GUIDE TO THE MEMORANDUM OF INCORPORATION

Table K●●ELECTRONIC SIGNATURES, COMMUNICATION ANDSUBSTANTIAL COMPLIANCESection 6(10): If, in terms of the Act, a notice is required or permittedto be given or published to any person, it is sufficient if the notice istransmitted electronically directly to that person in a manner and formsuch that the notice can be conveniently printed by the recipient withina reasonable time and at a reasonable cost;●●A notice of meeting to shareholders as contemplated in Section 62may be “in writing or electronic form” (unless the company’s MOIprovides otherwise);●●●●●●Faxes, telephone communications and conference calls – are allelectronic communications which are suitable for establishing a“virtual” presence for purposes of meetings as contemplated in the Act;Section 63 relates to shareholders meetings and Section 73 refersto Board meetings of Directors and provides that a meeting ofshareholders and directors respectively may be conducted entirelyby electronic communication or if held in person, one or more ofthe shareholders, directors or proxies may participate by electroniccommunication – so long as the methods employed enables allpersons participating to simultaneously communicate with each otherwithout an intermediary and to participate reasonably effectively inthat meeting (and so long as the MOI allows for it). In such a case thenotice of that meeting must inform shareholders/directors (whichever isapplicable) of the availability of that form of participation, and provideany necessary information to enable shareholders or their proxies/directors – to access the available medium or means of electroniccommunication. Such access is at the expense of the shareholderor proxy/director, except to the extent that the company determinesotherwise;Thus the definition of “present at a meeting” includes a “virtualpresence” or representation by electronic proxy.48