In these Regulations and in the Memorandum of Association:

The Regulations contained in Table “A” in the First Schedule to the Law shall not apply except so far as the same are repeated or contained in these Regulations.

The Company shall pay all preliminary and other expenses and enter into, adopt or carry into effect and take over or continue (with such modifications, if any, as the contracting parties shall agree and the Board shall approve), any agreement or business or work reached or carried on (as the case might be) prior to incorporation, as the Company may decide.

The Board shall have the power to dispose of the shares, and the Board may allot or otherwise dispose of them, including but not limited to by way of issuing other securities giving a right to purchase shares in the Company or which are convertible into shares in the Company subject to the provisions of Regulation 5, at its discretion to such Persons at such times and generally on such terms and conditions, and provided that no shares shall be issued at a discount, except as provided by section 56 of the Law.

Other than to HIGHWORLD, GS or their respective Affiliates, no shares and/or other securities giving a right to purchase shares in the Company or which are convertible into shares in the Company, including depositary receipts relating to shares, shall be issued to any other Person if the result of such issuance would be that (i) such Person (taken together with any Person acting in concert with them) would hold such number of shares that would together carry 30% or more, but not more than 50%, of the voting rights in the Company, or (ii) such Person (taken together with any Person acting in concert with them) would hold such number of shares that would together carry 50% or more of the voting rights in the Company, unless such Person (or any Person determined by the Board to be acting in concert with them) has made or simultaneously makes an unconditional cash offer to all

The total voting rights in the Company shall be calculated excluding shares held by the Company or any subsidiary thereof subject to the provisions of the Law. An offer shall not be required under this Regulation 4 solely as a result of a Person’s interest in shares bearing an increased percentage of the voting rights in the Company due to a share acquisition by the Company or any subsidiary thereof (whether such shares are subsequently held, in treasury in the case of the Company, or cancelled) being effected.

Unless the Board (in its reasonable discretion) determines otherwise, the requirements of this Regulation 4 shall not apply where:

the proposed acquisition of the relevant shares in the Company is to be effected in connection with the exercise of security rights; or

the proposed acquisition of the relevant shares in the Company by the relevant acquirer is to be effected pursuant to the exercise of any pre-emption rights unless otherwise determined by the Company pursuant to section 60B(5) of the Law.

If at any time the Board is satisfied that any Member is or was required by this Regulation 4 to extend an offer to all Members but has failed to do so or has not acted in accordance with other provisions of this Regulation 4 or Regulation 27A (including to provide information requested by the Board pursuant to Regulation 4(g) or Regulation 27A(f)), then the Board may, within twenty-one (21) calendar days of being so satisfied, by notice (a “Suspension Notice”) to such Member and any other Person acting in concert with such Member (together the “Defaulters”), or to any depository through which interests in such shares are held, direct that:

the Defaulters shall not be entitled to vote (or direct the voting of) the shares, the acquisition of which should not have been registered or effected without an offer being made under this Regulation 4 or (in case of any other breach) such of the shares in which they have interests as the Board may determine (the “Default Shares”) (whether by written resolution or at a General Meeting either personally or by proxy) or to exercise any other right conferred by membership in the Company in relation to such Default Shares;

except in a liquidation of the Company, no payment shall be made of any sums due from the Company on the Default Shares, whether in respect of capital or dividend or otherwise, and the Company shall not meet any liability to pay interest on any such payment when it is paid to the Members;

no other distribution shall be made in respect of the Default Shares; and

the Defaulters may not transfer any of the Default Shares or any interest therein unless such is (A) pursuant to acceptance of an offer or (B) a transfer which the Board is satisfied is a bona fide sale of the whole of the beneficial ownership of the relevant Defaulter’s Default Shares to a party unconnected with any Defaulter,

