LEFROY EXPLORATION LIMITED — AGM Information 2010

Nov 15, 2010

ASX ANNOUNCEMENT – USH

16 November 2010

NOTICE OF AGM

Please find attached a mailing sent to shareholders.

The Company’s Annual Report comprises only the documents released to the ASX on 30 September 2010.

James Beecher Director

U.S. Masters Holdings Limited

ARBN 052 123 930 Phone +612 8314 5580 Fax +612 8314 5555 Email info@ushmasters.com

Australian Registered Office: Suite 2 Level 40 88 Phillip Street Sydney NSW 2000 Australia Head Office: Palm Grove House Roadtown Tortola British Virgin Islands

www.ushmasters.com

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of U.S. Masters Holdings Ltd ARBN 052 123 930 (“ Company ”) will be held at the Registered Office of the Company at Palm Grove House, Road Town, Tortola, British Virgin Islands on Tuesday 30 November 2010 at 5.00pm (AST).

The purpose of the Meeting is to consider, and if thought fit, pass the following resolutions.

General Business

To receive the annual financial report of the Company and its controlled entities for the financial year ended 30 June 2010 together with the declaration of the directors, the directors’ report, and the auditors’ report.

Ordinary Business

1. That Gordon Galt having been appointed as a director to fill a casual vacancy retires and, being eligible, has offered himself for re-election, be re-elected ( Resolution 1 ).

2. That James Beecher having been appointed as a director to fill a casual vacancy retires and, being eligible, has offered himself for re-election, be re-elected ( Resolution 2 ).

3. That Michael Davies having been appointed as a director to fill a casual vacancy retires and, being eligible, has offered himself for re-election, be re-elected ( Resolution 3 ).

4. That Geoffrey Pigott having been appointed as a director to fill a casual vacancy retires and, being eligible, has offered himself for re-election, be re-elected ( Resolution 4 ).

5. That approval be given to the issue of 100,000 ordinary fully paid shares in the Company to Gordon Galt in lieu of payment of directors fees ( Resolution 5 ).

6. That approval be given to the issue of 100,000 ordinary fully paid shares in the Company to James Beecher in lieu of payment of directors fees ( Resolution 6 ).

7. That approval be given to the issue of 100,000 ordinary fully paid shares in the Company to Michael Davies in lieu of payment of directors fees ( Resolution 7 ).

8. That approval be given to the issue of 100,000 ordinary fully paid shares in the Company to Geoffrey Pigott in lieu of payment of directors fees ( Resolution 8 ).

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1. That the total amount of directors fees payable not exceed $300,000 ( Resolution 9 ).

2. That Ernst and Young, being qualified to act as auditor of the company and having consented to act as auditor of the Company, be appointed as auditor effective from the date of the meeting ( Resolution 10 ).

3. That the Memorandum and Articles of the Company as annexed to the Notice of meeting be adopted as the Constitution of the Company ( Resolution 11 ).

Members are referred to the Explanatory Statement accompanying this Notice of Meeting.

Copies of the Annual Report are available at the Company's website at: www.ushmasters.com/announcements

BY ORDER OF THE BOARD

Phillip Madden Company Secretary 9 November 2010

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Palm Grove House, Road Town, Tortola, British Virgin Islands on Tuesday 30 November 2010 at 5.00pm (AST).

General Business

Financial Statements and Reports

The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company and its controlled entities for the financial year ended 30 June 2010 together with the declaration of the Directors, the Directors’ Report, and the Auditors’ Report.

Ordinary Business

Election of Directors

Resolutions 1 to 4

The control of the Company changed on 1 July 2010 with the resignation of the then directors and the appointment of incoming directors, Messrs Galt, Beecher, Davies and Pigott. As these incoming directors were appointed to fill casual vacancies, pursuant to ASX Listing Rule 14.4 they need to stand for re-election at this general meeting.

Information on each of the directors is contained in the Company’s 2010 Annual Report.

Each of the directors recommends the re-election of all of the other directors.

