MEMORANDUM OF INCORPORATION

OF

SENWESBEL LIMITED

A PUBLIC COMPANY

(Registration Number 1996/017629/06)

Registration Date: 11 December 1996

TABLE OF CONTENTS

1 DEFINITIONS AND INTERPRETATION 1

2 JURISTIC PERSONALITY 4

3 POWERS OF THE COMPANY 4

4 LIMITATION OF LIABILITY 4

5 RESTRICTIVE CONDITIONS 5

6 ISSUE OF SHARES AND VARIATION OF RIGHTS 5

7 SHARE CERTIFICATES 8

8 TRANSFER OF SECURITIES 8

9 DECEASED ESTATES 9

10 FRACTIONS OF SHARES 10

11 JOINT HOLDERS OF SHARES 10

12 BENEFICIAL INTERESTS IN SECURITIES 11

13 FINANCIAL ASSISTANCE 11

14 CAPITALISATION SHARES 12

15 DEBT INSTRUMENTS 12

16 RECORD DATE FOR EXERCISE OF SHAREHOLDER RIGHTS 13

17 DISTRIBUTIONS 14

18 ACCESS TO COMPANY RECORDS 16

19 GENERAL MEETINGS OF SHAREHOLDERS 18

20 PROXIES 22

21 NOTICES AND ELECTRONIC COMMUNICATION 24

22 SHAREHOLDERS’ RESOLUTIONS 27

23 SHAREHOLDERS ACTING OTHER THAN AT A GENERAL MEETING 29

24 POWERS OF THE BOARD 29

25 COMPOSITION OF THE BOARD 30

26 ELECTION OF DIRECTORS 31

27 BOARD MEETINGS AND DECISIONS BY THE BOARD 35

28 DISCLOSURE OF DIRECTORS’ INTERESTS 37

29 DIRECTORS’ REMUNERATION 38

30 QUALIFYING SHARES 38

31 INDEMNIFICATION OF DIRECTORS 38

32 BORROWING POWERS 39

33 COMMITTEES OF THE BOARD 40

34 COMPANY RULES 44

35 COMPANY SECRETARY 44

36 BRANCH REGISTER 44

37 QUALIFICATION REQUIREMENTS FOR SHAREHOLDERS 44

38 NO LIEN AND PRE-EXISTING SECURITY IN FAVOUR OF SENWES 46

39 AMENDMENT OF MOI 47

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1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Memorandum of Incorporation, unless clearly inconsistent with or otherwise

indicated by the context, the following words shall bear the following meanings and

cognate expressions bear cognate meanings –

1.1.1 “Act” means the Companies Act, No. 71 of 2008, as amended;

1.1.2 “Board” means the board of directors from time to time of the Company;

1.1.3 “Company” means Senwesbel Limited, registration number 1996/017629/06,

duly incorporated;

1.1.4 “EFT” means electronic funds transfer;

1.1.5 “Electronic Communication” has the meaning set out in section 1 of the

Electronic Communications and Transactions Act, No. 25 of 2002, as

amended;

1.1.6 “General Meeting” means the annual general meeting, any general meeting

and any special general meeting of the Company, unless otherwise indicated

by the context;

1.1.7 “MOI” means this Memorandum of Incorporation;

1.1.8 “Regulations” means the regulations published in terms of the Act, from time

to time;

1.1.9 “Republic” means the Republic of South Africa;

1.1.10 “Securities” means –

1.1.10.1 any shares, notes, bonds, debentures or other instruments, irrespective

of their form or title, issued, or authorised to be issued, by the

Company; or

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1.1.10.2 anything falling within the meaning of “Securities” as set out in section 1

of the Securities Services Act No. 36 of 2004 (as amended), and

includes shares held in a private company;

1.1.11 “Securities Register” means the register of issued Securities of the

Company required to be established in terms of section 50(1) of the Act;

1.1.12 “Senwes” means Senwes Limited (registration number 1997/005336/06);

1.1.13 “Senwes Shares” means the ordinary shares in the issued share capital of

Senwes from time to time and for the time being (including any further shares,

of any class, issued to holders of Senwes Shares); and

1.1.14 “Solvency and Liquidity Test” has the meaning attributed thereto in section

4 of the Act.

1.2 Interpretation

1.2.1 In this MOI, unless clearly inconsistent with or otherwise indicated by the

context –

1.2.1.1 words and expressions defined in the Act and which are not defined

herein, shall have the meanings given to them in the Act;

1.2.1.2 a reference to the Act shall include reference to all schedules thereto

and the Regulations;

1.2.1.3 a reference to a section by number refers to the corresponding section

of the Act;

1.2.1.4 a reference to a clause by number refers to a corresponding provision

of this MOI; and

1.2.1.5 any reference to the singular includes the plural and vice versa, any

reference to natural persons includes legal persons and vice versa and

any reference to a gender includes the other gender.

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1.2.2 The headings in this MOI have been inserted for ease of reference only and

shall not be taken into account in its interpretation.

1.2.3 Where any term is defined within the context of any particular clause in this

MOI, the term so defined shall, unless it is clear from the clause in question

that the term so defined has limited application to that specific clause only,

bear the same meaning ascribed to it for all purposes in terms of this MOI,

notwithstanding that such term has not been defined in this clause 1.

1.2.4 Any reference to a notice shall be construed as a reference to a written

notice, and shall include a notice that is transmitted electronically in a manner

or form permitted in terms of the Act and/or the Regulations.

1.2.5 Any reference in this MOI to –

1.2.5.1 “days” means a calendar day, unless qualified by the word “business”,

in which instance a “business day” will be any day other than a

Saturday, Sunday or public holiday as gazetted by the government of

the Republic from time to time; and

1.2.5.2 “writing” means legible writing and in English and/or Afrikaans and

includes printing, typewriting, lithography or other mechanical process,

as well as any electronic communication in a manner and a form

permitted in terms of the Act and/or the Regulations.

1.2.6 The use of the words “include” and “including” in this MOI followed by a

specific example or examples shall not be construed or interpreted as limiting

the meaning of the general wording preceding it and the eiusdem generis rule

shall not be applied in the interpretation of such general wording and/or such

specific example or examples and the words “other” or “otherwise” shall not

be construed eiusdem generis with any preceding words where a wider

construction is possible.

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2 JURISTIC PERSONALITY

2.1 The Company is a pre-existing company as defined in the Act and, as such,

continues to exist as a public company as if it had been incorporated and registered

in terms of the Act, as contemplated in Item 2 of the Fifth Schedule to the Act, and

this MOI replaces and supersedes the memorandum of incorporation and articles of

association of the Company applicable immediately prior to the filing hereof.

2.2 The Company is incorporated in accordance with and governed by –

2.2.1 the unalterable provisions of the Act;

2.2.2 the alterable provisions of the Act, subject to the limitations, extensions,

variations, alternations or substitutions set out in this MOI;

2.2.3 the provisions in this MOI imposing on the Company a higher standard,

greater restriction, longer period of time or any similarly more onerous

requirement, than would otherwise apply to the Company in terms of an

unalterable provision of the Act; and

2.2.4 the provisions of this MOI.

3 POWERS OF THE COMPANY

3.1 The Company has all of the legal powers and capacity contemplated in the Act, and

no provision contained in this MOI should be interpreted or construed as negating,

limiting, or restricting those powers or capacity in any way whatsoever.

3.2 The legal powers and capacity of the Company are not restricted, limited or

qualified by this MOI.

4 LIMITATION OF LIABILITY

No person shall, solely by reason of being an incorporator, shareholder or director of the

Company, be liable for any liabilities or obligations of the Company.

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5 RESTRICTIVE CONDITIONS

This Memorandum of Incorporation does not contain any restrictive conditions applicable

to the Company nor is the amendment of any particular provision of this MOI prohibited.

6 ISSUE OF SHARES AND VARIATION OF RIGHTS

6.1 The Company is authorised to issue 160 000 000 ordinary shares with no par value.

Each ordinary share shall entitle the holder thereof to –

6.1.1 exercise voting rights on all matters submitted for a decision to shareholders

of the Company;

6.1.2 exercise one vote per ordinary share held or on a show of hands to one vote

in respect of all ordinary shares held;

6.1.3 participate in distributions of any kind, including but not limited to, distributions

of cash, or of a distribution in specie, as may be determined from time to time

by the Board; and

6.1.4 participate in the distribution of the residual value of the Company upon its

dissolution.

6.2 The Board shall have the power (subject to the limitations contained in this MOI),

to –

6.2.1 increase or decrease the number of authorised shares of any class of the

Company’s shares; or

6.2.2 consolidate and reduce the number of the Company’s issued and authorised

shares of any class;

6.2.3 subdivide the Company’s shares of any class by increasing the number of its

issued and authorised shares of that class, without an increase of its capital;

6.2.4 reclassify any classified shares that have been authorised but not issued;

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6.2.5 classify any unclassified shares that have been authorised but not issued;

6.2.6 determine the preferences, rights, limitations or other terms of any shares.

