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4.6.1 notwithstanding anything to the contrary in this Memorandum, on the death, sequestration, liquidation
or legal disability of any one of such joint holders, the remaining joint holders may be recognised, at the
discretion of the Board, as the only persons having title to such security;
4.6.2 any one of such joint holders may give effectual receipts for any dividends, bonuses or returns of capital or
other accruals payable to such joint holders;
4.6.3 only the joint holder whose name stands first in the securities register of the Company shall be entitled to
delivery of the certificate relating to that security, or to receive notices from the Company (and any notice
given to such joint holder shall be deemed to be notice to all of the joint holders); and
4.6.4 any one of the joint holders of any security conferring a right to vote may vote either personally or by proxy
at any shareholders’ meeting in respect of such security as if he were solely entitled thereto, and if more
than one of such joint holders is present at any shareholders’ meeting, either personally or by proxy, the joint
holder who tenders a vote and whose name stands in the securities register of the Company before the other
joint holders who are present in person or by proxy shall be entitled to vote in respect of that security.
4.7 Legal Representatives
A legal representative (not being one of several joint holders) shall be the only person recognised by the Company
as a shareholder or having any title to a security registered in the name of the shareholder whom he represents. The
legal representative shall provide proof of his capacity as such in a form reasonably satisfactory to the Company or
the Chairman, as the case may be.
4.8 Commission
4.8.1 The Company may not pay commission of more than 10% (ten per centum) of the subscription price at which
securities are issued to any person in consideration for such person subscribing or agreeing to subscribe,
absolutely or conditionally, or for procuring or agreeing to procure subscriptions, absolute or conditional, for
such securities.
4.8.2 Such commission may be paid in whole or in part by fully paid up securities, provided that the prior approval
of Shareholders by means of an ordinary resolution shall be required before any commission or portion
thereof is paid in shares.
4.9 Authority to sign transfer deeds
All authorities to sign transfer deeds granted by holders of securities for the purpose of transferring securities that
may be lodged, produced or exhibited with or to the Company at any of its transfer offices shall, as between the
Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect,
and the Company may allow the same to be acted upon until such time as express notice in writing of the revocation
of the same shall have been given and lodged at the Company’s transfer offices at which the authority was lodged,
produced or exhibited. Even after the giving and lodging of such notices, the Company shall be entitled to give
effect to any instruments signed under the authority to sign, and certified by any officer of the Company, as being in
order before the giving and lodging of such notice.
4.10 Securities not subject to lien
Securities shall not be subject to any lien in favour of the Company and shall be freely transferable.
4.11 Transmission
This Memorandum may not contain a provision to the effect that securities registered in the name of a deceased or
insolvent holder shall be forfeited if the executor fails to register them in his own name or in the name of the heir(s)
or legatees, when called upon by the directors of the Company to do so.
5. SHAREHOLDER RIGHTS AND PROXY FORMS
5.1 Shareholders’ right to information
This Memorandum does not establish any information rights of any person in addition to the information rights
provided in sections 26(1) and (2) of the Act.
[Section 26(3)]
5.2 Representation by concurrent proxies
This Memorandum does not limit or restrict the right of a shareholder to appoint two or more persons concurrently
as proxies, or to appoint more than one proxy to exercise voting rights attached to different securities held by that
shareholder.
[Section 58(3)(a)]
5.3 Authority of proxy to delegate
This Memorandum does not limit or restrict the right of a proxy to delegate the proxy’s authority to act on behalf of
the shareholder appointing him to another person, subject to such restrictions as may be set out in the instrument
appointing the proxy.
[Section 58(3)(b)]
ANNEXURE A: MEMORANDUM OF INCORPORATION
AMENDMENT (continued)