If the proposed acquirer (taken together with any Person acting in concert with them) has acquired or has contracted pursuant to acceptances of the offer to acquire such number of shares in the Company that would together with any other shares held by the proposed acquirer (or Persons acting in concert with them) carry 90% or more of the voting rights in the Company, the proposed acquirer may give irrevocable notice (a “Drag Along Notice”) to all other Members requiring such other Members to accept the offer, and such other Members (and any Person which becomes a Member following delivery of such Drag Along Notice pursuant to the exercise of a pre-existing option or right to acquire shares, who shall be deemed to have been delivered the Drag Along Notice immediately upon becoming a Member) shall be deemed to have accepted such offer and shall accordingly be obliged to transfer their shares (and deliver executed share transfer forms) at the same time as the other shares sold under the offer (or, if later, seven (7) calendar days after the date of the Drag Along Notice being given or deemed delivered).

If any Member does not on completion of the sale of any shares pursuant to this Regulation 4 execute transfer(s) in respect of all the shares in respect of which that Member accepted, or was deemed to have accepted, an offer, that Member shall be deemed to have irrevocably appointed any Person nominated for the purpose by the Company to be his agent and attorney to execute all necessary transfer(s) on his behalf and against receipt by the Company (on trust for such Member) of the purchase monies or any other consideration payable for the relevant shares deliver such transfer(s) to the proposed acquirer (or as it may direct) and the Board shall forthwith register the proposed acquirer (or its nominee) as the holder thereof and, after the proposed acquirer (or its nominee) has been registered as the holder, the validity of such proceedings shall not be questioned by any such Person.

The Board shall have the power to require Members (or those it has reasonable grounds to suspect are Members) to provide it within fourteen (14) calendar days of request with such information (and corroborating evidence and documentation) as it may require in connection with this Regulation 4 (including, without limitation, such information as may be required to determine whether a Person holds any shares in the Company and/or is acting in concert with another Person and to establish what percentage of the voting rights in the Company are held by that Person and those acting in concert with them). The Company may make requests under this Regulation 4(g) to Members via the depository for any relevant share deposit programme.

The Board shall have full power, authority and discretion to interpret and implement this Regulation 4 and to waive part or full compliance with the same and to condition any such waiver as it sees fit (including, without limitation, by requiring Member approvals as a condition to a waiver), provided that all Members of the same class must be afforded equivalent treatment. Each decision of the Board shall be final and non-appealable. Since this Regulation 4 is for the benefit of the Company and the Members as a whole, the Board shall (in the absence of fraud, gross negligence or wilful misconduct) have no liability to any Member, any Person who has any interest in shares, or any other Person for the manner in which they exercise or refrain from exercising any powers or discretions under this Regulation 4 or for any determination which the Board makes (in good faith) as to the application of the provisions of this Regulation 4 to any particular circumstances.

Unless otherwise determined by the Company pursuant to section 60B(5) of the Law, all new shares and/or other securities giving right to the purchase of shares in the Company or which are convertible into shares of the Company, shall be offered before their allotment to all Members on a pro-rata basis of each Member’s existing share in the capital of the Company, on a specific date fixed by the Board. Any such offer shall be made upon written notice (the “Allotment Notice”) to all Members specifying:

the number of shares and/or other securities giving right to the purchase of shares in the Company or which are convertible into shares in the Company, which the Member is entitled to acquire, as well as the subscription price per share and any other terms of subscription; and

the time period (which shall not be less than fourteen (14) calendar days from the date of the Allotment Notice) within which the offer, if not accepted, shall be deemed to have been rejected.

Without prejudice to any special rights previously conferred on any Members or class of Members, any shares in the Company may be issued with such preferred, deferred or other special rights or with such restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Company, by Ordinary Resolution, may from time to time determine.

