GUIDE TO THE MEMORANDUM OF INCORPORATION

In addition, the company may elect voluntarily to incorporate theprovisions of Section 159 relating to Confidential disclosures and theprotection of whistle-blowers. Section 159 states that it is compulsory fora SOC or public company to directly or indirectly –●●●●●●Establish and maintain a system to receive confidential disclosures ofany person as contemplated in Section 159 and act on them, andRoutinely publicise the availability of that system to directors,secretaries, other officers, employees, registered trade unions ofthe company, a supplier of goods or services to a company or anemployee of such a supplier;Any provision of a SOC or public company’s MOI or an agreement isvoid to the extent it purports to limit or negate this Section 159.Certain companies are required to set up a Social and Ethics Committee(unless exempted). Section 72(4) and Regulation 43: Every SOC Ltdcompany, and every listed company and any other company that has inany two of the previous five years, scored above 500 points in terms ofRegulation 26(2);Refer to Table H on page 46 for Public Interest Score card perRegulation 26.(2) The company, being a private company, does or does not elect [in termsof Section 118(1)(c)(ii) to submit voluntarily with the provisions of PartsB and C of Chapter 5 of the Act – [Fundamental Transactions and Takeovers],and to the Take-Over Regulations and if does elect to do so, thento the extent set out in Part C of Schedule 1.ARTICLE 2 – SECURITIES OF THE COMPANY*Refer to page 38 for definitions of beneficial interest, securities, shareholderand debt instrument;2.1 SharesThe MOI (in the schedule) could set out in detail any provisions regardingthe classes of authorised shares, the maximum number of authorisedshares of each class, and the preferences, rights, limitations and otherterms of each class of shares, as contemplated in section 15(2) of the Act;(1) The MOI could therefore either state that the company is authorised toissue no more than:OR– ................. shares of a single class of common shares each of whichentitles the holder to –(a) Vote on any matter to be decided by a vote of shareholders of thecompany;(b) Participate in any distribution of profit to the shareholders;– ................. the maximum number of each of the classes of shares setout in Part A of Schedule 2, subject to the preferences, rights, limitationsand other terms associated with each such class also set out in Part A ofSchedule 2;18