Dynamic Holdings Limited — Governance Information 2021

Dec 17, 2021

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DYNAMIC HOLDINGS LIMITED 達力集團有限公司 (Incorporated in Bermuda with limited liability)

(Stock Code: 29)

MEMORANDUM OF ASSOCIATION

AND

BYE-LAWS

OF

DYNAMIC HOLDINGS LIMITED

Incorporated the 31st day of January, 1992

This consolidated version has been translated into Chinese. In case of discrepancies between the English version and the Chinese version, the English version shall prevail.

12/2021

FORM NO. 6B

Registration No. 17109

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BERMUDA

CERTIFICATE OF SECONDARY NAME

I hereby in accordance with section 10A of the Companies Act 1981 issue this

Certificate of Secondary Name and do certify that on the 11th day of July, 2007

DYNAMIC HOLDINGS LIMITED

was registered with the secondary name 達力集團有限公司

by me in the Register maintained by me under the provisions of section 14 of

the Companies Act 1981.

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Given under my hand and the Seal of the REGISTRAR OF COMPANIES this 13th day of July, 2007

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for Acting Registrar of Companies

FORM NO. 6

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BERMUDA

CERTIFICATE OF INCORPORATION

I hereby in accordance with the provisions of section 14 of the Companies Act, 1981, issue this Certificate of Incorporation and do certify that on the 31st day of January 1992

DYNAMIC HOLDINGS LIMITED

was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of a ~~local/~~ exempted company.

Given under my hand this 31st day of January 1992

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for Registrar of Companies

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RC11
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FORM NO. 7a

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BERMUDA

THE COMPANIES ACT 1981

CERTIFICATE OF DEPOSIT OF MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

DYNAMIC HOLDINGS LIMITED

was deposited in the Office of the Registrar of Companies

on the

18th day of August, 1993

IN WITNESS WHEREOF I have hereto set my hand this

18th day of August, 1993

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for Acting Registrar of Companies

Capital prior to increase HK$200,000,000.00

Amount of increase HK$100,000,000.00

Present capital HK$300,000,000.00

RC13

FORM NO. 7a

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BERMUDA

THE COMPANIES ACT 1981

CERTIFICATE OF DEPOSIT OF MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

DYNAMIC HOLDINGS LIMITED

was deposited in the Office of the Registrar of Companies

on the

18th day of August, 1993

IN WITNESS WHEREOF I have hereto set my hand this

18th day of August, 1993

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for Acting Registrar of Companies

Capital prior to increase HK$150,000,000.00

Amount of increase HK$ 50,000,000.00

Present capital HK$200,000,000.00

RC13

FORM NO. 7a

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BERMUDA

THE COMPANIES ACT 1981

CERTIFICATE OF DEPOSIT OF MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

DYNAMIC HOLDINGS LIMITED

was deposited in the Office of the Registrar of Companies

on the

16th day of April, 1992

IN WITNESS WHEREOF I have hereto set my hand this

21st day of April, 1992

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Acting Registrar of Companies

Capital prior to increase HK$ 100,000.00

Amount of increase HK$149,900,000.00

Present capital HK$150,000,000.00

RC13

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES (Section 7(1) and (2))

Altered MEMORANDUM OF ASSOCIATION

OF

DYNAMIC HOLDINGS LIMITED

(hereinafter referred to as “the Company”)

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

2. We, the undersigned, namely,

NAME	ADDRESS	BERMUDIAN	NATIONALITY	NUMBER OF
		STATUS		SHARES
		(Yes/No)		SUBSCRIBED
Angela S. Berry	Cedar House,	Yes	British	1
	41 Cedar Avenue,
	Hamilton HM 12,
	Bermuda
Ruby L. Rawlins	Cedar House,	Yes	British	1
	41 Cedar Avenue,
	Hamilton HM 12,
	Bermuda
Marcia De Couto	Cedar House,	Yes	British	1
	41 Cedar Avenue,
	Hamilton HM 12,
	Bermuda
Rosalind Johnson	Cedar House,	Yes	British	1
	41 Cedar Avenue,
	Hamilton HM 12,
	Bermuda

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

Dynamic Holdings Limited – Memorandum of Association (03/2012)

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1. The Company is to be an exempted/ ~~local*~~ Company as defined by the Companies Act 1981.

2. The Company has power to hold land situated in Bermuda not exceeding in all, including the following parcels –

Not Applicable

1. The Company ~~proposes/~~ does not propose* to carry on business in Bermuda.

2. The authorised share capital of the Company is $100,000 divided into shares of Hong Kong ten cents each. The minimum subscribed share capital of the Company is $100,000.00 in Hong Kong currency. Note 1

3. The objects of the Company are unrestricted. Note 2

4. The Company shall have the following powers:

5. (i) The powers of a natural person;

6. (ii) Subject to the provisions of Section 42 of the Companies Act 1981, to issue preference shares which at the option of the holders thereof are to be liable to be redeemed;

7. (iii) To purchase its own shares in accordance with the provisions of Section 42A of the Companies Act 1981; and

8. (iv) To issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose. Note 3

9. Note 1: The authorised share capital of the Company had been altered by Ordinary Resolution passed on 23 March 1992, 4 May 1992 and 28 July 1993 and the current authorised share capital of the Company is HK$300,000,000 dividend into shares of HK$1.00 each.

10. Note 2: The objects of the Company was altered by Special Resolution passed on 14 December 2007.

11. Note 3: The Powers set out in Clause 8 was altered by Special Resolution passed on 14 December 2007.

12. Delete as applicable.

Dynamic Holdings Limited – Memorandum of Association (03/2012)

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Signed by each subscriber in the presence of at least one witness attesting the signature thereof –

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(Subscribers)

(Witnesses)

SUBSCRIBED this 24th day of January 1992

Dynamic Holdings Limited – Memorandum of Association (03/2012)

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BYE-LAWS

OF

DYNAMIC HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

Incorporated the 31st day of January, 1992

12/2021

INDEX

Subject Preliminary Shares and Modification of Rights Shares and Increase of Capital Register of Members and Share Certificates Lien Calls on Shares Transfer of Shares Transmission of Shares Forfeiture of Shares Alteration of Capital General Meetings Proceedings at General Meetings Votes of Members Registered Office Board of Directors Appointment and retirement of Directors Borrowing Powers Managing Directors, etc. Management Managers Chairman and Other Officers Proceedings of the Directors Minutes Secretary General Management and Use of the Seal Authentication of Documents Capitalisation of Reserves Dividends and Reserves Distribution of Realised Capital Profits Annual Returns Accounts Auditors Notices

Bye-Law

1-2 3-5 6-13 14-19 20-22 23-35 36-44 45-48 49-58 59 60-64 65-75F 76-87 88 89-98 99-104 105-110 111-114 115 116-118 119 120-129 130 131 134-138 139 140 141-156 157 158 159-162 163-166 167-173

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Subject Information Winding up Indemnity Untraceable Members Destruction of Documents Changes in Applicable Law Resident Representative Maintenance of Records Subscription Right Reserve Record Dates Stock	Bye-Law
	174 175-177 178 179-180 181 182 183 184 185 186 187

6111c

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BYE-LAWS

OF

DYNAMIC HOLDINGS LIMITED

PRELIMINARY

1. The marginal notes to these Bye-Laws shall not be deemed to be part of these Bye-Laws and shall not affect their interpretation and in the interpretation of these Bye-Laws, unless there be something in the subject or context inconsistent therewith:–

“ Bermuda ” shall mean the Islands of Bermuda.

“ the Company ” or “ this Company ” shall mean DYNAMIC HOLDINGS LIMITED incorporated in Bermuda on the 31st January 1992.

“ the Companies Act ” shall mean the Companies Act 1981 of Bermuda as may from time to time be amended.

“ Statutes ” shall mean the Companies Act, the Electronic Transactions Act 1999 of Bermuda, and every other act (as amended from time to time) for the time being in force of the Legislature of Bermuda applying to or affecting the Company, the Memorandum of Association and/or these presents. (replaced by Special Resolution on 29/12/2005)

“ Listing Rules ” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as may be amended from time to time. (inserted by Special Resolution on 22/12/2004)

“ these Bye-Laws ” or “ these presents ” shall mean these Bye-Laws in their present form and all supplementary, amended or substituted Bye-Laws for the time being in force.

“ capital ” shall mean the share capital from time to time of the Company.

“ share ” shall mean a share in the capital of the Company.

“ shareholder ” or “ member ” shall mean the duly registered holder from time to time of the shares in the capital of the Company.

“ paid up ” shall mean paid up or credited as paid up.

“ the Principal Register ” shall mean the register or members of the Company maintained in Bermuda.

“ the register ” shall mean the Principal Register and any branch register to be kept pursuant to the provisions of the Statutes.

“ Registered Office ” shall mean the registered office of the Company for the time being.

“ Head Office ” shall mean such office of the Company as the Directors may from time to time determine to be the principal office of the Company.

Dynamic Holdings Limited – Bye-Laws (12/2021)

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“ Transfer Office ” shall mean the place where the Principal Register is situate for the time being.

“ Registration Office ” shall mean in respect of any class of share capital, such place or places in the Relevant Territory or elsewhere where the Directors from time to time determine to keep a branch register of shareholders in respect or that class of share capital and where (except in cases where the Directors otherwise agree) transfers of other documents of title for such class of share capital are to be lodged for registration and are to be registered.

“ Relevant Territory ” shall mean Hong Kong or such other territory as the Directors may from time to time decide if the issued ordinary share capital of the Company is listed on a stock exchange in such territory.

The expressions “ debenture ” and “ debenture holder ” shall respectively include “ debenture stock ” and “ debenture stockholder ”.

The expressions “ holding company ” and “ subsidiary ” shall have the meanings ascribed to them by

the Companies Act.

“ the Board ” shall mean the Directors from time to time of the Company or (as the context may require) the majority of Directors present voting at a meeting of the Directors.

“ Secretary ” shall mean the person or corporation for the time being performing the duties of that office.

“ Auditors ” shall mean the persons for the time being performing the duties of that office.

“ the Chairman ” shall mean the Chairman presiding at any meeting of members or of the Board.

“ call ” shall include any instalment of a call.

“ Seal ” shall mean any one or more common seals, if any, from time to time of the Company for use in Bermuda or in any place outside Bermuda. (replaced by Special Resolution on 14/12/2007)

“ Securities Seal ” shall mean a seal for use for sealing certificates for shares or other securities issued by the Company which is a facsimile of the Seal of the Company with the addition on its face of the words “Securities Seal”.

“ dividend ” shall include scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issues, if not inconsistent with the subject or context.

“ HK$ ” shall mean Hong Kong dollars or other lawful currency of Hong Kong.

“ appointed newspaper ” shall have the meaning as defined in the Companies Act.

“ Newspapers ”, in relation to any newspaper circulating in the Relevant Territory, shall mean in English one leading English language daily newspapers and in Chinese one leading Chinese language daily newspaper published and circulating generally in the Relevant Territory and specified for this purpose by the stock exchange in the Relevant Territory.

Dynamic Holdings Limited – Bye-Laws (12/2021)

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“ month ” shall mean a calendar month.