Issue of Shares to Directors in Lieu of Directors Fees

Resolutions 5 to 8

The Company has limited cash resources which the directors wish to conserve to maximise the Company’s investment activities. The previous investment manager and administrator resigned as part of the change of control of the Company and the incoming Directors have taken on the investment management and administration functions of the Company. In lieu of payment of directors fees the directors have decided to accept the issue of shares as payment for their services. These resolutions are to approve the issue of shares to each director in lieu of payment of cash fees to compensate the directors for their services. At the last sale price of the Company’s shares prior to the date of this Notice of Meeting of $0.44 per share the value of the issue of 100,000 ordinary shares to each director is $44,000.

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Pursuant to ASX Listing Rule 10.11 approval of shareholders is required for these share issues to directors. The shares will be issued within 1 month of the date of this general meeting. No funds will be raised by these share issues.

Each of the directors recommends the issue of shares to all of the other directors.

Voting Restrictions in respect of Resolution 5 to 8 :

In accordance with the ASX Listing Rules, the Company will disregard any votes cast by:

• In respect of Resolution 5 Gordon Galt or his associates

• In respect of Resolution 6 James Beecher or his associates

• In respect of Resolution 7 Michael Davies or his associates

• In respect of Resolution 8 Geoffrey Pigott or his associates

However, the Company need not disregard any votes in connection with Resolution 5 to 8 if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Total Amount of Directors Fees Payable

Resolution 9

ASX Listing Rule 10.17 prescribes that the total amount of directors fees payable must not be increased without approval of shareholders. This resolution is to approve that the total amount of directors fees not exceed $300,000. As set out in respect of Resolutions 5 to 8 directors are not being paid fees in cash but are being issued shares in lieu of cash fees.

As each of the directors has an interest in this resolution the directors do not make a recommendation in respect of this resolution.

Voting Restrictions in respect of Resolution 9 :

In accordance with the ASX Listing Rules, the Company will disregard any votes cast by Gordon Galt, James Beecher, Michael Davies, and Geoffrey Pigott or their associates.

However, the Company need not disregard any votes in connection with Resolution 9 if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Appointment of Ernst & Young as Auditors

Resolution 10

The Company’s auditors have been Churchill Accountants LLP of Taunton, Somerset, United Kingdom. Churchill Accountants have advised the Company that they have decided to no longer offer auditing services and have applied to come off the register of auditors. It is therefore proposed to appoint Ernst and Young as auditor of the Company, effective from the date of this general meeting.

The directors recommend that shareholders vote in favour of this resolution.

Adoption of Constitution

Resolution 11

It is proposed that the Company now adopt Memorandum and Articles of Association that comply with both the BVI Business Companies Act, 2004 and the ASX Listing Rules. The Memorandum and Articles annexed to this Notice of Meeting comply with The British Virgin Islands, BVI, Companies Act, and by virtue of the inclusion of Appendix 15A of the ASX Listing Rules, with the ASX Listing Rules.

The directors recommend that shareholders vote in favour of this resolution.

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Notes for completion and Lodgement Please direct your proxy how to vote

For your vote to be counted, the Proxy Form must be completed in accordance with instructions and lodged with the Company as its registered office no later than 5.00pm (AST) on Friday 26 November 2010 .

Proxies may be lodged by mail, or by fax.

Mailing Address: Facsimile:

Suite 2, Level 40 +61 2 8314 5555 88 Phillip Street Sydney NSW 2000 Australia

1. A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on their behalf.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights.

3. Proxies need not be members of the Company. The Chairman of the meeting will act as a proxy in the absence of directions otherwise.

You must sign the proxy voting form .

The proxy voting form must be signed by you, the shareholder, or if the shareholder is a company, in accordance with the relevant legislation. If this proxy is signed by a person who is not a registered shareholder then the relevant authority must either have been registered previously with the Company or be enclosed with this proxy.

For the purpose of the meeting, securities will be taken to be held by the persons who are registered holders at 7.00pm (AEDT) on Friday 26 November 2010. Transactions registered after that time will be disregarded in determining entitlements to attend and to vote at the meeting.

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U.S. Masters Holdings Limited ARBN 052123930

Lodge your vote:

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By Mail: Suite 2, Level 40 88 Phillip Street Sydney NSW 2000 Australia

Alternatively you can fax your form to +61 2 8314 5555

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 5.00pm (AST) Friday 26 November 2010

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: C0000017654

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

123846_5_Proxy_Live_Samples/000001/000001/i

Change of address. If incorrect, mark this box and make the correction in the space to the left.