Subject to the provisions of section 57 of the Law, any preference shares may be issued by passing an Ordinary Resolution on such terms that they are, or (at the option of the Company or the relevant Members) are liable to be, redeemed on such terms and in such manner as may be determined by a Special Resolution passed at the time of the redemption of such shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of shares of that class) may, whether or not the Company is being wound up, be altered only with the approval of a resolution passed at a separate General Meeting of the holders of the shares of such class. Subject to the Law, the provisions of these Regulations relating to General Meetings shall apply to each such separate General Meeting, except that: (a) the necessary quorum for each such separate General Meeting shall be two (2)

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not (unless otherwise expressly provided by the terms of issue of the shares of that class) be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

The Company may exercise the powers of paying commissions conferred by section 52 of the Law, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said section and the rate of the commission shall not exceed the rate of ten per cent (10%) of the price at which the shares in respect whereof the same is paid are issued. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

Except as required by the Law, no Person shall be recognised by the Company as holding any shares upon trust, and the Company shall not be bound by, or compelled in any way to recognise (even when having notice thereof), any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Regulations or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof held by the registered holder.

Notwithstanding the above, but subject to the provisions of section 112 of the Law, the Company may, in its discretion, and only if the Company is notified accordingly in writing, recognise the existence of the trust on any share even though it cannot register it in the Company’s register of Members. This recognition is made known with a letter to the trustees and is irrevocable provided this trust continues to exist, even if the trustees or some of them are replaced.

The Company shall keep a register of Members and a directory of Members under sections 105 and 106 of the Law, which shall be available for inspection by the Members free of charge.

Every Person whose name is entered as a Member in the register of Members shall be entitled free of charge to receive within two (2) months after allotment or recordation of transfer (or within such other period as the conditions of issue shall provide) one (1) certificate for all his shares or several certificates for every

Notwithstanding the foregoing, if the Company’s shares or Depositary Receipts or other securities are listed on any Foreign Market, the Company shall have the right not to keep a register of Members or issue share certificates in physical form, provided it complies with the relevant regulations of the relevant Foreign Market and references in these Regulations to the “register of Members” shall be construed as being references to such record of Members, if any and in whatever form, of the Company as may be maintained in accordance with the said regulations.

Notwithstanding Regulations 26-31, in the event that the Company’s shares or other securities are listed on any Foreign Market, it shall be lawful for the Company to register the transfer of shares even if no appropriate instrument of transfer has been delivered to the Company, provided that the relevant transfer has been effected in accordance with the law or the regulations governing the operation of the relevant Foreign Market. In such case, the Board shall not be entitled to refuse to recognize the transfer of such shares.

The Company shall provide financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any Person of or for any shares in the Company or in its holding company, only in compliance with the Law.

The Company shall have a first and paramount lien on every share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share and the Company shall also have a first and paramount lien on all shares standing registered in the name of a single Person for all moneys presently payable by him or his estate to the Company; but the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Regulation. The Company’s lien, if any, on a share shall extend to all dividends payable thereon as well as to any other rights or benefits attached thereto.

The Company may sell, in such manner as the Board determines in its discretion, free and clear of any lien, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) calendar days after a written notice stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder for the time being of the share, or the Person entitled thereto by reason of his death or bankruptcy.

To give effect to any such sale, the Board may authorise some Person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and any excess funds shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the Person entitled to the shares immediately prior to the sale.

The Board may from time to time call upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen (14) calendar days’ written notice specifying the time or times and place of payment) pay to the Company, at the time or times and place so specified, the amount called on his shares. A call may be revoked or postponed as the Board may determine and the Members shall be accordingly notified in writing.

A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by instalments, as determined by the Board in its discretion.

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as the Board may determine, such rate not to exceed eight per cent (8%) per annum, but the Board shall be permitted to waive payment of such interest wholly or in part.

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these Regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable. In case of non-payment all relevant provisions of these Regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. The Board may on the issue of shares, differentiate between the holders as to the number of calls, the amount of calls to be paid and the times of payment.