“ writing ” or “ printing ” shall, unless the contrary intention appears, be construed as including writing, printing, lithography, photography, typewriting and every other mode of representing words or figures in a legible and non-transitory form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the member’s election comply with all applicable Statutes, rules and regulations. (replaced by Special Resolution on 29/12/2005)

“ Clearing House ” means a recognised clearing house as defined in Part I of Schedule 1 to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or a clearing house or authorised shares depository recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction. (inserted and modified by Special Resolutions on 30/12/1996 and 19/12/2003 respectively)

“ corporate representative ” means any person appointed to act in that capacity pursuant to ByeLaws 87(A) or 87(B). (inserted by Special Resolution on 30/12/1996)

“ Director ” means a director of the Company. (inserted and modified by Special Resolutions on 30/12/1996)

“ address ” shall have the ordinary meaning given to it and shall include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Bye-Laws. (inserted by Special Resolution on 29/12/2005)

“ electronic ” shall mean relating to technology having electrical, digital, magnetic, wireless, optical electromagnetic or similar capabilities and such other meanings as given to it in the Electronic Transactions Act 1999 of Bermuda as may be amended from time to time. (inserted by Special Resolution on 29/12/2005)

“ full financial statements ” shall mean the financial statements that are required under section 87(1) of the Companies Act as may be amended from time to time. (inserted by Special Resolution on 29/12/2005)

“ summarised financial statements ” shall have the meaning ascribed to them in the section 87A(3) of the Companies Act as may be amended from time to time. (inserted by Special Resolution on 29/12/2005)

“ clear days ” means in relation to the period of notice that period excluding the day when the notice is given or deemed to be given and the day for which it is given and the day for which it is given or on which it is to take effect. (inserted by Special Resolution on 17/12/2021)

“ close associates ” means in relation to any Director, shall have the same meaning defined in the Listing Rules, except that for purposes of Bye-Law 98 where the transaction or arrangement to be approved by the Board is a connected transaction referred to in the Listing Rules, it shall have the same meanings as that ascribed to “associate” in the Listing Rules. (inserted by Special Resolution on 17/12/2021)

“ electronic facilities ” shall include, without limitation, website address, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise). (inserted by Special Resolution on 17/12/2021)

Dynamic Holdings Limited – Bye-Laws (12/2021)

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“ electronic meeting ” shall mean a general meeting held and conducted wholly and exclusively by virtual attendance and participation by shareholders and/or proxies by means of electronic facilities. (inserted by Special Resolution on 17/12/2021)

“ hybrid meeting ” shall mean a general meeting convened for the (i) physical attendance by shareholders and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations; and (ii) virtual attendance and participation by shareholders and/or proxies by means of electronic facilities. (inserted by Special Resolution on 17/12/2021)

“ Meeting Location ” has the meaning given to it in Bye-Law 75A. (inserted by Special Resolution on 17/12/2021)

“ physical meeting ” shall mean a general meeting held and conducted by physical attendance and participation by shareholders and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations. (inserted by Special Resolution on 17/12/2021)

“ Principal Meeting Place ” shall have the meaning given to it in Bye-Law 63. (inserted by Special Resolution on 17/12/2021)

Subject as aforesaid, any words or expressions defined in the Companies Act (except and statutory modification thereof not in force when these Bye-Laws become binding on the Company) shall, if not inconsistent with the subject and/or context, bear the same meaning in these Bye-Laws, save that “company” shall where the context permits include any company incorporated in Bermuda or elsewhere.

References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force.

Special A resolution shall be a Special Resolution when it has been passed by a majority Resolution of not less than three-fourths of the votes cast by such Members as, being entitled so to do, vote in person or, where a corporate representative is allowed, by a duly authorised corporate representative or, where proxies are allowed, by proxy at a general meeting of which not less than 21 days’ notice and where relevant such other minimum notice period as may be specified under the Listing Rules, specifying (without prejudice to the power contained in these presents to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, if it is so agreed by a majority in number of the members having a right to attend and vote at any such meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right, a resolution may be proposed and passed as a Special Resolution at a meeting of which less than 21 days notice has been given. (modified by Special Resolutions on 30/12/1996 and 30/10/2009)

Dynamic Holdings Limited – Bye-Laws (12/2021)

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Ordinary A resolution shall be an Ordinary Resolution when it has been passed by a simple Resolution majority of such members as, being entitled so to do, vote in person or, where a corporate representative is allowed, by a duly authorised corporate representative or, where proxies are allowed, by proxy or at a general meeting held in accordance with these presents and of which not less than 14 days notice, and where relevant such other minimum notice period as may be specified under the Listing Rules, has been duly given. Provided that, if it is so agreed by a majority in number of the members having a right to attend and vote at any such meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right, a resolution may be passed as an Ordinary Resolution at a meeting of which less than 14 days’ notice has been given. (modified by Special Resolutions on 30/12/1996 and 30/10/2009)

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Bye-Laws or the Statutes.

References to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having a physical substance or not. (inserted by Special Resolution on 29/12/2005)

In these Bye-Laws, unless there be something in the subject or context inconsistent herewith: –

• words denoting the singular shall include the plural and words denoting the plural shall include the singular; and

• words importing any gender shall include both gender and the neuter and words importing persons shall include partnerships, firms, companies and corporations.

(inserted by Special Resolution on 17/12/2021)

The purpose for which 2. Without prejudice to any other requirements of the Statutes, a Special Special Resolution is Resolution shall be required to alter the Memorandum of Association, to required approve any amendment of these presents or to change the name of the Company.

Dynamic Holdings Limited – Bye-Laws (12/2021)

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SHARES AND MODIFICATION OF RIGHTS

Issue of shares

Warrants

How rights of shares may be modified

1. Without prejudice to any special rights or restrictions for the time being attaching to any shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Board may determine) and any preference share may, subject to the Companies Act and with the sanction of a Special Resolution, be issued on the terms that it is liable to be redeemed upon the happening of a specified event or upon a given date and either at the option of the Company or, if so authorised by the Memorandum of Association of the Company, at the option of the holder.

2. The Board may subject to approval by the Members in general meeting issue warrants to subscribe for any class of shares or securities of the Company on such terms as it may from time to time determine. Where warrants are issued to bearer, no new warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such new warrant.

3. (A) For the purposes of Section 47 of the Companies Act, if at any time the capital is divided into different classes of shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the shares of that class) may, subject to the provisions of the Companies Act, be varied or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of these Bye-Laws relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be not less than two persons holding or representing by proxy onethird in nominal value of the issued shares of that class, and that any holder of shares of the class present in person or by proxy or where a corporate representative is allowed, by a duly authorised corporate representative may demand a poll. (modified by Special Resolution on 30/12/1996)

4. (B) The provisions of this Bye-Law shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied or abrogated.

Dynamic Holdings Limited – Bye-Laws (12/2021)

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• (C) The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

SHARES AND INCREASE OF CAPITAL

Structure of Share Capital

Company to purchase or finance purchase of own shares

1. (A) The authorised share capital of the Company at the date on which these Bye-Laws come into effect is HK$300,000,000 divided into 300,000,000 shares of HK$1.00 each. (modified by Special Resolution on 17/12/2021)

2. (B) Subject to the Statutes and the rules prescribed by the stock exchange of the Relevant Territory, the power contained in the Memorandum of Association for the Company to purchase or otherwise acquire its shares shall be exercisable by the Board upon such terms and subject to such conditions as it thinks fit. (modified by Special Resolution on 29/12/2005)

3. (C) Subject to the Statutes and the rules prescribed by the stock exchange of the Relevant Territory:–

   • (i) the Company may in accordance with any scheme for the time being in force and approved by the members in general meeting provide directly or indirectly money or other financial assistance for the purpose of or in connection with the purchase of, or subscription for, fully or partly paid shares in the Company or any holding company of the Company, being a purchase of or subscription for shares by a trustee of or to be held by or for the benefit of employees of the Company, any of its subsidiaries, any holding company of the Company or any subsidiary of any such holding company including any director holding a salaried employment or office with or in any such company and so that the residual beneficiary of any such trust may be or include a charitable object; and

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

(replaced by Bye-Law 182(A) and modified by Special Resolution on 29/12/2005)

Dynamic Holdings Limited – Bye-Laws (12/2021)

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Power to increase capital

1. The Company in general meeting may from time to time, whether or not all the shares for the time being authorised shall have been issued and whether or not all the shares for the time being issued shall have been fully paid up, by Ordinary Resolution increase its share capital by the creation of new shares, such new capital to be of such amount and to be divided into shares of such class or classes and of such amounts in Hong Kong dollars or United States dollars or such other currency as the members may think fit and as the resolution shall prescribe.

2. On what conditions 8. Any new shares shall be issued upon such terms and conditions and with new shares issue such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the Statutes and of these Bye-Laws, as the Board shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a special right or without any right of voting.

3. When to be offered to 9. The Company may by Ordinary Resolution, before the issue of any new existing members shares, determine that the same, or any of them, shall be in the first instance, and either at par or at a premium, to all the existing holders of any class of shares in proportion as nearly as may be to the number of shares of such class held by them respectively, or make any other provisions as to the issue and allotment of such shares, but in default of any such determination or so far as the same shall not extend, such shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.

4. New shares to form 10. Except so far as otherwise provided by the conditions of issue or by these part of the original Bye-Laws, any capital raised by the creation of new shares shall be treated as capital if it formed part of the original capital of the Company and such shares shall be subject to the provisions contained in these Bye-Laws with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

Dynamic Holdings Limited – Bye-Laws (12/2021)

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• Shares at the disposal 11. All unissued shares shall be at the disposal of the Board and it may offer, of the Board allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms as it in its absolute discretion thinks fit, but so that no shares shall be issued at a discount. The Directors shall, as regards any offer or allotment of shares, comply with the provisions of the Companies Act, these Bye-Laws and any directions that may be given by the Company in general meeting, if and so far such provisions, ByeLaws or directions may be applicable thereto. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such offer, option or shares to shareholders or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Shareholders affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of shareholders for any purpose whatsoever. (modified by Special Resolution on 29/12/2005)

• Company may pay 12. The Company may at any time pay a commission to any person for commission subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the Companies Act shall be observed and complied with, and in each case the commission shall not exceed ten per cent. of the price at which the shares are issued.

• Company not to 13. Except as otherwise expressly provided by these Bye-Laws or as required recognise trusts in by law or as ordered by a court of competent jurisdiction, no person shall respect of shares be recognised by the Company as holding any share upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other right or claim to or in respect of any shares except an absolute right to the entirety thereof of the registered holder.

REGISTER OF MEMBERS AND SHARE CERTIFICATES

Share register

1. (A) The Board shall cause to be kept a register of the members and there shall be entered therein the particulars required under the Companies Act.

2. Local or Branch (B) Subject to the provisions of the Companies Act, if the Board Register considers it necessary or appropriate, the Company may establish and maintain a local or branch register at such location outside Bermuda as the Board thinks fit and, while the issued share capital of the Company is, with the consent of the Board, list on any stock exchange in the Relevant Territory, the Company shall keep a branch register in the Relevant Territory. (modified by Special Resolution on 30/12/1996)

Dynamic Holdings Limited – Bye-Laws (12/2021)

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Share certificates

1. Every person whose name is entered as a member in the register shall be entitled without payment to receive within twenty-one days after allotment or lodgment of a transfer (or within such other period as the conditions of issue shall provide or, such period as such stock exchange may from time to time prescribe) one certificate for all his shares, or, if he shall so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming a stock exchange board lot for the purposes of the stock exchange on which the shares are listed, upon payment, in the case of a transfer, of such sum (not exceeding in the case of any share capital listed on a stock exchange in the Relevant Territory, such maximum fee as such stock exchange may from time to time permit, and in the case of any other shares, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant register is situate, or otherwise such other sum as the Company may by Ordinary Resolution determine) for every certificate after the first as the Board may from time to time determine, such number of certificates for shares in stock exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders. (modified by Special Resolution on 30/12/1996)

Shares certificates

1. Every certificate for shares, warrants or debentures or representing any other form of securities of the Company shall be issued under the Seal of the Company, which for this purpose may be a Securities Seal or, subject to the Listing Rules, signed by a Director, the Secretary or any person authorised by the Board for that purpose. (replaced by Special Resolution on 14/12/2007)

2. Every certificate to 17. Every share certificate hereafter issued shall specify the number and class of specify number and shares in respect of which it is issued and the amount paid thereon and may class of shares otherwise be in such form as the Board may from time to time prescribe. A share certificate shall relate to only one class of shares.

Joint holders

1. (A) The Company shall not be bound to register more than four persons as joint holders of any share.

2. (B) If any share shall stand in the names of two or more persons, the person first named in the register shall be deemed the sole holder thereof as regards service of notice and, subject to the provisions of these Bye-Laws, all or any other matter connected with the Company, except the transfer of the share.