6.3 Subject to the provisions of the Act and this MOI, authorised but unissued shares in

the share capital of the Company shall first be offered for subscription to existing

shareholders of the Company in proportion to their existing shareholding, except

where such shares are issued in consideration for the acquisition of assets. A

General Meeting, or the Board with the prior authorisation of a General Meeting

can, by means of a resolution –

6.3.1 issue any shares (with or without preference, deferred or other special rights

or limitations with regard to dividends, voting rights, the repayment of share

capital or otherwise);

6.3.2 issue redeemable preference shares that must be redeemed, or may be

redeemed at the instance of the Company;

6.3.3 grant options in respect of any such shares,

to such persons and subject to such provisions and conditions as determined by the

resolution, and may by means of a similar resolution, subject to the provisions of

this MOI, amend or supplement such provisions.

6.4 The Board may resolve to issue shares of the Company at any time, but –

6.4.1 only within the classes, and to the extent that those shares have been

authorised by, or in terms of, this MOI; and

6.4.2 only to the extent that such issue has been approved by the shareholders

during a General Meeting by means of an ordinary resolution, either by way of

a general authority (either conditional or unconditional) to issue shares in its

discretion, or a specific authority in respect of any particular issue of shares,

provided that, if such approval is granted to the Board in the form of a general

authorisation, it shall be valid only until the next annual general meeting of the

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Company and it may be varied or revoked by any General Meeting, prior to

such annual general meeting.

6.5 Should there be any issued preference shares in the share capital of the Company,

the issue of further shares ranking in priority to, or pari passu with those preference

shares, shall be deemed to be a variation of the rights attached to those preference

shares, which will adversely affect those rights and no further shares of any class

ranking in priority to, or pari passu with, existing preference shares, shall be created

without a special resolution passed at a separate general meeting of such holders.

6.6 Notwithstanding anything to the contrary in this MOI, neither the Company, nor the

Board may without a special resolution of shareholders at a General Meeting or as

otherwise provided by this MOI –

6.6.1 grant special privileges regarding attending and voting at General Meetings

and the appointment of directors;

6.6.2 issue any preference shares convertible into ordinary shares; or

6.6.3 allot or issue any Securities of the Company, redeem any issued preference

shares, substitute preference shares for shares of the Company or acquire

any Securities which, in each case, may affect the rights attached to the

ordinary shares as contemplated in clause 6.1.

6.7 Subject to any preferences, rights or limitations under which any Securities are

held, the preferences, rights or limitations attached to all or any Securities of any

class may be amended, varied, cancelled or expanded by a special resolution of

shareholders at a General Meeting. Without limiting the generality of the foregoing,

the rights attaching to shares (unless the terms attaching to the shares specifically

provide otherwise) shall be deemed to be amended by the creation or issue of any

other shares ranking pari passu or in priority to any shares already issued by the

Company. No such amendment, variation, cancellation or expansion, which directly

or indirectly adversely affects those special rights or restrictions, shall be effected

without –

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6.7.1 the written approval or ratification of the holders of at least 75% of the

relevant shares; or

6.7.2 the approval or ratification thereof by means of a special resolution passed at

a separate general meeting of the holders of the shares in question in the

same manner, mutatis mutandis, as a special resolution of the shareholders

of the Company, and the provisions of the Act and this MOI relating to

General Meetings shall apply to such separate general meeting, except that a

quorum at any such separate general meeting shall be three persons present

in person or by proxy, holding at least 25% in aggregate of the issued shares

of the relevant class.

7 SHARE CERTIFICATES

7.1 Securities of the Company are to be issued in either certificated or uncertificated

form, as the Board may determine.

7.2 If a share certificate is lost or destroyed, it may be replaced on such terms as the

Board may determine from time to time.

7.3 The Company may charge a holder of its Securities a reasonable fee to cover the

actual cost of issuing any certificate as contemplated in this clause 7.

8 TRANSFER OF SECURITIES

8.1 The instrument of transfer of any share shall be in the form as determined by the

Board from time to time, and shall be signed by the transferor.

8.2 Every instrument of transfer of a share shall be left at the registered office of the

Company or such other place as the Board may designate from time to time

(“office”).

8.3 Every instrument of transfer of a share shall be accompanied by –

8.3.1 the certificate issued in respect of the certificated Securities to be transferred;

and/or

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8.3.2 such other proof as the Company may require to evidence the title of the

transferor of his right to transfer the shares.

8.4 Every warrant of authority given by a shareholder to authorise the signing of

instruments of transfer for the purpose of effecting a transfer of such shares will,

when submitted, produced or exhibited to or with the Company, be deemed to be

and remain in full force and effect, and the Company may permit action to be taken

on such authority until such time as written notice of the revocation thereof is

submitted to the office. Even after the submission of such notice of revocation, the

Company may give effect to any instrument of transfer signed under the authority to

sign and certified (before the lodging of such notice) by any officer of the Company,

as being in order.

8.5 The Board may suspend registration of transfer during the fourteen days

immediately preceding either a General Meeting of the Company or the date upon

which dividends are payable, and at any other time, provided that the periods of

suspension in one calendar year, shall not exceed sixty days in total.

8.6 The transferor shall be deemed to remain the holder of the share until the name of

the transferee is entered in the Securities Register in respect thereof.

9 DECEASED ESTATES

9.1 The executor of the estate of a deceased sole holder of a Security shall be the only

person recognised by the Company as having title to such Security. In the case of a

Security registered in the names of two or more holders, the survivor or survivors,

or the executor of the estate of any deceased shareholders, as determined by the

Board, shall be the person recognised by the Company as having title to the

Security.

9.2 Any person who submits proof of his appointment as the executor, administrator,

trustee, curator or guardian in respect of the estate of a deceased shareholder or

holder of other Securities (“Security Holder”) of the Company, or of a Security

Holder whose estate has been sequestrated or of a Security Holder who is

otherwise under a disability, or as the liquidator of any body corporate which is a

Security Holder, shall be entered in the Securities Register nomine officii, and shall

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thereafter, for all purposes, be deemed to be a Security Holder.

9.3 Subject to the provisions of clauses 9.1 and 9.2, any person becoming entitled to

any Security by virtue of the death of a Security Holder shall, upon producing such

evidence that he has such title or rights as the Board deems sufficient, have the

right either to have such Security transferred to himself or to make such other

transfer of the Security as such Security Holder could have made, provided that in

respect of a transfer other than to himself –

9.3.1 the Board shall have the same right to refuse or suspend registration as it

would have had in the case of a proposed transfer of such Security by such

Security Holder before his death; and

9.3.2 a person becoming entitled to any Security shall not, unless and until he is

himself registered as a Security Holder in respect of such Security, be entitled

to exercise any voting or other right attaching to such Security or any other

right relating to General Meetings.

10 FRACTIONS OF SHARES

Unless provided for to the contrary in this MOI, if on any capitalisation issue or

consolidation of shares, shareholders become entitled, or are already entitled, to fractions

of shares, the Board shall be entitled to sell the shares resulting from the aggregation of

such fractions, subject to such terms and conditions as the Board considers to be in the

interest of the shareholders concerned, and any director shall be authorised to sign any

deed of transfer or other document necessary to give effect to such sale.

11 JOINT HOLDERS OF SHARES

Where two or more persons are registered as the holders of any share, they shall be

deemed to hold that share jointly, and –

11.1 notwithstanding anything to the contrary in this MOI, on the death, sequestration,

liquidation or legal incapacity 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 share;

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11.2 any one of such joint holders may give valid receipts for any dividends, bonuses or

repayments of share capital or other payments or distributions payable to such joint

holders;

11.3 only the joint holder whose name has been entered first in the Securities Register

shall be entitled to delivery of a certificate relating to that share, or to receive any

notices from the Company (and each such notice shall be deemed to have been

given to such joint holders); and

11.4 any one of the joint holders of any share conferring a right to vote may vote either

personally or by proxy at any General Meeting in respect of such shares as if he

were solely entitled thereto, and if more than one of such joint holders are present

at the General Meeting, either in person or by proxy, the joint holder who tenders a

vote and whose name has been entered in the Securities Register before the other

joint holders who are present in person or by proxy, shall be entitled to vote in

respect of that share.

12 BENEFICIAL INTERESTS IN SECURITIES

The Company’s issued Securities may be held by, and registered in the name of, one

person for the beneficial interest of another person provided that –

12.1 the beneficial shareholders shall at all times qualify to hold shares as required in

terms of clause 37;

12.2 the Board may, prior to the registration of the Securities in the name of any person,

require a declaration by the transferee of the beneficial ownership of the Securities

to be transferred once transferred to the transferee; and

12.3 the Board may at any time require a shareholder to confirm the beneficial

ownership of the Securities held by him.

