Zambezi Resources Limited

Secretary's Certificate

I, Rence Hill, Secretary of Zambezi Resources Limited, a company incorporated and existing under the laws of the Islands of Bermuda, DO HEREBY CERTIFY that the paper writings attached hereto, are a true and correct copy of the Bye-Laws of the Company, adopted on the April 3, 2007

IN WITNESS WHEREOF I have hereunto set my signature and affixed the seal of Zambezi Resources Limited this 17^th day of April 2007

Tenn'ihil

Secretary Zambezi Resources Limited

BYE-LAWS $\alpha$ Zambezi Resources Limited

I HEREBY CERTIFY that the within written Bye-Laws are a true copy of the Bye-Laws of Zambezi Resources Limited as adopted by the Shareholders thereof, at a Shareholders' Meeting held on April 3, 2007, in place of those adopted on May 10, 2004.

Oemith! Secretary

APPLEBY

Canon's Court, 22 Victoria Street Hamilton HM 12 Bermuda

INDEX

BYE-LAW	SUBJECT	PAGE
ł	Interpretation	I
$\ddot{ }$	Registered Office	$\frac{2}{3}$
$3 - 5$	Share Rights
6,7	Modification of Rights	$\hat{\beta}$
$8 - 10$	Shares	$\frac{1}{4}$
$11 - 13$	Certificates	4
$15 - 17$	Lien	$\ddot{+}$
$18 - 23$	Calls on Shares	$\acute{\mathrm{o}}$
$24 - 30$	Forfeiture of Shares	$\vec{7}$
31	Register of Shareholders	$\rm{S}$
32	Register of Directors and Officers	8
$33 - 36$	Transfer of Shares	S
$37 - 40$	Transmission of Shares	14
$41 - 13$	Increase of Capital	15
$44 - 45$	Alteration of Capital	15.
$46 - 47$	Reduction of Capital	16
$48 - 49$	General Meetings and Written Resolutions	16.
$50 - 52$	Notice of General Meetings	17 ₁
53-58	Proceedings at General Meetings	17
59-70	Voting	19 20
$71 - 76$	Proxies and Corporate Representatives	22.
$77 - 79$	Appointment and Removal of Directors	22
80	Resignation and Disqualification of Directors	23
$81 - 83$	Alternate Directors
84	Directors' Fees and Additional	24
	Remuneration and Expenses	24
85	Directors' Interests Powers and Duties of the Board	25
$86 - 90$		26
91-93	Delegation of the Board's Powers	26
94-102	Proceedings of the Board Officers	28
103	Minutes	28
104	Secretary and Resident Representative	29.
$105 - 106$	The Seal	30
107	Dividends and Other Payments	30
108-114	Reserves	31
115 $116 - 117$	Capitalisation of Profits	31
118	Record Dates	32
119-121	Accounting Records	32.
122	Audit	32
$123 - 125$	Service of Notices and Other Documents	33

BYE-LAW	SUBJECT	PAGE
-126	Winding Up	33
127-132	Indemnity	34
133	Amalgamation	35
134	Continuation	35
135	Alteration of Bye-Laws	35
136	Provisions for Australian Securities Exchange	35

BYE-LAWS

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Zambezi Resources Limited

INTERPRETATION

In these Bye-Laws, unless the context otherwise requires: $\mathbf{H}$

"Bermuda" means the Islands of Bermuda;

"Board" means the Board of Directors of the Company or the Directors present at a meeting of Directors at which there is a quorum:

"the Companies Acts" means every Bernuda statute from time to time in force concerning companies insofar as the same applies to the Company:

"Company" means the company incorporated in Bermuda under the name of Zambezi Resources Limited on 29 March 2004:

"Depository" means the holder of a share for the time being held on behalf of another person on the terms of a depository agreement or a depository receipt or similar document;

"Director" means such person or persons as shall be appointed to the Board from time to time pursuant to Bye-Law 78 and Bye Law 79:

"Indemnified Person" means any Director, Officer. Resident Representative, member of a committee duly constituted under Bye-Law 93 and any liquidator, manager or trustee for the time being acting in relation to the affairs of the Company, and his heirs, executors and administrators;

"Officer" means a person appointed by the Board pursuant to Bye-Law 103 and shall not include an auditor of the Company;

"paid up" means paid up or credited as paid up;

"Register" means the Register of Shareholders of the Company;

"Registered Office" means the registered office for the time being of the Company;

"Regulations" means the United Kingdom Uncertificated Securities Regulations 2001;

"Resident Representative" means (if any) the individual (or, if permitted in accordance with the Companies Acts, the company) appointed to perform the duties of resident representative set out in the Companies Acts and includes any assistant or deputy Resident Representative appointed by the Board to perform any of the duties of the Resident Representative;

$\mathbf{I}$

"Resolution" means a resolution of the Shareholders or, where required, of a separate class or separate classes of Shareholders, adopted either in general meeting or by written resolution, in accordance with the provisions of these Bye-Laws:

"Seal" means the common seal of the Company and includes any authorised duplicate thereof:

"Secretary" includes a temporary or assistant or deputy Secretary and any person appointed by the Board to perform any of the duties of the Secretary;

"share" means share in the capital of the Company and includes a fraction of a share:

"Shareholder" means a shareholder or member of the Company provided that for the purposes of Bye-Laws 127-132 inclusive it shall also include any holder of notes, debentures or bonds issued by the Company:

"these Bye-Laws" means these Bye-Laws in their present form or as from time to time amended;

"UK Act" means the Companies Act 1985 of the United Kingdom, as the same may be amended from time to time and all regulations promulgated thereunder, as the context shall so admit, and which is incorporated by specific reference into these Bye-laws as if the Company were incorporated in England in so far as it is necessary to construe any provision of these Bye-laws or any obligation or responsibility of the Company for so long as it is admitted to any stock exchange of the United Kingdom;

For the purposes of these Bye-Laws, a corporation shall be deemed to be present $12$ in person if its representative duly authorised pursuant to the Companies Acts is present
Words importing only the singular number include the plural number and vice $13$ versa
Words importing only the masculine gender include the feminine and neuter $14$ genders respectively:
Words importing persons include companies or associations or bodies of persons. $15$ whether corporate or un-incorporate
A reference to writing shall include typewriting, printing, lithography, $16$ photography and other modes of representing or reproducing words in a legible and non-transitory form
Any words or expressions defined in the Companies Acts in force at the date $17$ when these Bye-Laws or any part thereof are adopted shall bear the same meaning in these Bye-Laws or such part (as the case may be)

REGISTERED OFFICE

$\overline{2}$ The Registered Office shall be at such place in Bermuda as the Board shall from time to time appoint.

SHARE RIGHTS

3 Subject to any special rights conferred on the holders of any share or class of shares, any share in the Company may be issued with or have attached thereto such preferred. deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may by Resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine.
$\ddot{+}$ Subject to the Companies Acts, any preference shares may, with the sanction of a resolution of the Board, be issued on terms:
$4.1$ that they are to be redeemed on the happening of a specified event or on a given date: and/or.
$4.2$ that they are liable to be redeemed at the option of the Company: and/or,
if authorised by the memorandum of association of the Company, that they are $43$ liable to be redeemed at the option of the holder

The terms and manner of redemption shall be provided for in such resolution of the Board and shall be attached to but shall not form part of these Bye-Laws

The Board may, at its discretion and without the sanction of a Resolution, authorise the $\overline{5}$ . purchase by the Company of its own shares upon such terms as the Board may in its discretion determine, provided always that such purchase is effected in accordance with the provisions of the Companies Acts

MODIFICATION OF RIGHTS

Subject to the Companies Acts, all or any of the special rights for the time being attached 6. to any class of shares for the time being issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less than seventy five percent (75%) of the issued shares of that class or with the sanction of a Resolution passed at a separate general meeting of the holders of such shares voting in person or by proxy To any such separate general meeting, all the provisions of these Bye-Laws as to general meetings of the Company shall mutatis nuitandis apply, but so that the necessary quorum shall be one or more persons holding or representing by proxy any of the shares of the relevant class, that every holder of shares of the relevant class shall be entitled on a poll to one vote for every such share held by him and that any holder of shares of the relevant class present in person or by proxy may demand a poll.
The special rights conferred upon the holders of any shares or class of shares shall not, 7 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

Subject to the provisions of these Bye-Laws, the unissued shares of the Company $S$ . (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine
The Board may in connection with the issue of any shares exercise all powers of paying $\mathbf{Q}$ commission and brokerage conferred or permitted by law
Except as ordered by a court of competent jurisdiction or as required by law, no person 30. shall be recognised by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as otherwise provided in these Bye-Laws or by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

CERTIFICATES

The preparation, issue and delivery of certificates shall be governed by the Companies $11$ Acts. In the case of a share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all
If a share certificate is defaced, lost or destroyed, it may be replaced without fee but on $12$ such terms (if any) as to evidence and indemnity and to payment of the costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of defacement, on delivery of the old certificate to the Company
All certificates for share or loan capital or other securities of the Company (other than 13 letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating thereto otherwise provide, be issued under the Seal. The Board may by resolution determine, either generally or in any particular case, that any signatures on any such certificates need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any persons
14 | Notwithstanding any provisions of these Bye-laws, the Directors shall have power to implement any arrangements they may, in their absolute discretion, think fit in relation

to the evidencing of title to and transfer of an uncertificated share (subject always to the Regulations and the facilities and requirements of the relevant system concerned). No provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding of shares in uncertificated form Unless otherwise determined by the Directors and permitted by the Regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument by virtue of the Regulations

