Poll procedure: A poll shall be taken in such manner as the chairperson directs and the result of a
poll is deemed to be a resolution of the meeting at which the poll is demanded.

21.4 When poll taken: A poll demanded on the election of a chairperson of a meeting or on a question of
adjournment shall be taken immediately. A poll demanded on any other question shall be taken at
such time as the chairperson directs and any business, other than that upon which a poll is demanded,
may proceed pending the taking of the poll.

21.5 Votes: On a poll:

(a) votes may be given either personally or by Representative;
(b) votes shall be counted according to the votes attached to the Shares of each Shareholder
present in person or by Representative and voting in respect of those shares;
(c) a Shareholder need not cast all the votes to which the Shareholder is entitled and need not
exercise in the same way all of the votes which the Shareholder casts.

22. PROXIES

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22.1 Right to appoint: A Shareholder may appoint a proxy to vote on behalf of the Shareholder at a
meeting of Shareholders. The proxy is entitled to attend and be heard at the meeting and to demand or
join in demanding a poll, as if the proxy were the Shareholder.

22.2 Notice of appointment: A proxy shall be appointed by written notice signed by the appointing
Shareholder and the notice shall state whether the appointment is for a particular meeting or for a
specified term not exceeding 12 months.

22.3 Production of notice: No appointment of a proxy is effective in relation to a meeting unless a copy of
the notice of appointment is produced not later than 48 hours before the start of the meeting.

22.4 Validity of proxy vote: A vote given in accordance with the terms of a notice of appointment of a
proxy is valid notwithstanding the previous death or mental disorder of the principal, the revocation of
the appointment or of the authority under which the notice of appointment was executed, or the
transfer of the Share in respect of which the proxy is appointed, if no written notification of such
death, mental disorder, revocation, or transfer is received by the Company at its registered office
before the commencement of the meeting or adjourned meeting for which the proxy is appointed.

23. CORPORATE REPRESENTATIVE

23.1 Appointment of representative: A corporation which is a Shareholder may appoint a person to

attend a meeting of Shareholders on its behalf in the same manner as that in which it could appoint a
proxy.

24. SHAREHOLDER PROPOSALS AND MANAGEMENT REVIEW

24.1 Shareholder proposals: A Shareholder may give written notice to the Board of a matter which the
Shareholder proposes to raise for discussion or resolution at the next meeting of Shareholders at which
the Shareholder is entitled to vote. The provisions of clause 8 9 of the first second schedule to the
Act apply to any notice given pursuant to this clause.

24.2 Management review by Shareholders: The chairperson of a meeting of Shareholders shall allow a
reasonable opportunity for Shareholders at the meeting to question, discuss, or comment on the
management of the Company. The Shareholders may pass a resolution relating to the management of
the Company at that meeting but the resolution will not be binding on the Board.

25. APPOINTMENT AND REMOVAL OF DIRECTORS

25.1 Number of Directors: The number of Directors shall not at any time be less than two.

25.2 Appointment: A person may be appointed as a Director at any time by Special Resolution. Two or
more persons may be appointed as Directors by a single resolution.

25.3 Existing Directors to continue: The persons holding office as Directors on the date of adoption of
this Constitution continue in office and are deemed to have been appointed pursuant to this
Constitution.

25.4 Removal: A Director may at any time be removed from office by Special Resolution.

25.5 Alternate Directors: Each Director shall have power from time to time by notice to the Company to
appoint any person who is not already a Director and who is approved by a majority of the other
Directors to act as an alternate Director in his or her place. The following provisions shall apply to an
alternate Director:
(a) The appointment may at any time be revoked by notice to the Company given by the
appointor and is automatically revoked when the appointor vacates office.
(b) The alternate Director is not entitled to any remuneration in his or her capacity as an alternate
Director additional to that of the Director in whose place he or she acts.
(c) Unless otherwise provided by the terms of the appointment, the alternate Director:
(i) has the same rights, powers and privileges (including, without limitation, the power
to sign resolutions of Directors, and the power to execute documents on behalf of the
Company, but excluding the power to appoint an alternate Director); and

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(ii) shall discharge all the duties and obligations;
of the Director in whose place he or she acts.