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Proxy Form

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Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of U.S. Masters Holdings Ltd hereby appoint

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the Chairman OR of the Meeting

Please mark to indicate your directions

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of U.S. Masters Holdings Ltd to be held at Palm Grove House, Road Town, Tortola, British Virgin Islands on Tuesday 30 November at 5.00pm (AST) and at any adjournment of that meeting.

Important for Items 5 & 9: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 5 & 9 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 5 & 9 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 5 & 9 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

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1. To re-elect Gordon Galt as a Director	8. To approve the issue of 100,000 Ordinary Shares to Geoffrey Pigott in lieu of directors fees 9. To approve the total amount of directors fees payable 10. To appoint Ernst and Young as the Company's auditors 11. To adopt Memorandum and Articles of Association	8. To approve the issue of 100,000 Ordinary Shares to Geoffrey Pigott in lieu of directors fees
2. To re-elect James Beecher as a Director
		9. To approve the total amount of directors fees payable
3. To re-elect Michael Davies as a Director
		10. To appoint Ernst and Young as the Company's auditors
4. To re-elect Geoffrey Pigott as a Director
		11. To adopt Memorandum and Articles of Association
5. To approve the issue of 100,000 Ordinary Shares to Gordon Galt in lieu of directors fees
6. To approve the issue of 100,000 Ordinary Shares to James Beecher in lieu of directors fees
7. To approve the issue of 100,000 Ordinary Shares to Michael Davies in lieu of directors fees

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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U S H

1 2 3 8 4 6 A

BC No. 29457

TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004

MEMORANDUM AND ARTICLES OF ASSOCIATION OF

U.S. MASTERS HOLDINGS LIMITED

INCORPORATED 14 May 1990

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TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

MEMORANDUM OF ASSOCIATION

OF

U.S. MASTERS HOLDINGS LIMITED

A COMPANY LIMITED BY SHARES

1. DEFINITIONS AND INTERPRETATION

• 1.1. In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:

“Act” means the BVI Business Companies Act (No. 16 of 2004) and includes the regulations made under the Act;

“Articles” means the attached Articles of Association of the Company;

“ASX” means ASX Limited;

“Chairman of the Board” has the meaning specified in Regulation 12;

“Distribution” in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of the Shareholder in relation to Shares held by a Shareholder, and whether by means of a purchase of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;

“Eligible Person” means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

“Listing Rules” means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX;

“Memorandum” means this Memorandum of Association of the Company;

“Resolution of Directors” means either:

• (a) a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or

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• (b) a resolution consented to in writing by a majority of directors or by a majority of members of a committee of directors of the Company, as the case may be;

“Resolution of Shareholders” means either:

• (a) a resolution approved at a duly convened and constituted meeting of the Shareholders of the Company by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or

• (b) a resolution consented to in writing by a majority of the votes of Shares entitled to vote thereon;

“Seal” means any seal which has been duly adopted as the common seal of the Company;

“Securities” means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire shares or debt obligations;

“Share” means a share issued or to be issued by the Company;

“Shareholder” means an Eligible Person whose name is entered in the register of members of the Company as the holder of one or more Shares or fractional Shares;

“Treasury Share” means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and

“written” or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.

• 1.2. In the Memorandum and the Articles, unless the context otherwise requires a reference to:

• (a) a “Regulation” is a reference to a regulation of the Articles;

• (b) a “Clause” is a reference to a clause of the Memorandum;

• (c) voting by Shareholders is a reference to the casting of the votes attached to the Shares held by the Shareholder voting;

• (d) the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended; and

• (e) the singular includes the plural and vice versa.

• 1.3. Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the Memorandum and Articles unless otherwise defined herein.

• 1.4. Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and Articles.

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2. NAME

The name of the Company is U.S. MASTERS HOLDINGS LIMITED.

3. INTERNATIONAL BUSINESS COMPANIES ACT

The Company was first incorporated as a company under the International Business Companies Act, 1984 on 14 May 1990 and immediately prior to its automatic re-registration under the Act was governed by the International Business Companies Act.

4. STATUS

The liability of Shareholders of the Company is limited by shares.