14.2 Conversion of a certificated share into an uncertificated share, and vice versa, may be made in such manner as the Directors may, in their absolute discretion, think fit (subject always to the Regulations and the facilities and requirements of the relevant system concerned)
14.3 The Company shall enter on the Register of Members how many shares are held by each Shareholder in uncertificated form and in certificated form and shall maintain the Register of Members in each case as required by the Regulations and the relevant system concerned Unless the Directors otherwise determine, holdings of the same holder or joint holders in certificated form and uncertificated form shall be treated as separate holdings
14.4 A class of share shall not be treated as two classes by virtue only of that class comprising both certificated shares and uncertificated shares or as a result of any provision of these Bye-laws or the Regulations which applies only in respect of certificated or uncertificated shares
14.5 The Company shall be entitled, in accordance with the Regulations, to require the conversion of an uncertificated share into certificated form to enable it to deal with that share in accordance with any provision in these Bye-laws
14.6 The provisions of Bye-laws 11 to 13 shall not apply to uncertificated shares.
14.7 For the avoidance of any doubt, a Shareholder holding uncertificated shares may, in accordance with any arrangements implemented by the Directors under Bye-law 14.1 and subject to compliance with any applicable requirements of the Regulations, require such uncertificated shares to be converted into certificated shares

LIEN

The Company shall have a first and paramount lien on every share (not being a fully 15 paid share) for all monies, whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such share in respect of such share, and the Company shall also have a first and paramount lien on every share (other than a fully paid share) standing registered in the name of a Shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such Shareholder or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such Shareholder, and whether the time 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 Shareholder or his estate and any other person, whether a Shareholder or not. The Company's lien on a share shall extend to all dividends payable thereon. 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 wholly or in part exempt from the provisions of this Bye-Law

The Company may sell, in such manner as the Board may think fit, any share on which $16$ the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently pavable nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share
The net proceeds of sale by the Company of any shares on which it has a lien shall be $17.$ applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person who was the holder of the share immediately before such sale. For giving effect to any such sale, the Board may authorise some person to transfer the share sold to the purchaser thereof The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale

CALLS ON SHARES

The Board may from time to time make calls upon the Shareholders in respect of any $18.$ monies unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall (subject to the Company serving upon him at least fourteen (14) days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares A call may be revoked or postponed as the Board may determine
A call may be made payable by instalments and shall be deemed to have been made at 19 the time when the resolution of the Board authorising the call was passed
The joint holders of a share shall be jointly and severally liable to pay all calls in respect 20 thereof
If a sum called in respect of the share shall not be paid before or on the day appointed for 21 payment thereof the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of such interest wholly or in part.
Any sum which, by the terms of issue of a share, becomes payable on allotment or at any 22 date fixed by or in accordance with such terms of issue, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Bye-Laws be deemed to be a call duly made, notified and pavable on the date on which. by the terms of issue, the same becomes pavable and, in case of non-payment, all the relevant provisions of these Bye-Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified
The Board may on the issue of shares differentiate between the allottees or holders as to $23$ the amount of calls to be paid and the times of payment.

FORFEITURE OF SHARES

If a Shareholder fails to pay any call or instalment of a call on the day appointed for $24$ payment thereof, the Board may at any time thereafter during such time as any part of such call or instalment remains unpaid 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
The notice shall name a further day (not being less than fourteen (14) days from the date $25.$ of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the shares in respect of which such call is made or instalment is payable will be liable to be forfeited. The Board may accept the surrender of any share hable to be forfeited hereunder and, in such case, references in these Bye-Laws to forfeiture shall include surrender.
If the requirements of any such notice as aforesaid are not complied with, any share in $26$ respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture
When any share has been forfeited, notice of the forfeiture shall be served upon the 27. person who was before forfeiture the holder of the share but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid
A forfeited share shall be deemed to be the property of the Company and may be sold, 28. re-offered or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit
A person whose shares have been forfeited shall thereupon cease to be a Shareholder in $29$ respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the Company may

enforce payment without being under any obligation to make any allowance for the value of the shares forfeited.

30 An affidavit in writing that the deponent is a Director of the Company or the Secretary and that a share has been duly forfeited on the date stated in the affidavit shall be conclusive cyidence 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 the sale, re-allotment or disposition thereof and the Board may authorise some person to transfer the share to the person to whom the same is sold, re-allotted 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 relating to the forfeiture, sale, re-allotment or disposal of the share

REGISTER OF SHAREHOLDERS

The Secretary shall establish and maintain the Register at the Registered Office in the $31.$ manner prescribed by the Companies Acts Unless the Board otherwise determines, the Register shall be open to inspection in the manner prescribed by the Companies Acts between 10.00 a.m. and 12.00 noon on every working day. Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register any indication of any trust or any equitable, contingent, future or partial interest in any share or any fractional part of a share and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of Bye- $Law₁₀$

REGISTER OF DIRECTORS AND OFFICERS

The Secretary shall establish and maintain a register of the Directors and Officers of the 32. Company as required by the Companies Acts. The register of Directors and Officers shall be open to inspection in the manner prescribed by the Companies Acts between 10:00 a m and 12:00 noon on every working day.

TRANSFER OF SHARES

With the authority of the Directors, the Company may serve on any 33. 33.1 Shareholder, or any other person appearing to be interested in shares held by that Sharcholder, a notice requiring disclosure as contemplated by Section 212 of the UK Act in relation to all or any number of the shares which that Shareholder holds or to which that other person is entitled or interested
If a Shareholder, or any other person appearing to be interested in shares held by 33.2 that Shareholder, has been issued with a notice requiring disclosure as contemplated by Section 212 of the UK Act and has failed in relation to any shares $\ddot{}$ (the default shares'') to give the Company the information therebydescribed in the form of a disclosure statement within the prescribed period from the date of the notice requiring disclosure, the following sanctions shall apply unless the Board otherwise determines:
the Shareholder or any transferee who acquires shares other than by an $(a)$ authorised transfer shall not be entitled in respect of the default shares and any other share held by the Shareholder or the transferee to receive notice of or be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares, or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and
$(b)$ where the default shares represent at least 0.25% of their class:

$(i)$ any dividend or other money payable in respect of the shares shall be withheld by the Company, which shall not have any obligation to pay interest on it. and the Shareholder shall not be entitled to elect to receive shares instead of that dividend: and

$(i,i)$ no transfer, other than an excepted transfer, of any shares held by the Shareholder shall be registered unless:

the Shareholder is not himself in default as regards supplying the $(A)$ information required; and
the Shareholder proves to the satisfaction of the Board that no person in $(B)$ default as regards supplying such information is interested in any of the shares the subject of the transfer.
Sanctions imposed on shares shall only be effective if the Company despatches a 33.3 restriction notice to the relevant Shareholder, or person appearing to be interested in shares held by that Shareholder, on the day after the end of the prescribed period or on the next following business day
Where the sanctions under this Bye-kow 33 apply in relation to any shares, they $334$ shall cease to have effect (and any dividends withheld under this Bye-law 33 shall become payable) on the earlier of:
the shares being transferred by means of an excepted transfer; and $(a)$
at the end of the period of 7 days (or such shorter period as the Board $(b)$ may determine) following receipt by the Company of a disclosure statement required by the notice mentioned in that paragraph, despite being received after the end of the prescribed period, and the Board being fully satisfied that such information in such statement is full and complete
In addition, the Directors may by resolution -33.5
suspend all or any sanctions which have been imposed on shares under $(a)$ this Bye-law, either as regards all those shares or some only of them, either permanently or for a particular period and either unconditionally or on terms: and/or
pay, issue or transfer to a trustee for application in accordance with this $(b)$ Bye-law as set out below any distribution in respect of any shares which are subject to a sanction concerning distributions.
The Company shall give written notice to the relevant Shareholder, or other $336$ person appearing to be interested in shares held by that Shareholder, of any resolution passed by the Directors under the previous paragraph
Distributions which are not paid or made as a result of sanctions having been 337 imposed on shares shall be paid or made, but without any interest or other compensation, on the date on which the shares cease to be subject to the sanctions
Shares allotted in right of shares which are subject to a sanction shall, on 33.8 allotment, become subject to the same sanction; for this purpose shares which the Company procures to be offered to shareholders pro rata (or pro rata ignoring fractional entitlements and shares not offered to certain shareholders because of legal or practical problems associated with offering shares outside the United Kingdom) shall be treated as shares allotted in right of other shares.
Where, on the basis of information obtained from a Shareholder in respect of 33.9 any share held by him, the Company issues a notice requiring disclosure as contemplated by Section 212 of the UK Act to any other person, it shall at the same time send a copy of the said notice to the Shareholder, but the accidental omission to do so, or the non-receipt by the Shareholder of the copy, shall not invalidate or otherwise affect the application of this Bye-law 33.
33.10 Where default shares in which a person appears to be interested are held by a Depositary, the provisions of this Bye-law 33 shall be treated as applying only to those shares held by the Depositary in which such person appears to be interested and not (insofar as such person's apparent interest is concerned) to any other shares held by the Depositary.
33.11 Where the Shareholder on which a notice requiring disclosure as contemplated by Section 212 of the UK Act is served is a Depositary acting in its capacity as such, the obligations of the Depositary as a Shareholder of the Company shall be limited to disclosing to the Company such information relating to any person appearing to be interested in the shares held by it as has been recorded by it pursuant to the arrangements entered into by the Company or approved by the Board pursuant to which it was appointed as a Depositary
33 12 No officer of the Company shall incur any liability to any person as a result of sanctions having been imposed on shares or of his having taken, or refrained from taking, other action under or in connection with this Bye-law
33.13 The following are responsible for ensuring that a disclosure statement is accurate, complete and not misleading:
each declarant; $(a)$
each person signing the statement on behalf of a declarant: $(b)$

and, if two or more persons are so responsible, or are responsible in connection with several disclosure statements made pursuant to the same notice requiring disclosure, their responsibility is joint and several.

33.14 For the purposes of this Bye-law 33:
a person, other than the Shareholder holding a share, shall be treated as appearing $(a)$ to be interested in that share if the Shareholder has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the Shareholder or, pursuant to a notice requiring disclosure as contemplated by Section 212 of the UK Act, from anyone clse) knows or has reasonable cause to believe that the person is, or may be, so interested:
"interested" shall be construed as it is for the purpose of Section 212 of the UK $(b)$ Act:
reference to a person having failed to give the Company the information $(c)$ required by a notice requiring disclosure, or being in default as regards supplying such information in a disclosure statement, includes reference:
to his having failed or refused to give all or any part of it; and $(i)$
to his having given information which he knows to be false in a material $\langle n \rangle$ particular or having recklessly given information which is false in a material particular;
"a disclosure statement" means a notice which is addressed to the Company and $(d)$ its Directors, signed by or on behalf of one or more persons ("the declarants") and
states whether or not the declarant or, in the case of several declarants, $\left( i\right)$ each of them has an interest in certain shares and, if so, provides full details of the nature of his interest and the date and manner of its acquisition:
specifies, in relation to any declarant who is an individual, his name and $(ii)$ address:
and specifies in relation to any declarant which is an undertaking: $(iii)$
- its name and address; $(A)$
- whether or not another undertaking is a parent undertaking in $(B)$ relation to that declarant;
- if so, the name and address of the parent undertaking or, in the $(C)$ case of several parent undertakings, the names and addresses of each of them, and

$(D)$ if there is a parent undertaking, whether or not any individual or undertaking (other than another such parent undertaking) owns or holds 15 per cent or more of the shares or the voting rights in that or each such parent undertaking and, if so, the name and address of that or each such individual or undertaking.

References above to the address of an individual are to that of his principal private residence; and references to the address of an undertaking shall be read as referring both to (a) in the case of a company registered in Great Britain, the address of its registered office, in the case of an undertaking registered under Part XXIII of the Act, the address of those persons resident in Great Britain who are authorised to accept notices on the undertaking's behalf and in any other case the address (or all the addresses) which the undertaking is required by any law in force in any part of the United Kingdom or the country under whose law it is formed or constituted, to register, notify or maintain for the purpose of receiving notices or other communications: and (b) in the case of any undertaking, the address of the premises at which its senior management is located

A disclosure statement shall be treated as signed on behalf of a person if and only if (a) it is signed by an individual who is expressed to be duly authorised to sign for and on behalf of that person; and (b) it specifies the position or gives details of the power of attorney or other document held by that individual from which he derives his authority.

"a notice requiring disclosure" means a notice as contemplated by Section 212 of $(e)$ the UK Act which:
is signed by a director of the Company or the Secretary; $\left( i\right)$
is served on a Shareholder, or any other person appearing to be interested $\langle \mathbf{ii} \rangle$ in shares held by that Shareholder;
requires him to ensure that the Company receives at an address in $(ii)$ Bermuda specified in the notice a disclosure statement in relation to all the shares held by such person, or such number of those shares as is specified in the notice, within the prescribed period; and
states that, if the Company does not receive such a disclosure statement at $(iv)$ the place and within the time specified in its notice, the Directors will be entitled to impose sanctions on the shares in relation to which disclosure was required; and
describes, by reference to a copy or extract of this Bye-law which is $(v)$ attached to the notice or otherwise, the sanctions which the Directors will be entitled to impose
"a restriction notice" means a notice which is $(f)$
signed by a director of the Company or the Secretary; $\langle i \rangle$
served on a person or persons on whom the Company has served a $\langle \mathbf{ii} \rangle$ notice requiring disclosure and who have failed in relation to certain shares to comply with that notice within the prescribed period;
describes (by reference to a copy or extract of the relevant resolution of $(iii)$ the directors which is attached to the notice or otherwise) the sanctions which the directors have resolved to impose on those shares; and
states the date on which the sanctions came or will come into force ${iv}$
the "prescribed period" means: $(a)$
in a case where the default shares represent at least $0.25\%$ of their class, $14$ (i) davs; and
in any other case. 28 days: $\langle \hat{H} \rangle$
an 'excepted transfer" means, in relation to any shares held by a Shareholder: $(h)$
a transfer by way of or pursuant to acceptance of a takeover offer for the ${1}$ Company (within the meaning of Section 14 of the Company Securities (Insider Dealing) Act 1985 of the United Kingdom);
or a transfer in consequence of a sale made through a recognised $(ii)$ investment exchange (as defined in the Financial Services and Markets Act 2000 of the United Kingdom) or any other stock exchange outside the United Kingdom on which the Company's shares are normally traded: or
a transfer which is shown to the satisfaction of the Board to be made in (iii) consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the Shareholder and with any other person appearing to be interested in the shares.

Nothing contained in this Bye-law 33 shall be taken to limit the powers of the Company under any applicable laws

33.15 Subject to the Companies Acts and to such of the restrictions contained in these Bye-Laws as may be applicable, any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board may approve. No such instrument shall be required on the redemption of a share or on the purchase by the Company of a share
The instrument of transfer of a share shall be signed by or on behalf of the transferor and $34.$ where any share is not fully-paid, the transferee. 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 All instruments of transfer when registered may be retained by the Company. The Board may, in its absolute discretion and without assigning any reason therefor, decline to register any transfer of any share which is not a fully-paid share The Board may also decline to register any transfer unless:
the instrument of transfer is duly stamped (if required by law) and lodged with $34.1$ the Company, accompanied by the certificate for 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,
the instrument of transfer is in respect of only one class of share, and $342$
where applicable, the permission of the Bermuda Monetary Authority with $34.3$ respect thereto has been obtained

Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under this Bye-Law and Bye-Laws 33 and 35

If the Board declines to register a transfer it shall, within three (3) months after the date 35 on which the instrument of transfer was lodged, send to the transferee notice of such refusal
No fee shall be charged by the Company for registering any transfer, probate, letters of $36$ administration, certificate of death or marriage, power of attomey, distringas or stop notice, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the R egister relating to any share

TRANSMISSION OF SHARES

In the case of the death of a Shareholder, the survivor or survivors, where the deceased 37 was a joint holder, and the estate representative, where he was sole holder, shall be the only person recognised by the Company as having any title to his shares: but nothing herein contained shall release the estate of a deceased holder (whether the sole or joint) from any liability in respect of any share held by him solely or jointly with other persons For the purpose of this Bye-Law, estate representative means the person to whom probate or letters of administration has or have been granted in Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-Law
Any person becoming entitled to a share in consequence of the death of a Shareholder 38 or otherwise by operation of applicable law may, subject as hereafter provided and upon such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have some person nominated by him registered as the transferee thereof If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer signed by such Shareholder.
A person becoming entitled to a share in consequence of the death of a Shareholder or 39 otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other monies payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have

become registered as the holder thereof The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and. if the notice is not complied with within sixty days, the Board may thereafter withhold payment of all dividends and other monies payable in respect of the shares until the requirements of the notice have been complied with

Subject to any directions of the Board from time to time in force, the Secretary may $40₁$ exercise the powers and discretions of the Board under Bye-Laws 38, 39 and 40.

INCREASE OF CAPITAL

The Company may from time to time increase its capital by such sum to be divided into $-41$ shares of such par value as the Company by Resolution shall prescribe
The Company may, by the Resolution increasing the capital, direct that the new shares $42$ or any of them shall be offered in the first instance either at par or at a premium or (subject to the provisions of the Companies Acts) at a discount to all the holders for the time being of shares of any class or classes in proportion to the number of such shares held by them respectively or make any other provision as to the issue of the new shares
The new shares shall be subject to all the provisions of these Bye-Laws with reference to $+3$ lien, the payment of calls, forfeiture, transfer, transmission and otherwise

ALTERATION OF CAPITAL

The Company may from time to time by Resolution: 44

divide its shares into several classes and attach thereto respectively any $-14.1$ preferential, deferred, qualified or special rights, privileges or conditions;

consolidate and divide all or any of its share capital into shares of larger par value 44.2 than its existing shares;
sub-divide its shares or any of them into shares of smaller par value than is fixed $44.3$ by its memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived:
make provision for the issue and allotment of shares which do not carry any $44.4$ voting rights;
cancel shares which, at the date of the passing of the Resolution in that behalf, 445 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; and
change the currency denomination of its share capital 44.6

Where any difficulty arises in regard to any division, consolidation, or sub-division under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular. may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the Shareholders who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to the purchaser thereof, who 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

Subject to the Companies Acts and to any confirmation or consent required by law or $+5$ these Bve-Laws, the Company may by Resolution from time to time convert any preference shares into redeemable preference shares

REDUCTION OF CAPITAL

Subject to the Companies Acts, its memorandum and any confirmation or consent $\pm 6$ required by law or these Bye-Laws, the Company may from time to time by Resolution authorise the reduction of its issued share capital or any share premium account in any manner
In relation to any such reduction, the Company may by Resolution determine the terms $47$ upon which such reduction is to be effected including, in the case of a reduction of part only of a class of shares, those shares to be affected

GENERAL MEETINGS AND WRITTEN RESOLUTIONS

The Board shall convene and the Company shall hold general meetings as Annual 48 General Meetings in accordance with the requirements of the Companies Acts at such times and places as the Board shall appoint. The Board may, whenever it thinks fit, and shall, when required by the Companies Acts, convene general meetings other than Annual General Meetings which shall be called Special General Meetings
Except in the case of the removal of auditors or Directors, anything which may $49$ $49.1$ be done by Resolution in general meeting may, without a meeting and without any previous notice being required, be done by Resolution in writing, signed by all of the Shareholders or any class thereof or their proxies, or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts) on behalf of such Shareholder, being all of the Shareholders of the Company or any class thereof who at the date 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.
For the purposes of this Bye-Law, the date of the Resolution in writing is the 49 2 date when the Resolution is signed by, or on behalf of, the last Shareholder to sign 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 section, a reference to such date.

$49.3$ 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 Shareholders of the Company, as the case may A Resolution in writing made in accordance with this section shall $bc$ constitute minutes for the purposes of the Companies Acts and these Bye-Laws

NOTICE OF GENERAL MEETINGS

An Annual General Meeting shall be called by not less than five (5) days notice in $50.$ writing and a Special General Meeting shall be called by not less than five (5) days notice in writing. 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 the place, day and time of the meeting, and, the nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by Bye-Laws 123 and 124 to all Shareholders other than such as, under the provisions of these Bye-Laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company and every Director and to any Resident Representative who or which has delivered a written notice upon the Registered Office requiring that such notice be sent to him or $i\tau$

Notwithstanding that a meeting of the Company is called by shorter notice than that specified in this Bye-Law, it shall be deemed to have been duly called if it is so agreed:

in the case of a meeting called as an Annual General Meeting, by all the 50.1 Shareholders entitled to attend and vote thereat;
in the case of any other meeting, by a majority in number of the Shareholders $502$ having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five (95) percent in nominal value of the shares giving that right.
The accidental omission to give notice of a meeting or (in cases where instruments of 51 proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.
The Board may cancel or postpone a meeting of the Shareholders after it has been 52 convened and notice of such cancellation or postponement shall be served in accordance with Bye-Law 123 upon all Shareholders entitled to notice of the meeting so cancelled or postponed setting out, where the meeting is postponed to a specific date, notice of the new meeting in accordance with Bye-Law 50

PROCEEDINGS AT GENERAL MEETINGS

No business shall be transacted at any general meeting unless a quorum is present when 53 the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the meeting Save as otherwise provided by these Bye-Laws, at least one Shareholder present in person or by proxy and entitled to yote shall be a quorum for all purposes
If within five minutes (or such longer time as the chairman of the meeting may $5$ determine to wait) after the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved In any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting one Shareholder present in person or by proxy and entitled to vote shall be a quorum. The Company shall give not less than five (5) days notice of any meeting adjourned through want of a quorum and such notice shall state that the one Shareholder present in person or by proxy (whatever the number of shares held by them) and entitled to vote shall be a quorum
A meeting of the Shareholders or any class thereof may be held by means of such $55$ telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone, or by video conferencing) 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.
Each Director, and upon giving the notice referred to in Bye-Law 51 above, the 56 Resident Representative, if any, shall be entitled to attend and speak at any general meeting of the Company.
The Chairman (if any) of the Board or, in his absence, the President shall preside as 57 chairman at every general meeting. If there is no such Chairman or President, or if at any meeting neither the Chairman nor the President is present within five minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall choose one of their number to act or if only one Director is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to be chainman
The chairman of the meeting may, with the consent by Resolution of any meeting at 58 which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for three (3) months or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as expressly provided by these Bye-Laws, it shall not be

necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting

VOTING

Save where a greater majority is required by the Companies Acts or these Bye-Laws, any $59$ question proposed for consideration at any general meeting shall be decided on by a simple majority of votes cast
At any general meeting, a Resolution put to the vote of the meeting shall be decided on $60$ a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:
the chairman of the meeting; or 601
at least three (3) Shareholders present in person or represented by proxy; or 60.2
any Shareholder or Shareholders present in person or represented by proxy and 60.3. holding between them not less than one tenth of the total voting rights of all the Shareholders having the right to vote at such meeting; or
$60 +$ a Shareholder or Shareholders present in person or represented by proxy holding shares conferring the right to vote at such 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 such shares conferring such right.

The demand for a poll may be withdrawn by the person or any of the persons making it at any time prior to the declaration of the result. Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a Resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded for or against such Resolution.

If a poll is duly demanded, the result of the poll shall be deemed to be the Resolution of 61. the meeting at which the poll is demanded.
A poll demanded on the election of a chairman, or on a question of adjournment, shall 62 be taken forthwith A poll demanded on any other question shall be taken in such manner and either forthwith or at such time later in the meeting as the chairman shall direct
The demand for a poll shall not prevent the continuance of a meeting for the transaction 63 of any business other than the question on which the poll has been demanded and it may

be withdrawn at any time before the close of the meeting or the taking of the poll. whichever is the earlier

On a poll, votes may be cast either personally or by proxy 64
A person entitled to more than one vote on a poll need not use all his votes or cast all 65 the votes he uses in the same way
In the case of an equality of votes at a general meeting, whether on a show of hands or 66 on a poll, the chairman of such meeting shall not be entitled to a second or casting vote and the Resolution shall fail
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether 67. in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding
A Shareholder who is a patient for any purpose of any statute or applicable law relating 68. to mental health or in respect of whom an order has been made by any Court baving jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, anator bons or other person in the nature of a receiver, committee or anator boms appointed by such Court and such receiver, committee, anator boms or other person may vote on a poll by proxy, and may otherwise act and be treated as such Shareholder for the purpose of general meetings
No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any 69 general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid
$70.$ 1Ē.
any objection shall be raised to the qualification of any voter; or, 70.1
any votes have been counted which ought not to have been counted or which $702$ might have been rejected; or,
any votes are not counted which ought to have been counted, $70.3$

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any Resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any Resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES AND CORPORATE REPRESENTATIVES

The instrument appointing a proxy or corporate representative shall be in writing $71$ executed by the appointor or his attorney authorised by him in writing or, if the appointor is a corporation, either under its seal or executed by an officer, attorney or other person authorised to sign the same
Any Shareholder may appoint a proxy or (if a corporation) representative for a specific 72 general meeting, and adjournments thereof, or may appoint a standing proxy or (if a corporation) representative, by serving on the Company at the Registered Office, or at such place or places as the Board may otherwise specify for the purpose, a proxy or (if a corporation) an authorisation. For the purposes of service on the Company pursuant to this Bve-Law, the provisions of Bye-Law 123 as to service on Shareholders shall mutatis mutandis apply to service on the Company. Any standing proxy or authorisation shall be valid for all general meetings and adjournments thereof or Resolutions in writing, as the case may be, until notice of revocation is received at the Registered Office or at such place or places as the Board may otherwise specify for the purpose Where a standing proxy or authorisation exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or in respect to which the Shareholder has specially appointed a proxy or representative The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it
Subject to Bye-Law 72, the instrument appointing a proxy or corporate representative $73.$ together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the Registered Office (or at such place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case or the case of a written Resolution, in any document sent therewith) prior to the holding of the relevant meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a written Resolution, prior to the effective date of the written Resolution and in default the instrument of proxy or authorisation shall not be treated as valid
Instruments of proxy or authorisation shall be in any common form or in such other 74 form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting or any written Resolution forms of instruments of proxy or authorisation for use at that meeting or in connection with that written Resolution The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll, to speak at the meeting and to vote on any amendment of a written Resolution or amendment of a Resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy or authorisation shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
A vote given in accordance with the terms of an instrument of proxy or authorisation 75 shall be valid notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the instrument of proxy or of the corporate authority. provided that no intimation in writing of such death, unsoundness of mind or revocation shall have been received by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy or authorisation in the notice convening the meeting or other documents sent therewith) at least one hour before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any written Resolution at which the instrument of proxy or authorisation is used.
Subject to the Companies Acts, the Board may at its discretion waive any of the 76. provisions of these Bye-Laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend, speak and vote on behalf of any Shareholder at general meetings or to sign written Resolutions

APPOINTMENT AND REMOVAL OF DIRECTORS

The number of Directors shall be not less than two (2) and not more than eight or such 77 numbers in excess thereof as the Company by Resolution may from time to time determine and, subject to the Companies Acts and these Bye-Laws, the Directors shall be elected or appointed by Shareholders and shall serve for such term as the Company by Resolution may determine, or in the absence of such determination, until the termination of the next Annual General Meeting following their appointment All Directors, upon election or appointment (except upon re-election at an Annual General Meeting), must provide written acceptance of their appointment, in such form as the Board may think fit, by notice in writing to the Registered Office within thirty (30) days of their appointment
The Company may by Resolution increase the maximum number of Directors Any 78. one or more vacancies in the Board not filled by the Shareholders at any general meeting of the Shareholders shall be deemed casual vacancies for the purposes of these Bye-Laws Without prejudice to the power of the Company by Resolution in pursuance of any of the provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of Directors remains in office, shall have power at any time and from time to time to appoint any individual to be a Director so as to fill a casual vacancy
The Company may in a Special General Meeting called for that purpose remove a 79 Director, provided notice of any such meeting shall be served upon the Director concerned not less than fourteen (14) days before the meeting and he shall be entitled to be heard at that meeting Any vacancy created by the removal of a Director at a Special General Meeting may be filled at the meeting by the election of another Director in his place or, in the absence of any such election, by the Board

RESIGNATION AND DISQUALIFICATION OF DIRECTORS

The office of a Director shall be vacated upon the happening of any of the following -80events:
if he resigns his office by notice in writing delivered to the Registered Office or $80-1$ tendered at a meeting of the Board;
80.2 if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated:
if he becomes bankrupt under the laws of any country or compounds with his 80.3 creditors:
if he is prohibited by law from being a Director: $80 - 4$
80.5 if he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these Bye-Laws.

ALTERNATE DIRECTORS

A Director may appoint and remove his own Alternate Director. Any appointment or 81 removal of an Alternate Director by a Director shall be effected by depositing a notice of appointment or removal with the Secretary at the Registered Office, signed by such Director, and such appointment or removal shall become effective on the date of receipt by the Secretary Any Alternate Director may be removed by resolution of the Board Subject as aforesaid, the office of Alternate Director shall continue until the next annual election of Directors 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.
An Alternate Director shall be entitled to receive notices of all meetings of Directors, to $82$ attend, be counted in the quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and generally to perform all the functions of any Director to whom he is alternate in his absence
Every person acting as an Alternate Director shall (except as regards powers to appoint 83. an alternate and remuneration) be subject in all respects to the provisions of these Bye-Laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director) The signature of an Alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the terms of his appointment provides to

the contrary, be as effective as the signature of the Director or Directors to whom he is alternate.

DIRECTORS' FEES AND ADDITIONAL REMUNERATION AND EXPENSES

The amount, if any, of Directors' fees shall from time to time be determined by the $84$ Company by Resolution or in the absence of such a determination, by the Board Unless otherwise determined to the contrary, such fees shall be deemed to accrue from day to day. Each Director may be paid his reasonable travel, hotel and incidental expenses in attending and returning from meetings of the Board or committees constituted pursuant to these Bye-Laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company's business or in the discharge of his duties as a Director Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law.

DIRECTORS' INTERESTS

A Director may hold any other office or place of profit with the Company 85 851 (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 may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law
A Director may act by himself or his firm in a professional capacity for the $851$ 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
Subject to the provisions of the Companies Acts, a Director may 85.2 notwithstanding his office be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; and be a director or other officer of, or employed by, or a party to any transaction or anangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is interested 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
$853$ So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a meeting of the Board or by writing to the Directors as required by the Companies Acts, a Director shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-Laws allow him to be appointed or from any transaction or arrangement in which these Bye-Laws allow him to be interested. and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.
Subject to the Companies Acts and any further disclosure required thereby, a 85.4 general notice to the Directors by a Director or Officer declaring that he is a director or officer or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that person, shall be a sufficient declaration of interest in relation to any transaction or arrangement so made

POWERS AND DUTTES OF THE BOARD

Subject to the provisions of the Companies Acts and these Bye-Laws the Board shall 86 manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company No alteration of these Bye-Laws and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given The powers given by this Bye-Law shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board
The Board may exercise all the powers of the Company to borrow money and to 87 mortgage or charge all or any part of the undertaking, property and assets (present and fiture) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any other persons.
All cheques, promissory notes, drafts, bills of exchange and other instruments, whether 88. negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine
The Board on behalf of the Company may provide benefits, whether by the payment of 89 gratuities or pensions or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company or with any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person

The Board may from time to time appoint one or more of its body to be a managing $\Theta$ director, joint managing director or an assistant managing director or to hold any other employment or executive office with the Company for such period and upon such terms as the Board may determine and may revoke or terminate any such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Any person so appointed shall receive such remuneration (if any) (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and either in addition to or in lieu of his remuneration as a Director

DELEGATION OF THE BOARD'S POWERS

The Board may by power of attorney appoint any company, firm or person or any $Q_1$ 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 and of such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney may, if so authorised under the Seal, execute any deed or instrument under the personal seal of such attorney, with the same effect as the affixation of the Seal
The Board may entrust to and confer upon any Director, Officer or, without prejudice 92 to the provisions of Bye-Law 94, other individual any of the powers exercisable by it upon such terms and conditions with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby
The Board may delegate any of its powers, authorities and discretions to committees, 93. consisting of such person or persons (whether a member or members of its body or not) as it thinks fit. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings conform to any regulations which may be imposed upon it by the Board If no regulations are imposed by the Board the proceedings of a committee with two or more members shall be, as far as is practicable, governed by the Bye-Laws regulating the proceedings of the Board

PROCEEDINGS OF THE BOARD

The Board may meet for the despatch of business, adjourn and otherwise regulate its 94 meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes In the case of an equality of votes, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board

Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is $05$ given to him personally or by word of mouth or sent to him by post, cable, telex, telecopier, email or other mode of representing or reproducing words in a legible and non-transitory form at his last known address or any other address given by him to the Company for this purpose and the provisions of Bye-Law 123 shall apply to any notice so given as to the deemed date of service of such notice. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting
The quorum necessary for the transaction of the business of the Board may be $96$ 96.1 fixed by the Board and, unless so fixed at any other number, shall be two individuals Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present
A Director who to his knowledge is in any way, whether directly or indirectly, 96.2 interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present.
The Resident Representative shall, upon delivering written notice of an address $96.3$ for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Board
So long as a quorum of Directors remains in office, the continuing Directors may act 97. notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting.
The Chairman (or President) or, in his absence, the Deputy Chairman (or Vice-98. President), shall preside as chairman at every meeting of the Board If at any meeting the Chairman or Deputy Chairman (or the President or Vice-President) is not present within five minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting.
The meetings and proceedings of any committee consisting of two or more members 99 shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board
100 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an Alternate Director, as provided for in Bye-Law 84) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned
A meeting of the Board or a committee appointed by the Board may be held by means $101.$ of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) 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. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting is physically assembled, or, if there is no such group, where the chairman of the meeting then is
All acts done by the Board or by any committee or by any person acting as a Director or 102 member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised

OFFICERS

The Officers of the Company must include either a President and a Vice-President, or a 103 Chairman and a Deputy Chairman who must be Directors and shall be elected by the Board as soon as possible after the statutory meeting and each Annual General Meeting In addition, the Board may appoint any person whether or not he is a Director to hold such office as the Board may from time to time determine Any person elected or appointed pursuant to this Bye-Law shall hold office for such period and upon such terms as the Board may determine and the Board may revoke or terminate any such election or appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Officer may have against the Company or the Company may have against such Officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Save as provided in the Companies Acts or these Bye-Laws, the powers and duties of the Officers of the Company shall be such (if any) as are determined from time to time by the Board.

MINUTES

$104$ The Board shall cause minutes to be made and books kept for the purpose of recording:
all appointments of Officers made by the Board; $1041$
104.2 the names of the Directors and other persons (if any) present at each meeting of the Board and of any committee:
all proceedings at meetings of the Company, of the holders of any class of shares $1043$ in the Company, of the Board and of committees appointed by the Board or the Shareholders:
all proceedings of its managers (if any) $104 +$

Shareholders shall only be entitled to see the Register of Directors and Officers, the Register, the financial information provided for in Bye-Law 121 and the minutes of meetings of the Shareholders of the Company.

SECRETARY AND RESIDENT REPRESENTATIVE

The Secretary (including one or more deputy or assistant secretaries) and, if required, the $105.$ Resident Representative, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary and Resident Representative so appointed may be removed by the Board The duties of the Secretary and the duties of the Resident Representative shall be those prescribed by the Companies Acts together with such other duties as shall from time to time be prescribed by the Board
A provision of the Companies Acts or these Bye-Laws requiring or authorising a thing 106 to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary

THE SEAL

107.1 The Seal shall consist of a circular metal device with the name of the Company 107 around the outer margin thereof and the country and year of registration in Bermuda across the centre thereof Should the Seal not have been received at the Registered Office in such form at the date of adoption of this Bye-Law then, pending such receipt, any document requiring to be sealed with the Seal shall be sealed by affixing a red wafer seal to the document with the name of the Company, and the country and year of registration in Bermuda type written across the centre thereof
107.2 The Board may authorise the production of one or more duplicate seals.
107.3 The Board shall provide for the custody of every Seal A Seal shall only be used by authority of the Board or of a committee constituted by the Board Subject to these Bye-Laws, any instrument to which a Seal is affixed shall be signed by

either two Directors, or by the Secretary and one Director, or by the Secretary, or by one of the Directors or by any one person whether or not a Director or Officer, who has been authorised either generally or specifically to affirm the use of a Seal; provided that the Secretary or a Director may affix a Seal over his signature alone to authenticate copies of these Bye-Laws, the minutes of any meeting or any other documents requiring authentication

DIVIDENDS AND OTHER PAYMENTS

1. The Board may from time to time declare dividends or distributions out of contributed surplus to be paid to the Shareholders according to their rights and interests, including such interim dividends as appear to the Board to be justified by the position of the Company The Board, in its discretion, may determine that any dividend shall be paid in cash or shall be satisfied, subject to Bye-Law 116, in paying up in full shares in the Company to be issued to the Shareholders credited as fully paid or partly paid or partly in one way and partly the other. The Board may also pay any fixed cash dividend which is payable on any shares of the Company half yearly or on such other dates, whenever the position of the Company, in the opinion of the Board, justifies such payment
Except insofar as the rights attaching to, or the terms of issue of, any share otherwise $109.$ provide:
all dividends or distributions out of contributed surplus may be declared and paid $109 +$ according to the amounts paid up on the shares in respect of which the dividend or distribution is paid, and an amount paid up on a share in advance of calls may be treated for the purpose of this Bye-Law as paid-up on the share;
dividends or distributions out of contributed surplus may be apportioned and $109.2$ paid pro rata according to the amounts paid-up on the shares during any portion or portions of the period in respect of which the dividend or distribution is paid.
The Board may deduct from any dividend, distribution or other monies payable to a $110.$ Shareholder by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company
No dividend, distribution or other monies payable by the Company on or in respect of $111.$ any share shall bear interest against the Company
Any dividend, distribution or interest, or part thereof payable in cash, or any other sum $112.$ payable in cash to the holder of shares may be paid by cheque or warrant sent through the post or by courier addressed to the holder at his address in the Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his registered address as appearing in the Register or addressed to such person at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register in respect of such shares, and shall be

sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two or more joint holders may give effectual receipts for any dividends, distributions or other monies pavable or property distributable in respect of the shares held by such joint holders.

Any dividend or distribution out of contributed surplus unclaimed for a period of six $113$ years (6) from the date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company and the payment by the Board of any unclaimed dividend, distribution, interest or other sum payable on or in respect of the share into a separate account shall not constitute the Company a trustee in respect thereof
The Board may also, in addition to its other powers, direct payment or satisfaction of $114$ any dividend or distribution out of contributed surplus wholly or in part by the distribution of specific assets, and in particular of paid-up shares or debentures of any other company, and where any difficulty arises in regard to such distribution or dividend, the Board may settle it as it thinks expedient, and in particular, may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets and may determine that cash payments shall be made to any Shareholders upon the footing of the values so fixed in order to secure equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Board, provided that such dividend or distribution may not be satisfied by the distribution of any partly paid shares or debentures of any company without the sanction of a Resolution.

RESERVES

The Board may, before declaring any dividend or distribution out of contributed surplus, $115$ set aside such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit. The Board may also without placing the same to reserve carry forward any sums which it may think it prudent not to distribute.

CAPITALISATION OF PROFITS

The Board may from time to time resolve to capitalise all or any part of any amount for 116 the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such Shareholders, or partly in one way and partly in the other, provided that for the purpose of this Bye-Law, a share premium account may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid and provided further that any sum standing to the credit of a share premium account may only be applied in crediting as fully paid shares of the same class as that from which the relevant share premium was derived

$117$ Where any difficulty arises in regard to any distribution under the last preceding Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders

RECORD DATES

Notwithstanding any other provisions of these Bye-Laws, the Company may by 118 Resolution or the Board may fix any date as the record date for any dividend. distribution, allotment or issue and for the purpose of identifying the persons entitled to receive notices of general meetings. Any 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 or such notice is despatched

ACCOUNTING RECORDS

The Board shall cause to be kept accounting records sufficient to give a true and fair 119. view of the state of the Company's affairs and to show and explain its transactions, in accordance with the Companies Acts
The records of account shall be kept at the Registered Office or at such other place or 120 places as the Board thinks fit, and shall at all times be open to inspection by the Directors, PROVIDED that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three month period. No Shareholder (other than an Officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Board or by Resolution
A copy of every balance sheet and statement of income and expenditure, including every $121$ document required by law to be annexed thereto, which is to be laid before the Company in general meeting, together with a copy of the auditors' report, shall be sent to each person entitled thereto in accordance with the requirements of the Companies Acts

AUDIT

Save and to the extent that an audit is waived in the manner permitted by the $122.$ Companies Acts, auditors shall be appointed and their duties regulated in accordance with the Companies Acts, any other applicable law and such requirements not inconsistent with the Companies Acts as the Board may from time to time determine.

SERVICE OF NOTICES AND OTHER DOCUMENTS

Any notice or other document fincluding a share certificate) may be served on or 123 delivered to any Shareholder by the Company either personally or by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his address as appearing in the Register or by sending it by courier to such registered address, or by sending it by email to an address supplied by such Shareholder for the purpose of the receipt of notices or documents in electronic form, or by delivering it to or leaving it at such address as appears in the Register for such Shareholder. In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed as sufficient service on or delivery to all the joint holders. Any notice or other document if sent by post shall be deemed to have been served or delivered forty-eight (48) hours after it was put in the post, and when sent by courier, twenty-four (24) hours after sending or, when sent by email, twelve (12) hours after sending and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed and stamped and put in the post, sent by courier or sent by email, as the case may be.
Any notice of a general meeting of the Company shall be deemed to be duly given to a $124$ Shareholder, or other person entitled to it, if it is sent to him by courier, cable, telex, telecopier, email or other mode of representing or reproducing words in a legible and non-transitory form at his address as appearing in the Register or any other address given by him to the Company for this purpose Any such notice shall be deemed to have been served twenty-four (24) hours after its despatch, when sent by courier, cable, telex or telecopier and twelve (12) hours after its despatch when sent by email.
Any notice or other document delivered, sent or given to a Shareholder in any manner $125.$ permitted by these Byc-Laws shall, notwithstanding that such Shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

WINDING UP

If the Company shall be wound up, the liquidator may, with the sanction of a 126 Resolution of the Company and any other sanction required by the Companies Acts. divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may

for such purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any shares or other assets uponwhich there is any liability

INDEMNITY

Subject to the proviso below, every Indemnified Person shall be indemnified and held $127$ harmless out of the assets of the Company against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him by or by reason of any act done, conceived in or omitted in the conduct of the Company's business or in the discharge of his duties and the indemnity contained in this Bye-Law shall extend to any Indemnified Person acting in any office or trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any defect in such appointment or election PROVIDED ALWAYS that the indemnity contained in this Bye-Law shall not extend to any matter which would render it void pursuant to the Companies Acts
No Indemnified Person shall be liable to the Company for the acts, defaults or omissions 128 of any other Indemnified Person.
Every Indemnified Person shall be indemnified out of the funds of the Company against 129 all liabilities incurred by him by or by reason of any act done, conceived in or omitted in the conduct of the Company's business or in the discharge of his duties in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court
To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to $130.$ these Bye-Laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting such discharge
Each Shareholder and the Company agree to waive any claim or right of action he or 131 it may at any time have, whether individually or by or in the right of the Company, against any Indemnified Person on account of any action taken by such Indemnified Person or the failure of such Indemnified Person to take any action in the performance of his duties with or for the Company PROVIDED HOWEVER, that such waiver shall not apply to any claims or rights of action arising out of the fraud of such Indemnified Person or to recover any gain, personal profit or advantage to which such Indemnified Person is not legally entitled
Subject to the Companies Acts, expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Bye-Laws 127 and 128 shall be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that the Indemnified Person is not entitled to be indemnified pursuant to Byc-Laws 128 and 130

Each Shareholder of the Company, by virtue of its acquisition and continued holding of a share, shall be deemed to have acknowledged and agreed that the advances of funds may be made by the Company as aforesaid, and when made by the Company under this Bye-Law 132 are made to meet expenditures incurred for the purpose of enabling such Indermified Person to properly perform his or her duties to the Company.

AMALGAMATION

$1.33₁$ Any Resolution proposed for consideration at any general meeting to approve the amalgamation of the Company with any other company, wherever incorporated, shall require the approval of a simple majority of votes cast at such meeting and the quorum for such meeting shall be that required in Bye-Law 53 and a poll may be demanded in respect of such Resolution in accordance with the provisions of Bye-Law 60

CONTINUATION

Subject to the Companies Acts, the Board may approve the discontinuation of the $1.34$ Company in Bermuda and the continuation of the Company in a jurisdiction outside Bermuda. The Board, having resolved to approve the discontinuation of the Company, may further resolve not to proceed with any application to discontinue the Company in Bermuda or may vary such application as it sees fit

ALTERATION OF BYE-LAWS

These Bve-Laws may be amended from time to time by resolution of the Board, but 135 subject to approval by Resolution

PROVISIONS FOR AUSTRALIAN SECURITIES EXCHANGE

If the Company is admitted to the Official List of the Australian Securities Exchange, 136 the following provisions apply:
Notwithstanding anything contained in these Bye-laws, if the Listing Rules of $(a)$ the Australian Securities Exchange ("Listing Rules") prohibit an act being done, the act shall not be done.
Nothing contained in these Bye-laws prevents an act being done that the $(b)$ Listing Rules require to be done
If the Listing Rules require an act to be done or not to be done, authority is $(c)$ given for that act to be done or not to be done (as the case may be)
If the Listing Rules require these Bye-laws to contain a provision and it does $(d)$ not contain such a provision, these Bye-laws are deemed to contain that provision
If the Listing Rules require these Bye-laws not to contain a provision and it $(e)$ contains such a provision, these Bye-laws are deemed not to contain that provision
If any provision of these Bye-laws are or become inconsistent with the Listing $(f)$ Rules, these Bye-laws are deemed not to contain that provision to the extent of the inconsistency.

SCHEDULE A Adopted April 15, 2004

ZAMBEZI RESOURCES LIMITED ("ZAMBEZI") PREFERENCE SHARE TERMS AND CONDITIONS

The Zambezi Preference Shares will be issued on the following terms and conditions:

Subject to the Companies Act and these terms and conditions, the preference share $\ddagger$ carries the right to payment, in priority to any ordinary fully paid share, of a noncumulative preferential dividend in the amount of 8% per annum on the Issue Price (on the basis that the dividend is not franked).
Dividends shall only be payable if and to the extent there are funds of Zambezi legally $2.$ available to pay the dividend
Dividends on the preference share will not be comulative $\mathbb{R}$
Dividends will be calculated on a daily basis from and including the Allotment Date $\downarrow$ until and including the Dividend Date immediately preceding the Conversion Date in respect of the preference share
$\overline{2}$ The dividends are payable in arrears on:
31 December 2004, in respect of the period from and including the Allotment Date, $(a)$ up to and including that date; and
each subsequent 31 December, in respect of the period from and including the $(b)$ day after the immediately preceding Dividend Date up to an including that date
Notwithstanding clause 1, upon the conversion of the preference shares into ordinary 6 fully paid shares in accordance with clause 7, all rights to receive dividends in respect of the preference share (including, for the avoidance of doubt, any arrears of dividends then owing but not actually paid to the holder) shall be extinguished absolutely with effect from the date the preference share is converted.

Conversion

The preference share may, at the election of the preference shareholder, be converted 7 into ordinary shares in Zambezi without further payment to Zambezi, however once conditional approval to the listing on the London Alternative Investment Market (AIM) (or any other accredited Stock Exchange as agreed by MRL, MHL and MSL,) of Zambezi's ordinary, fully-paid shares has been received by Zambezi, all preference

shares will automatically convert to ordinary fully-paid shares. On this occurring, Zambezi will notify preference shareholders in writing that the preference shares have now been converted into ordinary fully-paid shares. Otherwise the right to convert under this clause may only be made by the preference shareholder giving written notice to that effect to Zambezi prior to the conditional approval being received

$\hat{\mathbf{S}}$ The conversion to ordinary shares will take effect immediately upon notification by Zambezi to preference shareholders that conditional approval to the listing on AIM has been notified to Zambezi or receipt by Zambezi of the written notice from the preference shareholder referred to in clause 7
9 The preference shares will convert into 12,500,000 ordinary fully paid shares in Zambezi on the basis that every GBP 0.01 (one pence) preference share will convert to 1 ordinary fully-paid share which will rank equally with all other ordinary fully paid shares then on issue in Zambezi from the time the conversion takes effect.
$10$ Zambezi shall make application to have the ordinary shares allotted pursuant to the conversion of the preference share listed for official quotation in accordance with the Rules of the Alternative Investment Market London Stock Exchange.
Such conversation will not constitute a cancellation, redemption or termination of the $11.$ preference share or the issue, allotment or creation of a new share but will be by way of variation of the status of and rights attaching to, the preference share so that it becomes an ordinary share

Redemption

Subject to the provisions of section 7 being complied with, Zambezi may redeem the $12.$ preference share at its option:
(a) at any time after the Earliest Redemption Date; or
(b) at such earlier date as Zambezi and the holder of the preference share agree
Where Zambezi elects to redeem the preference share, it must pay to the preference $13.$ shareholder in respect of and on redemption, in cash or cleared funds, an amount equal to the aggregate of:
$(a)$ the Issue Price of the preference share; and
any accrued dividend up to the date of payment of the amount payable under $(b)$ sub-paragraph (a).
Upon redemption of the preference share, the preference shareholder must surrender $1$ to Zambezi the share certificate for the preference share.

Transfer

$15$ The preference share may not be transferred except with the prior consent of Zambezi

General

The preference shareholder will have no right to vote at any meeting of Zambezi $16$ except:
during a period during which a dividend (or part of a dividend) in respect of ${a}$ the preference share is in arrears;
on a proposal to reduce Zambezi's share capital: $(b)$
on a resolution to approve the terms of a buy back agreement; $(c)$
on a proposal that affects rights attached to the preference share; $(d)$
on a proposal to wind up Zambezi: $\left( c\right)$
on a proposal for the disposal of the whole of Zambezi's property, business and $(f)$ undertaking; or
during the winding up of Zambezi. $(\mathcal{Q})$

in which case, the preference share will carry the same right to vote (both on a show of hands and on a poll) as an ordinary share.

If Zambezi is wound up, the preference share confers on its holder the right to $17.$ payment of an amount equal to the Issue Price upon allotment, in priority to any payment or other distribution on any ordinary share. Thereafter, ordinary shareholders and preference shareholder will participate equally in any surplus, pro rata to their shareholding
If Zambezi's ordinary share capital is reconstructed, consolidated or divided into a 18 greater or lesser number of securities, the preference share will automatically be reconstructed, consolidated or divided (as the case may be) on the same basis.
Where Zambezi makes a bonus or rights issue to ordinary shareholders or a 19 distribution to ordinary shareholders other than by way of dividend or Zambezi makes a pro rata offer to ordinary shareholders or a return of capital where cash or other property is distributed to ordinary shareholders, the Directors must extend an entitlement to the preference shareholder to participate on the same basis as the holders of ordinary shares.
The rights attaching to the preference share will not be deemed to be varied by the $20$ creation or issue of any shares in Zambezi ranking equally with the preference share.
The preference shareholder has the same rights as ordinary shareholders as regards $21$ receiving notices, reports and financial statements, and attending general meetings of Zambezi

Definitions

$22$ In these terms and conditions the following terms have the following meanings:

"Allotment Date" means the date of allotment of the preference share:

"Business Dav" means a weekday on which trading banks are open for business in Perth. Western Australia:

"Conversion Date" means the date on which a preference share is converted into ordinary shares in accordance with clause 7:

"Dividend Date" means each date on which dividends are paid in accordance with clause 5:

"Earliest Redemption Date" means the date that is 5 years after the Allotment Date;

"Issue Price" means the issue price of the preference share, being GBP 0 01 (one pence sterling);

"MRL" means Metex Resources Limited ACN 057 552 137;

"MHL" means Millridge Holdings Pty Ltd

"MSL" means Mineral Securities Limited ACN 092 525 614:

ZAMBEZI RESOURCES LIMITED a a company de la constitución de la companyación de la companyación de la companyación de la companyación de la companyación de la companyación de la companyación de la companyación de la companyación de la companyación d

TERMS AND CONDITIONS OF TRANCHE A OPTIONS

No monies will be pavable for the issue of the Options $\mathbb{1}$
$\mathbb{C}$ A certificate will be issued for the Options
ß. The Options shall expire at 5.00pm Greenwich Mean Time ('GMT'') on the Expiry Date
$\downarrow$ Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share ("Share") in Zambezi Resources Limited $(^{\mathrm{n}}$ Company").
Shares will be allotted to Option holders at an exercise price being the issue price of $\overline{5}$ shares set out in the AIM Admission Document ("Exercise Price").
Options may be exercised at any time on or after 9.00 am GMT on the 6 Commencement Date and on or before 5:00 pm GMT on the Expiry Date
Options not exercised on or before the Expiry Date will automatically lapse 7
The Exercise Price of Shares the subject of Options shall be payable in full on exercise 8. of the Options
The Company will not apply for the Options to be admitted to trading on AIM ģ.
Options shall be exercised by the delivery to the registered office of the Company of a $10$ notice in writing The notice must specify the number of Options being exercised and must be accompanied by:
payment for the Exercise Price for each Share to be issued on exercise of the $(a)$ Options specified in the notice; and
$(b)$ the certificate for those Options, for cancellation by the Company

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) by the Expiry Date. An exercise of only some Options will not affect the rights of the Option holder to the balance of the Options held by the Option holder.

Within 10 Business Days after the notice referred to in condition 10 becoming $11.$ effective, the Company must:
allot and issue the number of Shares specified in the notice to the holder; ${a}$
cancel the certificate for the Options being exercised; and $(b)$
if applicable, issue a new certificate for any remaining Options covered by the $(c)$ certificate accompanying the notice.
Subject to any restrictions on transfer agreed between the Company and the Option $12$ holder, the Options shall be freely transferable
Shares allotted pursuant to an exercise of Options shall rank. from the date of $13$ allotment, pari passu with existing Shares of the Company in all respects.
If the Company's securities have been admitted to trading on AIM, the Company $14.$ shall, in accordance with the AIM Rules, make application to have Shares allotted pursuant to an exercise of Options admitted to trading on AIM
In the event of any reconstruction (including consolidation, subdivisions, reduction or $15.$ return) of the issued capital of the Company, the number of the Options or the exercise price of the Options or both shall be re-organised (as appropriate) in accordance with the AIM Rules and to the extent necessary to ensure that the Option holder is not prejudiced by, but does not benefit to an extent greater than holders of Shares, from the re-organisation
The Options will not give any right to participate in dividends, bonus issues or $16^°$ entitlement issues until Shares are allotted pursuant to the exercise of the relevant Options There is no right to change the exercise price of Options if the Company completes a bonus or entitlements issue
If the Option holder ceases to be a director of the Company for any reason (other than $17$ death) the Options will automatically lapse
If at any time prior to the Expiry Date the Option holder dies, the deceased holder's 18. legal personal representative may:
elect to be registered as the new Option holder of the deceased Option ${a}$ holder's Options:
whether or not he or she becomes so registered, exercise those Options as if he $(b)$ or she were the holder of them in accordance with those terms and conditions: and
if the deceased Option holder has already given a notice of exercise of his tc). Options, pay the Exercise Price in respect of those Options
Each Option will lapse if the Company's securities are not admitted to trading on AIM $19.$ in accordance with the AIM Rules by 31 December 2004
In these terms and conditions: $20$

AIM" means the Alternative Investment Market of the London Stock Exchange plc;

"AIM Admission Document" means the prospectus and AIM admission document pursuant to which the Company will apply to have its securities admitted to trading on AIM in accordance with the AIM Rules:

"AIM Rules" means the rules governing the operation of AIM as published by the London Stock Exchange plc from time to time:

"Business Day" means a day on which AIM is open for trading in securities;

"Commencement Date" means the date on which the Company's shares are admitted to trading on AIM; and

"Expiry Date" means the day being the five year anniversary of the date upon which the Company's shares are admitted to trading on AIM.

Adopted May 10, 2004

ZAMBEZI RESOURCES LIMITED
The compact of the field of the second property property in the second contract of the compact of the second con

TERMS AND CONDITIONS OF TRANCHE B OPTIONS

$\mathbf{I}$ No monies will be payable for the issue of the Options
A certificate will be issued for the Options $\overline{2}$
The Options shall expire at 5.00pm Greenwich Mean Time ("GMT") on the Expiry $\mathfrak{Z}$ Date
Subject to these terms and conditions each Option will entitle the holder to subscribe $\frac{1}{2}$ for one fully paid ordinary share ("Share") in Zambezi Resources Limited $(" Company")$ .
Shares will be allotted to Option holders at an exercise price being the issue price of $\overline{5}$ shares set out in the AIM Admission Document ("Exercise Price").
Options may be exercised at any time on or after 9.00 am GMT on the 6. Commencement Date and on or before 5:00 pm GMT on the Expiry Date
Options not exercised on or before the Expiry Date will automatically lapse 7
The Exercise Price of Shares the subject of Options shall be payable in full on exercise 8. of the Options.
The Company will not apply for the Options to be admitted to trading on AIM 9.
Options shall be exercised by the delivery to the registered office of the Company of a $10$ notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:
payment for the Exercise Price for each Share to be issued on exercise of the $(a)$ Options specified in the notice; and
the certificate for those Options, for cancellation by the Company. $(b)$

Within 10 Business Days after the notice referred to in condition 10 becoming $\vert \vert$ effective, the Company must:
allot and issue the number of Shares specified in the notice to the holder: $\langle \mathcal{C} \rangle$
cancel the certificate for the Options being exercised; and $(d)$
if applicable, issue a new certificate for any remaining Options covered by the $(e)$ certificate accompanying the notice
Subject to any restrictions on transfer agreed between the Company and the Option $12^°$ holders, the Options shall be freely transferable
Shares allotted pursuant to an exercise of Options shall rank, from the date of $13₁$ allotment, pari passu with existing Shares of the Company in all respects
If the Company's securities have been admitted to trading on AIM, the Company $13$ shall, in accordance with the AIM Rules, make application to have Shares allotted pursuant to an exercise of Options admitted to trading on AIM
In the event of any reconstruction (including consolidation, subdivisions, reduction or $\vert + \vert$ return) of the issued capital of the Company, the number of the Options or the exercise price of the Options or both shall be re-organised (as appropriate) in accordance with the AIM Rules and to the extent necessary to ensure that the Option holder is not prejudiced by, but does not benefit to an extent greater than holders of Shares, from the re-organisation
The Options will not give any right to participate in dividends, bonus issues or $15.$ entitlement issues until Shares are allotted pursuant to the exercise of the relevant Options. There is no right to change the exercise price of Options if the Company completes a bonus or entitlements issue.
If the Option holder ceases to be a director of the Company for any reason (other than 16 death) the Options will automatically lapse.
If at any time prior to the Expiry Date the Option holder dies, the deceased holder's $17$ legal personal representative may:
elect to be registered as the new Option holder of the deceased Option $(d)$ holder's Options;
whether or not he or she becomes so registered, exercise those Options as if he $(e)$ or she were the holder of them in accordance with those terms and conditions: and
if the deceased Option holder has already given a notice of exercise of his $\left(\frac{1}{k}\right)$ Options, pay the Exercise Price in respect of those Options
Each Option will lapse if the Company's securities are not admitted to trading on AIM $18$ in accordance with the AIM Rules by 31 December 2004.
In these terms and conditions: 19

"AIM" means the Alternative Investment Marker of the London Stock Exchange plc:

"AIM Admission Document" means the prospectus and AIM admission document pursuant to which the Company will apply to have its securities admitted to trading on AIM in accordance with the AIM Rules:

"AIM Rules" means the rules governing the operation of AIM as published by the London Stock Exchange plc from time to time;

"Business Day" means a day on which AIM is open for trading in securities;

"Commencement Date" means the twelve month anniversary of the date upon which the Company's shares are admitted to trading on AIM; and

"Expiry Date" means the day being the five year anniversary of the date upon which the Company's shares are admitted to trading on AIM.

ZAMBEZI RESOURCES LIMITED Former investigation the New C

TERMS AND CONDITIONS OF TRANCHE C OPTIONS

No monies will be payable for the issue of the Options $\mathbf{I}$
A certificate will be issued for the Options. $\mathfrak{D}$
The Options shall expire at 5 00pm Greenwich Mean Time ("GMT") on the Expiry $\mathfrak{Z}$ Date
Subject to these terms and conditions each Option will entitle the holder to subscribe $\ddagger$ . for one fully paid ordinary share ("Share") in Zambezi Resources Limited $(^{\circ}$ Company^#)
Shares will be allotted to Option holders at an exercise price being the issue price of 5 shares set out in the AIM Admission Document ("Exercise Price")
Options may be exercised at any time on or after 9 00 am GMT on the 6 Commencement Date and on or before 5:00 pm GMT on the Expiry Date
Options not exercised on or before the Expiry Date will automatically lapse $\overline{7}$
The Exercise Price of Shares the subject of Options shall be payable in full on exercise S of the Options.
The Company will not apply for the Options to be admitted to trading on AIM 9
Options shall be exercised by the delivery to the registered office of the Company of a $10₁$ notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:
payment for the Exercise Price for each Share to be issued on exercise of the ⊕ Options specified in the notice; and
the certificate for those Options, for cancellation by the Company $(g)$

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque. by clearance of that cheque) by the Expiry Date. An exercise of only some Options will not affect the rights of the Option holder to the balance of the Options held by the Option holder

Within 10 Business Days after the notice referred to in condition 10 becoming $\vert \vert$ effective, the Company must:
allot and issue the number of Shares specified in the notice to the holder; $\langle \mathbf{h} \rangle$
cancel the certificate for the Options being exercised; and $(i)$
if applicable, issue a new certificate for any remaining Options covered by the $(i)$ certificate accompanying the notice
Subject to any restrictions on transfer agreed between the Company and the Option $12$ holder, the Options shall be freely transferable
Shares allotted pursuant to an exercise of Options shall rank, from the date of $13$ allotment, pari passu with existing Shares of the Company in all respects
If the Company's securities have been admitted to trading on AIM, the Company $13₁$ shall, in accordance with the AIM Rules, make application to have Shares allotted pursuant to an exercise of Options admitted to trading on AIM
In the event of any reconstruction (including consolidation, subdivisions, reduction or $14.$ return) of the issued capital of the Company, the number of the Options or the exercise price of the Options or both shall be re-organised (as appropriate) in accordance with the AIM Rules and to the extent necessary to ensure that the Option holder is not prejudiced by, but does not benefit to an extent greater than holders of Shares, from the re-organisation
The Options will not give any right to participate in dividends, bonus issues or $15.$ entitlement issues until Shares are allotted pursuant to the exercise of the relevant Options There is no right to change the exercise price of Options if the Company completes a bonus or entitlements issue
If the Option holder ceases to be a director of the Company for any reason (other than 16 death) the Options will automatically lapse.
If at any time prior to the Expiry Date the Option holder dies, the deceased holder's 17. legal personal representative may:
elect to be registered as the new Option holder of the deceased Option $(g)$ holder's Options:
whether or not he or she becomes so registered, exercise those Options as if he ${|\mathbf{r}\rangle}$ or she were the holder of them in accordance with those terms and conditions: and
if the deceased Option holder has already given a notice of exercise of his $\mathbf{u}$ Options, pay the Exercise Price in respect of those Options
Each Option will lapse if the Company's securities are not admitted to trading on AIM 18. in accordance with the AIM Rules by 31 December 2004
In these terms and conditions: $19 -$

"AIM" means the Alternative Investment Market of the London Stock Exchange plc:

"AIM Admission Document" means the prospectus and AIM admission document pursuant to which the Company will apply to have its securities admitted to trading on AIM in accordance with the AIM Rules:

"AIM Rules" means the rules governing the operation of AIM as published by the London Stock Exchange plc from time to time:

"Business Day" means a day on which AIM is open for trading in securities;

"Commencement Date" means the twenty four month anniversary of the date upon which the Company's shares are admitted to trading on AIM; and

"Expiry Date" means the day being the five year anniversary of the date upon which the Company's shares are admitted to trading on AIM.

AI assistant

TREK METALS LIMITED — Governance Information 2007

65923_rns_2007-07-02_64b989dc-c130-4418-96ed-54005da4f010.pdf

Zambezi Resources Limited

APPLEBY

INDEX

BYE-LAWS

οf

Zambezi Resources Limited

INTERPRETATION

REGISTERED OFFICE

SHARE RIGHTS

MODIFICATION OF RIGHTS

SHARES

CERTIFICATES

LIEN

CALLS ON SHARES

FORFEITURE OF SHARES

REGISTER OF SHAREHOLDERS

REGISTER OF DIRECTORS AND OFFICERS

TRANSFER OF SHARES

TRANSMISSION OF SHARES

INCREASE OF CAPITAL

ALTERATION OF CAPITAL

REDUCTION OF CAPITAL

GENERAL MEETINGS AND WRITTEN RESOLUTIONS

NOTICE OF GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

VOTING

PROXIES AND CORPORATE REPRESENTATIVES

APPOINTMENT AND REMOVAL OF DIRECTORS

RESIGNATION AND DISQUALIFICATION OF DIRECTORS

ALTERNATE DIRECTORS

DIRECTORS' FEES AND ADDITIONAL REMUNERATION AND EXPENSES

DIRECTORS' INTERESTS

POWERS AND DUTTES OF THE BOARD

DELEGATION OF THE BOARD'S POWERS

PROCEEDINGS OF THE BOARD

OFFICERS

MINUTES

SECRETARY AND RESIDENT REPRESENTATIVE

THE SEAL

DIVIDENDS AND OTHER PAYMENTS

RESERVES

CAPITALISATION OF PROFITS

RECORD DATES

ACCOUNTING RECORDS

AUDIT

SERVICE OF NOTICES AND OTHER DOCUMENTS

WINDING UP

INDEMNITY

AMALGAMATION

CONTINUATION

ALTERATION OF BYE-LAWS

PROVISIONS FOR AUSTRALIAN SECURITIES EXCHANGE

SCHEDULE A Adopted April 15, 2004

ZAMBEZI RESOURCES LIMITED ("ZAMBEZI") PREFERENCE SHARE TERMS AND CONDITIONS

Conversion

Redemption

Transfer

General

TERMS AND CONDITIONS OF TRANCHE A OPTIONS

ZAMBEZI RESOURCES LIMITEDThe compact of the field of the second property property in the second contract of the compact of the second con

TERMS AND CONDITIONS OF TRANCHE B OPTIONS

TERMS AND CONDITIONS OF TRANCHE C OPTIONS

More from TREK METALS LIMITED

TREK METALS LIMITED Governance Information 2007

ZAMBEZI RESOURCES LIMITED
The compact of the field of the second property property in the second contract of the compact of the second con