13 FINANCIAL ASSISTANCE

The Board may authorise the Company to provide financial assistance by way of loan,

guarantee, the provision of security, or otherwise to any person for the purpose of, or in

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connection with, the subscription of any option, or any Securities, issued or to be issued

by the Company or a related or inter-related company, or for the purchase of such

Securities of the Company, subject always to the provisions of section 44 of the Act, and

the powers of the Board in this regard, are not limited or restricted by this MOI.

14 CAPITALISATION SHARES

14.1 The Board shall have the power and authority, in terms of section 47 of the Act, to –

14.1.1 approve the issuing of any authorised shares, as capitalisation shares;

14.1.2 issue shares of one class as capitalisation shares in respect of shares of

another class; or

14.1.3 resolve to permit shareholders to elect to receive a cash payment in lieu of a

capitalisation share.

14.2 The Board may not resolve to offer a cash payment in lieu of a capitalisation share,

unless the Board –

14.2.1 has considered the Solvency and Liquidity Test on the assumption that every

shareholder would elect to receive cash; and

14.2.2 is satisfied that the Company would satisfy the Solvency and Liquidity Test

immediately after the completion of the proposed distribution.

15 DEBT INSTRUMENTS

15.1 The authority of the Board to authorise the Company to issue secured or unsecured

debt instruments is not limited or restricted by this MOI.

15.2 Without a special resolution, the Board shall not be entitled to grant special

privileges associated with any debt instruments to be issued by the Company

regarding –

15.2.1 attending and voting at General Meetings and the appointment of directors; or

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15.2.2 allotment of Securities, redemption by the Company, or substitution of the

debt instrument for shares of the Company.

16 RECORD DATE FOR EXERCISE OF SHAREHOLDER RIGHTS

16.1 The record date for the purpose of determining which shareholders are entitled to –

16.1.1 receive notice of a General Meeting;

16.1.2 participate and vote at a General Meeting;

16.1.3 decide any matter by written consent or by Electronic Communication;

16.1.4 receive a distribution; or

16.1.5 be allotted or exercise other rights,

shall be determined by the Board.

16.2 Such record date must be published to the Shareholders in a form determined by

the Board and –

16.2.1 such notice must be delivered to each registered holder of the Company’s

Securities;

16.2.2 a conspicuous copy of such notice must be posted –

16.2.2.1 at the Company’s principal office; and

16.2.2.2 on the Company’s website, if it has one.

16.3 If at any time the Board fails to determine a record date, the record date for the

relevant matter is –

16.3.1 in the case of a meeting, the latest date by which the Company is required to

give shareholders notice of that meeting; or

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16.3.2 the date of the action or event, in any other case.

17 DISTRIBUTIONS

17.1 Subject to the provisions of the Act and this MOI, the Company may make a

proposed distribution if such distribution –

17.1.1 is pursuant to an existing legal obligation of the Company or a court order; or

17.1.2 is authorised by resolution of the Board.

17.2 No distribution shall bear interest, except as otherwise provided under the

conditions of issue of the shares in respect of which such distribution is payable.

17.3 Distributions may be declared either free of or subject to the deduction of any tax or

duty in respect of which the Company may be chargeable or be obliged to withhold

or deduct on behalf of shareholders.

17.4 The Board may from time to time declare and pay to the shareholders such interim

distributions as it considers to be appropriate.

17.5 No larger distribution shall be declared by the Company in General Meeting than is

recommended by the Board, but the Company in General Meeting may declare a

smaller distribution.

17.6 All unclaimed distributions may be invested or otherwise made use of by the Board

for the benefit of the Company until claimed, provided that unclaimed distributions

cannot be so invested or otherwise made use of by the Board for the benefit of the

Company for a period of three years from the date on which they were declared,

whereafter such unclaimed distributions may be declared forfeited by the Board for

the benefit of the Company. The Board may at any time annul such forfeiture upon

such conditions (if any) as it deems fit.

17.7 Any distribution, interest or other sum payable in cash to the holder of a share may

be paid by cheque, EFT or sent by post and addressed to –

17.7.1 the holder at his registered address; or

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17.7.2 in the case of joint holders, the holder whose name appears first in the

Securities Register in respect of the share, at his registered address; or

17.7.3 such person and at such address as the holder or joint holders may in writing

direct.

17.8 Every such cheque or EFT shall –

17.8.1 be made payable to the order of the person to whom it is addressed; and

17.8.2 be sent at the risk of the holder or joint holders.

17.9 The Company shall not be responsible for the loss in transmission of any cheque or

EFT or of any document (whether similar to a cheque or not) sent by means of any

of the aforesaid methods.

17.10 A holder or any one of two or more joint holders, or his or their agent duly appointed

in writing, may give valid receipts for any distributions or other moneys paid in

respect of a share held by such holder or joint holders.

17.11 When such cheque or EFT is paid, it shall discharge the Company of any further

liability in respect of the amount concerned.

17.12 A distribution may also be paid in any other way determined by the Board, and if the

directives of the Board in that regard are complied with, the Company shall not be

liable for any loss or damage which a shareholder may suffer as a result thereof.

17.13 Without detracting from the ability of the Company to issue capitalisation shares,

any distribution may be paid wholly or in part –

17.13.1 by the distribution of specific assets; or

17.13.2 by the issue of Securities or of shares, debentures or securities of any other

company; or

17.13.3 in cash; or

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17.13.4 in any other way which the Board or the Company in General Meeting may at

the time of declaring the distribution determine.

17.14 Where any difficulty arises in regard to such distribution, the Board may settle that

difficulty as it deems expedient, and in particular may fix the value that shall be

placed on such specific assets upon distribution.

17.15 The Board may –

17.15.1 determine that cash payments shall be made to any shareholder on the basis of

the value so fixed in order to secure equality of distribution; and

17.15.2 vest any such assets in trustees upon such trusts for the benefit of the persons

entitled to the distribution as the Board deems expedient.

17.16 Any distribution must be made payable to shareholders registered as at a date

subsequent to the date of declaration thereof or the date of confirmation thereof,

whichever is the later date.

18 ACCESS TO COMPANY RECORDS

18.1 Each person who holds or has a beneficial interest in any Securities issued by the

Company is entitled to inspect and copy, without any charge for such inspection or

upon payment of no more than the prescribed maximum fee for any such copy –

18.1.1 this MOI, and any amendments or alterations thereof;

18.1.2 a record of the directors, including the details of any person who has served as

a director for a period of seven years after that person has ceased to serve as a

director, which record shall include the following information –

18.1.2.1 full name and any former names;

18.1.2.2 identity number or, if the person does not have an identity number, the

person’s date of birth;

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18.1.2.3 nationality and passport number, if the person is not a South African

citizen;

18.1.2.4 occupation;

18.1.2.5 date of most recent election or appointment as director of the Company;

18.1.2.6 name and registration number of every other company or foreign company

of which the person is a director, and in the case of a foreign company,

the nationality of that company; and

18.1.2.7 any other prescribed information;

18.1.3 all –

18.1.3.1 reports presented at the annual general meeting of the Company, for a

period of seven years after the date of any such annual general meeting;

and

18.1.3.2 annual financial statements required by the Act, for a period of seven

years after the date on which each particular statement was issued;

18.1.4 notices and minutes of all General Meetings, including –

18.1.4.1 all resolutions adopted by shareholders, for seven years after the date

each such resolution was adopted; and

18.1.4.2 any document that was made available by the Company to shareholders

in relation to each such resolution;

18.1.5 any written communications sent generally by the Company to all holders of

any class of the Company’s Securities, for a period of seven years after the

date on which each of such communications were issued;

18.1.6 the Securities Register; and

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18.1.7 a record of the Company’s company secretaries and auditors, including, in

respect of each person appointed as company secretary or auditor of the

Company –

18.1.7.1 the name, including any former name, of each such person; and

18.1.7.2 the date of every such appointment; and

18.1.7.3 if a firm or juristic person is appointed –

18.1.7.3.1 the name, registration number and registered office address of that

firm or juristic person; and

18.1.7.3.2 the name of any individual designated by that firm, in terms of

section 44(1) of the Auditing Profession Act, to be responsible for

performing the functions of auditor; and

18.1.7.4 any changes in the particulars referred to in clauses 18.1.7.1, 18.1.7.2 or

18.1.7.3, as they occur, with the date and nature of each such change.

18.2 Other than the rights to access information as set out above, a shareholder has no

further rights to information pertaining to the Company.

19 GENERAL MEETINGS OF SHAREHOLDERS

19.1 Subject to the provisions of clause 23, the Company shall hold a General Meeting –

19.1.1 at any time that the Board is required by the Act or this MOI to refer a matter to

shareholders for decision;

19.1.2 whenever required in terms of the Act to fill a vacancy on the Board;

19.1.3 when one or more written and signed demands for such a meeting are

delivered to the Company, and

19.1.3.1 each such demand describes the specific purpose for which the

meeting is proposed; and

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19.1.3.2 in aggregate, demands for substantially the same purpose are made

and signed by the holders, at the earliest date specified in any of those

demands, of at least 10% of the voting rights entitled to be exercised in

relation to the matter proposed to be considered at the meeting; and/or

19.1.4 once in every calendar year, but no more than 15 months after the date of the

previous annual general meeting, or within an extended time allowed by the

Companies Tribunal, on good cause shown.