25.6 Notice of appointment and removal: Any notice to the Company pursuant to this section appointing
or removing a Director or alternate Director must:
(a) be signed, or purport to be signed, by the person exercising such right;
(b) in the case of joint Shareholders, be signed, or purport to be signed, by all of those
Shareholders;
(c) if given by a Shareholder which is a corporation, be signed, purport to be signed, on behalf of
the corporation by any Director or other person holding equivalent office; and
(d) be given to the Company by delivering the notice, or by sending the notice through the post
or by facsimile or other electronic means of communication, to its registered office;
and may be comprised in one or more separate notice, each signed or purporting to be signed by one
or more persons. A notice shall be effective from the time of receipt of the notice by the Company at
its registered office.

25.7 Appointment of managing director: The Board may from time to time appoint one or more
Directors to the office of managing director for such period, and on such terms, as the Board thinks fit
and, such to the terms of any agreement entered into in any particular case, may revoke such
appointment. A managing director shall be subject to the same provisions as to vacation of office as
apply to the other Directors and, if a managing director ceases for any reason to hold office as a
Director, he or shall immediately cease to hold the office of managing director.

25.1 Vacation of office: A Director ceases to be a Director if he or she:

(a) dies, or becomes of unsound mind mentally disordered or is convicted on indictment of any
offence in connection with any company. subject to a property order to personal order made
under the Protection of Personal and Property Rights Act 1988; or
(b) resigns by written notice delivered to the Company at its address for service or at its
registered office (such notice to be effective at the time when it is so received unless a later
time is specified in the notice); or
(c) becomes disqualified from being a Director pursuant to the Act; or
(d) is removed from office in accordance with clause 25.4; or
(e) becomes bankrupt or makes an arrangement or composition with his or her creditors
generally.

26. REMUNERATION AND OTHER BENEFITS OF DIRECTORS

26.1 Power to authorise: The Board may not exercise the power conferred by section 139 161 of the Act
to authorise any payment or other benefit of the kind referred to in that section to or in respect of a
Director in his or her capacity as such, without the prior approval of the Shareholders by Special
Resolution.

27. INDEMNITY AND INSURANCE

27.1 Indemnity of Directors: Subject to clause 27.3 every Director shall be indemnified by the Company:
(a) for any costs incurred by him or her in any proceeding that relates to liability for any act or
omission in his or her capacity as a Director or a director of a subsidiary of the Company and
in which judgment is given in his or her favour, or in which he or she is acquitted, or which is
discontinued; and
(b) in respect of liability to any person other than the Company or a related company for any act
or omission by him or her in his or her capacity as a Director or a director of a subsidiary of
the Company, and costs incurred by him or her in defending or settling any claim or
proceeding relating to any such liability.

27.3 Other indemnities: Subject to clause 27.3 the Company may, with the prior approval of the Board,
indemnify a director of a related company, or an employee of the Company or a related company:
(a) for any costs incurred by him or her in any proceeding that relates to liability for any act or
omission by him or her in such capacity and in which judgment is given in his or her favour,
or in which he or she is acquitted, or which is discontinued; and

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(b) in respect of liability to any person other than the Company or a related company for any act
or omission by him or her in such capacity, or costs incurred by him or her in defending or
settling any claim or proceeding relating to any such liability.

27.3 Exceptions: An indemnity conferred by clause 27.1(b), or given pursuant to clause 27.2(b), shall not
apply in respect of:
(a) any criminal liability; or
(b) in the case of an employee of the Company or a related company, any liability in respect of a
breach of any fiduciary duty owed to the Company or related company; or
(c) in the case of a Director or a director of a related company, any liability in respect of a breach
of the duty specified in section 112 131 of the Act.

27.4 Insurance: The Company may, with the prior approval of the Board, effect insurance for a Director
or employee of the Company or a director or employee of a related company, in respect of:
(a) liability, not being criminal liability, for any act or omission by him or her in such capacity;
or
(b) costs incurred by him or her in defending or settling any claim or proceeding relating to any
such liability; or
(c) costs incurred by him or her in defending any criminal proceedings in which he or she is
acquitted.

27.5 Definitions: In this section 27:

(a) “Director” includes a former Director and “director” includes a former director; and
(b) other words given extended meanings in section 107 162(9of the Act have those extended
meanings.

28. POWERS OF DIRECTORS

28.1 Management of Company: Except as provided in clause 28.3, the business and affairs of the
Company shall be managed by, or under the direction or supervision of, the Board.

