1. INTERPRETATION

1.1. In these Articles, unless the contrary intention appears: Board means the board of Directors of the Company. Companies Regulations means the AIFC Companies Regulations and includes the AIFC Companies Rules. Company means a Public Company. Chair means the chair of the Board. Chief Executive Officer means the chief executive officer of the Company, who is a natural person and has an Individual Identification Number, appointed by the Board from time to time. Directors means the current Directors of the Company or, as the case may be, those Directors assembled as a Board or as a committee of the Board. Ordinary Resolution means a resolution passed by a simple majority of the votes of the Shareholders (or the Shareholders of the relevant class of Shares) who (being entitled to do so) vote in person or, if proxies are allowed, by proxy, at a General Meeting. Register of Directors means the Register of Directors of the Company under the Companies Regulations. Register of Shareholders means the Register of Shareholders of the Company under the Companies Regulations. Shareholder means a Person entered in the Register of Shareholders as the holder of a Share in the Company. Special Resolution means a resolution passed by at least 75% of the votes of the Shareholders (or the Shareholders of the relevant class of Shares) who (being entitled to do so) vote in person or, if proxies are allowed, by proxy, at a General Meeting provided that notice specifying the intention to propose the resolution as a Special Resolution has been duly given. Secretary means a Person occupying the position of secretary of the Company, by whatever name called. Shares means shares in the Company. these Articles means these Articles of Association.

1.2. Terms used in these Articles have the same meanings as they have, from time to time, in the Companies Regulations, or the relevant provisions of the Companies Regulations, unless the contrary intention appears.

1.3. In these Articles, words in the singular include the plural and words in the plural include the singular, unless the contrary intention appears.

1.4. In these Articles, words indicating gender include every other gender, unless the contrary intention appears.

1.5. In these Articles, the word may, or a similar term, used in relation to a Function indicates that the Function may be Exercised or not Exercised, at discretion.

1.6. In these Articles, the word must, or a similar term, used in relation to a Function indicates that the Function is required to be Exercised.

1.7. References in these Articles to “Writing”, in relation to any document, instrument, certificate, notice, register or communication means a legible form of the information that is capable of being reproduced in tangible form, in any medium (including electronic means). For the avoidance of doubt, the Company may, with the consent of a Shareholder, communicate with that Shareholder by electronic means.

1.8. In these Articles, a reference to Regulations or Rules is a reference to Regulations or Rules of the Astana International Financial Centre and, unless the contrary intention appears, a reference to particular Regulations or Rules includes a reference to those Regulations or Rules as amended from time to time.

1.9. For these Articles, if an Ordinary Resolution is expressed to be required for any purpose, then, subject to the Companies Regulations, a Special Resolution is also effective for that purpose.

2. COMPANY NAME

The Company’s name is [as specified in the application].

3. COMPANY REGISTERED OFFICE

The registered office of the Company is situated in the Astana International Financial Centre, Nur-Sultan, Republic of Kazakhstan, at the address provided in the public register.

4. NATURE OF COMPANY’S BUSINESS

The Company’s principal business activities are:

• (a) [as specified in the application]; and
• (b) any other lawful activity for which companies may be incorporated under the Companies Regulations.

5. SHARE CAPITAL

The authorised share capital of the Company is [as specified in the application].

6. LIABILITY OF SHAREHOLDERS

The liability of Shareholders is limited to the amount, if any, unpaid on the Shares held by them in the Company.

7. COMPANY’S SHARES

7.1. Subject to the provisions of the Companies Regulations and without affecting any rights, entitlements or restrictions attached to existing Shares, a Share may be issued with the rights, entitlements or restrictions that the Company may decide by Ordinary Resolution.

7.2. Subject to the Companies Regulations, the Company may issue, or convert existing nonredeemable Shares, whether Allotted or not, into redeemable Shares at the discretion of the Board.

7.3. The Company must not recognise a Person as holding a Share on trust and, except as otherwise provided by these Articles or the Companies Regulations, the Company is not bound by, and must not recognise, any interest in a Share except an absolute right of ownership.

8. SHARE CERTIFICATES

8.1. Unless the conditions of the Allotment of Shares provide otherwise, on becoming the Shareholder of any Shares, a Person is entitled, free of charge:

• (a) to 1 share certificate for all the Shares of each class held by the Person; and
• (b) to 1 share certificate for any additional Shares of any class transferred to the Person; and
• (c) on transferring a part of the Person’s Shares of any class, to a certificate for the balance of the holding.