19.2 The minimum number of days for the Company to deliver a notice of a General

Meeting to shareholders is fifteen business days.

19.3 The Board shall determine the location of any General Meeting, and the Company

may hold any such General Meeting in the Republic.

19.4 Every General Meeting shall be reasonably accessible for electronic participation by

shareholders within the Republic.

19.5 The quorum for a General Meeting to begin or for a matter to be considered shall

be at least three shareholders entitled to attend and vote and present in person or

by proxy. In addition –

19.5.1 a General Meeting may not begin until sufficient persons are present at the

General Meeting to exercise, in aggregate, at least 25% of the voting rights

that are entitled to be exercised in respect of at least one matter to be decided

at the General Meeting; and

19.5.2 a matter to be decided at a General Meeting may not begin to be considered

unless sufficient persons are present at the General Meeting to exercise, in

aggregate, 25% of all of the voting rights that are entitled to be exercised in

respect of that matter at the time the matter is called on the agenda.

19.6 If, within 30 minutes after the appointed time for a meeting to begin the

requirements of clause 19.5.1 have not been satisfied, the meeting is postponed

without motion, vote or further notice, for one week.

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19.7 If, within 30 minutes after the appointed time for a meeting to begin the

requirements set out in clause 19.5.2 for consideration of a particular matter to

begin have not been satisfied, then –

19.7.1 if there is other business on the agenda of the meeting, consideration of that

matter may be postponed to a later time in the meeting without motion or

vote; or

19.7.2 if there is no other business on the agenda of the meeting, the meeting is

adjourned for one week, without motion or vote.

19.8 After a quorum has been established for a meeting, or for a particular matter, the

meeting may continue, or the matter may be considered, so long as at least three

shareholders entitled to vote, representing not less than 25% of the voting rights

entitled to be exercised at the meeting, or on that matter, are present at the

meeting.

19.9 The person intended to preside at a meeting, where the quorum requirements in

clauses 19.5.1, or 19.5.2 if applicable, are not satisfied, may extend the 30 minute

limit allowed for a reasonable period on the grounds that –

19.9.1 exceptional circumstances affecting weather, transportation or electronic

communication have impeded, or are impeding, the ability of shareholders to

be present at the meeting; or

19.9.2 one or more delayed shareholders have communicated an intention to attend

the meeting, and such shareholder/s, together with others in attendance,

would satisfy the quorum requirements.

19.10 If the quorum requirements in clauses 19.5.1, or 19.5.2 if applicable, have not been

satisfied at the time appointed for a postponed meeting to begin, or for an

adjourned meeting to resume, the shareholders present in person or by proxy shall

constitute a quorum.

19.11 The accidental omission to give notice of any General Meeting to any particular

shareholder or shareholders shall not invalidate any resolution passed at any such

21

General Meeting.

19.12 The maximum period allowable for an adjournment of a General Meeting is not

limited in terms of this MOI.

19.13 The chairperson of the Board or, in his absence, the deputy chairperson of the

Board or, in his absence, the director who has served the longest continued period

on the Board (to the exclusion of retirement by rotation) at that point in time, shall

act as the chairperson of every General Meeting, provided that if no chairperson or

most senior director is present and willing to act, the shareholders present shall

elect one of the directors or, if no director is present and willing to act, one of the

shareholders present, to be the chairperson of that General Meeting.

19.14 In the case of an equality of votes, the chairperson of the General Meeting shall be

entitled to a second or casting vote.

19.15 No business shall be transacted at the resumption of any adjourned meeting other

than the business left unfinished at the General Meeting from which the

adjournment took place.

19.16 Subject to any restriction as to voting to which any shareholder or share may be

subject, a shareholder who is present in person or by authorised representative or

proxy shall have one vote for every share in respect of which that shareholder is the

registered holder.

19.17 At any General Meeting, a resolution put to vote shall be decided as provided for in

clause 22 and –

19.17.1 if for the election of a chairperson or an adjournment, the voting shall take

place immediately and in such manner as the General Meeting determines

and, if for any other matter, the voting shall take place at such time and in

such manner as the chairperson of the General Meeting indicates; and

19.17.2 the result of the poll shall be deemed to be the resolution of the General

Meeting.

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19.18 No objection shall be made to the acceptance or rejection of any vote except at the

General Meeting at which the disputed vote was cast, or, if it is adjourned, at the

resumption thereof. The chairperson of that General Meeting or the resumed

General Meeting shall decide any disputes arising from such objection and his

decision shall be final and binding.

20 PROXIES

20.1 A proxy form, power of attorney or other authorisation relating to a General Meeting

must be in writing, and must be signed by or on behalf of the grantor.

20.2 A shareholder of the Company may appoint two or more persons concurrently as

proxies.

20.3 A proxy may delegate the proxy’s authority to act on behalf of the shareholder to

another person, subject to any restriction set out in the instrument appointing the

proxy.

20.4 A copy of the instrument appointing a proxy must be delivered to the Company or to

any other person on behalf of the Company, before the proxy exercises any rights

of the shareholder at a shareholders meeting.

20.5 A proxy may not delegate or transfer any authority to act on behalf of a shareholder

to another person, other than the chairperson of the General Meeting.

20.6 Subject to the provisions of the Act, a proxy form –

20.6.1 must be in such form as approved or accepted by the Board;

20.6.2 must be submitted at the registered office of the Company no later than 48

hours before the time determined for the holding of the General Meeting

(excluding Saturdays, Sundays and public holidays) or for the resumption of

the adjourned meeting at which the nominated person intends to vote;

20.6.3 is deemed, in addition to the authority granted by the Act and save to the

extent that the proxy form may provide otherwise, to give the authority to act

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generally at the General Meeting in question, subject however to any specific

direction concerning the manner in which the proxy must exercise his votes

unless such proxy has been granted to the chairperson of the General

Meeting;

20.6.4 may not be used at the resumption of an adjourned general meeting if it could

not be used at the General Meeting that was adjourned, for a reason other

than that it was not submitted in time for the latter meeting;

20.6.5 remains valid for one year after the date on which it was signed or any longer

or shorter period expressly set out in the appointment unless –

20.6.5.1 the shareholders who gave the proxy choose to act directly and in

person, in which instance the proxy is suspended; or

20.6.5.2 the proxy is revoked, unless the proxy appointment expressly states

otherwise; or

20.6.5.3 expires earlier as contemplated in section 58(8)(d) of the Act.

20.7 If the appointment is revocable, a shareholder may revoke the proxy appointment

by –

20.7.1 cancelling it in writing, or making a later inconsistent appointment of a proxy;

and

20.7.2 delivering a copy of the revocation instrument to the proxy, and to the

Company.

20.8 A vote cast or an act performed in accordance with the provisions of a form of

proxy, is deemed to be valid, notwithstanding –

20.8.1 the earlier death, mental incapacity, or other legal incapacity of the person

who appointed the proxy; or

20.8.2 the revocation of the proxy; or

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20.8.3 the transfer of a share in respect of which the proxy was given,

unless notice regarding any of the abovementioned matters was received by the

Company at the offices, or notice was received by the chairperson of the General

Meeting at the venue of the General Meeting (if not held at the offices) before the

start or resumption (if adjourned) of the General Meeting at which the vote was cast

or the act was performed, or before the vote by a poll where the vote was cast.

20.9 Every instrument of proxy shall, as far as circumstances permit, be substantially in

the following form, or in such other form as the Directors may approve from time to

time:

“I/We ____________________________________

Member number: _________________________

being a shareholder of Senwesbel Limited do hereby appoint

_______________________________________

or failing him/her

_______________________________________

or failing him/her, the chairperson of the meeting as my/our proxy to vote or abstain from voting on my/our

behalf at the meeting of the shareholders of the Company to be held at on and at any

adjournment thereof as follows: –

In favour of Against Abstain

Special Resolution 1 ………........ ………........ ………........

Ordinary Resolution 1 ………........ ………........ ………........

(Indicate the instruction to proxy by way of a cross in the appropriate space). Except as instructed above or

if no instructions are inserted above, my/our proxy may vote as he/she deems fit.

SIGNED this day of in the year of .

SHAREHOLDER’S SIGNATURE

(Note – A shareholder entitled to attend, speak and vote is entitled to appoint a proxy to attend, speak and

vote in his/her stead, and such proxy need not be a shareholder of the Company).”

21 NOTICES AND ELECTRONIC COMMUNICATION

21.1 All notices shall be given by the Company to each shareholder of the Company and

shall be given in writing in any manner authorised by the Act and the Regulations,

and particularly Table CR3 annexed to the Regulations.

