GUIDE TO THE MEMORANDUM OF INCORPORATION

●●●●●●If a rule has been filed but is not ratified by shareholders when put tovote, the board must file a notice of non-ratification within 5 businessdays after the vote in the prescribed manner or form and may not make asubstantially similar rule within the ensuing 12 months, unless it has beenapproved in advance by ordinary resolution of the shareholders;Section 15(5A) – inserted by the Amendment Act: Any failure to ratify the rulesdoes not affect the validity of anything done in terms of those rules duringthe period that they had interim effect as provided in subsection 4(c)(i);Any provision in any rules which are inconsistent with the Act or the MOI isVOID to the extent of its inconsistency.BINDING EFFECT OF RULES AND MOISection 15(6)●●the MOI (and, once ratified, any rules of the company) are binding betweenthe company and the shareholder(s) and between the shareholdersthemselves (if more than one) and between the company and each directoror prescribed officer or any other person serving the company as a memberof a committee of the board – in the exercise of their respective functionswithin the company.SHAREHOLDERS AGREEMENTS●●●●Section 15(7): The shareholders may also enter into any shareholdersagreement with one another but such an agreement must be consistentwith the Act and the MOI, concerning any matter relating to the company;Any provision in any shareholders agreement which is inconsistent withthe Act or the MOI is VOID to the extent of its inconsistency.7. AMENDMENT OR ALTERATIONS TO MOI●●Section 16(1): A company’s MOI may be amended –a) In compliance with a court order by the passing a resolution of thecompany’s board to give effect to that court order {and will not require aspecial resolution to be passed by shareholders};b) In the manner contemplated in Section 36(3) and (4) – in other wordsby the Board filing a Notice of Amendment with the Commission settingout the changes (to increase or decrease the number of authorised sharesof any class of shares, reclassify any classified shares that have beenauthorised but not issued, classify any unclassified shares that have beenauthorised but not issued or determine the preferences, rights, limitationsor other terms of shares in a class). [This is an alterable provision – i.eunless MOI provides otherwise];at any other timec) If a special resolution to amend it is:(i) proposed by –(aa) the board of the company, or(bb) *shareholders entitled to exercise at least 10% of the voting rightsthat may be exercised on such a resolution, and13