28.2 Exercise of powers by Board: Subject to the provisions of clause 28.3, the Board may exercise all
the powers of the Company which are not required, either by the Act or this Constitution, to be
exercised by the Shareholders.

28.3 Exercise of powers by Shareholders: The Shareholders may at any time by Special Resolution
exercise any of the powers which would otherwise fall to be exercised by the Board, but the exercise
of any such power shall not invalidate any prior act of the Board which would have been valid if the
power had not been exercised by the Shareholders.

28.4 Delegation of powers: The Board may delegate to a committee of Directors, a Director, an employee
of the Company, or to any other person, any one or more of its powers, other than a power set out in
the second third schedule to the Act.

28.5 Appointment of attorney: The Company may exercise the power conferred by section 156 181of the
Act to appoint a person as its attorney, either generally or in relation to a specified matter. Any such
power of attorney may contain such provisions for the protection of persons dealing with the attorney
as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers,
authorities and discretions vested in the attorney.

28.6 Ratification by Shareholders: Subject to the provision of section 154 177 of the Act (relating to
ratification of Directors’ actions) the Shareholders, or any other person in whom a power is vested by
this Constitution or the Act, may ratify the purported exercise of that power by a Director or the Board
in the same manner as the power may be exercised. The purported exercise of a power that is ratified
under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

28.7 Change of name of Company: The Board shall not authorise a change of name of the Company
without the prior approval of Shareholders by Special Resolution.

29. INTERESTS OF DIRECTORS

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29.1 Disclosure of Interests: A Director shall comply with the provisions of section 118 140 of the Act
(relating to disclosure of interest of Directors) but failure to comply with that section does not affect
the operation of clause 29.2

29.2 Personal involvement of Directors: Notwithstanding any rule of law or equity to the contrary, but
subject to section 119 107(3) and 141 of the Act (relating to avoidance of transactions in which a
Director is interested) and section 193(2) 199(2of the Act (prohibiting a Director from acting as
auditor of a company), a Director may:
(a) contract with the Company in any capacity;
(b) be a party to any transaction with the Company;
(c) have any direct or indirect personal involvement or interest in any transaction or arrangement
to which the Company is a party or in which it is otherwise directly or indirectly interested or
involved;
(d) becomes a director or other officer of, or otherwise interested in, any corporation promoted
by the Company or in which the Company may be directly or indirectly interested as a
shareholder or otherwise; and
(e) retain any remuneration, profit or benefits in relation to any of the foregoing;

and no contract or arrangement of any kind referred to in this clause may be avoided by reason of a
Director’s Interest.

29.3 Interested Directors may vote, etc: A Director who is Interested in a transaction entered into, or to
be entered into, by the Company may:
(a) vote on any matter relating to the transaction:
(b) attend a meeting of the Board at which any matter relating to the transaction arises and be
included among the Directors present at the meeting for the purposes of a quorum
(c) sign a document relating to the transaction on behalf of the Company; and
(d) do any other thing in his or her capacity as a Director in relation to the transaction;
as if the Director were not Interested in the transaction.

29.4 Wholly-owned subsidiary: If the Company is a wholly-owned subsidiary of another company, any
Director may, when exercising powers or performing duties as a Director, act in a manner which he or
she believes is in the best interests of the Company’s holding company, even though it may not be in
the best interests of the Company.

30. PROCEEDINGS OF DIRECTORS

30.1 Third Fourth schedule of the Act not to apply: The provisions of the third fourth schedule to the
Act (relating to proceedings of a board) do not apply to the Company, except to the extent expressly
incorporated in this Constitution.

30.2 Alternative forms of meeting: A meeting of the Board may be held either:
(a) by a number of the Directors who constitute a quorum, being assembled together at the place,
date and time appointed for the meeting; or
(b) by means of audio, or audio and visual, communication by which all Directors participating
and constitution a quorum can simultaneously hear each other throughout the meeting.

30.3 Procedure: Except as provided in this Constitution, the Board may regulate its own procedure.

30.4 Notice of meeting: The following provisions apply in relation to meetings of the Board (except
where otherwise agreed by all Directors in relation to any particular meeting or meetings or as
provided in clause 30.5):
(a) Not less than two days’ notice of a meeting of the Board shall be sent to each Director, unless
the Director waives that right.
(b) Notice to a Director of a meeting of the Board may be:
(i) delivered to the Director;
(ii) posted to the address given by the Director to the Company for such purpose;
(iii) sent by facsimile transmission to the facsimile telephone number given by the
Director to the Company for such purpose; or
(iv) sent by electronic means in accordance with any request made by the Director from
time to time for such purpose.