8.2. A Shareholder is entitled to additional certificates, each for 1 or more of the Shareholder’s Shares, on payment for every certificate after the first, of the reasonable amount (if any) decided by the Directors.

8.3. Every share certificate must specify the number, class and distinguishing numbers (if any) of the Shares to which it relates, and the amount or respective amounts Paid-up on them.

8.4. The Company is not required to issue more than 1 certificate for Shares held jointly by 2 or more Persons, and delivery of a certificate to a joint holder is sufficient delivery to all of them.

8.5. If a share certificate is lost, stolen or destroyed, the Company may replace it if the Company receives the evidence of the shareholding right that it requires, the indemnity (if any) that it requires, and is paid the reasonable amount (if any) decided by the Directors for the expenses incurred by the Company in investigating the evidence and providing the replacement certificate.

8.6. If a share certificate has become damaged or worn, the Company may replace it if the Company is provided with the certificate and is paid the reasonable amount (if any) decided by the Directors for the expenses incurred by the Company in providing the replacement certificate.

9. TRANSFER OF SHARES

9.1. Subject to the Companies Regulations, the instrument of transfer of a Share in the Company may be in any form approved by the Directors. The instrument of transfer must be executed by or on behalf of the transferor.

9.2. The Company may refuse to register the transfer of a Share in the Company only if the instrument of transfer, the share certificate, and any other evidence that the Directors may reasonably require, are not duly filed at the registered office of the Company or the office of the agent that maintains the Company’s Register of Shareholders.

9.3. If the Directors refuse to register a transfer of a Share, they shall within fourteen (14) days notify the transferee and transferor accordingly.

9.4. The Directors may suspend the registration of transfers of Shares in the Company at the times and for the periods (not exceeding 30 days in any year), as decided by them, acting reasonably.

9.5. The Company may charge a reasonable fee for the registration of any instrument of transfer.

9.6. The transferor remains the holder of a Share until the transferee’s name is entered in the Register of Shareholders as the holder of the Share.

9.7. The Company must keep any instrument of transfer that is registered.

10. TRANSMISSION OF SHARES

10.1. If a Shareholder dies, the Shareholder’s Personal Representative, or, if the Shareholder was a joint holder, the survivor or survivors, are the only Persons who may be recognised by the Company as having title to the Shareholder’s Shares.

10.2 If a Person becomes entitled to a Share as a result of the death or bankruptcy of a Shareholder and gives notice to the Company of the entitlement, the Person must be registered as a Shareholder in relation to the Share. On registration, the Person has the same rights as other Shareholders of the same class of Shares.

11. ALTERATION OF SHARE CAPITAL

11.1. Subject to the Companies Regulations, the Company may:

• (a) increase its share capital by creating new Shares of an existing class with the same nominal value, or a new class of Shares of the nominal value it considers appropriate; or
• (b) consolidate and divide its share capital (whether allotted or not) into Shares representing a larger nominal value than their existing nominal value ; or
• (c) subdivide its Shares, or any of them, into Shares representing a smaller nominal value than their existing nominal value, if the proportion between the amount paid and the amount unpaid (if any) on each subdivided Share is the same as it was for the Share from which the sub-divided Share was derived.

11.2. Any fractions of Shares resulting from a consolidation of Shares may be sold by the Directors on behalf of the Shareholders and the net proceeds distributed proportionately among the Shareholders.

11.3. The Company may, in accordance with the Companies Regulations, reduce its share capital in any way and the terms that it may decide.

12. PURCHASE OF OWN SHARES

Subject to the provisions of the Companies Regulations, the Company may purchase its own Shares.

13. GENERAL MEETINGS

13.1. The Directors may call General Meetings.

13.2. On a Shareholders’ request under section 95 of the Companies Regulations, the Directors or, if appointed, the Secretary, must promptly call a General Meeting or a meeting of holders of any class of Shares. The meeting must be held as soon as practicable, but not later than 2 months after the day the request is made.

14. REQUISITION AND NOTICE OF GENERAL MEETINGS

14.1. A General Meeting of the Company (other than an Annual General Meeting or adjourned Annual General Meeting) must be called by at least 14 days Written notice to all the Shareholders, the Directors and the auditor.

14.2. An Annual General Meeting, or adjourned Annual General Meeting, of the Company must be called by at least 21 days Written notice to all the Shareholders, the Directors and the auditor.

14.3. Subject to the Companies Regulations, a notice of a General Meeting must specify the time and place of the meeting, the general nature of any matters to be considered, and any proposed Resolutions of which notice has been duly given. A notice of an Annual General Meeting must state that the meeting is an Annual General Meeting to the Company or to be proposed by the Company and whether any of them is to be proposed as a Special Resolution.

14.4. The proceedings of a General Meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of the meeting by, any Person entitled to receive the notice.

15. PROCEEDINGS AT GENERAL MEETINGS

15.1. No General Meeting of the Company may take place unless there is a quorum. Unless the Company has only a single Shareholder, 2 Shareholders personally present or represented by proxy are a quorum.

15.2. If a quorum is not present at a General Meeting within half an hour after the time specified in the notice calling the meeting (the meeting start time), the meeting must be adjourned to a place and time decided by the Directors. If during the meeting a quorum ceases to be present, the meeting must be adjourned to a place and time decided by the Directors.

15.3. The Chair of the Board chairs the meeting. However, if the Chair of the Board is not present or willing to act within 15 minutes after the meeting start time, another Director elected by the Directors present must chair the meeting. If no Directors are present or willing to chair the meeting, the Shareholders present must elect a Shareholder present to chair the meeting.

15.4. Every Director is entitled to attend and speak at any General Meeting and at any separate meeting of the Shareholders of any class of Shares in the Company, whether or not the Director is a Shareholder or a Shareholder of that class of Shares.

15.5. The Person chairing the meeting (the meeting chair) may adjourn the meeting with the consent of the majority of the votes at the meeting. A matter must not be considered at the adjourned meeting if the matter could not have been considered at the meeting had the adjournment not taken place. It is not necessary for notice to be given of the adjourned meeting unless the meeting was adjourned for 14 days or longer. If the meeting was adjourned for 14 days or longer, at least 7 days notice of the meeting must be given. The notice must specify the time and place of the adjourned meeting, the general nature of any matters to be considered, and any proposed Resolutions of which notice has been duly given.

15.6. Unless a poll is demanded, a resolution put to the vote must be decided on a show of hands. A poll may be demanded, before or on the declaration of the result of a vote by show of hands:

• (a) by the meeting chair; or
• (b) by at least 2 Shareholders having the right to vote at the meeting; or
• (c) by a Shareholder representing not less than 5% of the total voting rights of all the Shareholders having the right to vote at the meeting.

15.7. Unless a poll is demanded, the meeting chair may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration is conclusive evidence of the result of the resolution.

15.8. The meeting chair may consent to the withdrawal of a demand for a poll.

15.9. A poll must be taken in the way the meeting chair directs and the result is the resolution of the meeting at which the poll was demanded.

15.10. A poll demanded on the election of the Person who is to chair the meeting or on an adjournment must be taken immediately. A poll demanded on any other question must be taken as the meeting chair directs, but not more than 30 days after the day the poll is demanded. The demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.

15.11. If a poll demanded at a meeting is not taken at the meeting, at least 7 days Written notice must be given of the time and place at which the poll is to be taken, unless the time and place is announced at the meeting.

16. VOTES OF SHAREHOLDERS

16.1. On a show of hands, every Shareholder present, including the representative of a Body Corporate Shareholder, has 1 vote. On a poll, every Shareholder has 1 vote for every Share held. This Article is subject to any rights or restrictions attached to any Shares.

16.2. Joint Shareholders may only exercise 1 vote or 1 vote per Share, as the case may be. If more than 1 vote is cast by joint Shareholders, only the vote of the joint Shareholder whose name appears first on the Company’s Register of Shareholders may be taken into account.

16.3. If a Shareholder of the Company has a personal representative appointed because of a physical or mental disability, the personal representative may exercise the voting rights of the Shareholder if the personal representative has given notice to the Directors in the form of proxy used by the Company and within the time limit for filing proxies before any meeting being held or vote being taken.

16.4. An objection may only be raised at a General Meeting to the right of any Person to vote at the meeting or on a poll arising from the meeting. The meeting chair must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final.

16.5. A Shareholder may vote on a poll by proxy.

16.6. An instrument appointing a proxy to vote at a General Meeting, or on a poll arising from a General Meeting, must be in Writing in a form approved by the Company and distributed with the notice of a meeting or poll. The form must include a section allowing the Shareholder to direct theproxy on how the proxy must act.

16.7. An instrument appointing a proxy must be deposited at the registered office of the Company at least 48 hours before the General Meeting at which the proxy is to be exercised. For a poll that is not being taken immediately but sometime after it is demanded, an instrument appointing a proxy may be deposited at the poll with the meeting chair, the Secretary or any Director present or at any time before the poll at the registered office of the Company.

16.8. A vote given or poll demanded by proxy is valid despite the revocation of the proxy by the Shareholder who appointed the proxy unless the Company receives notice from the Shareholder before the vote is taken or the poll is demanded.

17. NUMBER OF DIRECTORS

The Company must have at least 2 Directors, and at all times shall have at least 1 director who has an Individual Identification Number.

18. ALTERNATE DIRECTORS

18.1. The Chair of the Board or another Director (the appointor) may appoint any other Director, or any other Person approved by the Directors, as the appointor’s alternate (the appointee), and may revoke the appointment at any time. The appointee may Exercise all the Functions of the appointer as a Director and, if the appointor is the Chair of the Board, as the Chair, but is not entitled to remuneration.

18.2. The appointor and appointee must both be given notice of all Directors meetings of which the appointor is entitled to receive notice.

18.3. The appointee is entitled to attend and vote at Directors meetings, and counts towards the quorum, if the appointor is absent.

18.4. The appointee is not the agent of the appointor and the appointor is not responsible for anything done or omitted to be done by the appointee.

18.5. The appointee holds office for as long as the appointor holds office as a Director unless the appointee’s appointment is revoked by the appointor.

18.6. The appointor must give notice of the appointment of the appointee, and any revocation of the appointment, to the Company.

19. POWERS OF DIRECTORS

19.1. Subject to the Companies Regulations and these Articles, the business of the Company must be managed by the Directors or by Chief Executive Officer. No amendment of these Articles invalidates any act of a Director or the Directors.

19.2. The Board may appoint from among its members, or from outside the Board, the Chief Executive Officer. The Chief Executive Officer shall have the broadest powers to act in all circumstances in the name of the company, within the limits of the Company’s principal business activities and subject to powers expressly reserved by the Board.

19.3. The Directors may appoint a Person to be the agent of the Company.

20. SHAREHOLDER’S RESERVE POWER

20.1. Shareholders may, by Special Resolution, direct the Directors to take, or refrain from taking, specified action.

20.2. No such Special Resolution invalidates anything which the Directors have done before the passing of the resolution.

21. DELEGATION OF DIRECTORS’ POWERS

21.1. The Board may delegate any of its powers to a managing Director, executive Director or a committee of Directors, by such means, to such extent, in relation to such matters or territories and on such terms and conditions as they deem fit.

21.2. If the Board so specifies, any such delegation may authorise further delegation of the Directors’ powers by any person or committee to whom they are delegated.

21.2. The Board may revoke any delegation in whole or in part, or alter its terms and conditions.

22. APPOINTMENT AND RETIREMENT OF DIRECTORS

22.1. Any person who is willing to act as a Director, and is permitted by the Companies Regulations to do so, may be appointed to be a Director by Ordinary Resolution.

22.2. A person (other than a Director retiring by rotation) must not be appointed a Director at a General Meeting unless the person has been recommended by the Directors or a Shareholder and the person’s details have been included in the notice of meeting at which the appointment is considered. The details must include at least the information that would be included in the Company’s Register of Directors if the person were to be appointed.

22.3. Additional Directors may be appointed by the Company by resolution if the total number of Directors does not exceed any maximum number of Directors prescribed by the Companies Regulations or these Articles.

22.4. A Director appointed under subarticle 22.3. holds office only until the next Annual General Meeting. The Director must retire at that meeting, but may be reappointed in accordance with these Articles.

22.5. At the first Annual General Meeting of the Company, all Directors must retire from office. At

every subsequent Annual General Meeting at least one third, or number nearest to one third, of the Directors who are subject to retirement by rotation must retire.

22.6. The Directors subject to retirement by rotation are those that have been longest in office since their last appointment. For Directors appointed on the same day, the Director or Directors to retire must be decided by whose name appears first on the Company’s Register of Directors.

22.7. However, a Director remains in office if the Director is willing to remain in office and the Company, at the meeting at which the Director retires by rotation, resolves not to fill the vacancy.

23. DISQUALIFICATION AND REMOVAL OF DIRECTORS

A Director’s office is automatically vacated if the Director:

• (a) is prohibited by the Companies Regulations from being a Director; or
• (b) becomes bankrupt; or
• (c) is, because of any mental or physical disability, incapable (otherwise than on a temporary basis) of performing the duties of a Director; or
• (d) is absent from 3 consecutive meetings of the Board, except on leave of absence given by the Board; or
• (e) resigns by Written notice given to the Company; or
• (f) is removed by an Ordinary Resolution of the Company.

24. REMUNERATION AND EXPENSES OF DIRECTORS

24.1. A Director is entitled to be paid the remuneration that the Company determines by Resolution and is entitled to be reimbursed all expenses reasonably incurred in carrying out of the duties of a Director.

24.2. The Company may pay any reasonable expenses which the Directors properly incur in connection with their attendance at:

• (a) meetings of Directors or committees of Directors;
• (b) General Meetings; or
• (c) separate meetings of the holders of any class of shares or of Debt Securities of the Company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.

25. DIRECTORS’ APPOINTMENTS

Subject to the Companies Regulations, the Directors may appoint 1 or more Directors to the office of managing Director or to any other executive office under the Company. An appointment may be made on the terms that the Directors determine. Any appointment of a Director to an executive office ends if the Director ceases to be a Director. A managing Director and a Director holding any other executive office are not subject to retirement by rotation.

26. PROCEEDINGS OF DIRECTORS

26.1. Subject to these Articles, the Directors may conduct their proceedings (including their meetings) as they consider appropriate.

26.2. The Board is to meet at the times and places that it decides.

26.3. However, a Director may, and the Secretary at the request of a Director must, call a meeting of the Board.

26.4. A question arising at a meeting of the Board is to be decided by a majority of the Directors present, in person or by alternate, and voting. However, the person chairing the meeting (the meeting chair) also has a casting vote if the votes on any question are equal.

26.5. Business may be conducted at a meeting of the Board only if a quorum is present. A quorum is 2 or, if the Directors have fixed another number, that number. If a Director is required not to vote on a resolution because of a conflict of interest, the Director must not be counted in working out whether there is a quorum in relation to the resolution.

26.6. If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a General Meeting.

26.7. The Directors must appoint a Director to be the Chair of the Board may at any time remove the Chair from that office.

26.8. The Chair of the Board must chair all meetings of the Board at which the Chair is present. If there is no Director holding office as Chair, or if the Chair is unwilling to chair a meeting or is not present, in person or by alternate, within 5 minutes after the time appointed for the meeting, the Directors present may appoint a Director present to chair of the meeting.

26.9. Subject to any decision of the Board, a resolution in Writing signed by all the Directors (or their alternates) is as valid and effective as if it had been passed at a meeting of the Board. The resolution may consist of several Documents in the like form each signed by 1 or more Directors (or their alternates).

26.10. Without limiting the duties of a Director under the Companies Regulations, a Director must not vote at a meeting of Directors on any resolution concerning a matter in which the Director has a direct or indirect conflict of interest. For this subarticle, an interest of a Director includes an interest of any Person who is connected to the Director.

26.11. Subject to the Companies Regulations, the Company may, by Resolution, suspend or relax any provision of these Articles prohibiting a Director from voting at a meeting of Directors.

26.12. An objection may only be raised at a meeting of the Directors to the right of any Person to vote at the meeting. The chair of the meeting must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final.

27. SECRETARY

The Secretary (or each joint Secretary) of the Company is to be appointed and removed by the Directors. A Secretary holds office on the terms and conditions of appointment decided by the Directors.

28. MINUTES

The Directors must ensure that minutes are kept of:

• (a) all appointments of Officers made by the Directors; and
• (b) all proceedings at General Meetings, meetings of Shareholders of any class of Shares of the Company, and meetings of the Directors and committees of Directors. The minutes of a meeting must include the names of the Directors present at the meeting.

29. DIVIDENDS

29.1. Subject to the Companies Regulations, the Company may, by Ordinary Resolution, declare dividends in accordance with the respective rights of the Shareholders, but no dividend may exceed the amount recommended by the Directors.

29.2. Subject to the Companies Regulations, the Directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for Distribution. If the share capital is divided into different classes, no interim dividend may be paid on Shares with deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. If the Directors act in good faith, the Directors do not incur any Liability to Shareholders of Shares with preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any Shares with deferred or non-preferred rights.

29.3. The Directors may recommend, and a General Meeting may declare, that a dividend may be satisfied completely or partly by the Distribution of assets. If any difficulty arises in relation to the Distribution, the Directors may determine the method of settlement.

29.4. Any dividend or other amount payable by the Company to a Person (or 2 or more Persons) in relation to a Share of the Company may be paid by cheque.

29.5. If the amount is payable to a single Person (the relevant Person), the cheque must be sent by post to the registered address of the relevant Person or to the Person and to the address that the relevant Person may direct in Writing. If 2 or more Persons (the relevant Persons) are joint holders of the Share or are jointly entitled to it, the cheque must be sent by post to the registered address of whichever of those Persons whose name appears first in the Company’s Register of Shareholders or to the Person and to the address that the relevant Persons may direct in Writing.

29.6. The cheque must be made payable to the order of the relevant Person or relevant Persons or to the other Person that the relevant Person or relevant Persons may direct in Writing.

29.7. Payment of the cheque is a good discharge to the Company.

29.8. Any joint holder or other Person jointly entitled to a Share of the Company may give a receipt for any dividend or other amount payable in relation to the Share.

29.9. No dividend or other amount payable in relation a Share of the Company bears interest unless otherwise provided by the rights attached to the share.

29.10. If any dividend or other amount payable in relation to a Share of the Company has remained unclaimed for 12 years from the day it became due for payment, the Directors may resolve that the amount is forfeited. If the Directors resolve that any dividend or other amount is forfeited, the dividend ceases to be owing by the Company.

30. INSPECTION OF ACCOUNTING RECORDS

30.1. A Shareholder of the Company does not have a right to inspect any Accounting Records, other books or other Documents of the Company except so far as the right is provided to the Shareholder by the Companies Regulations or the inspection is authorised by the Directors.

30.2. The Company shall appoint auditors to examine the accounts and report on them in accordance with the Companies Regulations.

31. CAPITALISATION OF PROFITS

The Directors may, with the authority of a Resolution of the Company:

• (a) subject to this article, resolve to capitalise any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any amount standing to the credit of the Company’s share premium account or capital redemption reserve; and
• (b) appropriate the amount resolved to be capitalised to the Shareholders who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply the amount on their behalf in allotting any Shares or Debt Securities not issued as fully Paid-up Shares or Debt Securities of the Company of a nominal amount equal to that amount or in payment of any amount unpaid on a share or Debt Security, or (with the consent of the holder of the Shares or Debt Security concerned) partly paid Shares or Debt Securities; and
• (c) make by payment in cash or otherwise as the Directors decide for Shares or Debt Securities becoming distributable under this article in fractions; and
• (d) authorise any Person to enter into a binding agreement with the Company on behalf of all the Shareholders concerned providing for the Allotment to them respectively, credited as fully Paid- up, of any Shares or Debt Securities to which they are entitled on the capitalisation. For paragraph (b), the share premium account, the capital redemption reserve, and any profits that are not available for Distribution may, for the purposes of this article, only be applied in allotting Shares not issued to Shareholders as fully Paid-up.

32. NOTICES

32.1. Any notice under these Articles must be given in Writing.

32.2. The Company may give any notice to a Shareholder of the Company either:

• (a) personally; or
• (b) by sending it by post in a prepaid envelope addressed to the Shareholder at the Shareholder’s registered address or by leaving it at that address; or
• (c) in electronic form to an address nominated by the Shareholder and such a notice is deemed as being delivered at the time it was sent; or
• (d) by any other means agreed between the Shareholder and the Company.

32.3. For the joint holders of a Share, all notices must be given to the joint holder whose name appears first in the Register of Shareholders in relation to the joint holding and notice so given is sufficient notice to all the joint holders.

32.4. A Person present, either in person or by proxy, at any meeting is taken to have received notice of the meeting.

32.5. Every Person who becomes entitled to a Share of the Company is bound by any notice in relation to the Share.

32.6. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice is taken to be given at the end of 48 hours after the envelope containing it was posted.

32.7. Proof that an electronic transmission was sent is evidence that the notice was delivered at the time it was sent.

32.8 A notice may be given by the Company to the Persons entitled (or claiming to be entitled) to a Share as a result of the death or bankruptcy of a Shareholder by sending it by post to, or leaving it at, the address provided by them to the Company. Until an address has been provided to the Company, a notice may be given by the Company in relation to the Share in any way in which it might have been given if the death or bankruptcy had not happened.

33. AMENDMENT OF THESE ARTICLES

These Articles may be amended by Special Resolution.