Memorandum of Association

29 The chairperson of any General Meeting may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

30 A resolution put to the vote of a General Meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll or secret ballot is duly demanded. Subject to the provisions of the Companies Act, a poll or secret ballot may be demanded:

30.1 by the chairperson of the meeting; or

30.2 by at least three Members having the right to vote at the meeting; or

30.3 by a Member or Members representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting and a demand by a person as a proxy for a Member shall be the same as a demand by the Member.

31 Unless a poll or secret ballot is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

32 The demand for a poll or a secret ballot may be withdrawn before the poll or the secret ballot is taken, but only with the consent of the chairman. The withdrawal of a demand for a poll or a secret ballot shall not invalidate the result of a show of hands declared before the demand for the poll or the secret ballot was made.