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(c) It is not necessary to give notice of a meeting to an alternate Director, unless the Director
who appointed that person has given written notice to that effect to the Company.
(d) A notice of meeting shall specify the date, time and place of the meeting and, in the case of a
meeting by means of audio, or audio and visual, communication, the manner in which each
Director may participate in the proceedings of the meeting.
(e) A notice given to a Director pursuant to this clause is deemed to be given:
(i) in the case of delivery, by handing the notice to the Director or by delivery of the
notice to the address of the Director;
(ii) in the case of posting, three days after it is posted;
(iii) in the case of facsimile transmission, when the Company receives a transmission
report by the sending machine which indicates that the facsimile was sent in its
entirety to the facsimile telephone number given by the Director;
(iv) in the case of electronic means, at the time of transmission.

30.5 Director may convene meeting: Without limiting the provisions of clauses 30.3 or 30.4, a Director
has the right at any time to convene a meeting of the Board, or to require an employee of the Company
to convene a meeting of the Board, at the registered office of the Company or at the place where the
meetings of the Board for the time being are customarily held, by giving not less than seven days’
written notice signed by or on behalf of the Director to each of the other Directors stating the date, time
and place of the meeting and the matters to be discussed.

30.6 Waiver of notice irregularity: An irregularity in a notice of a meeting is waived if each of the
Directors either attend the meeting without protest as to the irregularity or agrees to the waiver.

30.7 Quorum: A quorum for a meeting of the Board is two Directors. No business may be transacted at a
meeting of Directors if a quorum is not present.

30.8 Chairperson: The Directors may elect one of their number as chairperson of the Board and determine
the period for which he or she is to hold office. If no chairperson is elected or if, at a meeting of the
Board, the chairperson is not present within 15 minutes after the time appointed for the
commencement of the meeting, the Directors present may choose one of their number to be
chairperson of the meeting.

30.9 Voting: Every Director has one vote: The chairperson does not have a casting vote. A resolution
of the Board is passed if it is agreed to by all Directors present without dissent, or if a majority of the
votes cast on it are in favour of the resolution. A Director present at a meeting of the Board is
presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless he or she
expressly dissents from or votes against, or expressly abstains from voting on, the resolution at the
meeting.

30.10 Written resolution: A resolution in writing, signed or assented to by all the Directors is as valid and
effective as if passed at a meeting of the Board. Any such resolution may consist of several
documents (including facsimile or other similar means of communication) in similar form, each signed
or assented to by one of more Directors. A copy of any such resolution shall be entered in the
Records.

30.11 Committees: A committee of Directors shall, in the exercise of the powers delegated to it, comply
with any procedural or other requirements imposed on it by the Board. Subject to any such
requirements, the provisions of this Constitution relating to proceedings of Directors apply, with
appropriate modification, to meetings of a committee of Directors.

30.12 Validity of actions: The acts of a person as a Director are valid even though the person’s appointment
was defective or the person is not qualified for appointment.

30.13 Minutes: The Board shall ensure that minutes are kept of all proceedings at meetings of the
Shareholders and of the Board. Minutes which have been signed correct by the chairperson of the
meeting are prima facie evidence of the proceedings.

31. METHOD OF CONTRACTING

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31.1 Deeds: A deed which is to be entered into by the Company may be signed on behalf of the Company,
by:
(a) two or more Directors; or
(b) if there is only one Director, by that Director whose signature must be witnessed; or
(c) one or more attorneys appointed by the Company.

31.2 Other written contracts: An obligation or contract which is required by law to be in writing, and
any other written obligation or contract which is to be entered into by the Company, may be signed on
behalf the Company by a person acting under the express or implied authority of the Company.

32. DISTRIBUTIONS

32.1 Power to authorise: The Board, if satisfied on reasonable grounds that the Company will
immediately after the Distribution satisfy the solvency test may, subject to the Act and this
Constitution, and with the prior approval of the Shareholders by Special Resolution, authorise
Distributions by the Company at times, and of amounts, and to any Shareholders, as it thinks fit and
may do everything which is necessary or expedient to give effect to any such Distribution.

32.2 Form of Distribution: Subject to the rights of holders of any Shares in a Class, the Board may make
a Distribution in such form as it thinks fit, but shall not differentiate between Shareholders as to the
form in which a Distribution is made without the prior approval of the Shareholders.

32.3 Entitlement to dividends: Subject to section 107 of the Act (relating to unanimous consent to certain
actions), t The Board shall not authorise a dividend:
(a) in respect of some but not all the Shares in a Class; or
(b) that is of a greater value per Share in respect of some Shares of a Class than it is in respect of
other Shares of that Class;
unless the amount of the dividend in respect of a Share of that Class is in proportion to the amount
paid to the Company in satisfaction of the liability of the Shareholder under this Constitution or under
the terms of issue of the Share, but a Shareholder may waive that Shareholder’s entitlement to
received a dividend or any part thereof by written notice to the Company signed by or on behalf of
that Shareholder.

32.4 Deduction of money: The Board may deduct from a Distribution payable to a Shareholder any
amount which is due and payable by the Shareholder to the Company on account of calls or otherwise
in relation to any Shares held by that Shareholder.

32.5 Method of payment: A Distribution payable in cash may be paid in such manner as the Board thinks
fit to the entitled Shareholders or, in the case of joint Shareholders, to the Shareholder named first in
the Share Register, or to such other person and in such manner as the Shareholder or joint
Shareholders may in writing direct. Any one of two or more joint Shareholders may give a receipt for
any payment in respect of the Shares held by them as joint Shareholders.

32.6 No interest on Distributions: The Company is not liable to pay interest in respect of any
Distribution.

33. INSPECTION OF RECORDS

33.1 Inspection by Shareholders: No Shareholder who is not also a Director is entitled to inspect any
account or other records of the Company except as expressly authorised by law or permitted by the
Board. Subject to the provisions of section 216 of the Act (which permits inspection of certain
records by Shareholders) the Board may from time to time determine whether, to what extent, at what
times and places, and under what conditions, the accounting or other records of the Company or any
of them are open to the inspection of Shareholders (who are not also Directors).

34. NOTICES

34.1 Reports, etc to Shareholders: Annual reports, notices and other documents required to be sent to a
Shareholder shall be sent in the manner provided in section391 210 of the Act.

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34.2 Accidental omissions: The failure to send an annual report, notice, or other document to a
Shareholder in accordance with the Act or this Constitution does not invalidate the proceedings at a
meeting of Shareholders if the failure to do so was accidental.

34.3 Joint Shareholders: A notice may be given by the Company to joint Shareholders by giving the
notice to the joint Shareholders named first in the Share Register in respect of the Share.

34.4 Shareholder deceased or bankrupt: If a Shareholder dies or is adjudicated bankrupt, notice may be
given in any manner in which a notice might have been given if the death or bankruptcy had not
occurred, or by giving notice in the manner provided in section 391210 of the Act to the Personal
Representative of the Shareholder at the address supplied to the Company for that purpose.

34.5 Waiver by Shareholders: Subject to section 210 211 of the Act (which requires financial statements
to be sent to Shareholders who elect not to receive annual reports), a Shareholder may from time to
time, by written notice to the Company and may at any time thereafter revoke the waiver in the same
manner. While any waiver is in effect, the Company need not send to the Shareholder the documents
to which the waiver relates.

35. LIQUIDATION

35.1 Distribution of assets: If the Company is liquidated the liquidator may, with the approval of
Shareholders by special Resolution and any other sanction required by the Act:
(a) divide among the Shareholders in kind the whole or any part of the assets of the Company
(whether they consist of property of the same kind or not) and may for that purpose fix such
value as the liquidator deems fair in respect of any property to be so divided, and may
determine how the division shall be carried out as between Shareholders or between different
Classes; and
(b) vest the whole or any part of any such assets in trustees upon such trusts for the benefit of the
persons so entitled as the liquidator thinks fit, but so that no Shareholder is compelled to
accept any shares or other securities on which there is any liability.

CERTIFICATE

I …………………….(insert name of person) have compared this copy document of

………………………(insert number of pages) pages with the original document and certify that this copy
document is a true copy of the original document.

Signed……………………………………….Dated……………………………………….

This is the annexure of …………….(insert number of pages) pages marked …………(insert an identifying
mark) referred to in the …………………(insert a description of the form) signed by
………………………….(insert the name of the person signing the form) and dated
…………………………..(insert the date of signing).

Signed………………………………………Dated………………………………………

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