5. REGISTERED OFFICE AND REGISTERED AGENT

• 5.1 At the date of filing the Notice of Election to disapply Part IV of schedule II of the BVI Business Companies Act, the registered office of the Company was situated at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.

• 5.2 At the date of filing the Notice of Election to disapply Part IV of schedule II of the BVI Business Companies Act, the registered agent of the Company was Equity Trust (BVI) Limited, of Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.

6. CAPACITY AND POWERS

• 6.1. Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:

• (a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

• (b) for the purposes of paragraph (a), full rights, powers and privileges.

• 6.2 For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.

7.

NUMBER AND CLASSES OF SHARES

• 7.1 The Company is authorised to issue 1,000,000,000 Shares with a par value of USD 0.50 each of a single class.

• 7.2 The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares.

8. DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES

• 8.1 Each Share in the Company confers upon the Shareholder:

• (a) the right to one vote at a meeting of the Shareholders of the Company or on any Resolution of Shareholders;

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• (b) the right to an equal share in any dividend paid by the Company; and

• (c) the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

• 8.2 The directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to Regulation 3 of the Articles.

9. VARIATION OF RIGHTS

The rights attached to Shares as specified in Clause 8 may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than 50 per cent of the issued Shares of that class.

10. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

11. REGISTERED SHARES

• 11.1 The Company shall issue registered shares only.

• 11.2 The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares.

12. TRANSFER OF SHARES

• 12.1 The Company shall, on receipt of an instrument of transfer complying with Sub-Regulation 6.1 of the Articles, enter the name of the transferee of a Share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in a Resolution of Directors.

• 12.2 The directors may not resolve to refuse or delay the transfer of a Share unless the Shareholder has failed to pay an amount due in respect of the Share.

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13. AMENDMENT OF MEMORANDUM AND ARTICLES

Subject to Clause 9, the Company may amend its Memorandum or Articles by a Resolution of Shareholders or by a Resolution of Directors, save that no amendment may be made by a Resolution of Directors:

• (a) to restrict the rights or powers of the Shareholders to amend the Memorandum or Articles;

• (b) to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or Articles;

• (c) in circumstances where the Memorandum or Articles cannot be amended by the Shareholders; or

• (d) to Clauses 8, 9 or 10 or this Clause 13.

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TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

ARTICLES OF ASSOCIATION

OF

U.S. MASTERS HOLDINGS LIMITED

A COMPANY LIMITED BY SHARES

1. REGISTERED SHARES

• 1.1. Every Shareholder is entitled to a certificate signed by a director of the Company or under the Seal specifying the number of Shares held by him and the signature of the director and the Seal may be facsimiles.

• 1.2. Any Shareholder receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.

• 1.3. If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.

2. SHARES

• 2.1. Shares and other Securities may be issued at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine.

• 2.2. Section 46 of the Act ( Pre-emptive rights ) does not apply to the Company.

• 2.3. A Share may be issued for consideration in any form, including money, a promissory note, real property, personal property (including goodwill and know-how) or a contract for future services.

• 2.4. No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:

• (a) the amount to be credited for the issue of the Shares;

• (b) their determination of the reasonable present cash value of the non-money consideration for the issue; and

• (c) that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

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• 2.5. The Company shall keep a register (the “ register of members ”) containing:

• (a) the names and addresses of the Eligible Persons who hold Shares;

• (b) the number of each class and series of Shares held by each Shareholder;

• (c) the date on which the name of each Shareholder was entered in the register of members; and

• (d) the date on which any Eligible Person ceased to be a Shareholder.

• 2.6. The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members.

• 2.7. A Share is deemed to be issued when the name of the Shareholder is entered in the register of members.

3. REDEMPTION OF SHARES AND TREASURY SHARES

• 3.1. The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without their consent.

• 3.2. The Company may only offer to acquire Shares if at the relevant time the directors determine by Resolution of Directors that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

• 3.3. Sections 60 ( Process for acquisition of own shares ), 61 ( Offer to one or more shareholders ) and 62 ( Shares redeemed otherwise than at the option of company ) of the Act shall not apply to the Company.

• 3.4. Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue.

• 3.5. All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.