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• Replacement of share 19. If a shares certificate is defaced, lost or destroyed, it may be replaced on certificates payment of such fee, if any, (not exceeding, in the case of any share capital listed on a stock exchange in the Relevant Territory, such maximum fee as such stock exchange may from time to time permit, and, in the case of any other capital, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant register is situate, or otherwise such other sum as the Company may by Ordinary Resolution determine) as the Board shall from time to time determine and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the Board thinks fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company and exceptional costs and the reasonable outof-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity. (modified by Special Resolution on 30/12/1996)

LIEN

• Company’s lien 20. The Company shall have a first and paramount lien on every share (not being a fully paid up share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share; and the Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such members or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company’s lien (if any) on a share shall extend to all dividends and bonuses declared in respect thereof. The Board may at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be exempt wholly or partially from the provisions of this Bye-Law.

• Sale of shares subject 21. The Company may sell, in such manner as the Board thinks fit, any shares to lien on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the shares or the person entitled by reason of such holder’s death, bankruptcy or windingup to the shares.

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Application of proceeds of such sale

1. The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liability not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof any may enter the purchaser’s name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

CALLS ON SHARES

Calls/instalments

1. The Board may from time to time make such calls as it may think fit upon the members in respect of any moneys unpaid on the shares held by them respectively (whether on account of the nominal value of shares or by way of premiums) and not by the conditions of allotment thereof made payable at a fixed time. A call may be made payable either in one sum or by instalments.

Notice of Call

1. Fourteen days’ notice at least of any call shall be given specifying the time and place of payment and to whom such call shall be paid.

Copy of notice to be sent to members

1. A copy of the notice referred to in Bye-Law 24 shall be sent to members in the manner in which notices may be sent to members by the Company as herein provided.

Notice of call may be given

1. In addition to the giving of notice in accordance with Bye-Law 25, notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given to the members by notice to be inserted at least once in one or more newspapers circulating in the Relevant Territory.

2. Every member liable to 27. Every member upon whom a call is made shall pay the amount of every call pay call at appointed so made on him to the person and at the time or times and place or places as time and place the Board shall appoint.

When call deemed to have been made

1. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.

2. Liability of joint 29. The joint holders of a share shall be severally as well as jointly liable for holders the payment of all calls and instalments due in respect of such share or other moneys due in respect thereof.

3. Board may extend 30. The Board may from time to time at its discretion extend the time fixed for time fixed for call any call, and may extend such time as regards all or any of the members, whom due to residence outside the Relevant Territory or other cause the Board may deem entitled to any such extension but no member shall be entitled to any such extension except as a matter of grace and favour.

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• Interest on unpaid 31. If the sum payable in respect of any call or instalments is not paid on calls or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding twenty per cent. per annum as the Board shall fix from the day appointed for the payment thereof to the time of the actual payment, but the Board may waive payment of such interest wholly or in part.

• Suspension of 32. No member shall be entitled to receive any dividend or bonus or to be privileges while present and vote (save as proxy for another member) at any general call unpaid meeting, either personally, or (save as proxy for another member) by proxy or where a corporate representative is allowed, by a duly authorised corporate representative, or be reckoned in a quorum, or to exercise any other privilege as a member until all calls or instalments due from him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid. (modified by Special Resolution on 30/12/1996)

• Evidence in action 33. On the trial or hearing of any action or other proceedings for the recovery for call of any money due for any call, it shall be sufficient to prove that the name of the member sued is entered in the register as the holder, or one of the holders, of the shares in respect of which such debt accrued; that the resolution of the Board making the call is duly recorded in the minute book of the Board; and that notice of such call was duly given to the member sued, in pursuance of these Bye-Laws; and it shall not be necessary to prove the appointment of the Board who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

• Sums payable on 34. Any sum which by the terms of allotment of a share is made payable upon allotment deemed allotment or at any fixed date, whether on account of the nominal value of a call the share and/or by way of premium, shall for all purposes of these ByeLaws be deemed to be a call duly made, notified, and payable on the date

• Shares may be issued fixed for payment, and in case of non-payment all the relevant provisions subject to different of these Bye-Laws as to payment of interest and expenses, forfeiture and conditions as to calls, the like, shall apply as if such sums had become payable by virtue of a call etc. duly made and notified. The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the time of payment.

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Payment of calls in advance

1. The Board may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and upon all or any of the moneys so advanced the Company may pay interest at such rate (if any) not exceeding twenty per cent. per annum as the Board may decide but a payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the share or the due portion of the shares upon which payment has been advanced by such member before it is called up. The Board may at any time repay the amount so advanced upon giving to such member not less than one month’s notice in writing of their intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

TRANSFER OF SHARES

Form of transfer

1. Subject to the Companies Act, all transfers of shares may be effected by transfer in writing in the usual or common form or in a form prescribed by the stock exchange of the Relevant Territory or in such other form as the Board may accept and may be under hand or by means of mechanically imprinted signatures or such other manner as the Board may from time to time approve. (modified by Special Resolutions on 30/12/1996 and 29/12/2005)

Execution of transfer

1. The instrument of transfer of any share shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case in which it thinks fit, in its absolute discretion, to do so. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Nothing in these Bye-Laws shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

2. Shares registered on 38. (A) The Board may, in its absolute discretion, at any time and from time Principal Register, to time transfer any share upon the Principal Register to any branch branch register, etc. register or any share on any branch register to the Principal Register or any other branch register.

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• (B) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time stipulate, and which agreement it shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold) no shares on the Principal Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Principal Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Principal Register, at the Transfer Office. Unless the Board otherwise agrees, all transfers and other documents of title shall be lodged for registration with, and registered at, the relevant Registration Office.

• (C) Notwithstanding anything contained in this Bye-Law, the Company shall as soon as practicable and on a regular basis record in the Principal Register all transfers of shares effected on any branch register and shall at all times maintain the Principal Register in all respects in accordance with the Companies Act.

• Board may refuse 39. The Board may, in its absolute discretion, and without assigning any reason, to register a refuse to register a transfer of any share (not being a fully paid up share) to transfer a person of whom it does not approve or any share issued under any share option scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also refuse to register any transfer of any share (whether fully paid up or not) to more than four joint holders or any transfer of any shares (not being a fully paid up share) on which the Company has a lien.

• Requirements as to 40. The Board may also decline to recognise any instrument of transfer unless:– transfer

• (i) such sum, if any, (not exceeding, in the case of any share capital listed on a stock exchange in the Relevant Territory, such maximum fee as such stock exchange may from time to time permit, and, in the case of any other capital, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant register is situate, or otherwise such other sum as the Company may by Ordinary Resolution determine) as the Board shall from time to time determine has been paid;

• (ii) the instrument of transfer is lodged at the relevant Registration Office or, as the case may be, the Transfer Office accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do);

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• (iii) the instrument of transfer is in respect of only one class of share;

• (iv) the shares concerned are free of any lien in favour of the Company;

• (v) if applicable, the instrument of transfer is properly stamped; and

• (vi) where applicable, the permission of the Bermuda Monetary Authority with respect thereto has been obtained.

(modified by Special Resolution on 30/12/1996)

No transfer to an infant Notice of refusal

1. No transfer of any shares (not being a fully paid up share) shall be made to an infant or to a person of unsound mind or under other legal disability.

2. If the Board shall refuse to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal.

Certificate to be given up on transfer

1. Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him. The Company shall also retain the instrument of transfer. (modified by Special Resolution on 30/12/1996)

When transfer books and register may be closed

1. The registration of transfers may be suspended and the register closed, on giving notice by advertisement in an appointed newspaper and in the Newspapers or by any means and in such manner as may be accepted by the stock exchange of the Relevant Territory, at such times and for such periods as the Board may from time to time determine and either generally or in respect of any class of shares. The register shall not be closed for more than thirty days in any year. (modified by Special Resolution on 29/12/2005)

TRANSMISSION OF SHARES

• Deaths of 45. In the case of the death of a member, the survivor or survivors where the registered holder deceased was a joint holder, and the legal personal representatives of the or of joint holder deceased where he was a sole or only surviving holder, shall be the only or shares persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.

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• Registration 46. Any person becoming entitled to a share in consequence of the death or of personal bankruptcy or winding-up of a member may, upon such evidence as to his representatives title being produced as may from time to time be required by the Board, and trustee in and subject as hereinafter provided, elect either to be registered himself as bankruptcy holder of the share or to have some person nominated by him registered as the transferee thereof.

• Notice of election 47. If the person becoming entitled to a share pursuant to Bye-Law 46 shall to be registered elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him, at (unless the Board otherwise agrees) the

• Registration Registration Office, stating that he so elects. If he shall elect to have his of nominee nominee registered, he shall testify his election by executing a transfer of such share to his nominee. All the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the member had not occurred and the notice or transfer were a transfer executed by such member.

• Retention of 48. A person becoming entitled to a share by reason of the death, bankruptcy or dividends, etc. winding-up of the holder shall be entitled to the same dividends and other until transfer advantages to which he would be entitled if he were the registered holder or transmission of the share. However, the Board may, if it thinks fit, withhold the payment of shares of a of any dividend payable or other advantages in respect of such share until deceased or such person shall become the registered holder of the share or shall have bankrupt member effectually transferred such share, but, subject to the requirements of ByeLaw 77 being met, such a person may vote at meetings.

FORFEITURE OF SHARES

• If call or 49. If a member fails to pay any call or instalment of a call on the day appointed instalment not for payment thereof, the Board may, at any time thereafter during such time paid notice may as any part of the call or instalment remains unpaid, without prejudice to be given the provisions of Bye-Law 32, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.

Form of Notice

1. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and it shall also name the place where payment is to be made such place being either the Registered Office of the Company or such other place at which calls of the Company are usually made. The notice shall also state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

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If notice not complied with shares may be forfeited

1. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept the surrender of any shares liable to be forfeited hereunder and in such cases references in these Bye-Laws to forfeiture shall include surrender.

Forfeited shares to become property of Company

1. Any share so forfeited shall be deemed to be the property of the Company, and may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board thinks fit.

Arrears to be paid notwithstanding forfeiture

1. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until the date of actual payment at such rate not exceeding twenty per cent. per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without any deduction or allowance for the value of the shares at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Bye-Law any sum which by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

2. Evidence of 54. A statutory declaration in writing that the declarant is a Director or the forfeiture and Secretary of the Company, and that a share in the Company has been transfer of duly forfeited or surrendered on a date stated in the declaration, shall forfeited share be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

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Notice after forfeiture

1. When any share shall have been forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

Power to redeem forfeited shares

1. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, cancel the forfeiture on such terms as the Board thinks fit or permit the shares so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the shares, and upon such further terms (if any) as it thinks fit.

Forfeiture not to prejudice Company’s right to call or instalment

1. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payment thereon.

2. Forfeiture for 58. (A) The provisions of these Bye-Laws as to forfeiture shall apply in the non-payment of case of non-payment of any sum which, by terms of issue of a share, any sum due on becomes payable at a fixed time, whether on account of the nominal shares value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

   • (B) In the event of a forfeiture of shares the member shall be bound to delivery and shall forthwith delivery to the Company the certificate or certificates held by him for the shares so forfeited and in any event the certificates representing shares so forfeited shall be void and of no further effect.

ALTERATION OF CAPITAL

Consolidation and division of capital and sub-division and cancellation of shares

1. (A) The Company may from time to time by Ordinary Resolution:–

2. (i) increase its capital, as provided by Bye-Law 7;

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• (ii) consolidate or divide all or any of its share capital into shares of larger or smaller amount than its existing shares; and on any consolidation of fully paid shares into shares of a larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interest or may be paid to the Company for the Company’s benefit;

• (iii) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;

• (iv) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies Act, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares;

• (v) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled;

• (vi) make provision for the issue and allotment of shares which do not carry any voting rights; and

• (vii) change the currency denomination of its share capital.

