Companies Act, 2008 (Act No. 71 of 2008)

Regulations

Purchase

2.1 Composition of the Board of Directors

The Board of Directors of the Company comprises the number of directors, and alternate directors shown on the cover sheet, each of whom—

(a)	is to be appointed in the manner set out on the cover sheet; and

(b)	serves for an indefinite term until substituted by the person or entity that appointed the director

2.2 Authority of the Board of Directors and Committees

(1)	This memorandum of Incorporation does not limit or restrict the authority of the Company's Board of Directors to—

(a)	manage and direct the business and affairs of the Company, as set out in section 66 (1);

(b)	consider a matter other than at a meeting, as set out in section 74;

(c)	conduct a meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication, as set out in section 73 (3);

(d)	determine the manner and form of providing notice of its meetings, as set out in section 73 (4);

(e)	proceed with a meeting despite a failure or defect in giving notice of the meeting, as set out in section 73 (5);

(f)	appoint committees of directors, and to delegate to any such committee any of the authority of the Board as set out in section 72 (1), or to include in any such committee persons who are not directors, as set out in section 73 (2)(a).

(2)	The right of the Company's directors to requisition a meeting of the Board, as set out in section 73 (1), may be exercised by at least 25% of the directors, as provided in that section.

(3)	The quorum requirement for a directors meeting to begin, the voting rights at such a meeting, and the requirements for approval of a resolution at such a meeting, are as set out in section 73 (5).

(4)	This Memorandum of Incorporation does not limit or restrict the authority of any committee appointed by the Company's Board of Directors, as set out in section 72 (2)(b) and (c).

2.3	Indemnification of Directors

This Memorandum of Incorporation does not limit, restrict or extend the authority of the Company's Board of Directors to—

(a)	advance expenses to a director, or indemnify a director, in respect of the defence of legal proceedings, as set out in section 78 (3);

(b)	indemnify a director in respect of liability, as set out in section 78 (5); or

(c)	purchase insurance to protect the Company, or a director, as set out in section 78 (6).

2.4

Officers

The Board of Directors may appoint any officers it considers necessary to better achieve the objects of the Company.