• 3.6. Treasury Shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and Articles) as the Company may by Resolution of Directors determine.

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• 3.7. Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50 per cent of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

4. MORTGAGES AND CHARGES OF SHARES

• 4.1. Shareholders may mortgage or charge their Shares.

• 4.2. There shall be entered in the register of members at the written request of the Shareholder:

• (a) a statement that the Shares held by him are mortgaged or charged;

• (b) the name of the mortgagee or chargee; and

• (c) the date on which the particulars specified in subparagraphs (a) and (b) are entered in the register of members.

• 4.3. Where particulars of a mortgage or charge are entered in the register of members, such particulars may be cancelled:

• (a) with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or

• (b) upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.

• 4.4. Whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation:

• (a) no transfer of any Share the subject of those particulars shall be effected;

• (b) the Company may not purchase, redeem or otherwise acquire any such Share; and

• (c) no replacement certificate shall be issued in respect of such Shares, without the written consent of the named mortgagee or chargee.

5. FORFEITURE

• 5.1. Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note or a contract for future services are deemed to be not fully paid.

• 5.2. A written notice of call specifying the date for payment to be made shall be served on the Shareholder who defaults in making payment in respect of the Shares.

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• 5.3. The written notice of call referred to in Sub-Regulation 5.2 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.

• 5.4. Where a written notice of call has been issued pursuant to Sub-Regulation 5.3 and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.

• 5.5. The Company is under no obligation to refund any moneys to the Shareholder whose Shares have been cancelled pursuant to Sub-Regulation 5.4 and that Shareholder shall be discharged from any further obligation to the Company.

6.

TRANSFER OF SHARES

• 6.1. Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company at the office of its registered agent for registration.

• 6.2. The transfer of a Share is effective when the name of the transferee is entered on the register of members.

• 6.3. If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:

• (a) to accept such evidence of the transfer of Shares as they consider appropriate; and

• (b) that the transferee’s name should be entered in the register of members notwithstanding the absence of the instrument of transfer.

• 6.4. Subject to the Memorandum, the personal representative of a deceased Shareholder may transfer a Share even though the personal representative is not a Shareholder at the time of the transfer.

7. MEETINGS AND CONSENTS OF SHAREHOLDERS

• 7.1. Any director of the Company may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable.

• 7.2. Upon the written request of Shareholders entitled to exercise 30 per cent or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Shareholders.

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• 7.3. The director convening a meeting shall give not less than 7 days’ notice of a meeting of Shareholders to:

• (a) those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting; and

• (b) the other directors.

• 7.4. The director convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.

• 7.5. A meeting of Shareholders held in contravention of the requirement to give notice is valid if Shareholders holding at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds.

• 7.6. The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Shareholder or another director, or the fact that a Shareholder or another director has not received notice, does not invalidate the meeting.

• 7.7. A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder.

• 7.8. The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.

• 7.9. The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy.

[ Name of Company ] I/We being a Shareholder of the above Company HEREBY APPOINT ………… ………………… of …………………………… or failing him ………..……………… of ………………………..…… to be my/our proxy to vote for me/us at the meeting of Shareholders to be held on the …… day of …………..…………, 20…… and at any adjournment thereof. (Any restrictions on voting to be inserted here.) Signed this …… day of …………..…………, 20…… …………………………… Shareholder

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• 7.10. The following applies where Shares are jointly owned:

• (a) if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Shareholders and may speak as a Shareholder;

• (b) if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and

• (c) if two or more of the joint owners are present in person or by proxy they must vote as one.

• 7.11. A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates by telephone or other electronic means and all Shareholders participating in the meeting are able to hear each other.

• 7.12. A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the Shares or class or series of Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting. A quorum may comprise a single Shareholder or proxy and then such person may pass a Resolution of Shareholders and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Shareholders.

• 7.13. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

• 7.14. At every meeting of Shareholders, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Shareholders present shall choose one of their number to be the chairman. If the Shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair.

• 7.15. The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

• 7.16. At any meeting of the Shareholders the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Shareholder present in person or by proxy who disputes

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the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

• 7.17. Subject to the specific provisions contained in this Regulation for the appointment of representatives of Eligible Persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the Eligible Person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company.