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21.2 Each shareholder of the Company –

21.2.1 shall notify the Company in writing of an address, which address shall be his

registered address for the purposes of receiving written notices from the

Company by post and, if he has not named such an address, he shall be

deemed to have waived his right to be so served with notices; and/or

21.2.2 may notify the Company in writing of an e-mail address, which address shall

be his address for the purposes of receiving notices by way of Electronic

Communication and, having done so shall be deemed to have agreed to

receiving by Electronic Communication, notices and other documents from

the Company at his e-mail address, and the Company may satisfy its

obligation to send him any notice or other document by –

21.2.2.1 publishing such notice or other document on the Company’s website; and

21.2.2.2 notifying him by e-mail to that e-mail address that such notice or document

has been so published, specifying the address of the website on which it

has been published, the place on the website where such notice may be

accessed, how it may be accessed and, if the notice relates to a General

Meeting, stating –

21.2.2.2.1 that the notice concerns a notice of a General Meeting served in

accordance with the Act;

21.2.2.2.2 the place, date and time of the General Meeting;

21.2.2.2.3 whether the General Meeting is to be an annual general meeting

or other General Meeting;

21.2.2.2.4 the agenda for the General Meeting; and

21.2.2.2.5 such other information as the Act may prescribe.

21.3 Any amendment or revocation of a notification given to the Company under

clause 21.2 shall only be valid if in writing, signed by the shareholder and on actual

26

receipt by the Company thereof.

21.4 An Electronic Communication shall not be regarded as having been received by the

Company if it is rejected by computer virus protection measures.

21.5 A document is regarded as having been sent to a shareholder where the Company

and the shareholder have agreed to the shareholder having access to documents

on a website and the shareholder has been notified of the publication of the

documents on a website, the address of that website and the place on the website

where the documents may be accessed.

21.6 A document is regarded as having been sent to a shareholder not less than fifteen

business days before the date of a General Meeting if the documents have been

published on a website throughout the period commencing not less than fifteen

business days before the General Meeting and ending with the conclusion of the

General Meeting and notification of that publication on the website has been sent to

the shareholder not less than fifteen business days before the date of the General

Meeting. The provisions of this clause 21 shall apply, mutatis mutandis, to any other

time period specified in the Act.

21.7 Proceedings at a General Meeting will not be invalidated if documents have not

been published for the entire period stated in clause 21.6 and where failure to

publish the documents throughout the entire period is attributable to circumstances

the Company could not have reasonably been expected to avoid.

21.8 A shareholder may give notice to the Company of the appointment of a proxy by

Electronic Communication sent to such address as notified by the Company for that

purpose.

21.9 Notice of annual general meetings and other General Meetings shall be delivered to

each person entitled to vote at such meetings and who have elected to receive

such documents.

21.10 Any shareholder whose address in the Securities Register, is an address not within

the Republic, shall be entitled to have notices served upon him at such address.

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21.11 In the case of joint holders of Securities, all notices shall, unless such holders

request otherwise in writing, and the Board agrees, be given to that shareholder

whose name appears first in the Securities Register and a notice so given shall be

deemed sufficient notice to all the joint holders.

21.12 Any notice sent by any means permitted in Table CR3 annexed to the Regulations,

shall be deemed to have been delivered as provided for in that method of delivery

in such Table.

21.13 Any person, who by operation of law, transfer or other means whatsoever, becomes

entitled to any Security, shall be bound by every notice in respect of that Security

which, prior to his name and address being entered in the Securities Register, was

given to the person from whom he derives his title to such Security.

21.14 Any notice or document delivered or sent by post to, or left at, the registered

address of any shareholder pursuant to this MOI shall, notwithstanding that such

shareholder was then deceased, and whether or not the Company has notice of his

death, be deemed to have been duly served in respect of any Securities, whether

held solely or jointly with other persons by such shareholder, until some other

person is registered in his stead as the sole or joint holder of such Security, and

such service shall, for all purposes of this MOI, be deemed a sufficient service of

such notice or document on his heirs, executors or administrators and all persons (if

any) jointly interested with him in any such Securities.

22 SHAREHOLDERS’ RESOLUTIONS

22.1 An ordinary resolution shall be adopted at a General Meeting if supported by more

than 50% of the voting rights exercised on the resolution.

22.2 A special resolution shall be adopted at a General Meeting if supported by at least

75% of the voting rights exercised on the resolution.

22.3 A special resolution adopted at a General Meeting is required for the following

matters –

22.3.1 an amendment of this MOI as provided for in clause 39;

28

22.3.2 approval of the voluntary winding-up of the Company;

22.3.3 approval of any proposed fundamental transaction, to the extent required by

Part A of Chapter 5 of the Act, being –

22.3.3.1 a proposal to dispose of all or the greater part of the assets or undertaking of the

Company as contemplated by section 112 of the Act;

22.3.3.2 the amalgamation or merger of the Company with any other company as

contemplated by section 113 of the Act;

22.3.3.3 any scheme of arrangement between the Company and holders of any class of its

securities as contemplated by section 114 of the Act;

22.3.4 the entering into or undertaking of any of the following transactions –

22.3.4.1 the disposal or transfer of Senwes Shares (or any rights attaching thereto)

owned by the Company, to the extent that such disposal or transfer will result

in the Company’s voting rights as a holder of Senwes Shares falling below

35% of all of the voting rights exercisable in respect of all of the Senwes

Shares;

22.3.4.2 the creation of any encumbrance whatsoever of any of the Senwes Shares (or

any rights attaching thereto) owned by the Company, to the extent that such

encumbrance could result in the Company’s voting rights as a holder of

Senwes Shares falling below 35% of all of the voting rights exercisable in

respect of all of the Senwes Shares;

22.3.4.3 the exercise by the Company of its voting rights in respect of Senwes Shares

owned by the Company in favour of any transaction undertaken by Senwes in

respect of its authorised and/or issued share capital, which could result, in the

circumstances where the Company is unwilling or unable to follow its rights

attached to the Senwes Shares held by it, in the Company’s voting rights as a

holder of Senwes Shares falling below 35% of all of the voting rights

exercisable in respect of all of the Senwes Shares; or

29

22.3.5 as elsewhere specifically provided for in this MOI or required by the Act.

23 SHAREHOLDERS ACTING OTHER THAN AT A GENERAL MEETING

23.1 Subject to clause 23.4, a resolution that could be voted on at a General Meeting

(other than in respect of the election of directors) may instead be –

23.1.1 submitted by the Board in writing for consideration to the shareholders entitled

to exercise the voting rights in relation to the resolution;

23.1.2 voted on in writing by such shareholders within a period of twenty business

days after the resolution was submitted to them.

23.2 A resolution contemplated in clause 23.1 –

23.2.1 will be regarded to have been adopted if it is supported by persons entitled to

exercise sufficient voting rights for it to have been adopted as an ordinary or

special resolution, as the case may be, at a properly constituted General

Meeting; and

23.2.2 if adopted, will have the same effect as if it had been approved by voting at a

General Meeting.

23.3 Within ten business days after adopting a resolution in accordance with the

procedures provided in this clause 23, the Company shall deliver a statement, in

such format as determined by the Board from time to time, describing the results of

the vote, consent process or election to every shareholder who was entitled to vote

on or consent to the resolution.

23.4 The provisions of this clause 23 shall not apply to any General Meetings that are

called for the passing of any resolution for the election of directors or to any annual

general meeting of the Company.

24 POWERS OF THE BOARD

24.1 The management of the Company’s business and affairs and the control of the

Company vests in the Board which has the authority to exercise all of the powers

30

and perform any of the functions of the Company without any limitation except to

the extent that the Act or this MOI provides otherwise.

24.2 The Board may exercise or delegate to one or more persons all such powers and

may perform all such acts or delegate such acts to one or more persons to be

performed (including the right to delegate) as may be exercised by the Company

and which do not in terms of an express provision of the Act or this MOI have to be

performed by a General Meeting, provided that the management of the Company’s

business and the control of the Company –

24.2.1 is not irreconcilable with; and

24.2.2 corresponds with,

all resolutions passed by a General Meeting.

24.3 No resolution of a General Meeting shall, however, invalidate any prior act of the

Board or any of its delegates.

25 COMPOSITION OF THE BOARD

25.1 The Board must comprise at least four directors and the shareholders shall be

entitled, by ordinary resolution, to determine such other minimum number of

directors as they from time to time shall consider appropriate.

25.2 The Company shall not –

25.2.1 have any directors who are appointed or removed by a person named in, or

determined in terms of this MOI; or

25.2.2 appoint any ex officio directors; or

25.2.3 appoint any alternate directors.

25.3 If the number of directors falls below the prescribed minimum, the remaining

director(s) may act, but if and for so long as the number of directors is less than the

31

prescribed minimum, the remaining directors may, in the meantime continue to act

as such, but only to perform the following acts –

25.3.1 to increase the number of directors to the prescribed minimum; or

25.3.2 to convene a General Meeting for that purpose, bearing in mind that if no

director is able or willing to do it, any shareholder may convene a General

Meeting for that purpose.