(modified by Special Resolution on 30/12/1996)

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Reduction of capital

• (B) The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or, save for the use of share premium as expressly permitted by the Companies Act, any share premium account or other undistributable reserve in any manner authorised and subject to any conditions prescribed by law. (modified by Special Resolution on 29/12/2005)

GENERAL MEETINGS

• When annual 60. (A) The Company shall in each year hold a general meeting as its annual general meeting general meeting in addition to any other meeting in that year and to be held shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting may be held as a physical meeting in the Relevant Territory or elsewhere and at one or more locations as provided in the Bye-Law 75A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board and at such time and place as the Board shall appoint. Without prejudice to the provisions in ByeLaws 75A to 75F, a physical meeting of the shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. (modified by Special Resolutions on 14/12/2007 and 17/12/2021)

• Written resolutions (B) (i) Save where a general meeting is required by the Companies of members Act or the Listing Rules, anything which may be done by Ordinary Resolution or Special Resolution in general meeting may be done by resolution in writing, signed by the required majority of the members or any class thereof or their proxies, or in the case of a member that is a corporation (whether or not a company within the meaning of the Companies Act) by its representative on behalf of such member, being the required majority of the members of the Company or any class thereof who at the date of the notice of the resolution in writing would be entitled to attend a meeting and vote on the resolution. Such resolution in writing may be signed in as many counterparts as may be necessary.

• (ii) Notice of any resolution in writing to be made under this Bye-Law shall be given, and a copy of the resolution shall be circulated, in the same manner as that required for a notice of a general meeting of the Company at which the resolution could have been considered, except that the length of the period of notice shall not apply.

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• (iii) The accidental omission to give notice of, or to circulate a copy of, a resolution in writing to be made under this Bye-Law, or the non-receipt of such notice or copy by any person entitled to receive such notice or copy shall not invalidate the passing of the resolution.

• (iv) For the purposes of this Bye-Law, the date of the resolution in writing is the date when the resolution is signed by, or on behalf of, the member who establishes the majority of votes required for the passing of the resolution and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing made in accordance with this Bye-Law, a reference to such date.

• (v) A resolution in writing made in accordance with this Bye-Law is as valid as if it had been passed by the Company in general meeting or, if applicable, by a meeting of the relevant class of members of the Company, as the case may be. A resolution in writing made in accordance with this Bye-Law shall constitute minutes for the purposes of the Companies Act and these ByeLaws.

(inserted by Special Resolution on 14/12/2007)

Special general meeting

Convening of special general meeting

1. All general meetings other than annual general meetings shall be called special general meetings.

2. The Board may, whenever it thinks fit, convene a special general meeting, and special general meetings shall also be convened on requisition, as provided by the Companies Act, or, in default, may be convened by the requisitionists. The special general meeting may be held as a physical meeting in the Relevant Territory or elsewhere, and at one or more locations as provided in Bye-Law 75A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board and at such time and place as the Board shall appoint. (modified by Special Resolution on 17/12/2021)

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Notice of meetings

1. An annual general meeting and a meeting called for the passing of a Special Resolution shall be called by at least twenty-one days’ notice in writing and where relevant such other minimum notice period as may be specified under the Listing Rules, and a meeting of the Company other than an annual general meeting or a meeting for the passing of a Special Resolution shall be called by at least fourteen days’ notice in writing and where relevant such other minimum notice period as may be specified under the Listing Rules. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify (a) the time and date of the meeting; (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Bye-Law 75A, the principal place of meeting (the “ Principal Meeting Place ”); (c) if the general meeting is to be held as a hybrid meeting or an electronic meeting, the notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting; and (d) in case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Bye-Laws, entitled to receive such notices from the Company, provided that subject to the provisions of the Companies Act, a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Bye-Law be deemed to have been duly called if it is so agreed: –

2. (i) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and

3. (ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving that right.

(modified by Special Resolutions on 30/10/2009 and 17/12/2021)

Omission to give notice

1. (A) The accidental omission to give any notice to, or the non-receipt of any notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceedings at any such meeting.

2. (B) In the case where instruments of proxy are sent out with any notice, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

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PROCEEDINGS AT GENERAL MEETINGS

• Special business 65. All business shall be deemed special that is transacted at a special general meeting, and also all business that is transacted at an annual general meeting

• Business of annual with the exception of sanctioning dividends, the reading, considering and general meeting adopting of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of Auditors and other officers in the place of those retiring, the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors.

Quorum

1. For all purposes the quorum for a general meeting shall be two members present in person or where a corporate representative is allowed, by a duly authorised corporate representative or by proxy and entitled to vote. No business shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the meeting. (modified by Special Resolution on 30/12/1996)

2. When if quorum 67. If within fifteen minutes from the time appointed for the meeting a quorum not present is not present, the meeting, if convened upon the requisition of members, meeting to be shall be dissolved, but in any other case it shall stand adjourned to the same dissolved and day in the next week and at same time and (where applicable) same place when to be or place(s) or to such time and place or (where applicable) such place(s) adjourned and in such form and manner referred to in Bye-Law 63 as the Chairman (or in default, the Board) may absolutely determine. (modified by Special Resolution on 17/12/2021)

3. Chairman of 68. The Chairman (if any) of the Board or, if he is absent or declines to take general meeting the chair at such meeting, the Deputy Chairman (if any) shall take the chair at every general meeting, or, if there be no such Chairman or Deputy Chairman, or, if at any general meeting neither of such Chairman or Deputy Chairman is not present within fifteen minutes after the time appointed for holding such meeting, or both such persons decline to take the chair at such meeting, the Directors present shall choose one of their number as Chairman, and if no Director be present or if all the Directors present decline to take the chair or if the Chairman chosen shall retire from the chair, then the members present shall choose one of their own number to be Chairman.

4. Power to adjourn 69. Subject to Bye-Law 75C, the Chairman may, with the consent of any general meeting, general meeting at which a quorum is present, and shall, if so directed by business of the meeting, adjourn any meeting from time to time and from place to place adjourned meeting and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine. Whenever a meeting is adjourned for fourteen days or more, at least seven clear days’ notice of the adjourned meeting specifying the details set out in Bye-Law 63 shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. (modified by Special Resolution on 17/12/2021)

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What is to be evidence of the passing of a resolution where poll not required or demanded

1. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-Laws, at any general meeting on a poll every shareholder present in person or by proxy shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that in the case of a physical meeting, the Chairman may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every shareholder present in person, or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Bye-Law, procedural and administrative matters are those set out in the rules of the Designated Stock Exchange. Votes (whether on a show of hands or by a poll) may be cast by such means, electronic or otherwise, as the Directors or the Chairman may determine. In the case of a physical meeting where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded: –

2. (i) by the Chairman of such meeting; and where the Chairman, before or on the declaration of the result on a show of hands, know from the proxies received by the Company that the results on a show of hands will be different from that on a poll, the Chairman must demand a poll; or

3. (ii) by at least three shareholders present in person or by proxy for the time being entitled to vote at the meeting; or

4. (iii) by a shareholder or shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; or

5. (iv) by a shareholder or shareholders present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

(modified by Special Resolutions on 30/12/1996, 22/12/2004, 30/10/2009 and 17/12/2021)

Poll

1. If a poll is required or demanded as aforesaid, it shall (subject as provided in Bye-Law 72) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was required or demanded, as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting or the taking of the poll, whichever is the earlier. (modified by Special Resolution on 30/10/2009)

2. In what case poll 72. Any poll required or duly demanded on the election of a Chairman of a taken without meeting or on any question of adjournment shall be taken at the meeting adjournment and without adjournment. (modified by Special Resolution on 30/10/2009)

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Chairman to have casting vote

Business may proceed notwithstanding requirement or demand for poll

Approval of amalgamation agreement

Electronic meeting or hybrid meeting

1. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is required or demanded, shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote the Chairman shall determine the same, and such determination shall be final and conclusive. (modified by Special Resolution on 30/10/2009)

2. The requirement or demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been required or demanded. (modified by Special Resolution on 30/10/2009)

3. For the purposes of section 106 of the Companies Act, a Special Resolution of the Company, and of any relevant class of shareholders, shall be required to approve any amalgamation agreement as referred to in that section.

4. 75A. (A) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (the “ Meeting Location(s) ”) determined by the Board at its absolute discretion. Any member or any proxy attending and participating in such way or any member participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

5. (B) All general meetings are subject to the following: –

   • (a) where a member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

   • (b) members present in person or by proxy at a Meeting Location and/or members participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the Chairman is satisfied that adequate electronic facilities are available throughout the meeting to ensure that members at all Meeting Locations and members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

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• (c) where members attend a meeting by being present at one of the Meeting Locations and/or where members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting.

(inserted by Special Resolution on 17/12/2021)

• Proceedings of 75B. The Board and, at any general meeting, the Chairman may from time to electronic meeting time make arrangements for managing attendance and/or participation and/ or hybrid meeting or voting at the Principal Meeting Place, any Meeting Location(s) and/ or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a member who, pursuant to such arrangements, is not permitted to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting. (inserted by Special Resolution on 17/12/2021)

• 75C. If it appears to the Chairman that: –

• Chairman’s power 75C. If it appears to the Chairman that: – at electronic meeting or hybrid (a) the electronic facilities at the Principal Meeting Place or at such other meeting Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Bye-Law 75A(A) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or

  • (b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or

  • (c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or

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• (d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the Chairman may have under these Bye-Laws or at common law, the Chairman may, at his absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

(inserted by Special Resolution on 17/12/2021)

• Requirement for 75D. The Board and, at any general meeting, the Chairman may make any and restriction to arrangement and impose any requirement or restriction the Board or general meetings the Chairman, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Bye-Law shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting. (inserted by Special Resolution on 17/12/2021)

• Notice of 75E. If, after the sending of notice of a general meeting but before the meeting postponement is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Bye-Law shall be subject to the following: –

• (a) when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of such meeting);

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• (b) when only the form of the meeting or electronic facilities specified in the notice are changed, the Board shall notify the members of details of such change in such manner as the Board may determine;

• (c) when a meeting is postponed or changed in accordance with this ByeLaw, subject to and without prejudice to Bye-Law 69, unless already specified in the original notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the members of such details in such manner as the Board may determine; furthermore, all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Bye-Laws not less than 48 hours before the time of the postponed or changed meeting; and

• (d) notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original notice of general meeting circulated to the members.

(inserted by Special Resolution on 17/12/2021)

• Validity of 75F. All persons seeking to attend and participate in an electronic meeting or a electronic meeting hybrid meeting shall be responsible for maintaining adequate facilities to or hybrid meeting enable them to do so. Subject to Bye-Law 75C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting. (inserted by Special Resolution on 17/12/2021)

VOTES OF MEMBERS

• Votes of members

• Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every member who is present in person or where a corporate representative is allowed, by a duly authorised corporate representative or by proxy shall have one vote, and on a poll every member present in person or where a corporate representative is allowed, by a duly authorised corporate representative or by proxy, shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this Bye-Law as paid up on the share). On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. (modified by Bye-Law 182(B) & by Special Resolutions on 30/12/1996 and 29/12/2005)

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• Abstention from 76A. Where any member is, under the Listing Rules, required to abstain from or restriction to voting on any particular resolution or restricted to voting only for or only voting against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted. (inserted by Special Resolution on 22/12/2004)

• Votes in respect 77. Any person entitled under Bye-Law 46 to be registered as the holder of of deceased and any shares may vote at any general meeting in respect thereof in the same bankrupt members manner as if he were the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned or postponed meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof. (modified by Special Resolution on 17/12/2021)

Joint holders

1. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto: but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands first shall for the purposes of this Bye-Law be deemed joint holders thereof.

2. Votes of member 79. A member of unsound mind or in respect of whom an order has been made of unsound mind by any court having jurisdiction in lunacy may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may on a poll vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be delivered to such place or one of such places (if any) as is specified in accordance with these Bye-Laws for the deposit of instruments of proxy or, if no place is specified, at the Registration Office.

3. Qualification for 80. (A) Save as expressly provided in these Bye-Laws, no person other than voting a member duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another member) either personally or by proxy or to be reckoned in a quorum, at any general meeting.

   • (B) No objection shall be raised to the qualification of any voter except at the meeting or adjourned or postponed meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman, whose decision shall be final and conclusive. (modified by Special Resolution on 17/12/2021)

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Proxies

1. Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally or where a corporate representative is allowed, by a duly authorised corporate representative or by proxy. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. In addition, a proxy or proxies representing either an individual member or a member which is a corporation, shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise, including the right to vote individually on a show of hands. (modified by Bye-Law 182(C) and Special Resolution on 30/12/1996)

2. Instrument 82. The instrument appointing a proxy shall be in writing under the hand of the appointing proxy appointor or of his attorney duly authorised in writing, or if the appointor is to be in writing a corporation, either under seal or under the hand of an officer or attorney duly authorised.

3. Appointment of 83. The instrument appointing a proxy and the power of attorney or other proxy must be authority, if any, under which it is signed or a notarially certified copy deposited of that power or authority shall be deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the instrument of proxy issued by the Company (or, if no place is specified, at the Registration Office) not less than forty-eight hours before the time for holding the meeting or adjourned or postponed meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in a case where the meeting was originally held within twelve months from such date. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked. (modified by Special Resolution on 17/12/2021)

Form of proxy

1. Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve.

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Authority under instrument appointing proxy

1. The instrument appointing a proxy to vote at a general meeting shall; (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit. Provided that any form issued to a member for use by him for appointing a proxy to attend and vote at a special general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the member, according to his intentions, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates. (modified by Special Resolution on 17/12/2021)

2. When vote by 86. A vote given in accordance with the terms of an instrument of proxy or proxy valid though power of attorney or by the duly authorised corporate representative of a authority revoked corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registration Office, or at such other place as is referred to in Bye-Law 83, at least two hours before the commencement of the meeting or adjourned or postponed meeting at which the proxy is used. (modified by Special Resolutions on 30/12/1996 and 17/12/2021)

3. Corporation acting 87. (A) Any corporation which is a member of the Company may, by by representatives resolution of its directors or other governing body or by power of at meetings attorney, authorise such person as it thinks fit to act as its corporate representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company. References in these ByeLaws to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised corporate representative or by one or more proxies. Nothing contained in this Bye-Law shall prevent a corporation which is a member of the Company from appointing one or more proxies to represent it pursuant to Bye-Law 81. (modified by Special Resolution on 30/12/1996)

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• (B) Where a member is a clearing house (or its nominee(s) and, in each case, being a corporation), it may authorise such person(s) as it thinks fit to act as its representative(s) or proxy(ies) at any meeting of the Company or at any meeting of any class of members provided that the authorisation or proxy form shall specify the number and class of shares in respect of which each such representative or proxy is so authorised. Each person so authorised under the provisions of this Bye-Law shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation or proxy form including the rights to vote individually on a show of hands. (inserted, replaced and modified by Special Resolutions on 30/12/1996, 29/12/2005 and 30/10/2009 respectively)

REGISTERED OFFICE

Registered office

1. The Registered Office of the Company shall be at such place in Bermuda as the Board shall from time to time appoint.

BOARD OF DIRECTORS

• Constitution of 89. The number of Directors shall not be less than two. The Board shall cause Board to be kept a register of the Directors and Secretaries. Alternate Directors 90. The Company in general meeting may by ordinary resolution elect a person or persons qualified to be Directors to act as Directors in the alternative to any of the Directors of the Company or may authorise the Board to appoint such alternate Directors. Any alternate Director may be removed by the Company in general meeting by ordinary resolution and, if appointed by the Board, may be removed by the Board and, subject thereto, the office of alternate Director shall continue until the next annual election of Directors in accordance with Bye-Law 99 or, if earlier, the date on which the relevant Director ceases to be a Director. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director.

• Rights of alternate 91. A Director may at any time, by notice in writing signed by him delivered to Directors the Registered Office of the Company or at the Head Office or at a meeting of the Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment. If such person is not another Director such appointment unless previously approved by the Board shall have effect only upon and subject to being so approved. The appointment of an alternate Director shall determine on the happening of any event which were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director. (replaced by Bye-Law 182(D))

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• No qualification 92. A Director or an alternate Director shall not be required to hold any shares for qualification shares but shall nevertheless be entitled to attend and speak Directors at all general meetings of the Company and of any class of members of the Company. (replaced by Bye-Law 182(E))

• Directors’ 93. The Directors shall be entitled to receive by way of remuneration for their remuneration services as Directors such sum as shall from time to time be determined by the Company in general meeting, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the Board may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors fees.

• Directors’ 94. The Directors shall also be entitled to be repaid all travelling, hotel and expenses other expenses reasonably incurred by them respectively in or about the performance of their duties as directors, including their expenses of travelling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.

• Special 95. The Board may grant special remuneration to any Director who, being remuneration called upon, shall perform any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be arranged.

• Remuneration 96. (A) Notwithstanding Bye-Laws 93, 94 and 95, the remuneration of of Managing a managing Director, joint managing Director, deputy managing Directors Director or other executive Director or a Director etc. appointed to any other office in the management of the Company may from time to time be fixed by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to his remuneration as a Director.

• Payments for (B) Payments to any director or past director of the Company of any sum compensation for by way of compensation for loss of office or as consideration for or loss of office in connection with his retirement from office (not being a payment to which the director is contractually entitled) must be approved by the Company in general meeting.

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• When office of 97. (A) A Director shall vacate his office:– Director to be vacated (i)

• (i) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally;

• (ii) if he becomes a lunatic or of unsound mind;

• (iii) if he absents himself from the meetings of the Board during a continuous period of six months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office;

• (iv) if he becomes prohibited by law from acting as a Director;

• (v) if by notice in writing delivered to the Company at its Registered Office or at the Head Office he resigns his office;

• (vi) if he shall be removed from office by Ordinary Resolution of the Company under Bye-Law 104.

(modified by Special Resolution on 22/12/2004)

• (B) No Director shall be required to vacate office or be ineligible for re-election or re-appointment as a Director, and no person shall be ineligible for appointment as a Director by reason only of his having attained any particular age.

Director’s interests

1. (A) Subject to the Companies Act, a Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board my determine, and such extra remuneration shall be in addition to any remuneration provided for, by or pursuant to any other Bye-Law.

2. (B) A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

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• (C) A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the members for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.

• (D) A Director shall not vote or be counted in the quorum on any resolution of the Board concerning his own appointment as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).

• (E) Where arrangements are under consideration concerning the appointment (including the arrangement or variation of the terms thereof, or the termination thereof) of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment (or the arrangement or variation of the terms thereof, or the termination thereof) and except (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director together with any of his close associates own 5 per cent. or more of the issued shares of any class of the equity share capital of such company or of the voting rights of any class of shares of such company. (modified by Special Resolution on 17/12/2021)

• (F) Subject to the Companies Act and to the next paragraph of this ByeLaw, no Director or proposed or intended Director or his close associates shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director or his close associates is/are in any way interested be liable to be avoided, nor shall any Director or his close associates so contracting or being so interested be liable to account to the Company or the members for any remuneration, profit or other benefits realised by any such contract or arrangement, by reason only of such Director holding that office or the fiduciary relationship thereby established. (replaced and modified by Special Resolutions on 22/12/2004 and 17/12/2021 respectively)

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• (G) A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest or that of his close associates at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest or that of his close associates then exists, or in any other case at the first meeting of the Board after he knows that he or any of his close associates is/are or has/have become so interested. For the purposes of this Bye-Law, a general notice to the Board by a Director to the effect that (a) he or any of his close associates is/are member(s) of a specified company or firm and is/are to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm or (b) he or any of his close associates is/are to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him or any of them, shall be deemed to be a sufficient declaration of interest under this Bye-Law in relation to any such contract or arrangement; provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given. (replaced and modified by Special Resolutions on 22/12/2004 and 17/12/2021 respectively)

• (H) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or proposal in which he is or any of his close associates are to his knowledge materially interested, and if he shall do so his vote shall not be counted (nor shall he counted in the quorum for that resolution), but this prohibition shall not apply to any of the following matters namely:–

• (i) any contract or arrangement for the giving by the Company of any security or indemnity to the Director or his close associates in respect of money lent or obligation incurred or undertaken by him or any of them for the benefit of the Company or any of its subsidiaries;

• (ii) any contract or arrangement for the giving by the Company of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associates has/have himself/ themselves guaranteed or secured in whole or in part;

• (iii) any contract or arrangement by the Director or his close associates to subscribe for shares or debentures or other securities of the Company to be issued pursuant to any offer or invitation to the members or debenture holders or to the public which does not provide the Director or his close associates any privilege not accorded to any other members or debenture holders or to the public;

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• (iv) any contract or arrangement concerning an offer of the shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his close associates is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

• (v) any contract or arrangement in which the Director or his close associates is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his interest or that of his close associates in shares or debentures or other securities of the Company;

• (vi) any contract or arrangement concerning any other company in which the Director or any of his close associates is/are interested directly or indirectly whether as officer(s) or executive(s) or shareholder(s) other than a company in which the Director together with any of his close associates own five (5) per cent. or more of the issued shares of any class of the equity share capital of such company or of the voting rights of any class of shares of such company;

• (vii) any proposal or arrangement for the benefit of employees of the Company or its subsidiaries including the adoption; modification or operation of a pension fund or retirement, death or disability benefit scheme which relates both to Directors or his close associates and employees of the Company or of any of its subsidiaries and does not give the Director or his close associates any privilege not generally accorded to the class of persons to whom such scheme or fund relates; and

• (viii) any proposal concerning the adoption, modification or operation of any employees’ share scheme involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of the employees of the Company or its subsidiaries under which the Director or his close associates may benefit.

(replaced and modified by Special Resolutions on 22/12/2004 and 17/12/2021 respectively)

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• (I) A company shall be deemed to be a company in which a Director and/ or his close associate(s) owns 5 per cent. or more of the issued shares of any class of the equity share capital of such company or of the voting rights of any class of shares of such company if and so long as (but only if and so long as) he and/or his close associate(s) is (either directly or indirectly) the holder of or beneficially interested in 5 per cent. or more of any class of the equity share capital of such company (or of any third company through which his interest or that of his close associate(s) is derived) or of the voting rights of any class of shares available to members of the company. For the purpose of this paragraph there shall be disregarded any shares held by a Director or his close associate(s) as bare or custodian trustee and in which he or his close associate(s) has no beneficial interests, any shares comprised in a trust in which the Director’s interests or that of his close associate(s) are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his close associate(s) is interested only as a unit holder. (replaced and modified by Special Resolutions on 29/12/2005 and 17/12/2021 respectively)

• (J) Where a company in which a Director and/or his close associate(s) holds 5 per cent. or more of any class of the equity share capital of such company or of the voting rights of any class of shares available to members of the company is materially interested in a transaction, then that Director and/or his close associate(s) shall also be deemed materially interested in such transaction. (replaced and modified by Special Resolutions on 29/12/2005 and 17/12/2021 respectively)

• (K) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director or his close associate(s) (other than the Chairman of the meeting) or as to the entitlement of any Director (other than such Chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the Chairman of the meeting and his ruling in relation to such other Director or his close associate(s) shall be final and conclusive except in a case where the nature or extent of the interest of the Director or his close associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the Chairman of the meeting or his close associate(s), such question shall be decided by a resolution of the Board (for which purpose such Chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interests of such Chairman or his close associate(s) as known to such Chairman has not been fairly disclosed to the Board. (replaced and modified by Special Resolutions on 29/12/2005 and 17/12/2021 respectively)

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APPOINTMENT AND RETIREMENT OF DIRECTORS

Rotation and retirement of Directors

1. (A) At each annual general meeting, Directors for the time shall retire by rotation as follows:–

2. (i) at least one-third of the Directors, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation. In this connection, the Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation under this paragraph) any Director who wishes to retire and not to offer himself for re-election. Any further Director so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Bye-Law 102 shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation under this paragraph; and

3. (ii) any Director (not already obliged to retire by rotation under paragraph (i) above) who at such annual general meeting, shall have been a Director at each of the preceding two general meetings of the Company and who was not elected or re-elected at such annual general meeting, and who has not otherwise ceased to be a Director (whether by resignation, retirement, removal or otherwise) and been re-elected at a general meeting of the Company at or since any of the preceding two annual general meetings of the Company aforementioned.