• 7.18. Any Eligible Person other than an individual which is a Shareholder may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Eligible Person which he represents as that Eligible Person could exercise if it were an individual.

• 7.19. The chairman of any meeting at which a vote is cast by proxy or on behalf of any Eligible Person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Eligible Person shall be disregarded.

• 7.20. Directors of the Company may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares.

• 7.21. An action that may be taken by the Shareholders at a meeting may also be taken by a Resolution of Shareholders consented to in writing by a majority of the votes of Shares entitled to vote and voting thereon, without the need for any notice, but if any Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by signed counterparts.

8. DIRECTORS

• 8.1. The first directors of the Company shall be appointed by the first registered agent in accordance with the Act upon the incorporation of the Company; and thereafter, the directors shall be elected by Resolution of Shareholders or by Resolution of Directors for such term as the Shareholders or directors determine.

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• 8.2. No person shall be appointed as a director of the Company unless he has consented in writing to act as a director.

• 8.3. The minimum number of directors shall be one .

• 8.4. Each director holds office for the term, if any, fixed by the Resolution of Shareholders or Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal.

• 8.5. A director may be removed from office,

• (a) with or without cause, by a Resolution of Shareholders passed at a meeting of Shareholders called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by a least seventy five per cent of the Shareholders of the Company entitled to vote; or

• (b) with cause, by a Resolution of Directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

• 8.6. A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.

• 8.7. The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.

• 8.8. A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.

• 8.9. The Company shall keep a register of directors containing:

• (a) the names and addresses of the persons who are directors of the Company;

• (b) the date on which each person whose name is entered in the register was appointed as a director of the Company;

• (c) the date on which each person named as a director ceased to be a director of the Company; and

• (d) such other information as may be prescribed by the Act.

• 8.10. The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.

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• 8.11. The directors may, by a Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

• 8.12. A director is not required to hold a Share as a qualification to office.

9. POWERS OF DIRECTORS

• 9.1. The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders.

• 9.2. Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.

• 9.3. If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.

• 9.4. Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.

• 9.5. The continuing directors may act notwithstanding any vacancy in their body.

• 9.6. The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

• 9.7. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

• 9.8. For the purposes of Section 175 (Disposition of assets) of the Act, the directors may by Resolution of Directors determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular course of the business carried on by the Company and such determination is, in the absence of fraud, conclusive.

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10. PROCEEDINGS OF DIRECTORS

• 10.1. Any one director of the Company may call a meeting of the directors by sending a written notice to each other director.

• 10.2. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable.

• 10.3. A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

• 10.4. A director shall be given not less than 3 days’ notice of meetings of directors, but a meeting of directors held without 3 days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

• 10.5. A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director until the appointment lapses or is terminated.

• 10.6. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum is 2.

• 10.7. If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

• 10.8. At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting.

• 10.9. An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by a majority of directors or by a majority of the members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

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11. COMMITTEES

• 11.1. The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

• 11.2. The directors have no power to delegate to a committee of directors any of the following powers:

• (a) to amend the Memorandum or the Articles;

• (b) to designate committees of directors;

• (c) to delegate powers to a committee of directors;

• (d) to appoint directors;

• (e) to appoint an agent;

• (f) to approve a plan of merger, consolidation or arrangement; or

• (g) to make a declaration of solvency or to approve a liquidation plan.

• 11.3. Sub-Regulation 11.2(b) and (c) do not prevent a committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.

• 11.4. The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

• 11.5. Where the directors delegate their powers to a committee of directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company under the Act.

12. OFFICERS AND AGENTS

• 12.1. The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.

• 12.2. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president

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to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.

• 12.3. The emoluments of all officers shall be fixed by Resolution of Directors.

• 12.4. The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.

• 12.5. The directors may, by a Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the matters specified in Sub-Regulation 11.2. The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

13. CONFLICT OF INTERESTS

• 13.1. A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.

• 13.2. For the purposes of Sub-Regulation 13.1, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

• 13.3. A director of the Company who is interested in a transaction entered into or to be entered into by the Company may:

• (a) vote on a matter relating to the transaction;

• (b) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

• (c) sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction, and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

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14. INDEMNIFICATION

• 14.1. Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

• (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or

• (b) is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

• 14.2. The indemnity in Sub-Regulation 14.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.