The Board may in its discretion receive from any willing Member an advance of all or any part of the moneys uncalled and unpaid upon any shares held by him; upon all or any of the moneys so advanced (until the same would, but for such advance, become payable) the Company shall, unless the Company in General Meeting shall otherwise direct, pay interest at a rate not exceeding five per cent (5%) per annum, as may be agreed upon between the Board and the Member paying such sum in advance.

The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of Members in respect thereof.

Subject to any limitations contained in these Regulations, any Member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the Board may approve.

No transfer of shares and/or other securities giving a right to purchase shares in the Company or which are convertible into shares in the Company, including depositary receipts relating to shares, shall be registered by the Company if the result of such transfer would be that (i) the Person acquiring such shares (taken together with any Person acting in concert with them) would hold such number of shares that would together carry 30% or more, but not more than 50%, of the voting rights in the Company, or (ii) the Person acquiring such shares (taken together with any Person acting in concert with them) would hold such number of shares that would together carry 50% or more of the voting rights in the Company, unless such Person has made or simultaneously makes an unconditional cash offer to all Members (which shall be open for acceptance for a period of not less than fourteen (14) calendar days from the making of the offer) to purchase all shares held by such Members at not less than the highest price paid by them (or by any Person determined by the Board to be acting in concert with them) for any shares (including those included in the proposed transfer) in the preceding 12 months, or, if no such transfers have taken place in respect of shares, at a price and on terms determined by the Board to be comparable to any offer for purchase of shares in the Company. For the avoidance of doubt, the provisions of this Regulation 27A shall not apply to any transfer of shares to be registered in the name of HIGHWORLD, GS or any of their respective Affiliates.

The total voting rights in the Company shall be calculated excluding shares held by the Company or any subsidiary thereof subject to the provisions of the Law. An offer shall not be required under this Regulation 27A solely as a result of a Person’s interest in shares bearing an increased percentage of the voting rights in the Company due to a share acquisition by the Company or any subsidiary thereof (whether such shares are subsequently held, in treasury in the case of the Company, or cancelled) being effected.

Unless the Board (in its reasonable discretion) determines otherwise, the requirements of this Regulation 27A shall not apply where:

the proposed acquisition of the relevant shares in the Company is to be effected in connection with the exercise of security rights; or

the proposed acquisition of the relevant shares in the Company by the relevant acquirer is to be effected pursuant to the exercise of any pre-emption rights unless otherwise determined by the Company pursuant to section 60B(5) of the Law.

If at any time the Board is satisfied that any Member is or was required by this Regulation 27A to extend an offer to all Members but has failed to do so or has not acted in accordance with any other provision of Regulation 4 or this Regulation 27A (including to provide information requested by the Board pursuant to Regulation 4(g) or Regulation 27A(f), then the Board may, within twenty-one (21) calendar days of being so satisfied, by notice (a “Suspension Notice”) to such Member and any other Person acting in concert with such Member (together the “Defaulters”), or to any depository through which interests in such shares are held, direct that:

the Defaulters shall not be entitled to vote (or direct the voting of) the shares, the acquisition of which should not have been registered or effected without an offer being made under this Regulation 27A or (in case of any other breach) such of the shares in which they have interests as the Board may determine (the “Default Shares”) (whether by written resolution or at a General Meeting either personally or by proxy) or to exercise any other right conferred by membership in the Company in relation to such Default Shares;

except in a liquidation of the Company, no payment shall be made of any sums due from the Company on the Default Shares, whether in respect of capital or dividend or otherwise, and the Company shall not meet any liability to pay interest on any such payment when it is paid to the Members;

no other distribution shall be made in respect of the Default Shares; and

the Defaulters may not transfer any of the Default Shares or any interest therein unless such is (A) pursuant to acceptance of an offer or (B) a transfer which the Board is satisfied is a bona fide sale of the whole of the beneficial ownership of the relevant Defaulter’s Default Shares to a party unconnected with any Defaulter,

If the proposed acquirer (taken together with any Person acting in concert with them) has acquired or has contracted pursuant to acceptances of the offer to acquire such number of shares in the Company that would together with any other shares held by the proposed acquirer (or Persons acting in concert with them) carry 90% or more of the voting rights in the Company, the proposed acquirer may give irrevocable notice (a “Drag Along Notice”) to all Members requiring such Members to accept the offer, and such Members (and any Person which becomes a Member following delivery of such Drag Along Notice pursuant to the exercise of a pre-existing option or right to acquire shares, who shall be deemed to have been delivered the Drag Along Notice immediately upon becoming a Member) shall be deemed to have accepted such offer and shall accordingly be obliged to transfer their shares (and deliver executed share transfer forms) at the same time as the other shares sold under the offer (or, if later, seven (7) calendar days after the date of the Drag Along Notice being given or deemed delivered).

If any Member does not on completion of the sale of any shares pursuant to this Regulation 27A execute transfer(s) in respect of all the shares in respect of which that Member accepted, or was deemed to have accepted, an offer, that Member shall be deemed to have irrevocably appointed any Person nominated for the purpose by the Company to be his agent and attorney to execute all necessary transfer(s) on his behalf and against receipt by the Company (on trust for such Member) of the purchase

The Board shall have the power to require Members (or those it has reasonable grounds to suspect are Members) to provide it within fourteen (14) calendar days of request with such information (and corroborating evidence and documentation) as it may require in connection with Regulation 4 and this Regulation 27A (including, without limitation, such information as may be required to determine whether a Person holds any shares in the Company and/or is acting in concert with another Person and to establish what percentage of the voting rights in the Company are held by that Person and those acting in concert with them). The Company may make requests under this Regulation 27A(f) to Members via the depository for any relevant share deposit programme.

The Board shall have full power, authority and discretion to interpret and implement this Regulation 27A and to waive part or full compliance with the same and to condition any such waiver as it sees fit (including, without limitation, by requiring Member approvals as a condition to a waiver), provided that all Members of the same class must be afforded equivalent treatment. Each decision of the Board shall be final and non-appealable. Since this Regulation 27A is for the benefit of the Company and the Members as a whole, the Board shall (in the absence of fraud, gross negligence or wilful misconduct) have no liability to any Member, any Person who has any interest in shares, or any other Person for the manner in which they exercise or refrain from exercising any powers or discretions under this Regulation 27A or for any determination which the Board makes (in good faith) as to the application of the provisions of this Regulation 27A to any particular circumstances.

The Board may decline to register the transfer of a share on which the Company has a lien.

The Board may also decline to recognize any instrument of transfer unless:

the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require, to show the right of the transferor to make the transfer; and

the instrument of transfer is in respect of only one class of shares.

If the Board refuses to register a transfer it shall, within two (2) Business Days after the date on which the instrument of transfer was lodged with the Company, send to the transferee written notice of such refusal.

The registration of transfers may be suspended at such times and for such periods as the Board may determine from time to time, provided always that such registration shall not be suspended for more than thirty (30) calendar days in any year.

The Company shall be entitled to charge a fee, which the Board may specify from time to time, on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney or other instrument.

In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, shall be the only Persons recognized by the Company as having any title to his interest in the shares. Nothing herein contained, however, shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other Persons.

In case of death, bankruptcy, liquidation, merger or other similar event with respect to a Member, the legal representative of the Member who has died, been declared bankrupt, been liquidated, merged or is the object of a similar event, is entitled, upon providing the necessary supporting evidence to the Company to be registered as the owner of the shares held by said Member. Such legal representative has the right to nominate another Person to be registered as the transferee thereof.

In case the legal representative nominates another Person to be the transferee of the relevant shares, the legal representative shall disclose his decision and take all actions and execute all contracts, instruments or other documentsnecessary for the legal transfer of the relevant shares to the Person who has been so nominated. In this case, all the limitations, restrictions and provisions of these Regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy or liquidation or merger or similar event with respect to the Member had not occurred and the notice or transfer was part of the process of a contractual transfer signed by that Member.

Any legal representative who would acquire a right over shares by reason of the death or bankruptcy or liquidation or merger or similar event with respect to the holder shall be entitled to the same dividends and other benefits to which he would be entitled if he were the registered holder of the relevant shares, except that he shall not, before being registered as a Member in respect of the said shares, be entitled in respect of them to exercise any right conferred by virtue of being a Member in relation to General Meetings. Notwithstanding the foregoing, the Board may, at any time give notice requiring any such Person to elect, the latest within ninety (90) calendar days either to be registered himself or to transfer the relevant shares. In case the notice is not complied with within ninety (90) calendar days from the day when it was given, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may, at any time thereafter, during such time as any part of the call or instalment remains unpaid, serve a written notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

The notice shall name a further day (not earlier than the expiration of fourteen (14) calendar days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

If the payments set forth in such notice are not paid or any other conditions not satisfied, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board determines in its discretion, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Board determines in its discretion.

A Person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding such forfeiture, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

A statutory declaration by a Director or the Secretary so stating and stating that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the Person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

The provisions of these Regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the shares or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

The Company may, by a resolution of the General Meeting passed in accordance with section 59A of the Law, from time to time, increase the share capital by such sum, to be divided into shares of such amount, as the said resolution shall prescribe.

The Company may by an Ordinary Resolution of the General Meeting passed in accordance with section 59A of the Law:

consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association subject, nevertheless, to the provisions of section 60(1)(d) of the Law;

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person.

reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorised, and consent required, by law;

Subject to the provisions of the Law, purchase its own shares.

The Company shall hold a General Meeting each year as its Annual General Meeting in addition to any other General Meetings in that year, and shall provide notice of such General Meeting, specifying such General Meeting as the Annual General Meeting in the notices calling it. Not more than fifteen (15) months shall elapse between the date of one Annual General Meeting and that of the next; provided that so long as the Company holds its first Annual General Meeting within eighteen (18) months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Board shall appoint.

All General Meetings other than Annual General Meetings shall be called “Extraordinary General Meetings”.

The Board may, whenever it determines in its discretion, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened by the Board on request of Members, according to the provisions of section 126 of the Law or, upon the failure of the Board to so convene a meeting, may be convened, by such Members themselves, as provided by section 126 of the Law.

An Annual General Meeting and a General Meeting called for the passing of a Special Resolution shall be called by at least twenty-one (21) calendar days’ written notice . All other General Meetings shall, subject to complying with section 127 of the Law, be called by at least fourteen (14) calendar days’ written notice. The notice period shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the date and the hour of the General Meeting and, in case of special business, the general nature of that business and shall be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the General Meetings to such Persons as are, under these Regulations, entitled to receive such notices from the Company.

in the case of a General Meeting called as the Annual General Meeting, by all the Members entitled to attend and vote thereat; and

in the case of any other General Meeting, by a majority in number of the Members having a right to attend and vote at the General Meeting, being a majority together holding not less than ninety five per cent (95%) in nominal value of the shares giving that right.

The accidental omission to give notice of a General Meeting to, or the non-receipt of such a notice by, any Person entitled to receive such notice, shall not invalidate the proceedings at that General Meeting.

All business to be transacted at an Extraordinary General Meeting shall be deemed special; all business that is transacted at an Annual General Meeting shall be deemed special, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Board and Auditors, or any such other reports as required by the Law, the election of Directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the Auditors.

No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the General meeting proceeds to business. Unless otherwise provided in these Regulations, three (3) Members present in person or by proxy shall form a quorum. In case of a meeting called for the consideration of the appointment, removal or substitution of a Director pursuant to Regulation 75C, the Member present in person or by proxy who has the right to receive notice, attend and vote at the relevant General Meeting shall form a quorum.

If a quorum is not present within half an hour from the time appointed for the General Meeting, the General Meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Board may determine, and if at the adjourned General Meeting a quorum is not present within half an hour from the time appointed for the General Meeting, the Members present at such time shall then constitute a quorum.

All notices and other communications concerning the General Meeting that each Member is entitled to receive must also be sent to the Auditors.

The Chairman, if any, shall preside as chairman at every General Meeting of the Company, or if there is no such Chairman, or if he shall not be present within fifteen (15) minutes after the time appointed for the holding of the General Meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the General Meeting.

If at any General Meeting no Director is willing to act as chairman or if no Director is present within fifteen (15) minutes after the time appointed for holding the General Meeting, the Members present shall choose one of their number to be chairman of the General Meeting.

The chairman of the General Meeting may, with the consent of any General Meeting at which a quorum is present (and shall if so directed by the General Meeting), adjourn the General Meeting from time to time and from place to place, but no other business shall be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place. When a General Meeting is adjourned for thirty (30) calendar days or more, notice of the adjourned General Meeting shall be given as in the case of an original General Meeting. Except as provided in this Regulation 56, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned General Meeting.

At any General Meeting any resolution put to the vote of the General Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

by the chairman of the General Meeting; or

by at least three (3) Members present in person or by proxy; or

by any Member or Members present in person or by proxy and representing not less than one-tenth (1/10) of the total voting rights of all the Members having the right to vote at such General Meeting; or

by a Member or Members holding shares in the Company conferring a right to vote at the General Meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth (1/10) of the total sum paid up on all the shares conferring that right.

Except as provided in Regulation 60, if a poll is duly demanded, it shall be taken in such manner as the chairman of the General Meeting directs, and the result of the poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the General Meeting shall not have a second or “casting vote”.

A poll demanded on the election of a chairman of the General Meeting or on a question of adjournment of the General Meeting shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the General Meeting directs, and any business other than upon which a poll has been demanded may be proceeded with pending the taking of the poll.

Subject to any rights or restrictions then attached to any class or classes of shares, on a show of hands, every Member present in person or by proxy shall have one (1) vote, and on a poll, every Member shall have one (1) vote for each share of which he is the holder.

In the case of joint holders, the vote of the senior Person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of Members.

A Member of unsound mind, or in respect of whom an order has been issued by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, through the administrator of his property, his committee, receiver, curator bonis, or other Person with a similar capacity, appointed by that Court. These Persons may, on a poll, also vote by proxy.

No Member shall be entitled to vote at any General Meeting unless all calls or other sums presently payable by him in respect of his shares in the Company have been paid.

No objection shall be raised as to the qualification of any voter except at the General Meeting or adjourned General Meeting at which the vote objected to is given or tendered and every vote not disallowed at such General Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the General Meeting whose decision shall be final and conclusive.

On a poll taken at a General Meeting, the Members who have a right to vote can vote, either personally or by proxy. In each case:

Members who have a right to more than one (1) vote may, when voting, choose not to exercise all their voting rights in the same way, but may choose to cast each vote in a different way; and

the authorization granted to a proxy need not be the same for all the shares in relation to which the proxy is being appointed by the Member.

Without prejudice to the rights of Members to appoint proxies under section 130 of the Law, the instrument appointing a proxy shall be in writing signed in writing by the appointer or of his duly authorised attorney, or, if the appointer is a corporation, either under seal or signed by a duly authorized officer or attorney. A proxy need not be a Member of the Company.

Without prejudice to the rights of Members to appoint proxies under section 130 of the Law, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place within Cyprus as is specified for that purpose in the notice convening the General Meeting, at any time before the time for holding the General Meeting or adjourned General Meeting, at which the Person named in the instrument proposes to vote, or, in the case of a poll, at any time before the time appointed for the taking of the poll, and any instrument of proxy that does not comply with such provisions shall not be treated as valid.

An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit-

Where it is desired to afford Members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit-