Momentum Metropolitan : Memorandum of Incorporation for a public company

Republic of South Africa

Companies Act, 2008

MEMORANDUM OF INCORPORATION FOR A PUBLIC COMPANY

Name of company: Momentum Metropolitan Holdings Limited

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14. CERTIFICATES EVIDENCING ISSUED SECURITIES, UNCERTIFICATED SECURITIES AND

15. VOTING OF SECURITIES BEING HELD BY ONE PERSON FOR THE BENEFICIAL INTEREST OF

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24. NUMBER OF DIRECTORS, ELECTION OF DIRECTORS, ALTERNATE DIRECTORS AND CASUAL

26. REMUNERATION OF DIRECTORS AND ALTERNATE DIRECTORS AND MEMBERS OF BOARD

27. FINANCIAL ASSISTANCE FOR DIRECTORS AND PRESCRIBED OFFICERS AND THEIR RELATED

30. PERSONAL FINANCIAL INTERESTS OF DIRECTORS AND PRESCRIBED OFFICERS AND

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PREAMBLE

The Company is governed by -

1. the unalterable provisions of the Companies Act, subject only to such higher standards, greater restrictions, longer periods of time or similarly more onerous requirements as may be imposed on the Company by this MOI in relation to such unalterable provisions;
2. the alterable provisions of the Companies Act, subject to the limitations, extensions, variations or substitutions set out in this MOI; and
3. the other provisions of this MOI.

1. INTERPRETATION In this MOI -

1. words that are defined in the Companies Act but not defined in this MOI will bear the same meaning in this MOI as in the Companies Act, as such definitions in the Companies Act are amended from time. For ease of reading, such terms defined in the Companies Act are written in this MOI with their first letter as a capital letter;
2. unless the context otherwise requires -
3. 1. "Charter" means any charter or terms of reference approved by the Board, as amended by the Board from time to time, relating to the powers, duties, functions and/or operations of any committee of the Board and/or any statutory committee of the Company. For the sake of clarity, it is recorded that a Charter shall not constitute Rules;
   2. "Companies Act" means the Companies Act, 2008;
   3. "Company" means Momentum Metropolitan Holdings Limited or by whatever other name it may be known from time to time;
   4. "Deliver" means to deliver in the manner in which the Company is entitled to give notice or deliver documents in accordance with clause 36 (Notices and Electronic Meetings) and the Companies Act;
   5. "Effective Date" means the date on which the Companies Act came into operation, namely 1 May 2011;

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1. "Electronic Address" means in regard to Electronic Communication, any email address furnished to the Company by the Holder;
2. "Holders" means registered holders of Securities;
3. "Ineligible or Disqualified" means ineligible or disqualified as contemplated in the Companies Act, which shall apply not only to Directors and Alternate Directors but also to members of Board committees and members of audit committees and Prescribed Officers and the secretary of the Company;

1. "King Code" means the King Code of Governance for South Africa 2009, issued by the Institute of Directors in Southern Africa;
2. "Listings Requirements" means the listings requirements of the JSE, as amended or replaced from time to time;
3. "MOI" means this Memorandum of Incorporation;
4. "Odd-lot" means a total holding by a single Holder of less than 100 (one hundred) Securities, or subject to the Listings Requirements, such greater or lesser number of Securities determined by the Directors at the relevant time;
5. "Odd-lotOffer" means an offer to Holders in terms of which those Holders holding Odd-lots may elect to:
6. 1. sell their Odd-lot; or
   2. retain their Odd-lot;
7. "Participant" means a depository institution accepted by a Central Securities Depository as a participant in terms of the Securities Services Act;
8. "Present" bears the same meaning as "present at a meeting" as defined in section 1;
9. "Regulations" means regulations published from time to time pursuant to the Companies Act;

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1. 1. "Round Robin Resolution" means a resolution of Directors passed other than at a meeting of Directors as contemplated in section 74 of the Companies Act;
   2. "Securities Services Act" means the Securities Services Act, 2004;
   3. "SENS" means the Securities Exchange News Service of the JSE, or such other automated system of disseminating information as is maintained by the JSE from time to time;
   4. "Uncertificated Securities" means securities as defined in the Securities Services Act which are by virtue of the Companies Act transferable without a written instrument and are not evidenced by a certificate;
   5. "Writing" includes Electronic Communication but as regards any Holder entitled to vote, only to the extent that such Holder has notified the Company of an Electronic Address;
2. references to Holders represented by proxy shall include Holders entitled to vote who are represented by an agent appointed under a general or special power of attorney;
3. references to Holders entitled to vote when Present at a meeting or acting in person shall include Juristic Persons represented by duly authorised representative/s or acting in the manner prescribed in the Companies Act, including Juristic Persons represented by proxy;
4. all references to "section/s" in this MOI refer to the sections of the Companies Act unless the context indicates otherwise;
5. references to any statute or regulation shall be references to that statute as modified, amended or substituted from time to time;
6. the headings are for reference purposes only and shall not affect the interpretation of this MOI;
7. words in the singular number shall include the plural, and words in the plural number shall include the singular, words importing the masculine gender shall include the female gender, and words importing Persons shall include created entities (corporate or not);
8. if any term is defined within the context of any particular clause in the MOI, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in

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terms of this MOI, notwithstanding that that term has not been defined in this interpretation provision;

1. 1. save to the extent that item 4(4) of Schedule 5 of the Companies Act may permit this MOI to prevail, if the provisions of this MOI are in any way inconsistent with the provisions of the Companies Act, the provisions of the Companies Act shall prevail, and this MOI shall be read in all respects subject to the Companies Act;
   2. the rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply to this MOI.
2. CALCULATION OF BUSINESS DAYS
   When a particular number of Business Days is provided for between the happening of one event and another, the number of days must be calculated in terms of section 5(3).
3. PUBLIC COMPANY
   The Company is a Public Company.
4. POWERS AND CAPACITY OF THE COMPANY
5. 1. The Company has all the powers and capacity of an Individual.
   2. No Special Resolution may be put to Holders to ratify any action by the Company or the Directors that is inconsistent with any limit, restriction or qualification regarding the purposes, powers or activities of the Company, or the authority of the Directors to perform an act on behalf of the Company, if that action was contrary to the Listings Requirements, unless agreed with the JSE.
   3. Notwithstanding the omission from this MOI of any provision to any particular effect, the Company may do anything which the Companies Act empowers a company to do if so authorised by its MOI.
   4. The following corporate actions shall be undertaken in accordance with the Listings Requirements and clause 7.2 -
   5. 1. issues of Securities (including options) for cash;
      2. repurchases of Securities;
      3. alterations of authorised Securities and rights attaching to classes of Securities.

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1. RULES
   The Board shall not make, amend or repeal any Rules as contemplated by section 15(3) of the Companies Act.
2. AMENDMENTS TO THE MOI
3. 1. Save for correcting errors substantiated as such from objective evidence or which are self evident errors (including, but without limitation ejusdem generis, spelling, punctuation, reference, grammar or similar defects) in the MOI, which the Board is empowered to do in terms of section 17(1), all other amendments of the MOI shall be effected in accordance with section 16(1) and section 16(4) of the Companies Act and the Listings Requirements and a Special Resolution passed by the Holders of the ordinary Shares.
   2. For the avoidance of doubt, amendments to the MOI shall include, without limitation:
   3. 1. the creation of any class of Shares;
      2. the variation of any preferences, rights, limitations and other terms attaching to any class of Shares;
      3. the conversion of one class of Shares into one or more other classes;
      4. an increase in the number of authorised Securities of a class;
      5. a consolidation of Securities;
      6. a sub-division of Securities; and/or
      7. the change of name of the Company.
4. AUTHORISED SECURITIES, ALLOTMENT AND ISSUE AND FINANCIAL ASSISTANCE
5. 1. The Company is authorised to issue the following maximum numbers and classes of Shares (which maximum numbers of Shares which may be issued includes Shares already in issue by the Company at any time) -
   2. 1. 2 000 000 000 (two thousand million) ordinary Shares with a par value of 0.0001 cent (one ten thousandth of one cent) each, each of which shall entitle the holder thereof to 1 (one) Voting Right in respect of every matter that may be decided by voting (subject, where applicable, to the rights attaching to any Shares referred to in clause 7.1.2, 7.1.3 and 7.1.4) and shall entitle the holder

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thereof to vote at every general meeting and annual general meeting of the Company, whether in person or by proxy, shall have all rights attached to ordinary Shares except to the extent of the rights attached to any other Shares in issue by the Company which do not rank pari passu with the ordinary Shares in that respect, and shall rank after all other classes of Shares in the Company which do not rank pari passu with the ordinary Shares as regards Distributions, but save as aforesaid shall be entitled to receive the net assets of the Company upon its liquidation. Votes shall be counted in accordance with the provisions of clause 22.22;

1. 1. 76 0 00 00 0 ( seventy six million) A1 variable rate cumulative convertible redeemable preference shares with a par value of 0.0001 cent (one ten thousandth of one cent) each, having the rights set forth in Schedule A;
   2. 13 000 000 (thirteen million) A2 variable rate cumulative convertible redeemable preference shares with a par value of 0.0001 cent (one ten thousandth of one cent) each, having the rights set forth in Schedule B; and
   3. 40 000 000 ( forty million) A3 fixed coupon cumulative convertible redeemable preference shares with a par value of 0.0001 cent (one ten thousandth of one cent) each, having the rights set forth in Schedule C.
2. Subject, where relevant, to clause 4.4, the Board shall have the power to amend the authorisation (including increasing or decreasing the number) and classification of Shares (including determining rights, preferences, limitations or other terms associated with any class of Shares) as contemplated in s36(2)(b) or 36(3) of the Companies Act or to Convert ordinary Shares into redeemable preference Shares or to Convert Securities of any one class into Securities of any other class, whether issued or not and any such amendment shall require approval by way of Special Resolution and, if relevant, compliance with clause
   7.4.
3. To the extent that the Company immediately before the Effective Date had authorised but unissued par value Shares in its capital of a class of which there are issued Shares, the unissued Shares of that class may be issued at par or at a premium or at a discount but subject to the Listings Requirements.
4. All Securities of a class shall rank pari passu in all respects.
5. No rights, privileges or conditions for the time being attached to any class of Securities of the Company nor any interests of that class of Securities may (unless otherwise provided by the terms of issue of the Securities of that class), whether or not the Company is being wound

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up, be varied, nor may any variations be made to the rights, privileges or conditions of any class of Securities, unless the consent in Writing of the Holders of not less than 75% (seventy five per cent) of the issued Securities of that class has been obtained (provided that an amendment by written consent as aforesaid shall be valid only if permitted in terms of the Listings Requirements or with the consent of the JSE, for so long as any securities of the Company are listed on the JSE's lists), or a Special Resolution has been passed by the Holders of that class of Securities at a separate meeting of the Holders of that class. The provisions of this MOI relating to Shareholders' Meetings shall mutatis mutandis apply to any such separate meeting except that -

1. 1. the necessary quorum to begin the meeting and consider the matter shall be sufficient Person/s Present and entitled to vote Securities of that class holding in aggregate at least 25% (twenty five per cent) of all the Voting Rights that are entitled to be exercised on the matter, provided that the meeting may not begin unless, in addition, if there are more than 3 (three) Securities Holders who Hold Securities of that class, at least 3 (three) Securities Holders entitled to vote are Present;
   2. for so long as the Securities of the Company are listed on the JSE's lists, once a quorum has been established, all the Securities Holders of that class constituting a quorum must be Present to hear the matter; and
   3. if a quorum is not Present, the meeting shall be adjourned to the 5th (fifth) Business Day thereafter and if, at any such adjourned meeting of such Holders, the required quorum contemplated in clause 7.5.1 is not Present, those Persons entitled to vote who are Present shall be the requisite quorum.
2. For as long as Securities of the Company are listed on the JSE, no Shares may be authorised in respect of which the preferences, rights, limitations or any other terms of any class of Shares may be varied in response to any objectively ascertainable external fact or facts as provided for in sections 37(6) and 37(7) unless permitted by the JSE.
3. Notwithstanding any implication to the contrary in this MOI, the Board may not authorise any financial assistance by the Company in connection with the subscription for or purchase of its Securities or any options over Securities or those of a Related or Inter-Related company without complying with section 44(3) of the Companies Act.