• 14.3. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

• 14.4. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

• 14.5. The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.

15. RECORDS

• 15.1. The Company shall keep the following documents at the office of its registered agent:

• (a) the Memorandum and the Articles;

• (b) the register of members, or a copy of the register of members;

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• (c) the register of directors, or a copy of the register of directors; and

• (d) copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 10 years.

• 15.2. If the Company maintains only a copy of the register of members or a copy of the register of directors at the office of its registered agent, it shall:

• (a) within 15 days of any change in either register, notify the registered agent in writing of the change; and

• (b) provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.

• 15.3. The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:

• (a) minutes of meetings and Resolutions of Shareholders and classes of Shareholders;

• (b) minutes of meetings and Resolutions of Directors and committees of directors; and

• (c) an impression of the Seal, if any.

• 15.4. Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.

• 15.5. The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act (No. 5 of 2001).

16. REGISTERS OF CHARGES

The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:

• (a) the date of creation of the charge;

• (b) a short description of the liability secured by the charge;

• (c) a short description of the property charged;

• (d) the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;

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• (e) unless the charge is a security to bearer, the name and address of the holder of the charge; and

• (f) details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.

17. SEAL

The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

18. DISTRIBUTIONS BY WAY OF DIVIDEND

• 18.1. The directors of the Company may, by Resolution of Directors, authorise a distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

• 18.2. Dividends may be paid in money, shares, or other property.

• 18.3. Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Sub-Regulation 20.1 and all dividends unclaimed for 3 years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company.

• 18.4. No dividend shall bear interest as against the Company and no dividend shall be paid on Treasury Shares.

19. ACCOUNTS AND AUDIT

• 19.1. The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

• 19.2. The Company may by Resolution of Shareholders call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.

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• 19.3. The Company may by Resolution of Shareholders call for the accounts to be examined by auditors.

• 19.4. The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall be appointed by a Resolution of Shareholders.

• 19.5. The auditors may be Shareholders, but no director or other officer shall be eligible to be an auditor of the Company during their continuance in office.

• 19.6. The remuneration of the auditors of the Company:

• (a) in the case of auditors appointed by the directors, may be fixed by Resolution of Directors; and

• (b) subject to the foregoing, shall be fixed by Resolution of Shareholders or in such manner as the Company may by Resolution of Shareholders determine.

• 19.7. The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Shareholders or otherwise given to Shareholders and shall state in a written report whether or not:

• (a) in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and

• (b) all the information and explanations required by the auditors have been obtained.

• 19.8. The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Shareholders at which the accounts are laid before the Company or shall be otherwise given to the Shareholders.

• 19.9. Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

• 19.10. The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Shareholders at which the Company’s profit and loss account and balance sheet are to be presented.

20. NOTICES

• 20.1. Any notice, information or written statement to be given by the Company to Shareholders may be given by personal service or by mail addressed to each Shareholder at the address shown in the register of members.

• 20.2. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

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• 20.3. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

21. VOLUNTARY WINDING UP AND DISSOLUTION

The Company may by a Resolution of Shareholders or by a Resolution of Directors appoint a voluntary liquidator.

22. CONTINUATION

The Company may by Resolution of Shareholders or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

23. ASX LISTING RULES

If the Company is admitted to the Official List of ASX, the following clauses apply:

• 23.1. Notwithstanding anything contained in these Memorandum and Articles of Association, if the Listing Rules prohibit an act being done, the act shall not be done.

• 23.2. Nothing contained in these Memorandum and Articles of Association prevents an act being done that the Listing Rules require to be done.

• 23.3. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).

• 23.4. If the Listing Rules require these Memorandum and Articles of Association to contain a provision and they do not contain such a provision, these Memorandum and Articles of Association are deemed to contain that provision.

• 23.5. If the Listing Rules require these Memorandum and Articles of Association not to contain a provision and they contain such a provision, these Memorandum and Articles of Association are deemed not to contain that provision.

• 23.6. If any provision of these Memorandum and Articles of Association are or become inconsistent with the Listing Rules, these Memorandum and Articles of Association are deemed not to contain that provision to the extent of the inconsistency.

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