Katoro Gold : Articles of association

Contents

Preliminary

1.

Standard regulations do not apply

1

2.

Definitions and interpretation

1

3.

Limited liability

4

SHARE CAPITAL

4.

Rights attached to shares

4

5.

Allotment (etc.) of shares

4

6.

Authority to allot shares and grant rights

4

7.

Deferred Shares

5

8.

Dis-application of pre-emption rights

6

9.

Power to pay commission

7

10.

Power to alter share capital

7

11.

Power to issue redeemable shares

7

12.

Power to purchase own shares

7

13.

Power to reduce capital

7

14.

Trusts not recognised

8

UNCERTIFICATED SHARES - GENERAL POWERS

15.

Uncertificated shares - general powers

8

VARIATION OF RIGHTS

16.

Variation of rights

8

TRANSFERS OF SHARES

17.

Right to transfer shares

9

18.

Transfers of uncertificated shares

9

19.

Transfers of certificated shares

9

20.

Other provisions relating to transfers

10

21.

Notice of refusal

10

TRANSMISSION OF SHARES

22.

Transmission on death

10

23.

Election of person entitled by transmission

10

24.

Rights of person entitled by transmission

10

DISCLOSURE OF INTERESTS IN SHARES

25.

Disclosure of interests in shares

11

GENERAL MEETINGS

26.

Annual general meetings

12

27.

Convening of general meetings other than annual general meetings

13

28.

Separate general meetings

13

29.

Organisation of general meetings

13

NOTICE OF GENERAL MEETINGS

30.

Length and form of notice

13

31.

Content of notice

14

32.

Omission or non-receipt of notice

14

PROCEEDINGS AT GENERAL MEETINGS

33.

Quorum

15

34.

Security

15

35.

Chairman

16

36.

Right to attend and speak

16

37.

Resolutions and amendments

16

38.

Adjournment

17

39.

Postponement

17

40.

Meeting at more than one place

18

41.

Method of voting and demand for poll

18

42.

How a poll is to be taken

19

VOTES OF MEMBERS

43.

Voting rights

19

44.

Representation of corporations

20

45.

Voting rights of joint holders

20

46.

Voting rights of members incapable of managing their affairs

20

47.

Voting rights suspended where sums overdue

20

48.

Objections to admissibility of votes

21

PROXIES

49.

Proxies

21

50.

Appointment of proxy

21

51.

Receipt of proxy

21

52.

Notice of revocation of authority etc

22

DIRECTORS

53.

Number of directors

23

54.

Share qualification and rights concerning general meetings

23

ELECTION, RETIREMENT AND REMOVAL OF DIRECTORS

55.

Election of directors by the Company

23

56.

Separate resolutions for election of each director

23

57.

The board's power to appoint directors

23

58.

Retirement of directors

23

59.

Removal of directors

24

60.

Vacation of office of director

24

61.

Executive directors

24

ALTERNATE DIRECTORS

62.

Power to appoint alternate directors

25

REMUNERATION, EXPENSES, PENSIONS AND OTHER BENEFITS

63.

Directors' fees

25

64.

Special remuneration

25

65.

Expenses

26

66.

Pensions and other benefits

26

POWERS OF THE BOARD

67.

General powers of the board to manage the Company's business

26

68.

Power to act notwithstanding vacancy

26

69.

Provisions for employees

27

70.

Power to borrow money

27

DELEGATION OF BOARD'S POWERS

71.

Delegation to individual directors

27

72.

Committees

27

73.

Powers of attorney

27

Company

28

76.

Declaration of interests in a proposed transaction or arrangement with the Company

29

77.

Declaration of interest in an existing transaction or arrangement with the Company

29

78.

Provisions applicable to declarations of interest

29

79.

Directors' interests and voting

30

PROCEEDINGS OF THE BOARD

80.

Board meetings

32

81.

Notice of board meetings

32

82.

Quorum

32

83.

Chairman or deputy chairman to preside

32

84.

Competence of board meetings

33

85.

Voting

33

86.

Telephone/electronic board meetings

34

87.

Resolutions without meetings

34

88.

Validity of acts of directors in spite of formal defect

35

89.

Minutes

35

SECRETARY

90.

Secretary

35

SHARE CERTIFICATES

91.

Issue of share certificates

35

92.

Charges for and replacement of certificates

36

LIEN ON SHARES

93.

Lien on partly paid shares

36

94.

Enforcement of lien

36

CALLS ON SHARES

95.

Calls

37

96.

Interest on calls

37

97.

Sums treated as calls

37

98.

Power to differentiate

37

99.

Payment of calls in advance

37

FORFEITURE OF SHARES

100.

Notice of unpaid calls

37

101.

Forfeiture on non-compliance with notice

38

102.

Power to annul forfeiture or surrender

38

103.

Disposal of forfeited or surrendered shares

38

104.

Arrears to be paid notwithstanding forfeiture or surrender

38

SEAL

105.

Seal

39

DIVIDENDS

106.

Declaration of dividends by the Company

39

107.

Fixed and interim dividends

39

108.

Calculation and currency of dividends

39

109.

Method of payment

40

110.

Dividends not to bear interest

40

111.

Calls or debts may be deducted from dividends

40

112.

Unclaimed dividends etc

40

113.

Uncashed dividends

41

114.

Dividends in specie

41

115.

Scrip dividends

41

CAPITALISATION OF RESERVES

116.

Capitalisation of reserves

42

117.

Capitalisation of reserves - employees' share schemes

43

RECORD DATES

118.

Fixing of record dates

44

ACCOUNTS

119.

Accounting records

44

COMMUNICATIONS

120.

Communications to the Company

44

121.

Communications by the Company

44

122.

Communication during suspension or curtailment of postal services

45

123.

When communication is deemed received

45

124.

Record date for communications

46

125.

Communication to person entitled by transmission

46

UNTRACED MEMBERS

126.

Sale of shares of untraced members

46

127.

Application of proceeds of sale

47

DESTRUCTION OF DOCUMENTS

128.

Destruction of documents

47

WINDING UP

129.

Powers to distribute in specie

48

INDEMNITY AND INSURANCE, ETC.

130.

Directors' indemnity, insurance and defence

48