25.4 The failure by the Company to have the minimum number of directors does not limit

or negate the authority of the Board.

25.5 If, at any time, the Company has only one director, such director has the authority

to act on behalf of the Company without notice or compliance with any other

formalities and such powers are not limited or restricted by this MOI.

26 ELECTION OF DIRECTORS

26.1 A director shall cease to hold office if he –

26.1.1 is prohibited by a court from being a director, or declared by a court to be

delinquent or on probation in terms of section 162 of the Act, or in terms of

section 47 of the Close Corporations Act, 1984 (Act No. 69 of 1984);

26.1.2 is an un-rehabilitated insolvent;

26.1.3 is prohibited in terms of any public regulation to be a director of the Company;

26.1.4 has, at any time within the preceding five years or such longer period as

determined by the court from time to time, been removed from an office of

trust, on the grounds of misconduct involving dishonesty;

26.1.5 has, at any time within the preceding five years or such longer period as

determined by the court from time to time, been convicted in the Republic or

elsewhere, and imprisoned without the option of a fine, or fined more than the

prescribed amount, for theft, fraud, forgery, perjury or an offence –

32

26.1.5.1 involving fraud, misrepresentation or dishonesty; or

26.1.5.2 in connection with the promotion, formation or management of a

company, or in connection with the appointment of a director in a

company who does not qualify to act as an director in terms of the Act;

or

26.1.5.3 under this Act, the Insolvency Act, 1936 (Act No. 24 of 1936), the Close

Corporations Act, 1984 (Act No. 69 of 1984), the Competition Act, 1998

(Act No. 89 of 1998), the Financial Intelligence Centre Act, 2001 (Act

No. 38 of 2001), the Securities Services Act, 2004 (Act No. 36 of 2004),

or Chapter 2 of the Prevention and Combating of Corruption Activities

Act, 2004 (Act No. 12 of 2004); or

26.1.6 gives notice to the Company of his resignation as director, with effect from the

date of such notice or with effect from a later date specified in the notice; or

26.1.7 is absent from Board Meetings for four consecutive Board Meetings without

the Board’s permission and the Board decides that he should be discharged

from his office; or

26.1.8 receives a notice that his appointment as director is terminated, signed by

directors who in total represent more than 50% of the Board (to the exclusion

of such director); or

26.1.9 receives a notice that his appointment as director is terminated, signed by

shareholders who in total represent more than 50% of the total votes which

can then be exercised on a poll at a General Meeting; or

26.1.10 is required to retire as provided for in clause 26.2.

26.2 At each annual general meeting of the Company, with effect from the first annual

general meeting of the Company following the adoption of this MOI and subject to

the provisions relating to the disqualification of directors, the directors then holding

that position for a period of three years or more, shall retire.

33

26.3 Should, at any time prior to the expiry of his term as a director, a person cease to

be a director for any reason whatsoever other than the retirement provided for in

clause 26.2, including but not limited to death, resignation or disqualification to act

as director, the term of the person elected to fill such vacancy shall be limited to the

remainder of the term of the person that he replaces and the rotation and retirement

of the remainder of the directors shall not be affected thereby and shall continue on

the same basis as if such vacancy did not arise.

26.4 Should more than two persons at any time simultaneously cease to be directors

prior to the expiry of their terms as directors for any reason set out in clause 26.3

above, the vacancy to be filled by the persons elected and the concomitant period

of service of each shall be determined by a draw by the persons elected, unless

otherwise agreed amongst themselves.

26.5 A retiring director shall be eligible for re-election and, if re-elected, he shall be

deemed not to have vacated his office, provided that he shall again become subject

to retirement in accordance with clause 26.2 as if his appointment commenced at

the date of such re-election.

26.6 The election of directors shall occur as follows:

26.6.1 The Board shall give, at least forty five days prior to a general meeting of the

Company at which a vacancy of the Board is to be filled, notice to the

shareholders calling for nominations for the vacancy on the Board that needs

to be filled.

26.6.2 The notice referred to in clause 26.6.1 shall be given by means of publication

in a daily newspaper with circulation in the area in which the majority of the

shareholders reside. The notice must set out the following –

26.6.2.1 the number of vacancies for which nominations are called for;

26.6.2.2 the closing date for the submission of nominations;

26.6.2.3 that nomination must be made on the form prescribed by the Board at

that specific time;

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26.6.2.4 that each nomination be signed by the proposer (who has to be a

shareholder and who may not be the nominee) and eight seconders (all

of whom has to be shareholders) who are entitled to attend and vote at

the General Meeting where the election is to take place; and

26.6.2.5 that each proposer and seconder may only propose and second such

number of persons for which vacancies exist.

26.6.3 After the closing of nominations –

26.6.3.1 should an equal number of nominations to the number of vacancies be

received and provided that the nominees qualify to act as directors, the

nominees shall be deemed to have been appointed as directors of the

Company with effect from the general meeting referred to in

clause 26.6.1; or

26.6.3.2 should more persons be nominated than the number of vacancies, the

Board will give notice of an extraordinary general meeting for the

purpose of electing directors to fill the vacancies by means of a

shareholders’ resolution. The notice must include –

26.6.3.2.1 the name or names of the nominated candidates;

26.6.3.2.2 the number of vacancies to be filled;

26.6.3.2.3 that each shareholder is entitled to vote for such number of

candidates as the number of vacancies;

26.6.3.2.4 that should a shareholder not be able to attend the general

meeting, he may appoint any proxy to attend, speak and vote at

the general meeting on his behalf, which proxy must be in the

form and subject to such instructions as contained in the proxy

attached to the notice.

26.6.4 At the extraordinary general meeting convened in terms of clause 26.6.3.2 the

shareholders shall elect the directors from the candidates listed in terms of

35

clause 26.6.3.2.1. The appointment of the directors elected shall be with

effect from the General Meeting referred to in clause 26.6.1.

26.6.5 The directors elected in terms of this clause 26.6 will, in accordance with

clause 26.9, automatically be the candidates of the Company for the

corresponding directors’ vacancies at Senwes.

26.7 Should no nominations be received by the Company as provided for in clause

26.6.2, the Company may, at the meeting at which such director is to retire, fill the

vacancy by electing a person as director and should the Company fail to elect a

director, the retiring director (should he be willing to continue as director) shall be

deemed to have been re-elected unless –

26.7.1 at such meeting it specifically be decided not to fill the vacancy; or

26.7.2 a decision for the re-election of such director be proposed but not approved

by the meeting.

26.8 The authority of the Board to fill a vacancy on the Board on a temporary basis is not

limited or restricted by this MOI provided that the shareholders at the next annual

general meeting of the Company must confirm such appointment.

26.9 Notwithstanding any other provisions contained in this MOI, the Board shall be

obliged to exercise the voting rights and other shareholder rights accorded to the

shares held by the Company in Senwes in such a manner, or to ensure, that the

persons that are elected as directors of the Company from time to time are

nominated, in accordance with the statutes of Senwes, for appointment as directors

of Senwes and that the Company votes for the appointment of the nominees at the

general meeting of Senwes at which the nominees stand for election as directors of

Senwes.

27 BOARD MEETINGS AND DECISIONS BY THE BOARD

27.1 The directors may elect a chairperson and deputy chairperson of the Board and

determine the period for which each is to hold office. At any Board Meeting, the

chairperson of the Board, or failing him the deputy chairperson of the Board, or if

36

both the chairperson and the deputy chairperson are not present or willing to act as

such, the most senior director present and willing to act as such, shall act as

chairperson, failing which, the directors present at any Board Meeting shall choose

one of their number to be chairperson of the Board Meeting.

27.2 The Board may determine the form and time for giving notice of its meetings,

provided that –

27.2.1 no meeting of the Board may be convened without notice to all of the

directors; and

27.2.2 such notice shall be given not less than seven days prior to the meeting being

held,

unless all the directors have waived the condition of notice of the meeting.

27.3 The chairperson of the Board, or failing him any director authorised by the Board,

may call a meeting of the Board at any time and must call such a meeting if

required to do so by at least two directors.

27.4 Except to the extent that the Act provides otherwise, a meeting of the Board may be

conducted by Electronic Communication, or provide for one or more directors to

participate in a Board Meeting by Electronic Communication.

27.5 The Board may proceed with a Board Meeting despite failure or defect in giving

notice of the Board Meeting, provided that all the directors of the Company –

27.5.1 acknowledge actual receipt of the notice;

27.5.2 are present at the meeting; or

27.5.3 waive notice as a condition of the meeting.

27.6 A majority of the directors must be present at a Board Meeting before a vote may

be called at a Board Meeting.

37

27.7 Each director has one vote on a matter to be decided on by the Board at a Board

Meeting.

27.8 A majority of the votes cast by the directors on a resolution is sufficient to adopt the

resolution tabled at a Board Meeting.

