GUIDE TO THE MEMORANDUM OF INCORPORATION

SHAREHOLDER AGREEMENTS[Schedule 5, Item 4(3A) inserted by Amendment Act]●●If, before the general effective date, the shareholders of a pre-existingcompany had adopted any agreement between or amongst themselvesunder whatever style or title, comparable in purpose and effect to anagreement contemplated in section 15(7) – [i.e a shareholders agreementconcerning any matter relating to the company], – then any such agreementcontinues to have the same force and effect as of the general effective datefor a period of two years despite Section 15(7) {which states that it wouldbe void to the extent of its inconsistency with the Act or the company’sMOI}, or until changed by the shareholders who are party to the agreement.2.3 TWO YEAR “GRACE” PERIOD AND ENFORCEMENTTWO YEAR “GRACE” PERIOD●●from General effective date of Act fortwo years thereafter 1 May 2011 to1 May 2013DURING GRACE PERIOD, IF THERE ISCONFLICT BETWEEN:POST GRACE PERIOD●●end of two year“grace” period from1 May 2013POST GRACE PERIOD,IF THERE IS CONFLICT:MOIRULESSHAREHOLDERAGREEMENTSCOMPLIANCE NOTICES(i) a provision of the Act and a provisionof the pre-existing company’s MOI,the latter will prevail to the extentthat Schedule 5 provides otherwise(ii) a binding provision [or rules ofgovernance] and the Act, the bindingprovision will prevail for the periodof two years or until changed by thecompany(iii) a provision of a pre-existing shareholdersagreement – and the Act orthe company’s MOI, the provisionof the agreement prevails, except tothe extent that the agreement or MOIprovides otherwise or until changedby the shareholders who are party toit [despite Section 15(7)]●●despite Chapter 7, until a pre-existingcompany has filed amendment to itsMOI to bring it in harmony with the Act,no compliance notice will be issued bythe Commission or Panel during thistime in respect of conduct which isinconsistent with the Act but consistentwith a provision that prevails over theAct in terms of (i) to (iii) above(i) the Act will takeprecedence overthe MOI if there isa provision thereinwhich is inconsistentwith the Act(ii) the binding provisionswill continueto have the sameforce and effectonly to the extentthat they are consistentwith the Act(iii) the agreementwill only continueto have the sameforce and effect tothe extent that itis consistent withthe Act and thecompany’s MOI●●a compliance noticewill be issued by theCommission or Panelwhere necessary5