GUIDE TO THE MEMORANDUM OF INCORPORATION

g) approve a decision of the board for re-acquisition of shares in thecircumstances contemplated in section 48(8);h) authorise the basis for compensation to directors of a profit companyas required by section 66(9);i) approve the voluntary winding up of the company as contemplated insection 80(1);j) approve the winding up of a company in the circumstancescontemplated in section 81(1);k) approve an application to transfer the registration of the company to aforeign jurisdiction as contemplated in section 82(5);l) approve any proposed fundamental transaction to the extent requiredby Part A of Chapter 5, orm) revoke a resolution contemplated in section 164(9)(c).Table JCONDITIONS FOR LENDING FINANCIAL ASSISTANCEDespite any provision in a Company’s MOI to the contrary, the board maynot authorise financial assistance unless:a) the particular provision of financial assistance is –(i) pursuant to an employee share scheme that satisfies therequirements of Section 97; or(II) pursuant to a special resolution of the shareholders adopted in theprevious two YEARS which approved such assistance for the specificrecipient or generally for a category of potential recipients and thespecific recipient falls within that category andb) the board is satisfied that –(i) immediately after giving the financial assistance, the companywould be in compliance with the solvency and liquidity test, and(ii) the terms under which the financial assistance is proposed to begiven are fair and reasonable to the company.In addition to these requirements, the Board must ensure that anyconditions or restrictions respecting the granting of financial assistance setout in the company’s MOI have been satisfied.CONSEQUENCES OF LENDING FINANCIAL ASSISTANCECONTRARY TO PROVISIONS OF THE ACTAny resolution by the Board or agreement to provide financial assistancethat is inconsistent with Section 44 OR Section 45 or any prohibition,restriction or requirement in the company’s MOI is VOID and any directorwho voted in favour of such a resolution or approved an agreementproviding the assistance is liable to the extent set out in section 77(3(e)(iv)in re Section 44 and Section 77(3)(e)(v) in re Section 45 – if the director(a) was present at the meeting when the board approved the resolutionor agreement, or participated in the making of such a decision in termsof section 74; and (b) failed to vote against the resolution or agreementdespite knowing that the provision of financial assistance was inconsistentwith this section or a prohibition, condition or requirement contemplated inthe MOI.47