27.9 A decision that could be voted on at a meeting of the Board may instead be

adopted by written consent of a majority of the directors, given in person, or by

means of Electronic Communication, provided that each director has received

notice of the matter to be decided, and any such resolution signed by the majority of

the directors and inserted in the minute book is as valid and effective as though it

had been passed at a Board Meeting. Any such resolution may consist of several

documents and shall be deemed to have been passed on the date on which it was

signed by the last director who signed it (unless a statement to the contrary is made

in that resolution).

27.10 Save where otherwise provided, in the case of a tied vote, the chairperson does not

have a second or deciding vote, and the resolution being voted on shall not be

adopted.

28 DISCLOSURE OF DIRECTORS’ INTERESTS

28.1 Save to the extent necessary to comply with the provisions of the Act, a director is

not obliged (except if otherwise agreed) to account to the Company for any profit or

benefit that flows from any contract entered into by the Company and in which he

has an interest, whether directly or indirectly.

28.2 A director who, in accordance with the Act, declared his interest (if material) in the

relevant contract or intended contract or arrangement –

28.2.1 is counted for the purpose of a quorum at a Board Meeting at which he is

present to consider any matter; and

28.2.2 is not entitled to vote with regard to any matter,

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that relates to any existing or intended contract or arrangement in which he has an

interest.

29 DIRECTORS’ REMUNERATION

29.1 The authority of the Company to pay remuneration to the directors, in accordance

with a special resolution approved by the shareholders within the previous two

years, is not limited or restricted by this MOI.

29.2 Directors should be compensated for all travel expenses, maintenance costs and

other expenses duly incurred by them in their duties in connection with the business

of the Company and which are authorised or approved by the Board.

30 QUALIFYING SHARES

No director shall be obliged to hold any qualifying shares.

31 INDEMNIFICATION OF DIRECTORS

31.1 The Company may –

31.1.1 advance expenses to a director, directly or indirectly, to indemnify a director in

respect of the defence of legal proceedings arising out of the director’s

service to the Company or from any indemnity as provided for in

clause 31.1.2;

31.1.2 indemnify a director in respect of any liability other than for any loss, damages

or costs sustained by the Company as a direct or indirect consequence of the

director having –

31.1.2.1 acted in the name of the Company, signed anything on behalf of the

Company, or purported to bind the Company or authorise the taking of

any action by or on behalf of the Company, despite knowing that the

director lacked the authority to do so;

31.1.2.2 acquiesced in the carrying on of the Company’s business despite

knowing that it was being conducted recklessly, with gross negligence,

39

with intent to defraud any person or for any fraudulent purpose or

trading under insolvent circumstances;

31.1.2.3 been a party to an act or omission by the Company despite knowing

that the act or omission was calculated to defraud a creditor, employee

or shareholder of the Company, or had another fraudulent purpose;

and/or

31.1.3 purchase insurance to protect the Company or a director against any liability

provided for in terms of clauses 31.1.1 and/or 31.1.2,

and the power of the Company in this regard is not limited, restricted or extended

by this MOI.

31.2 The provisions of clause 31.1 shall apply mutatis mutandis in respect of any former

director, prescribed officer, manager, company secretary or member of any

committee of the Board, including the audit committee and any alternate director.

32 BORROWING POWERS

32.1 The Board may, subject to the other provisions of this MOI, exercise all powers of

the Company to borrow money and to encumber its business and property or any

part thereof by means of a mortgage or otherwise and, subject to the other

provisions of this MOI, to issue debentures, debenture securities, and other

securities (with such special rights, if any, in respect of the allotment of shares or

securities, attendance of and voting at General Meetings, appointment of directors

or otherwise that may be approved by a General Meeting), whether outright or as

security for any debt, liability or obligation of the Company or any third party.

32.2 Notwithstanding the provisions of clause 32.1, no debt incurred or security given

contrary to the provisions of clause 32.1 is invalid or unenforceable, unless at the

time when the debt was incurred or the security given, notice was expressly given

to the creditor or the receiver of security that the provisions of clause 32.1 were or

were being violated.

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33 COMMITTEES OF THE BOARD

33.1 The Board may appoint any number of committees of directors, and may delegate

to any such committee any of the authority of the Board and include in any such

committee, persons who are not directors, provided that such a person is not

ineligible or disqualified to be a director in terms of this MOI or the Act, provided

further that no such person has a vote on a matter to be decided by the committee.

33.2 Any committee appointed by the Board shall be entitled to consult with or receive

advice from any person and has the full authority of the Board in respect of a matter

referred to it.

33.3 At each annual general meeting of the Company, it must elect an audit committee

consisting of, and the composition, powers and functions of which shall be as

follows:

33.3.1 The audit committee shall consist of at least three members. Each member of

the audit committee must –

33.3.1.1 be a director of the Company, who satisfies any applicable qualification

requirements prescribed in terms of clause 33.3.1.3;

33.3.1.2 not be –

33.3.1.2.1 involved in the day-to-day management of the Company’s

business or have been so involved at any time during the previous

financial year;

33.3.1.2.2 a prescribed officer, or fulltime employee, of the Company or

another related or inter-related company, or have been such an

officer or employee at any time during the previous three financial

years;

33.3.1.2.3 a material supplier or customer of the Company, such that a

reasonable and informed third party would conclude in the

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circumstances that the integrity, impartiality or objectivity of that

director is compromised by that relationship; or

33.3.1.2.4 related to any person who falls within any of the criteria set out in

clause 33.3.1.2;

33.3.1.3 comply with the minimum qualification requirements for members of an

audit committee as prescribed by the Minister of Trade and Industry from

time to time in terms of the Act.

33.3.2 The Board must appoint a person to fill any vacancy on the audit committee

within forty business days after the vacancy arises.

33.3.3 It is the duty of the Company’s audit committee to –

33.3.3.1 nominate, for appointment as auditor of the Company a registered

auditor who, in the opinion of the audit committee, is independent of the

Company;

33.3.3.2 determine the fees to be paid to the auditor and the auditor’s terms of

engagement;

33.3.3.3 ensure that the appointment of the auditor complies with the provisions

of this Act and any other legislation relating to the appointment of

auditors;

33.3.3.4 determine the nature and extent of any non-audit services that the

auditor may provide to the Company, or that the auditor must not

provide to the Company, or a related company;

33.3.3.5 pre-approve any proposed agreement with the auditor for the provision

of non-audit services to the Company;

33.3.3.6 prepare a report, to be included in the annual financial statements for

that financial year –

33.3.3.6.1 describing how the audit committee carried out its functions;

42

33.3.3.6.2 stating whether the audit committee is satisfied that the auditor

was independent of the Company; and

33.3.3.6.3 commenting in any way the committee considers appropriate on

the financial statements, the accounting practices and the internal

financial control of the Company;

33.3.3.7 receive and deal appropriately with any concerns or complaints,

whether from within or outside the Company, or on its own initiative,

relating to –

33.3.3.7.1 the accounting practices and internal audit of the Company;

33.3.3.7.2 the content or auditing of the Company’s financial statements;

33.3.3.7.3 the internal financial controls of the Company; or

33.3.3.7.4 any related matter;

33.3.3.8 make submissions to the Board on any matter concerning the

Company’s accounting policies, financial control, records and reporting;

and

33.3.3.9 perform other functions determined by the Board, including the

development and implementation of a policy and plan for a systematic,

disciplined approach to evaluate and improve the effectiveness of risk

management, control, and governance processes within the Company.

33.3.4 In considering whether a registered auditor is independent of the Company,

the audit committee must –

33.3.4.1 ascertain that the auditor does not receive any direct or indirect

remuneration or other benefit from the Company, except –

33.3.4.1.1 as auditor; or

43

33.3.4.1.2 for rendering other services to the Company, to the extent permitted

in terms of clause 33.3.3.4;

33.3.4.2 consider whether the auditor’s independence may have been

prejudiced –

33.3.4.2.1 as a result of any previous appointment as auditor; or

33.3.4.2.2 having regard to the extent of any consultancy, advisory or other

work undertaken by the auditor for the Company; and

33.3.4.3 consider compliance with other criteria relating to independence or

conflict of interest as prescribed by the Independent Regulatory Board

for Auditors established by the Auditing Profession Act, 2005 (Act No.

26 of 2005), in relation to the Company, and if the Company is a

member of a group of companies, any other Company within that group.

33.3.5 Nothing in this clause 33 precludes the appointment by the Company at its

annual general meeting of an auditor other than one nominated by the audit

committee, but if such an auditor is appointed, the appointment is valid only if

the audit committee is satisfied that the proposed auditor is independent of

the Company.

33.3.6 Neither the appointment nor the duties of an audit committee reduce the

functions and duties of the Board, except with respect to the appointment,

fees and terms of engagement of the auditor.

33.3.7 The Company must pay all expenses reasonably incurred by its audit

committee, including, if the audit committee considers it appropriate, the fees

of any consultant or specialist engaged by the audit committee to assist it in

the performance of its functions.

33.4 If and for so long as it is required to do so in terms of the Act or the Regulations, the

Board must appoint a social and ethics committee having the powers and functions

as required in terms of the Act.

44

34 COMPANY RULES

The Board is prohibited from making any rules relating to the governance of the Company

in respect of matters that are not addressed in the Act or this MOI and the Board’s

capacity to make such rules is hereby excluded.

35 COMPANY SECRETARY

35.1 The Company must appoint a company secretary.

35.2 The company secretary must have the requisite knowledge of, and experience with,

relevant laws and be a permanent resident of the Republic.

35.3 The Board must fill any vacancy in the office of company secretary within eighty

business days after such vacancy arises by a person whom the Directors consider

to have the requisite knowledge and experience.

36 BRANCH REGISTER

The Company shall be entitled to cause a branch securities register to be kept anywhere

abroad and the Board may make such provisions as it deems fit in respect of such branch

securities register.

37 QUALIFICATION REQUIREMENTS FOR SHAREHOLDERS

37.1 Notwithstanding any of the other provisions of this MOI, Securities may only be

transferred to a transferee who, in each instance and at the date of such transfer, is

a qualifying person as provided for in clause 37.2 below (“qualifying person”)

provided that the Board or a subcommittee of the Board to whom the authority to do

so has been delegated by the Board, shall determine, in its sole and absolute

discretion at the written request of the intended transferor, whether a person is a

qualifying person and, if a person is not a qualifying person, whether any transfer

may be authorised to a person who is not a qualifying person. All transfers or issue

of shares should in all circumstances be accepted by the transferee as principal

and for his own benefit.

45

37.2 For purposes of clause 37.1 above, “qualifying person” means a person who, as

at the date of the transfer or the date of the relevant written request contemplated in

clause 37.1 –

37.2.1 conducts a bona fide farming enterprise as his principal business activity; or

37.2.2 in the case of a company, a close corporation or another association of

persons, is effectively controlled, directly and indirectly, by a person or

persons who comply with the requirement set out in clause 37.2.1; or

37.2.3 in the case of a trust, the main business of the trust complies with the

requirement set out in clause 37.2.1 or held by trustees for the benefit of a

person or persons who, at that stage, in family relations or otherwise, in

essence meet the requirement set out in clause 37.2.1; or

37.2.4 is an heir of shares in the Company from a shareholder; or

37.2.5 becomes a transferee of Securities held by a person who complies with the

requirement set out in clause 37.2.1 as a direct consequence of the

restructuring of such person’s farming enterprise or such person’s estate for

estate planning purposes; or

37.2.6 becomes a transferee of Securities in his capacity as a beneficiary of a trust

who holds such Security for the benefit of such transferee.

37.3 Notwithstanding the provisions of clause 37.2 but subject to the requirements of the

Act, the Board is authorised but not obliged to, in circumstances where the Board

determines that it is in the best strategic interest of the Company to do so, –

37.3.1 issue and allot Securities to directors of the Company who are not qualifying

persons or who are directors of Senwes as part of a general issue of

securities by the Company to its shareholders; or

37.3.2 to permit the transfer of Securities by an existing shareholder to directors of

the Company who are not qualifying persons or to directors of Senwes,

46

on terms and conditions as the Board may deem appropriate and, in each instance,

subject thereto that all rights attached to such Securities become vested in such

person as principal and for his own benefit and subject further to the provisions of

clause 37.4 below.

37.4 A person who becomes the holder of Securities pursuant to clause 37.3, including

his successors-in-title, shall not be entitled to transfer such Securities or any rights

attached thereto, without first offering such Securities or rights to the Company (or

its nominee/s) to be accepted or rejected in the Company’s sole discretion, subject

to the obtaining of the requisite regulatory and shareholder approval (if any). Should

the Company not accept such offer in accordance with its terms, the relevant

Securities and/or rights may only be transferred to a qualifying person. The

aforesaid offer must –

37.4.1 be addressed, in writing, to the Company’s company secretary at the

Company’s registered address and must set out in detail the proposed terms

and conditions of the offer;

37.4.2 be open for acceptance in accordance with its terms by the Company (and/or

its nominee/s) within a period of fifteen business days from receipt thereof by

the company secretary; and

37.4.3 determine that, should the offer not be accepted in accordance with its terms,

the offer will fall away and the relevant Securities may then only be

transferred to a qualifying person on the same terms and conditions as set out

in the offer.

38 NO LIEN AND PRE-EXISTING SECURITY IN FAVOUR OF SENWES

38.1 Subject to clause 38.2, it is recorded for the avoidance of any doubt that fully paid

Securities shall not be subject to any lien in favour of the Company and shall be

freely transferable.

38.2 The Securities, together with all rights attaching thereto, including the right to

dividends, and share certificates initially issued by the Company to its first

shareholders who were issued such Shares in terms of a scheme of arrangement

47

implemented in respect of Senwes during 1997 (in this clause referred to as the

“Shareholders”), were ceded and pledged to Senwes as continuing covering

security (notwithstanding any fluctuation in or settlement of the secured debt) for

the due performance of all existing and future debt obligations of those

Shareholders to Senwes and, in terms of this MOI, will remain so ceded and

pledged, which cession and pledge have been accepted by Senwes.

38.3 Should a Shareholders’ debt position to Senwes warrant it at any stage in terms of

the prevailing credit norms of Senwes as determined by the Board of Senwes to be

advised by them to the Company in writing, the Company may release a

Shareholder from such security in respect of the appropriate Shares and may

surrender the relevant share certificates to such Shareholder at his written request

or will send it by registered mail to such Shareholder at his risk.

38.4 Where Senwes does not of its own accord release portions of a Shareholder’s

shares from the security referred to in clause 38.2 and the Shareholder concerned

wishes to have a portion of his shares released, such Shareholder should approach

his credit manager concerned at Senwes in order to make arrangements for

alternative security for his existing and future obligations, which security must be

acceptable to Senwes, whereafter the Company will, at the written instruction of

Senwes, surrender the applicable share certificates to the Shareholder, or will post

it by registered mail to the Shareholder at his risk.

38.5 Each Shareholder whose shares are subject to the security referred to in

clause 38.2, will be deemed to have authorised irrevocably and in rem suam any

director (whose appointment or capacity need not be proved) to perform all legal

acts on behalf of the Shareholder during the realisation of the security for the

transfer of the Shares and otherwise to give effect to such realisation.

38.6 The provisions of this clause 38 constitute a stipulatio alteri in favour of Senwes, the

benefit of which has been accepted by Senwes as at the date of the adoption of this

MOI.

39 AMENDMENT OF MOI

39.1 This MOI may be altered or amended under the following circumstances –

48

39.1.1 in compliance with a court order in the manner contemplated in clause 39.2;

39.1.2 by the Board in order to –

39.1.2.1 increase or decrease the number of authorised shares of any class of

shares;

39.1.2.2 reclassify any classified shares that have been authorised but not

issued;

39.1.2.3 classify any unclassified shares that have been authorised by this MOI,

but are not issued;

39.1.2.4 determine the preferences, rights, limitations or other terms of shares in

a class contemplated in clause 6.2;

39.1.3 at any other time if a special resolution to amend it –

39.1.3.1 is proposed by –

39.1.3.1.1 the Board; or

39.1.3.1.2 shareholders entitled to exercise at least 10% of the voting rights

that may be exercised on such a resolution,

and is adopted at a shareholders meeting, or in accordance with

clause 23.

39.2 An amendment to this MOI required by any court order –

39.2.1 must be effected by a resolution of the Board; and

39.2.2 does not require a special resolution as contemplated in clause 39.1.3.

39.3 Subject to clauses 39.1 and 39.4 any amendment to this MOI must be approved by

a special resolution of the ordinary shareholders as provided for in clause 39.1.3.

49

An amendment, for the avoidance of any doubt shall include, but not be limited to

the –

39.3.1 creation of any class of shares;

39.3.2 variation of any preferences, rights, limitations and other share terms

attaching to any class of shares;

39.3.3 conversion of one class of shares into one or more other classes;

39.3.4 increase of the number of Securities;

39.3.5 consolidation of Securities;

39.3.6 subdivision of Securities;

39.3.7 change of the name of the Company; or

39.3.8 conversion of shares from par value to no par value.

39.4 The Board, or an individual authorised by the Board, may alter the MOI, in any

manner necessary to correct a patent error in spelling, punctuation, reference,

grammar or similar defect on the face of the document, by –

39.4.1 publishing a notice of the alteration in accordance with the provisions of

clause 21; and

39.4.2 filing a notice of the alteration as required by the Act.

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Adoption of MOI

This MOI was adopted by special resolution at a shareholders meeting held on

____________________ or by shareholders acting other than at a meeting in terms of

section 60.

_________________________________

Certified a true copy of the MOI adopted.

Director:

Name: