CO129-535-5 N.I. Brewer- transcript of trial and evidence 1-1-1929 - 31-12-1931 — Page 180

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(e) Subject as aforesaid any profits which it may at any time determine to distribute amongst the members shall be divided between the holders of the ordinary shares in proportion to the ordinary shares held by them respectively.

5. Subject as aforesaid the shares shall be under the control of the Directors, who may allot or otherwise dispose of the same to such persons, on such terms and conditions, and at such times as the Directors think fit.

Article 70 of the Articles of Association is as follows:

70. In the event of the winding up the preference shares shall have priority as to return of capital over all other shares in the capital for the time being of the Company; but

any surplus assets, after repayment of capital shall be divided as to 80% between the holders of the ordinary shares in proportion to the ordinary shares held by them respectively and as to 20% among the holders of founders shares in proportion to the founders shares held by them respectively.

It is intended that the Directors shall by resolution at Board Meeting and by virtue of Article 5 allot the founders shares to such persons including themselves - for

such purposes and to such extent as they in their entire discretion declare therein; but without prejudice to the Directors' absolute power of allotment, it is nevertheless the intention of the Directors that they shall allot to a trustee or trustees a certain number of founders shares for the purpose of producing a fund for the benefit of employees

of the Company whether by way of bonus, medical aid, or pension, or otherwise as the Directors may determine.

Voting:- Article 38 of the Articles of Association is as follows:-

38. On a show of hands every member present in person shall have one vote. On a poll every member shall have one

vote for each ordinary share and ten votes for each founders

share of which he is the holder.

Remuneration and Qualification of Directors;- 47 of the Articles of Association is as follows:-

Article

47. The remuneration of the Directors shall be at the rate of $350 per ammum for each Permanent Director: and at the rate of $250 per annum for each Ordinary Director, together with such further sum (if any) as may be voted to them by the Company in General Meeting.

Articles 43 & 44 of the Articles of Association state there in:-

43. The qualification for a Permanent Director shall be the holding in his own right alone and not jointly with any

other person of two hundred (200) ordinary shares in the Company.

44. The qualification for an ordinary Director shall be the holding in his own right alone and not jointly with any other person of one hundred (100) ordinary shares in the Company.

2.

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