(replaced by Bye-Law 182(F) and Special Resolution on 29/12/2005 respectively)

• (B) A retiring Director shall be eligible for re-election. The Company at any general meeting at which any Directors retire may fill the vacated offices.

• Retiring Directors 100. If at any general meeting at which an election of Directors ought to take to remain in office place, the places of the retiring Directors are not filled, the retiring Directors until successors or such of them as have not had their places filled shall be deemed to have appointed been re-elected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled, unless:–

• (i) it shall be determined at such meeting to reduce the number of Directors; or

• (ii) it is expressly resolved at such meeting not to fill up such vacated offices; or

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• (iii) in any such case the resolution for re-election of a Director is put to the meeting and lost; or

• (iv) such Director has given notice in writing to the Company that he is not willing to be re-elected.

• Power of general 101. The Company in general meeting shall from time to time fix and may from meeting to increase time to time by Ordinary Resolution, increase or reduce the maximum and or reduce number minimum number of Directors but so that the number of Directors shall of Directors never be less than two.

Appointment of Directors

1. (A) The Company may from time to time in general meeting by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following annual general meeting of the Company (in the case of an addition to the Board) or until the next general meeting of the Company (in the case of filling a causal vacancy) and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. (modified by Special Resolution on 22/12/2006)

   • (B) The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the members in general meeting. Any Director so appointed shall hold office only until the next following annual general meeting of the Company (in the case of an addition to the Board) or until the next general meeting of the Company (in the case of filling a causal vacancy) and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. (modified by Special Resolution on 22/12/2006)

2. Notice to be given 103. No person, other than a retiring Director, shall, unless recommended by which person the Board for election, be eligible for election to the office of Director at proposed for any general meeting, unless notice in writing of the intention to propose election that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the Head Office or the Registration Office at least seven days before the date of the general meeting. The period for lodgment of the notices required under this ByeLaw will commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting. (replaced by Special Resolution on 22/12/2004)

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Power to Director by ordinary resolution

1. The Company may by Ordinary Resolution remove any Director (including a Managing Director or other Executive Director) before the expiration of his period of office notwithstanding anything in these Bye-Laws or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may elect another person in his stead. Any person so elected shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. (modified by Special Resolution on 22/12/2004)

BORROWING POWERS

Power to borrow

1. The Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof.

2. Conditions on 106. The Board may raise or secure the payment or repayment of such sum or which money may sums in such manner and upon such terms and conditions in all respects as be borrowed it thinks fit and in particular by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for and debt, liability or obligation of the Company or of any third party.

3. Assignment 107. Debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

4. Special privileges 108. Any debentures, debenture stock, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

5. Register of charges 109. (A) The Board shall cause a proper register to be kept of all mortgages to be kept and charges specifically affecting the property of the Company and shall duly comply with such provisions of the Companies Act with regard to the registration of mortgages and charges as may be specified or required.

6. Register of (B) If the Company issues a series of debentures or debenture stock not debentures or transferrable by delivery, the Board shall cause a proper register to be debenture stock kept of the holders of such debentures.

7. Mortgage of 110. Where any uncalled capital of the Company is charged, all persons taking uncalled capital any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge.

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MANAGING DIRECTORS, ETC.

Powers to appoint managing Directors, etc.

Removal of Managing Director, etc.

Cessation of appointment

Powers may be delegated

1. The Board may from time to time appoint any one or more of its body to the office of managing Director, joint managing Director, deputy managing Director or other Executive Director and/or such other office in the management of the business of the Company as it may decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Bye-Law 96.

2. Every Director appointed to an office under Bye-Law 111 hereof shall, but without prejudice to any claim for damage for breach of any contract of service between himself and the Company, be liable to be dismissed or removed therefrom by the Board.

3. A Director appointed to an office under Bye-Law 111 shall be subject to the same provisions as to rotation, resignation and removal as the other Directors of the Company, and he shall ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

4. The Board may from time to time entrust to and confer upon a managing Director, joint managing Director, deputy managing Director or executive Director all or any of the powers of the Board that it may think fit Provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.

MANAGEMENT

General powers of Company vested in Board

1. (A) The management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities by these Bye-Laws expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Statutes expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Statutes and of these Bye-Laws and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions of these Bye-Laws, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

2. (B) Without prejudice to the general powers conferred by these ByeLaws, it is hereby expressly declared that the Board shall have the following powers:–

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• (i) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed; and

• (ii) to give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

MANAGERS

Appointment and remuneration of manager

• Tenure of office and powers

• Terms and conditions of appointment

• The Board may from time to time appoint a general manager, manager or managers of the business of the Company and may fix his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.

• The appointment of such general manager, manager or managers may be for such period as the Board may decide and the Board may confer upon him or them all or any of the powers of the Board and such title or titles as they may think fit.

• The Board may enter into such agreement or agreements with any such general manager, manager or managers upon such terms and conditions in all respects as the Board may in their absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.

CHAIRMAN AND OTHER OFFICERS

Chairman

1. The Board may from time to time elect one of its body to the office of President of the Company and another to be the Vice-President of the Company and may from time to time elect or otherwise appoint one of its body to the office of Chairman of the Company and another to be the Deputy Chairman of the Company and may from time to time elect or otherwise appoint other officers and determine the period, for which each of them is to hold office. The Chairman (if any), or in his absence the Deputy Chairman (if any) shall preside at meetings of the Board, or if no such Chairman or Deputy Chairman is elected or appointed, or if at any meeting the Chairman or the Deputy Chairman is not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be Chairman of such meeting. All the provisions of Bye-Laws 112, 113 and 114 shall mutatis mutandis apply to any Directors elected or otherwise appointed to any office in accordance with the provisions of this Bye-Law. (modified by Bye-Law 182(G) and replaced by Special Resolution on 14/12/2007)

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PROCEEDINGS OF THE DIRECTORS

• Meeting of the 120. The Board may meet together for the despatch of business, adjourn and Board, quorum, otherwise regulate its meetings and proceedings as it thinks fit and may etc. determine the quorum necessary for the transaction of business. Unless otherwise determined two Directors shall be a quorum. For the purpose of this Bye-Law an alternate Director shall be counted in a quorum but, notwithstanding that an alternate Director is also a Director or is an alternate for more than one Director, he shall for quorum purposes count as only one Director. Any Director may participate in a meeting of the Board or and Committee of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.

• Convening of 121. A Director may, and on the request of a Director the Secretary shall, at any Board meeting time summon a meeting of the Board which may be held in any part of the world provided that no such meeting shall be summoned to be held outside the territory in which the Head Office is for the time being situate without the prior approval of the Directors. Notice thereof shall be given to each Director and alternate Director either in writing or by telephone or by email or other electronic communications at the address from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine. A Director absent or intended to be absent from the territory in which the Head Office is for the time being situate may request the Board that notices of Board meetings shall during his absence be sent in writing to him at his last known address or any other address given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to Directors not so absent and in the absence of any such request it shall not be necessary to give notice of a Board meeting to any Director who is for the time being absent from such territory. A Director may waive notice of any meeting either prospectively or retrospectively. (modified by Special Resolution on 17/12/2021)

• How questions to 122. Questions arising at any meeting of the Board shall be decided by a majority be decided of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.

• Powers of meeting 123. A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Bye-Laws for the time being vested in or exercisable by the Board generally.

• Power to appoint 124. The Board may delegate any of its powers to committees consisting of such committee and to member or members of its body and such other persons as the Board thinks delegate fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.

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Act of committee to be of same effect as acts of Board

1. All acts done by any such committee in conformity with such regulations and in fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company.

2. Proceedings of 126. The meetings and proceedings of any such committee consisting of two or committee more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Bye-Law 124.

3. When acts 127. All acts bona fide done by any meeting of the Board or by any such of Board or committee or by any person acting as a Director shall, notwithstanding committee that it shall be afterwards discovered that there was some defect in the to be valid appointment of such Director or persons acting as aforesaid or that they notwithstanding or any of them were disqualified, be as valid as if every such person had defects been duly appointed and was qualified to be a Director or member of such committee.

4. Directors’ powers 128. The continuing Directors may act notwithstanding any vacancy in their when vacancies body, but, if and so long as their number is reduced below the number fixed exist by or pursuant to these Bye-Laws as the necessary quorum of Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

5. Directors’ 129. A resolution in writing signed by all the Directors except such as are absent resolutions from the territory in which the Head Office is for the time being situate or temporarily unable to act through ill-health or disability (or their alternate Directors) shall (so long as such a resolution shall be signed by at least two Directors or their alternates and provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings) be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors.

MINUTES

Minutes of proceedings of meetings and Directors

1. (A) The Board shall cause minutes to be made of:–

2. (i) all appointments of officers made by the Board;

3. (ii) the names of the Directors present at each meeting of the Board and of committees appointed pursuant to Bye-Law 124; and

4. (iii) all resolutions and proceedings at all meetings of the Company and of the Board and of such committees.

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• (B) Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

• (C) The Directors shall duly comply with the provisions of the Companies Act in regard to keeping a Register of Members and to the production and furnishing of copies of or extracts from such Register.

• (D) Any register, index, minute book, book of account or other book required by these presents or the Statutes to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner which shall include, without prejudice to the generality thereof, recording by means of magnetic tape, microfilm, computer or any other non-manual system of recording. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating its discovery.

SECRETARY

• Appointment of 131. The Secretary shall be appointed by the Board for such term, at such Secretary remuneration and upon such conditions as it may think fit, and any Secretary so appointed may be removed by the Board. Anything by the Statutes or these Bye-Laws required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, of if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specially on behalf of the Board. The Secretary shall ordinarily reside in Hong Kong. (modified by Special Resolution on 22/12/2004)

• Duties of the 132. The duties of the Secretary shall be those prescribed by the Companies Act Secretary and these Bye-Laws, together with such other duties as may from time to time be prescribed by the Board.

• Same person 133. A provision of the Statutes or of these Bye-Laws requiring or authorising a not to act in two thing to be done by or to a Director and the Secretary shall not be satisfied capacities at once by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

• GENERAL MANAGEMENT AND USE OF THE SEAL

• Custody of Seal 134. (A) The Board may authorise the production of one or more Seals. The Directors shall provide for the safe custody of each Seal, and no Seal shall be used without the authority of the Directors or a committee authorised by the Directors in that behalf.

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In the event that the Board does not authorise the production of a Seal, any document required to be under Seal or executed as a deed on behalf of the Company shall be signed or executed by any person authorised by the Board for that purpose. (replaced by Special Resolution on 14/12/2007)

The Seal

• (B) Subject to these Bye-Laws, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary, or by two Directors, or by any person or persons (including a Director and/or the Secretary) authorised by the Board for that purpose, provided that as regards any certificates for shares or debentures or other securities of the Company the Directors may by resolution determine that such signature or either of them shall be dispensed with or affixed by some method or system of mechanical signature other than autographic as specified in such resolution or that such certificates need not be signed by any person. (replaced by Special Resolution on 14/12/2007)

Securities Seal

• (C) The Company may have a Securities Seal for use for sealing certificates for shares or other securities issued by the Company and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such Securities Seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid.

• Cheques 135. All cheques, promissory notes, drafts, bills of exchange and other negotiable and banking instruments, and all receipts for moneys paid to the Company shall be arrangements signed, drawn, accepted, indorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

Power to appoint attorney

1. (A) The Board may from time to time and at any time, by power of attorney, appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him. (replaced by Special Resolution on 14/12/2007)

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Execution of deeds

• (B) The Company may in writing empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds and instruments on its behalf and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company shall bind the Company. (replaced by Special Resolution on 14/12/2007)

• Regional or local 137. The Board may establish any committees, regional or local board or boards agencies for managing any of the affairs of the Company, either in the Relevant Territory or elsewhere, and may appoint any persons to be members of such committees, regional or local boards or agencies and may fix their remuneration, and may delegate to any committee, regional or local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any regional or local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

• Power to establish 138. The Board may establish and maintain or procure the establishment pension funds and maintenance of any contributory or non contributory pension or superannuation funds for the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or office in the Company or such other company, and the spouses, widows, widowers, families and dependants of any such persons. The Board may also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

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AUTHENTICATION OF DOCUMENTS

Power to authenticate

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

CAPITALISATION OF RESERVES

• Power to capitalise 140. (A) The Company in general meeting may, upon the recommendation of the Board, resolve to capitalise any part of the Company’s reserves (including any contributed surplus account and also including any share premium account or other undistributable reserve, but subject to the provisions of the law with regard to unrealised profits) or undivided profits not required for the payment or provision of the dividend on any shares with a preferential right to dividend, and accordingly that such part be sub-divided amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions, on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures or other securities of the Company to be allotted and distributed credited as fully paid to and amongst such members in the proportion aforesaid, or partly in one way and partly in the other provided that for the purpose of this Bye-Law, any amount standing to the credit of any share premium account may only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid up shares.

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Effect of resolution to capitalise

• (B) Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the reserves or profits and undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Bye-Law, the Board may settle any difficulty which may arise in regard to a capitalisation issue as they think fit, and in particular may disregard fractional entitlements or round the same up or down and may determine that cash payments shall be made to any members in lieu of fractional entitlements or that fractions of such value as the Board may determine may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members concerned. The Board may appoint any person to sign on behalf of the persons entitled to share in a capitalisation issue a contract for allotment and such appointment shall be effective and binding upon all concerned, and the contract may provide for the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.

DIVIDENDS AND RESERVES

• Power to declare 141. The Company in general meeting may declare dividends in any currency but dividends no dividends shall exceed the amount recommended by the Board. Board’s power 142. (A) The Board may subject to Bye-Law 143 from time to time pay to the to pay interim members such interim dividends as appear to the Board to be justified dividends by the position of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer to the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or nonpreferential rights.

• (B) The Board may also pay half-yearly or at other suitable intervals to be settled by them any dividend which may be payable at a fixed rate if the Board is of the opinion that the profits justify the payment.

• Dividend not to be 143. (A) No dividend shall be paid otherwise than out of profits available for paid out of capital distribution (such profits being ascertained in accordance with the Companies Act). Distribution may also be made out of contributed surplus.

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

• (C) Subject to Bye-Law 143 (D) all dividends and other distributions in respect of shares in the Company shall be stated and discharged, in the case of shares denominated in Hong Kong dollars, in Hong Kong dollars, and in the case of shares denominated in United States dollars, in United States dollars, provided that, in the case of shares denominated in Hong Kong dollars, the Board may determine in the case of any distribution that shareholders may elect to receive the same in United States dollars or any other currency selected by the Board, conversion to be effected at such rate of exchange as the Board may determine.

• (D) If, in the opinion of the Board, any dividend or other distribution in respect of shares or any other payment to be made by the Company to any shareholder is of such a small amount as to make payment to that shareholder in the relevant currency impracticable or unduly expensive either for the Company or the shareholder then such dividend or other distribution or other payment may, at the discretion of the Board, be paid or made in the currency of the country of the relevant shareholder (as indicated by the address of such shareholder on the register).

• Notice of the declaration of an interim dividend shall be given by advertisement in the Relevant Territory and in such other territory or territories as the Board may determine and in such manner as the Board shall determine.

• No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.

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• Dividend in specie 146. Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, with or without offering any rights to shareholders to elect to receive such dividend in cash, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members concerned, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend and such appointment shall be effective. Where requisite, the Board may appoint any person to sign a contract on behalf of the persons entitled to the dividend and such appointment shall be effective. The Board may resolve that no such assets shall be made available or made to shareholders with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the shareholders aforesaid shall be to receive cash payments as aforesaid. Shareholders affected as a result of the foregoing sentence shall not be or be deemed to be, a separate class of shareholders for any purpose whatsoever.

Scrip dividends

1. (A) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve:–

either

• (i) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the shares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:–

• (a) the basis of any such allotment shall be determined by the Board;

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• (b) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

• (c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

• (d) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in lieu and in satisfaction thereof shares shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, contributed surplus account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the nonelected shares on such basis.

or

• (ii) that shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit on the basis that the shares so allotted shall be of the same class or classes as the class or classes of shares already held by the allottee. In such case, the following provisions shall apply:–

• (a) the basis of any such allotment shall be determined by the Board;

• (b) the Board, after determining the basis of allotment, shall give not less than two weeks notice in writing to the shareholder of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

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  - (c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

  - (d) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, contributed surplus account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the elected shares on such basis.

• (B) The shares allotted pursuant to the provisions of paragraph (A) of this Bye-Law shall rank pari passu in all respects with the shares then in issue save only as regards participation:–

• (i) in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or

• (ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend

unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph (A) of this Bye-Law in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (A) of this ByeLaw shall rank for participation in such distribution, bonus or rights.

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

• (D) The Company may upon the recommendation of the Board by Special Resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (A) of this Bye-Law a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

• (E) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (A) of this Bye-Law shall not be made available or made to any shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.

Reserves

1. The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute by way of dividend.

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• Dividends to be paid in proportion to paid up capital

• Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purposes of this Bye-Law no amount paid on a share in advance of calls shall be treated as paid on the share.

• Retention of 150. (A) The Board may retain any dividends or other moneys payable on or dividends etc. in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

Deduction of debts

• (B) The Board may deduct from any dividend or bonus payable to any member all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.

• Dividend and call 151. Any general meeting sanctioning a dividend may make a call on the together members of such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him, and so that the call shall be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the member, be set off against the call.

• Effect of transfer 152. A transfer of shares shall not pass the right to any dividend or bonus declared thereon before the registration of the transfer.

• Receipt for 153. If two or more persons are registered as joint holders of any share, any dividends by joint one of such persons may give effectual receipts for any dividends, interim holders of share dividends or bonuses and other moneys payable in respect of such shares.

• Payment by post 154. Unless otherwise directed by the Board, any dividend or bonus may be paid by cheque or warrant sent through the post to the registered address of the member entitled, or, in case of joint holders, to the registered address of that one whose name stands first in the register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent, and the payment of any such cheque or warrant shall operate as a good discharge to the Company in respect of the dividend and/or bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged.

• Unclaimed 155. All dividends or bonuses unclaimed for one year after having been declared dividend may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the Board and shall revert to the Company.

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1. Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same shall be payable or distributable to the persons registered as the holder of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Bye-Law shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the members.

DISTRIBUTION OF REALISED CAPITAL PROFITS

• Distribution of 157. The Company in general meeting may at any time and from time to time realised capital resolve that any surplus moneys in the hands of the Company representing profits capital profits arising from moneys received or recovered in respect of or arising from the realisation of any capital assets of the Company or any investments representing the same and not required for the payment or provision of any fixed preferential dividend instead of being applied in the purchase of any other capital assets or for other capital purposes be distributed amongst the ordinary shareholders on the footing that they receive the same as capital and in the shares and proportions in which they would have been entitled to receive the same if it had been distributed by way of dividend, provided that no such profits as aforesaid shall be so distributed unless there shall remain in the hands of the Company a sufficiency of other assets to answer in full the whole of the liabilities and paid-up share capital of the Company for the time being.

ANNUAL RETURNS

• Annual returns 158. The Board shall make or cause to be made such annual or other returns or fillings as may be required to be made in accordance with the Statutes.

ACCOUNTS

• Accounts to be 159. The Board shall cause true accounts to be kept of the sums of money kept received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and of the property, assets, credits and liabilities of the Company and of all other matters required by the Statutes or necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions.

• Where accounts 160. The books of account shall be kept at the Head Office or at such other place to be kept or places as the Board thinks fit and shall always be open to the inspection of the Directors provided that such records as are required by the Statutes shall also be kept at the Registered Office.

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Inspection by members

Annual profit and loss account and balance sheet

Annual report of Directors and balance sheet to be sent to members

1. No member (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by the Statutes or ordered by a court of competent jurisdiction or authorised by the Board or the Company in general meeting.

2. (A) The Board shall from time to time cause to be prepared and laid before the Company at its annual general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Statutes.

3. (B) Every balance sheet of the Company shall be signed on behalf of the Board by two of the Directors and, subject to paragraph (C) of ByeLaw 162, a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its annual general meeting, together with a copy of the Directors’ report and a copy of the Auditors’ report, shall not less than twenty-one days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company and every other person entitled to receive notices of general meetings of the Company under the provisions of the Companies Act or these Bye-Laws, provided that this Bye-Law shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures, but any member or holder of debentures to whom a copy of those documents has not been sent shall be entitled to receive a copy free of charge on application at the Head Office or the Registration Office. If all or any of the shares or debentures of the Company shall for the time being be (with the consent of the Company) listed or dealt in on any stock exchange, there shall be forwarded to the appropriate officer of such stock exchange such number of copies of such documents as may for the time being be required under its regulations or practice. (modified by Special Resolution on 29/12/2005)

4. (C) The Company may send summarised financial statements to members of the Company who has, in accordance with the Statutes and any applicable rules of the stock exchange of the Relevant Territory, consented and elected to receive summarised financial statements instead of the full financial statements. The summarised financial statements must be accompanied by an auditor’s report and notice informing the member how to notify the Company that he elects to receive the full financial statements. The summarised financial statements, notice and auditor’s report must be sent not less than twenty-one days before the general meeting to those members that consented and elected to receive the summarised financial statements. Subject to Section 88 of the Companies Act, the Company shall send the full financial statements to a member within seven days of receipt of the member’s election to receive the full financial statements. (inserted by Special Resolution on 29/12/2005)

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• (D) The requirement to send to a person referred to in paragraph (B) of this Bye-Law the documents referred to in that paragraph or summarised financial statements in accordance with paragraph (C) of this Bye-Law shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the stock exchange of the Relevant Territory, the Company publishes copies of the documents referred to in paragraph (B) of this Bye-Law and, if applicable, summarised financial statements complying with paragraph (C) of this ByeLaw, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents. (inserted by Special Resolution on 29/12/2005)

AUDITORS

Appointment of Auditors

1. (A) Auditors shall be appointed and the terms and tenure of such appointment and their duties at all times regulated in accordance with the provisions of the Companies Act.

   • (B) The Company shall at each annual general meeting appoint one or more auditors to hold office until the conclusion of the next annual general meeting, but if an appointment is not made, the Auditor or Auditors in office shall continue in office until a successor is appointed. A Director, officer or employee of the Company or of any of its subsidiaries or a partner, officer or employee of any such Directors, officer or employee shall not be capable of being appointed Auditor of the Company. The Board may fill any casual vacancy in the office of Auditor, but while any such vacancy continues the surviving or continuing Auditor or Auditors (if any) may act. Subject as otherwise provided by the Companies Act, the remuneration of the Auditor or Auditors shall be fixed by or on the authority of the Company in the annual general meeting except that in any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board and the remuneration of any Auditor appointed to fill any casual vacancy may be fixed by the Directors.

2. Auditors to have 164. The Auditor or Auditors of the Company shall have a right of access at all right of access times to the books and accounts and vouchers of the Company and shall to books and be entitled to require from the Directors and officers of the Company such accounts information as may be necessary for the performance of his or their duties, and the Auditor or Auditors shall make a report to the members on the accounts examined by him or them and on every balance sheet, consolidated balance sheet and consolidated profit and loss account intended to be laid before the Company in the annual general meeting during his or their tenure of office as required by the Statutes.

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Appointment of an Auditor other than a retiring Auditor

1. A person other than a retiring Auditor shall not be capable of being appointed Auditor at an annual general meeting unless notice of an intention to nominate that person to the office of Auditor has been given to the Company not less than twenty-one days before the annual general meeting, and the Company shall send a copy of any such notice to the retiring Auditor and shall give notice thereof to the members not less than seven days before the annual general meeting provided that the above requirements may be waived by notice in writing by the retiring Auditor to the Secretary provided that if after a notice of the intention to nominate an Auditor has been so given an annual general meeting is called for a date twenty-one days or less after that notice has been given, the notice, though not given within the time required by this provision, shall be deemed to have been properly given for the purposes thereof and the notice to be sent or given by the Company may instead of being sent or given within the time required by this provision be sent or given at the same time as the notice of the annual general meeting. (modified by Special Resolution on 29/12/2005)

2. Subject to the provisions of the Companies Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.

NOTICES

Service of notices

1. Any notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the stock exchange of the Relevant Territory), whether or not, to be given or issued under these ByeLaws from the Company to a member shall be:–

2. (a) in writing or by cable, email or facsimile transmission message or,

3. (b) to the extent permitted by the Statutes and any applicable rules of the stock exchange of the Relevant Territory, in other form of electronic transmission or communication,

and any such notice or document may be served by the Company on any member either:–

• (a) personally, or by sending it through the post in a prepaid letter, envelope or wrapper addressed to such member at his registered address as appearing in the register or at any other address supplied by him to the Company for the purpose, or by delivering or leaving it at such address as aforesaid, or, as the case may be and to the extent permitted by the Statutes and any applicable rules of the stock exchange of the Relevant Territory, by transmitting it to any such address or transmitting it to any email or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the notice being duly received by the member;

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• (b) by advertisement in the Newspapers; or

• (c) to the extent permitted by and in accordance with the Statutes and any applicable rules of the stock exchange of the Relevant Territory, by placing it on the Company’s website or the website of the stock exchange of the Relevant Territory and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the member by any of the means set out above. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders.

(replaced by Special Resolution on 29/12/2005 and modified by Special Resolutions on 30/10/2009 and 17/12/2021 respectively)

Members out of the Relevant Territory

When notice deemed to be served

1. Any member whose registered address is outside the Relevant Territory may notify the Company in writing of an address in the Relevant Territory which for the purpose of service of notice shall be deemed to be his registered address. Where the registered address of the member is outside the Relevant Territory, notice, if given through the post, shall be sent by airmail letter.

2. (A) Any notice or document sent by post shall be deemed to have been served or delivered on the day following that on which the envelope or wrapper containing the same is put into a post office situated within the Relevant Territory and in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or document was so addressed and put into such post office shall be conclusive evidence thereof. (modified by Special Resolutions on 29/12/2005 and 30/10/2009)

3. (B) Subject to due compliance with all applicable Statutes and any applicable rules of the stock exchange of the Relevant Territory, any notice or document sent by electronic communication shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice or document placed on the Company’s website or the website of the stock exchange of the Relevant Territory is deemed to be given by the Company to member on the day following that on which a notice of availability is deemed served on the member or the date on which the notice or document first appears on the website, whichever is later. (inserted and modified by Special Resolutions on 29/12/2005 and 30/10/2009 respectively)

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• (C) Subject to due compliance with all applicable Statutes and any applicable rules of the stock exchange of the Relevant Territory, any notice or document served or delivered in any other manner contemplated by these Bye-Laws shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other person appointed by the Board as to the fact and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof. (inserted by Special Resolution on 29/12/2005)

• (D) Any notice or document shall be given to a member in the English language and the Chinese language, subject to due compliance with all applicable Statutes and any applicable rules of the stock exchange of the Relevant Territory. (inserted by Special Resolution on 29/12/2005)

• Service of notice 170. A notice may be given by the Company to the person entitled to a share to persons entitled in consequence of the death, mental disorder or bankruptcy of a member on death, mental by sending it through the post in a prepaid letter, envelope or wrapper disorder or addressed to him by name, or by the title of representative of the deceased, bankruptcy or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

• Transferee to be 171. Any person who by operation of law, transfer or other means whatsoever bound by prior shall become entitled to any share shall be bound by every notice in respect notices of such share which prior to his name and address being entered on the register shall have been duly given to the person from whom be derives his title to such share.

• Notice valid 172. Any notice or document delivered or sent by post to, or left at the registered though member address of any member or otherwise served, delivered, despatched or deceased, bankrupt transmitted in accordance with Bye-Law 167 in pursuance of these presents, shall notwithstanding that such member be then deceased or bankrupt and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares. (modified by Special Resolution on 29/12/2005)

• How notice to be 173. The signature to any notice to be given by the Company may be written or signed printed.

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INFORMATION

Members not entitled to information

1. No member (not being a Director) shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company which in the opinion of the Board will be inexpedient in the interests of the members of the Company to communicate to the public.

WINDING UP

Modes of winding up Distribution of assets in winding up

Assets may be distributed in specie

1. A resolution that the Company be wound up by the Court or be wound up voluntarily shall be by way of Special Resolution.

2. If the Company shall be wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion to the capital paid up on the shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up on the shares held by them respectively, but all subject to the rights of any shares which may be issued on special terms and conditions.

3. If the Company shall be wound up (whether the liquidation is voluntary or by the Court) the liquidator may, with the sanction of a Special Resolution, divide among the members in specie or kind the whole or any part of the assets of the Company whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other assets upon which there is a liability.

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INDEMNITY

• Indemnity 178. Save and except so far as the provisions of this Bye-Law shall be avoided by any provisions of the Statutes, the Directors, managing Directors, alternate Directors, Auditors, Secretary and other officers for the time being of the Company and the trustees (if any) for the time being acting in relation to any of the affairs of the Company, and their respective executors or administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their executors or administrators, shall or may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own wilful neglect or default, fraud and dishonesty respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of any other of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects of the Company shall be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any moneys of the Company shall be placed out or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, except as the same shall happen by or through their own wilful neglect or default, fraud and dishonesty respectively.

UNTRACEABLE MEMBERS

• Company cease 179. Without prejudice to the rights of the Company under Bye-Law 155 and the sending dividend provisions of Bye-Law 180, the Company may cease sending such cheques warrants for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

Company may 180. The Company shall have the power to sell, in such manner as the Board sell shares of thinks fit, any shares of a member who is untraceable, but no such sale shall untraceable be made unless:– members

• (i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Bye-Laws of the Company have remained uncashed;

• (ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law;

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• (iii) the Company has caused an advertisement to be inserted in the Newspapers of its intention to sell such shares and a period of three months has elapsed since the date of such advertisement; and

• (iv) the Company has notified the stock exchange in the Relevant Territory of its intention of such sale.

For the purpose of the foregoing, “relevant period” means the period commencing twelve years before the date of publication of the advertisement referred to in paragraph (iii) of this Bye-Law and ending at the expiry of the period referred to in that paragraph.

To give effect to any such sale the Board may authorise any person to transfer the said shares and the instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such proceeds it shall become indebted to the former member for an amount equal to such net proceeds. No trusts shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Bye-Law shall be valid and effective notwithstanding that the member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

DESTRUCTION OF DOCUMENTS

Destruction of documents

1. Subject to the Company Act, the Company may destroy:–

2. (a) any share certificate which has been cancelled at any time after the expiry of one year from the date of such cancellation;

3. (b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two years from the date on which such mandate, variation, cancellation or notification was recorded by the Company;

4. (c) any instrument of transfer of shares which has been registered at any time after the expiry of six years from the date of registration; and

5. (d) any other document, on the basis of which any entry in the register is made, at any time after the expiry of six years from the date on which an entry in the register was first made in respect of it;

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and it shall conclusively be presumed in favour of the Company that every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:–

• (i) the foregoing provisions of this Bye-Law shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;

• (ii) nothing contained in this Bye-Law shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (i) above are not fulfilled; and

• (iii) references in this Bye-Law to the destruction of any document include reference to its disposal in any manner.

CHANGES IN APPLICABLE LAW

1. The following provisions, or any of them, shall have effect at any time and from time to time that they are not prohibited by or inconsistent with any provision of the Statutes:–

2. (A) Bye-Law 6(C) shall read as follows:–

   • “(C) Subject to the Statutes:–

   • (iii) the Company may in accordance with any scheme for the time being in force and approved by the members in general meeting provide directly or indirectly money or other financial assistance for the purpose of or in connection with the purchase of, or subscription for, fully or partly paid shares in the Company or any holding company of the Company, being a purchase of or subscription for shares by a trustee of or to be held by or for the benefit of employees of the Company, any of its subsidiaries, any holding company of the Company or any subsidiary of any such holding company including any director holding a salaried employment or office with or in any such company and so that the residual beneficiary of any such trust may be or include a charitable object; and

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

• (B) Bye-Law 76 shall be read as if the words “the holder of such proxy being himself a member” were omitted therefrom.

• (C) Bye-Law 81 shall be read as if the following were the third sentence thereof:–

• “A proxy need not be a member of the Company.”

• (D) Bye-Law 91 shall be read as follows:–

“Rights of 91. A Director may at any time, by notice in writing alternate signed by him delivered to the Registered Directors Office of the Company or at the Head Office or at a meeting of the Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment. If such person is not another Director such appointment unless previously approved by the Board shall have effect only upon and subject to being so approved. The appointment of an alternate Director shall determine on the happening of any event which were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director.”

• (E) Bye-Law 92 shall be read as follows:–

“No 92. A Director or an alternate Director shall not Qualification be required to hold any qualification shares shares for but shall nevertheless be entitled to attend and Director speak at all general meetings of the Company and of any class of members of the Company.”

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• (F) (repealed by Special Resolution on 29/12/2005)

• (G) (repealed by Special Resolution on 14/12/2007)

• (H) The following shall constitute Bye-Laws 183, 184 and 185 (in so far as not prohibited or inconsistent with any provision of the Statutes):–

RESIDENT REPRESENTATIVE

• Resident 183. Pursuant to the provisions of the Statutes, the Board shall, for so long as Representative the Company does not have a quorum of Directors ordinarily resident in Bermuda, appoint a Resident Representative as defined in the Statutes, to act on its behalf in Bermuda and to maintain all such records as may be required by the Statutes to be maintained in Bermuda and to make all necessary filings with the Ministry of Finance and Registrar of Companies in Bermuda as may be required by the Statutes and to fix his or their or its remuneration either by way of salary or fee for the period of the Resident Representative’s service to the Company.

MAINTENANCE OF RECORDS

Maintenance of Records

1. The Company shall keep at the office of its Resident Representative, in accordance with the provisions of the Statutes, the following:–

2. (i) minutes of all proceedings of general meetings of the Company;

3. (ii) all financial statements required to be prepared by the Company under the Companies Act together with the Auditor’s report thereon;

4. (iii) all records of account required by Section 83 of the Companies Act to be kept in Bermuda;

5. (iv) all such documents as may be required in order to provide evidence of the continued listing of the Company on an appointed stock exchange within the meaning of the Companies Act; and

6. (v) a register containing the names and addresses and occupations of the Directors of the Company.

SUBSCRIPTION RIGHT RESERVE

Subscription Right Reserve

1. (A) Subject to the Companies Act if, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions applicable under the terms and conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:–

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• (i) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Bye-Law) maintain in accordance with the provisions of this Bye-Law a reserve (the “Subscription Right Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (iii) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Right Reserve in paying up in full such difference in respect of such additional shares as and when the same are allotted;

• (ii) the Subscription Right Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than the share premium account and capital redemption reserve fund) have been used and will only be used to make good losses of the Company if and so far as is required by law;

• (iii) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:–

• (aa) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

• (bb) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par, and immediately upon such exercise so much of the sum standing to the credit of the Subscription Right Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholder; and

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• (iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, contributed surplus account, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment up and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

• (B) Shares allotted pursuant to the provisions of this Bye-Law shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (A) of this Bye-Law, no fraction of any share shall be allotted on exercise of the subscription rights.

• (C) The provisions of this Bye-Law as to the establishment and maintenance of the Subscription Right Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating, the provisions for the benefit of any warrantholder or class of warrantholders under this Bye-Law without the sanction of a special resolution of such warrantholders or class of warrantholders.

• (D) A certificate or report by the Auditors for the time being of the Company as to whether or not the Subscription Right Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Right Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Right Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

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RECORD DATES

1. Notwithstanding any other provision of these Bye-Laws the Company or the Board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made.

STOCK

1. The following provisions shall have effect at any time and from time to time that they are not prohibited or inconsistent with the Statutes: –

2. (1) The Company may by Ordinary Resolution convert any paid up shares into stock, and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.

3. (2) The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Board may from time to time, if it thinks fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock.

4. (3) The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.

5. (4) Such of the provisions of these Bye-Laws as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

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