Company No. 201523877H

THE COMPANIES ACT. CAP. 50

PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

KINGSLAND GLOBAL LTD.

Incorporated on the 22 May 2015

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I. NAME

THE COMPANIES ACT, (CAP.50) PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF

KINGSLAND GLOBAL U'D.

·n1c nmnc of the con1pany is lZingsland Global Ltd.

2. REGISTERED OFFICE

The Register<.."<1 Office of the co1npany will be- situated iri the Republic of Singapore and: if required by applicable fa\V~ it \Vill establi~h a branch office in Australia.

3. BlJSlNESS OR ACTIVITY

Subject to the provisions of the (;on1panies Act (Cap. 50) and any other wriucn lavv and 1hc MC1nor.andu1n and A1ticles of Association, the C:o.1npany has:

(a) full cap:1city to carry on or unde.rtakc any business or activity, do any act or cnt(:I' into any transaction; and

(h) for the. purposel' of paragraph {a). full rights, powers and privileges:.

4. LIABILJ.TY

The liability <lf the 1netnbers is litnitc<l.

\Ve, the person \Vhose nan1c and address and occupation arc hereunto subsc1·ibcd, an1 desirous of being fonned into a company in pursuance of this Memorandllnl of Association and agree to take the 1H1n1be.r of shares in the capital of the cotnpany set opposite our nan1c.

NAME, ADDRESS & OCCUPATION OF SUBSCRmf:R

NUMBER OF SllARES TAKEN Bl!

UBSCRlllER

lGNATllRE OF llllSCRIBER

---------- ---------------·-- ---···-NAME: KINGSLAND lWVCLOl'MENT rn:. LTD. ADDRESS: 15 KWONG MIN ROAD SINGAPORE 62&718

FOR AND ON BEHALF OF KINGSLAl\"l> DEVELOPMENT PTE. LTD RV: "AME: SOK HANG CHAW DDRESS: 23 TOH TUCK CRESCENT

)CCUPATION: DIRECTOR

I (ONE) ORDINARY SHARE

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7 JUL 2015

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THE COMPANIES ACT (CAP.50) PUBLIC COMPANY UM.ITED BY SHARES

ARTICLES OF ASSOCIATION OF

KINGSLAND GLOllAL LTD.

I. The regulations contained in Tahle "A'1 in the Fourth Schedule to the Act shall not apply to the c:o1npa11y) but the folf{H,ving shall, subject to repeal, addition and alteration as provided by the Act or thc~e 1\rticles, be the regulations of the Con1pany.

2. In these A11icles-

a) b) c)

d)

e)

f) g) h) i)

j)

k) I)

m)

n) u)

p)

q) r) s) t) u)

v)

w)

x)

"A.c;RA'1 means the Accounting and Corporah~ Regulatory Authority, Singapore; "Act,. rneans the (~ornpnnies ;\ct (Cap. 50); uArticles~ 1ncans these Articles of Association as originally fra1ned or as altered fron1 tin1c to ti111c by Special Resoh1tion; "ASX" means ASX Limited (Af~N 008 624 691}. a c-,.01npany incorporated in Australia and \vhere the context pennits, the financiai market operated by it; "ASX Settle1nent" 1neans 1\SX Settle£nent Pty Ltd (ACN 008 504 532), a company incorporated in Australia: "Business Dayu has the smnc: meaning given to that tern1 in the Listing Rules; "CDI" n1eans C'HESS [)cpository fntt.'fests (us defined in tbe Lh .. ting Rules) in shares in the (~01npany; 11CDN" 1neans CI:IESS 'Depository· ·Notninecs Pty Ltd or its successor; "CfiESS'' 1neans the. Clearing llouse Electronic Sub-register Systern established and opcral~d by ASX Settlement; ''CHESS approved securllies" nieans &-ecuri~ies approved by ASX Settfen1ont in accordance with the Settlctnent 'Rules; "Co1npany'' rneans Kingsland Global Ltd; 11 Listing Ru!estt means the Listing Rules of the Asx· and .any other rules of the ASX yi,·hich apply \VhiJe the Co111pa11y is adnlitted to the ()fficial List of the ASXf as au1ended or replaced fro1n tbne to tin1e, except to the extent of any express vw•ritten '>\'<liver by ASX; 1'Me1nbcr" nteans a person \vho is entered int<) lhe Register as the holder of shares in the capital of the Cotnpany; 110fficial List" has the same Jnenning given to that tcn11 in the Listing Rules; ''Ordinary Re.~olution" 1nenns a resolution of Mon1bers passed by a siinple 1111\iority (If the votes cast by Me1nb-Ors entitled to vote on the resolution; "Regi~ter1' means the register and/or sub"rcgister of l'vlembers to be kept under the ;\ct and the Listing Rules; "Related Body Corporotc 11 has the san1c 1neaning given to that tern1 in the Listing R.u1e5; 11 Restricted Securilics" has the smne nJeaniog given to that tern\ in the Listing Rules; "Seal" 1neans the co1n1non seal of the Company; '1 St~crctary'1 nieans any person appointed to pcrforn1 the duties of a St:\'.rclary of the Co1npany; 11S'ctHetnent Ru!es11 n1eans the settlen1ent rules of ASX Settle111ent as mnended or replaced frorn thne to tin1e; 11Shal'e" 1neans an ordinary fully paid share in the Con1pany, or CJ)Js over those shares, as the context requires; 11Speciat Resolution" means a resolution of Menlber!l: passed by at least 75{~ of the votes, cast by Members entitled to vote on tbe resolution, unle~s othervdse reqllired by the Act or these Attich:,s; expressions referring to writing shall, unless the contrary intention 11ppCfirs, be Cl)ristrued as including references to prioting1 lithography, photography and other n1odes oVrreseoting or reproducing words

in a visible form; {) (

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y) i.vords denoting the '5lngular number only ~hall include tht"! plural and vice versa, \Vords denoting the rnasculine geuder only shall include 1he fetninine gender and words denoting persons sholl include corporations; and

z) v;ords or expressions contained in these Articles shall, if not int.·onsistcnt \Viih the sub,ic<..'t or context, he interpreted in accordance \Vi th the. provisions of the InterpreUtlion i\Ct (Cap, 1 ), and of the 1\ct :1s in force at the date at whieh these Articles beco1ne binding on the c:o1nr<my.

PUBLIC COM!' ANY

3. 'fl1e Coinpany is a public co1npany.

4. If the Company is nd111itted to the Official List, the follo\ving Articles apply:

a) despile anything eontaincd in theRe Articles., if the Listing Rules prohibit 40 act bGing done, the act n1ust

not be done; b) nothing contained In these Articles prevents an act being done Utat the Lis1ing Rules require to be done; c} ifd1e Listing Rules require an act to be done or not to be done, authority is given for that act 1·0 be done

or not to be done (as the case n1ay be); d} if tho Listing Rules require. these A1tic!C!J to contai11 a provision and it does not cont.1in that provision,

lhese Articles are dc>emed to contain that provision; c) if the Listing Rules require these Articles not to contain a provisioll and it contains thnt provision, lhest!:

Articles are decn1ed not to contain that provision; and f) if any pro.,·isio11 of these Articles is 01' becomes incon.:;istent \Vilh the Listing Rules, these Articles are

dee1ned not to contain that provision to the ex lent of the inconsisle[Jcy.

SllARE CAl'lTAL AND VARIATION OF' HJGHTS

5. Without prejudi(.-e to any specJul rights previously conferred on the holders of .-iny existing shares or class of shares but snbjeet to the Act, shares in the (~01npany 1nay be issued by the directors a)1d any sueh shares n1ay be is.-;11ed with such preferred, deferred, or other special riglrts or suc!J restrictions, \Vhether in regard to dividend1 voting, rt.1urn of capital, or other\vise, as the directors, subject to any Ordinary Resolution, detenninc.

6. 1he Co1npany shall have the pov1cr to consolidate. or subdivide the shares and to issue any additional capital as fully paid or partly paid shnres and with any special or preferential rights or privileges or subjeet to .any speeial terms or conditions, and either \Vith or without any special de.signation, and also fron1 time to tin:ic to altcr1 modify1 cornn1utc, abrogate or deal v1ith any such rights, privileges, tenus, conditk1ns or designations in accordance v.·ith these Articles.

7. Su~jcct to the Act, any preference shares 1nny~ with the sanction of an Ordinary Resolution, be issued on the terms that they are, (lf at the option ~1f the Co1npany are liable, to be rcdce111ed and, in accordanc .. ~ \Vith the Listing Rules, the holder of aoy f)fetbrence shares must be.~ eniilled, in preference to holders of ordinary shares. to both:

8.

a) a dividend at a eo111n1creial rate ( .. Preference Dividend") but shall not be entitled to further participation i11 the profits or assets of the Con1pany, and Preference f>ividends shafl be cun1ulative, so that if the Preference Dividend is not paid (or is not paid in full) on its due date then, vdth effect frorn such date until the date of actual payi11ent, such Hnµaid amount of the Preference f)ividcnd shall continue to accrue at a ralc reasonably deterrnined by the directors nod be corrtp<)Undcd nHJttthly and shall be treated as if it v1crc an additional amount paid up in respe{,i: of that preference share, and the Preference Dividend puyable in rt:spcet of that prefbrence .~hare 011 each subsequent dividend pay1nent date (or where applicable 'the date of actual pay1nent} shall be increa.11;ed accordingly; and

b) a ret11r11 of capital and any arrears of dividend \vhen the (;01npany is wound up.

All preference shares issued by the (:oinpany confer on the holders of those preference shares: a) the sa1nc rights as holders of ordinary shares to receive notices, lt."flOJis and accounts and to attend

general meetings of the c:o1npany; h) the right to vole in C'J.ch of the follo\ving oircurnstances

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i) during the period when a dividt~nd (or parl of a dividend) for that share is in arrears; ii) on a proposal to reduce the Co1npany·~ :;hare capital; iii) on a resolution to approve the terrns of a buy¥back agrec1nent; iv) on u proposal that afiC\...iS tights attached to the share: v) on a proposal to dispose of the \Vhote of the Cornpany's propctiy, business and undertaking~ vi) during the winding U}J of tl Con1pany; and

c) such other right-;, and subjec:l lo sui.::h otht;>;r tenns- and <.:onditions as are provided for in their tenn.s of isSllt'.

9. lf at auy time the shnrc capita.I is divided into different classes of share::, the righls attached to any clns!i _(unless other1,11isc provided by the tenns of issue of tbe shares of that class) n1ay, \'i-'hethcr or n-0t the Cornpuny is being wound up, be varied with the consent of the holders of at k~5t 75o/o- of lhe issued shares of-that cla.c;s, or with the sauctio11 of a Special Resolution passed al a separate general meeting of the holders of the shnrcs of the class. To eve1y such separate general tnceting the provisions of these Articles relating to general rneetings shall \Vitb the necessary rnodifications apply~ but so that the necessary quonun shall be (i) in the ca:;e of one person holdi11g an tho L5sucd share.f; of the clas~. that person or his representative pr~sent in person or by proxy or by attorney (ii) in any other case, 2 persons nt least holding or representing by proxy one-third of the issued shares of the class, and that any holder of shares of the class present in person or by proxy or by attorney 1nay dcn1and a poll. 1·0 every such Special Resolution section 184 of the Act shall \Vith such adaptations as are necessary apply.

I 0. The right& conferred upon the hold1:.·rs of lhc shares of any class issued \Vi th preferred or other l'ights shall, unless olher,vise expressly provided by the terin:-; uf issue of the shares of that clast, be deerned to be v;uied by the creation or issue of further shares ranking equally there~vith.

1 ·1. Su~ject to tht~ Act and the Listing Rull".s .. the C.0111pa11y n1ay pay broke~·age or conunission to any person in consideration of that person subscribing or agreeing to subscribe (\~'h0ther nbsolutely or conditionally) for any shares in the Co1npm1y or for procuring or agreeing to procure subscriptions (whether absolutely or conditionatly) for any shares in the Con1pany. Any brokerage and com1nission 1nay he paid or satisfied in cash, shares io the Con1pany, debentures or other securities of the C:on1pany as othenvisc as the directors deterrnine.

12. Except as rt.-'quired by Jaw. no person shall be recognised by the Co1npany as holding any share upon any tt·ust, and the Cumpany shall llOt be bound by or be compelled in any way to recognise (even wben having notice thereof) any equitable, contingent, fhturc or partial interest in any share or unit of a share or (except only as by these ;\rticlc.$ or by hl\'t' otl1envise provided) any other rights in re,,<;.pect of an.v shnrc except au absolute right to the entirety thereof in the registered holder.

1 J. Every person ~vhose nat11e is entered as a Menlber in the Register of Me.n1bers $hall !Je. entitled without paymeut l'o receive a certificate under the Seal of the Company in accordance with the Act but in 1·espoct of a share or shares held jointly by several persons the Conlpany shall not be bound to issue 1nore than one certificate, and delivery of a certificate for n share to one of several joi11t holdel"S shall be sufficient delivery to au such holders.

14.

15.

lli.

17.

CllESS

\Vhik the Compat1y is admitted to the Official List. it 1nust participate in CI.JESS to the extent required by the Listing Rules.

'fhe Con1pany rnust co1nply '"''1th the Settlernent ·Rules if any oflts securities a!'c CllESS approved securities. lo particular~ the Cornpany n1ust conlply with the requlren1ents of the Settleinent Huie$ and Lifiting Rules regarding rnaintcnancc of Register;:,, issuing holding statements end troosfers in relation to its Ct-JESS approved securities,

If the C-<HnpanYs securities are CHESS approved securities., in addition to the CHESS (;~1bNregister~ the Con1pany rnust rnaintniu (in accordance \Vith the Li.sting Rules and the Scttletncnt Rules) an issuer sponsored subNrcgister, or a certificated Slth-registc.:r, or both (at least if the Cornp:uzy has Restricted Securitie!l on issue).

The Co1npany must not prevent, delay or intcrfcrc with the registration of .u tra11sfer of quoted securitie.s or the 1cg1s.trat1on of a paperHbased transfer in registrable foi n-1 (which satisfie.s the r<-x1uir~mcnts of ArtJdes 11 to 37, except as penn1tted by Article 34, tho Li$ting Rules ojS(nt Rules.

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LIEN

J 8. The Co1npany shall haven first and para1not1tit Hen on:

a) every shilre (not being a fully paid share) tOr nil 111oncy (\Vhcihe1· presently payable or 1101) called or payable at a fixed ti111e in rcspet..'i of that share;

b) all shares (other than fully paid shnres) regi~tercd in the nrunc ofa single person for all 1noney presently payable by him or his estate to the Cornpany: and

c) any mnount the Con1p'1ny is required by law to pay (rulcl has paid) in respect of ihe share of a Me.n1!x':.l' or dece.tscd W1embcr.

hut the directors 1nay at any thne declare any share to be wholly or in part ex:empl from the provisions of this regu!ution. The Co1npany1s lien~ if any. on a share shall t\x:tend to ail dividends. payablcthere-0n.

19. Subject to Articles 41 lo 48, the Con1pnny tnay sell) in such manner as the directors think fit, any shares on \Vhich the Co1npany has a lien~ hut no sale shall be~ 1nade unless a stun in respect. of;.vhich the lien cxinls is presently payable, nor until the exph<tttion of 14 days after a notice in \vriting, stating and denuu1ding pn.yn1eni of such patt of the atnount in res peel of which the 1 ien exists as is presently payable, has been given to the !'egistered holder for the tin1e being, of the share, or the person entitled thereto by ren.son of his death or bankruptc,Y.

20. l'o give effect to any such snl~ the dirc<..'tors n1ay authorise son1e person to transfer the share..s sold to the purchaser there.of. The purchaser shall be registeted as the holder of the shares comprised in any such transtCr~ <\nd he shall not be bound to sec to the- appli<;alion of the pun.:Jwse 1noney, ll()r shalt his title to the shan .. '5 be affCctcd by any iffegularity or invalidity in the proceedings in 1'eftrc11cc to the sale.

21. ·rhc net pr{)ceeds of the sale shaU be received by the C:c}1npany and applied in payrncnt of such part of the an1ount in respect of \~hich the lien exists as is prese1uly pityable. and the residue, if any, sJu1!1 (subject to a like lien for sun1s not presently payable as existed upon the share:; before the sale) be paid to the person entitled to the shares at the date of the sale.

RESTRICfED SECURITIES

22. The Compan~' nntst coniply with all requirernents of the Listing Rules relating to Restricted Securities. llespitc any other provisions of the Aitictes:

u) Restricted Secul'ities c-annot be disposed of (as the ternl 11disposed" is defined in the Listing Rule:')) during the escrow period for those Restricted Securities, excepl as pennitted by 1he Listing Rules or the ASX;

b) the Co1npany 01ust rcfu~e to acknowledge a disposal (inc.tnding registering a transfer) of Rcstricl!!d Securities during the cscrov,, period for any Restricted Securities ~>:xcept as pcnnittcd by the. Listing Rules or the ASX.: .and

c) during a brench of the Li!>ting Rules relating to Jteshictcd Securities, or a brench of a restriction agreement, the holder of the Restricted Securities is not entitled to any dividend or distribution or voting rights in r~pect of lhat Restricted Securltie..'i.

llNMARKF:TAllLF: PARC~LS

23. ln this A.rticle 23:

"Effective Date" 1ncans the date irnn1ediately follo\\·ing the expiry of the period referred to in the notice given by the Con1pany to Un!nark<~tnble Parcel flolders in accordance with I.his Article 23;

"Marketable Parcel" means 11 nun)ber of shares equal to a rnarketablc parcel as defined in the Listing Rules1

calculated 01) the day before the Con1pany gives notice under Article 23(n);

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Notice to lJnruarkotablc Parcel Holder.

a) The (' .. on1pany may give \Vritten notice to an lJn1na!'k.etable Parcel .Holder advising of the (.~ompany':­intention to sell its Un1narketahle Parcel under this Arlicle 23, unless the Unn1arkctable Parcel Holder, within 6 \vccks from the date the notice is sent by the c:ompany, gives \Vritten notice to the Cornpaoy lhat it wilihes to retain its shares iu 1'vhich case the provisions of this Article 23 will not apply to the shares held by that Unrnarketablt~ Parcel l1older.

b) If an Uninarketable Paree!. Holder has given \Vritten notice to the Co1npany that it wishes its shares to be exen1pted frorn this A1ticlc 2.1, 1t n1ay at any 1in1e before tbc Efft~ctive Date revoke or \.Vithdt·aw that notice and the provisions of this Article 23 \viJI then apply to the shares held by that 1Jn1narketable Pared Holder.

c_) Sul~ject to r\rticlc 23(a), on and fro1n the Etfcctive Datc1 the Coinpany n1ay sell or otherv;ise dispose of the shares held by each Unrunrketable Parcel Holder on any tern1s and in that manner and at thofie lirnes \Vhich the directors determine. For the purpose of selling or di1>posing of those sl1ares, each tJnn1arkctablc Parcel l-lolder irn~vocab!y: i) appoints the Conlpany as its ngcnt to ::;ell nil the shares it holds; ii) appoints the Co1npany and each director and Secretary fron1 titne to ti1ne joiutly and scv~rally as

its attorney in its nan1e and on its behalf to effect a tran:ifer d(lcutnent for its shares and to othen11,.·ise act to effect ft trat1s·IC.r of ils shares; and

iii) appoints the Co1npany as its ugent to deal with the proceed::; of sate of ihosc s-han';-S in accordance witb this Article 23.

d) The (~on1pany will pay all C0!-.1S and expenses or the sale and disposal of Unn1ark.ctahle Parcels under thi..s A.1ticl0 23.

e) ()nee the name of the purchaser of the shares sold or disposed of in accordance with this Article 23 i::;. entered in the Register for those shares, the title of the purclu~scr to those :;hares is not o:ffccted by any irregulat'ity or ii\ validity in connection with the sale or disposal of those shares, the title of the purchaser to tho:;e ~hnn.:s is not affected by any irregularity or invalidity in connection \vith the sale or disposal of those shru·es and the validity of the sale 1nay not be irnpeacllcd by any person.

t) ·rne retncdy of any Unmarkclable Parcel llol<lcr \-\rho i." aggrieved by the sale or disposal of its shores under this A.rticlo 23 is limited lo a right of n<.~tion in dmnages against the Con1puny to the exclusion of any right, rc1nedy or relief against any other person.

g) 1\ ·written statement declaring that the person n1aking the state1nent is a director 01· Secrt.1.ary of the Cotnpany and that the shares of an l.Tnntarketnble Parcel Holder have been dealt \vith in accordance \Vith this Article 23, is conctu::1ive evidence of the facts stated in the slate{nent as against all persons clai1ning to be entitled to those shares.

h) l11e Co1npany's receipt of the sale proceeds of the shares of an Unrnarkctablc Paree! l·Jolder is a good discharge to the purchaser of i.tll liability in respect of the: purchase of those shares and the purchaser \•:ill not be bound to see to the application of the n1o:ney paid as consideration.

i) The Company will re.ceive 1he proceeds of sale of the shares of each Unmarketable Parcel Molder rind \Viii deni \Vith those proceeds as follov,.is. It mus1: i) pay the proceeds intn ;\separate hank 11.ccount \Vhich it opens and nwintuins for that purpose; ii} hold the proceeds in trust f-or the lJtunarketahle Pni·ccl lfoldcr; iii} as soon as, reasonRbly prat-1.icahle after it 1·eceives the proceeds, notify the Unn1arketahle Par<:.el

l'.l:older in writing of rhe receipt and that the proceeds are being hc[d hy the c:on1pany pending receipt of the share certificate (if any) for thoi;c shares s.o!d or disposed of <lr, if those certificates have heen loJ>t or de..'itroyed, a s.taten\cnt and undertaking in accordance with the Act, and seeking in~truclions from the Untmirb.~table Parcel l"10ldcr as to how the proceeds are to be dealt \'•it11;

iv) deal with the sale proceeds as instructed by the lJnn1arketabJe Parcel .Holder 011 whose h0half they are held if the M.e1nber pr0vidcs the Company with the certificate (if any) for those shares or, if that certificate has been lost or destroyed, a state-rnent and t.indcrlnkiug in accordt1nce with the A.ct; and

v) if the whereabQut:;: of the Un1narketable Parcel I-lolder are unkno\vn or no instn1ctions are received ffon1 the lJnroarkctuble P~rccl Holder within 2 years of the ptoeeeds being received by the Co1npany, deal with \.hose proceeds according to the appjJcrr5le lav1s dealing with unclaimed 1uonies. ~ ,/

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j) Subjec.t to Articles 4 and 23(k), the provisions in Article 23 have effect despilc any other provision of these Articles.

k) Thi~ i\rticle 2~ 1.:ea'>i;:s to have etTect fhllowing the announccn1enl of a l.nkcovi:.:r bid, hut despite Article 23(j), the procedures set out in Article 2.3 rnny be startc.d ngnin aft~r the close. of !he offers rnade undet' the takeover hid.

!) lbe provisions of this Article 23 ntay be. invoked only once in any 12 1nonlh period.

CAU.S ON SHARES

7..4. The directors 1nay fr(lll\ thne lo tilne make calls upon the Me1nbers ·in respect of any money unpaid on their shares and not hy the conditi.on:> of alloHnent thereof rnade payable :it fixed times, provided that no call shall he payable at less than one inonth fro1n the date fixed for the payment of the last preceding call. nnd each 1'\1cn1ber shall (subject to receiving al lenst 14 days' nolic:e specifying the lime or tin1e...:; and place of 1>a.yn1ent .and any other infonnalion rcquiro.."d by the Lisl'ing Rules) pay to the c:ompm1y at the tirne or times and place so specified the aiuotmt called on hi~ shares. The non~!'eceipt of any notice by1 or the accidental ornission to give notice of aoy call 101 any f\.1en1ber \~·HJ not invalidate the cafl. A calf 1nay bo revoked or postponed as the directors rnay dctcnnine.

25. A call shall be deetned to have bet~n tnade at tho time when the resolution of the directors authorising the call \w<J.s pas..'led and niay be required to be paid hy instahneotl\.

26. The joint holders ofa share shall be jointly and severally liable lo pay aH calls in respect thereof

27. ffa sutn called in respect of a share is. not paid before or on the day appointed for payn1ent thereof, the person fro1n whoo1 the su111 is due shall pay inlerest on the 5lUH froin the day appointed for payn1enl thereof to the li1ne nf actual payrnent at i;1~ch rate not exceeding So/., per annum as the di1.;:c.tors 1nay dctennine1 but the directors shall be at liberty lo waive payrncnt of that interest wholiy or in part.

28. Any su1n v1hich by the tenns of issue of a share bcconies payabte on .allotinent or at any fixed date shalt for the purposes of lhese Article.<;. be deetned 10 he a call duly niade and payable on the dale on \Vhich by the lertns of issue the san1e bccoines payable. and ln case of non-payrnent ul! the relevant provisions of these t\rticies us to payn1ent of interest and expenses, fortCHure, or otherv1ise shall apply as if the surn had hecorne payable by virtue of a call duly 111ade and notified.

29. The directors 11lay, on the issue of sha!'es. differentiate between the holders us to the amount of calls to be paid and the times of payn1en1.

30. The director::; 1nay, if·they think fit1 receive t1'01n nny !Vlc1nber \villing to advance the same all or any part of the money uncalled and unpaid upon any sJ1ares held by hhn~ and upon an or any part of the money so advanced tnay (until the san1e would, bul for the advance) beco1ne payable) pay inlcrest at such rate nol exceeding (unless the Con1pany in general rneeting shall othenvise direct) 8% per annnn) as 1nuy be agreed upon between the dircctorn and the fvfenlbcr paying the sum in advance.

31.

32.

TRANSFER 01' SHARES

Subject to these Articles, lhe Act, the Listing Rule;. aud the Settlen1ent Rulcs1 a Mc1nbct' rnay lrnnsfer all or any of his share.'\ by instrumcnl In \Vriting iu any usual or conunon fom1 or in nny other tOnn which the dir\!.Ctors 1nuy approve, T11c instnnnent shall be executed by or on behalf of the transferor and the transferor shall re1nain tlle holder c>f ~he shares transferred until the trausfcr is registered and the narne of tho transfcrt:e is cnlered i1) the Ri.~gister of M.c1ubers in respect iheroof.

Subject to these Articles, !he Acti the Lisling Rules and Settk . ...-i1(..'Jlt H.ulcs, every instrmnent of transiCr 1nu.st be left for registration nl the regislc.red office of the (~01npany, accon1panied by the cetiificate of the shares to ivhich it rcintes (for ce11ificated shares) and such other evidence as the directors n1ay reasonably rcquin~ to shov.• the right of the lransfcror to in:::ike the 1ran!)fer, arid thereupon the <;QnlJffihy shall sul~ject to lhe powers vested in lhc directors by these Articics register the transferee Rs a shafeholder and retain the instnnnenl' of

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3.l Subject to Article 34) the Con1pany rnust register each registrable paper~based transfer of shares \'<'hich coinplies vrlth 1\rtlcles 31 and .12, the Act and the Listing Rule." and 1nust do so without charge,

34, Ex.cert as otherwise provided for In the Listing Rules ar1d Scttleo1ent Rules, the directors 1nay in their absolute discretion ask 1\SX Settle1ncnt ·to apply a holding lock to prevent a transtCr, or refuse to register a paper~based franster of a shnro or CDJ >vhere:

a) the Company has a Hen 011 the shares or C'Dls the subject of the tr.instCr;

b) the C'ompany is serve<l \vith a court order that restrict1; a \.-1.ernber':-; capacity t.o transfer the shares or (:Dis;

c) registration of the transtCr 1nay break any !av.; and the ASX' has agreed in writing to the application of a holding lock (which 111ust not breach the Settle1nent Rules) or that the (~ornpnny n1ay refuse to regi!oier a tra11slCr;

d) if the transfer is paper-based, eitber a law related to sta1np duty prohibits the Conlpany fi·()Jll registering l.t, or the c:o111pany is othcnvisc allowed to refuse to register under the Li.sting Rules;

c) the transfer does not co1nply with the tenns of any ernployee h1centivc sche1ne of the Cn1nplll)y;

t) if the trru1ster is papcr~bascd, registration of the transfer will creale a new holding which at the: tirnt1 ofth0 tra.nsfe.r is lodged is less than <i 1narketable parcel a."> defined in the Listing Rules;

g) the relevant Men1ber has agreed in v.Titing to the application ofa holding lock (which lnust not htt~.ach the Settlement Rules) or that the (~ornpany 1nay refuse to register a ·transfer; or

h) if otherwise pennitte<l ur required undc.r the l .. isting Rules or the Settlc1nent Rules.

35. If the Cofnpany refi1ses to register a papct··based transfer under Article 14, it n1ust tell the hnlder of the shares in \Vriting of the holding lock fUld reason f(!r it, wilhin five Business [)ays afler the date on which the tt·ansfer wus lodged,

36. If the Company asks ASX Sctllemcnt to apply a holding lock under Article 34,. it n1ust tell the holder of the shares in writing of the holding lock and reason for it, vt'ithin 5 Busine;:s Days after the date in which it asked for the holding lock

37. Subject' to the Settlenient .Rules, the transferor of a share rc111ains the holder of the share until the name of the transferee is entered in the Register in respect of that share.

TRANSMISSION OF SHARES

38. lu case of the death of a tvfc1nber the survjvor or survivors where the deceased was a join~ holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Con1pany (IS having any title to bis interest in the shares; but nothing herein conlafned shall ref ease t11e e..<;tau~· of a deceased joint holder fron\ any lir1bil ity in respecf of any share \.Vhich had been jointly held by hin1 with other persons.

39. \\/here the registered holder of any share dies or hecon1es bankrupt his personal reprt.-sentutive or the assignee of his estate, ns the case 1nay be! shall, upon the production of such evidence as tnay fron1 ti1ne to tin1e ~) properly required by the directors in that behalf1 be entitled to the s.1me dlviden<ls and other advant1.1gcs, and tc1 the ~ame rights (wilethcr in relation tn meetings of the f;ompany, or to voting, or otherwise), as the registered holder \Voutd have been entitled to if he had not died or becon1c bankrupt; and where 2 or nnn-e persons arc jointly entitled to any share in consequence of1he death of the regi::itercd bolder they shall, fur the p11rposes of these Articles~ be deen1ed to be joint holder.". of1he share,

40. Any person to \Vhon1 the right to any share has been Lranstnitled by operation of lnw upon producing such evidence qf such traus1nission as the directors think sufficient n1n.y \Vith the consent of the directors be regi~ierod as a Member in respect of such shares or may subject to the provisions of these Articles transfer such shares.. 111e n1erger of any two or rnurt~ corporations llndcr the laws of one or 1nore foreign countries or states shall constitute a tran~n1ission by operation of law for the purposes pf1fiis Article.

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l'ORF~:rrrnrn OF SHARES

41. Jr a Nlen-1ber fuils to pay any call or instaln1cnt of a caH on tltl~ day appointed for pay1ncnt thi.:'!reof, the directors 1nay, at any tilnc thereafter during such tiinc as any part of tht~ call or ins.tahnent rt:~nutlns unpaid st::rve a notice on hi1n requiring payment of so n1uch of 1hc call or iosta1n1ent as is onpakl, tog~~!her \\'!th any i11tc~~st which 1nay have accrued.

42. 'Ille notice shnll name a further day (not earlier than the expiration of 14 days from the date of service nfthe notice) on or before \vhich the poy1ncnt required by the notice is to be made, and shall state that in the event ofnon-paynH'!nt l~t or before the ti1ne !!ppointed the shur~:-; in respect of which the call \Vas nHtde \viii be liable to be forfeited.

43. Jf the requir~~ments of uny such notice as aforesaid are not conlplicd with, any share in respect of \vJ1ich the notice has been given n1ay at any ti111e 1hereafter~ before 1he payn1en.t required by the notice has been 1nade, b~~ forfeited by a resolutio11 of the difecto1s to that effecL Such forfeiture shall include all dividends declared in n~spect of the forfeited sharcfi and nnt actually paid before the forfeiture.

44. A fbrfeii;OO share 1nay be sold or other\vise disposed of on such tcrrns and in such n1anncr as lhe directors think fit, and at any thne before a sale or disposition the forfeiture niay be cancdled on such tenns us the directo1·s think fit

45. A person whoRe shures have been forfeited shull ccu..<>e to be n Mc.1riber in respect of the forfi.'>itcd share&, but shall, notv,iithslauding: re1nuin liable to pay to the (~on1pany all 1noncy '"vhich. at the dote of forfeiture, was payable by him to the Cornpany in respect of the shares (together with interest at the rate of 8'70 per annu1n fro1n the date of forfeiture 011 tllC 1no1H.:y for the thne being unpaid if the director$ think fit to enforce pay1nent of such inti.:::reRt). but his iiabilily shall cct11'e if tind when tht~ Coinpany rt~celves payment in full of all such 1noncy in rc~pect of the shares.

46. A statutot'y declaration in writing that the dcclarant is a director or the Secretary of the Cn1npany, ai1d that a shi\l'e in the c:ornpatly has been duly forfeited on a date stated in the declaration, shalJ be conclusive evidence Qf !he f~cl~ th~rein ~tated as against all persons clai1ning to be entitk~d to the share.

47. The Co1npany 1nay receive the consideration, if any, given for a forfeited share on any sale or disposition thereof and 1nay eX(."CUte a transfer of 1lu~ shure in fhvour of the 1>erson to whom the share is sold or disposed of and he shall thereupon b~ registered as the holder of the share, aJHi shall not be bound to see to the application of the purcha'le money, if any, nor shall his title to the share be affected by any irregularity or invalidity in tht.>. proceedings in reference to the forfeiture, sale~ or disposal of the share.

48. ·r1le provisions of these 1\rticlcs as to fortbiture shall apply in the case of 11on~payn1enl of any sum \Vhich, by the tern1s of issue of a share, heco1nes payable at a fixed tin1e as if the sa111e had lx::eo payable by virtue of a call duly 1nade and notified,

A!.:mnATION OF CAPITAL

49. The Ct)mpany 1nay1 subject to the Act and the Listing Rules., frtll11 titne to titne by ()rdinary Resolution do one or n1ore of the f()Uowing:

so.

a) increase it'i share capital by th~ a.Holineiil nnd issue ofncv.· ;<;bares: 0) consolidate nn<l divide all or any of it\i share capital; c) subdivide its shares or any of thenl, so ho\vever that in the subdivision the proportion belwccn tbc

<u11ount paid and the nniount, if any. unpaid on each re.<luced share shnJI be the same as it \Vas in the case oft.he share from \Vhich the reduced ::;hare is derived; and

d) cancel the 11uo1bcr of shares i.vhich at the date of the passing of the resolution in that behalf htlve not been taken or ag:feed to be taken by any person or \vhich have hccn forfeited nnd din1inish the mnount of its share capital by the. nu1nbi;zr of the shares so can1:elled.

Any ne-\.V shart..-s shalt be su~ject to the saine provisions with reference gythe pay1ncnt of call, liens, transfer~ lransrnission, fo1t'eiturc, and other,vise as the share:.: in the origitf~~n~fe capital.

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51. ·rhe Co1npany 1nay subject to the 1\ct aurl the Listing Ruic;;, reduce iL-o; share capital in any 1nanner, including by v.1ay of distributing specific assets 1 or as required by la\V.

PURCHASE OF OWN SHARES

52, Subject to the provisions of the Act, the (.'.(u11pany rnay purchase or otherwise acquire its O\~n shares up()n such terms and sul~j(...'Ct to such condition::. as the Co1npany 1nay dcetn fit.

S3. An annual genera! ntet'ting ol' the Con1pany shall be held in accordance v1ith the provisions of the Act. Alt general rneetings other than the annual general n1ectings shall be called extraordin:uy general n1eetings.

54. Any director rnay) whenever he thinks fit~ convene an cxlraordinary general meeting_. and extraordinary g,cnerdl n1ectings shall he convened on such requisition or in dcfr1ult tn~y be convened by such rcquisitionists as provided by the Act.

55. Subject lo the provisions of lhe Act relating to Special Resolutions and agree1nents for shorter notice, 14 days' notice at lhe least (exclu;;;ive of die day on which the notice is served or clce1ued to be 8crvcd1 but inclusive of the day fol' which notice is given) specifying the place, the day anll the hour of 1neeting and in case of special business the general nature of that bush1css shall he given to such persons as ·inc entitled to receive such notices frotu the C:ompany. ·rhc accidental {)misf.ion to give notice of a n1c(ilting to, or the 11on­r{':ccipt ofno!icc ofa tucc1ing by, any Men1bcr shall not invalidate the proceedings at any tnecting.

56, All business. shall be special that is lransucted al an extraordinary general mc.eting, and also ul! that is transacted at an annual general n1eeting, with the exception of declaring a dividend, the consideration oft he accounts, balaoce·Sheets, and the report of the directors and auditors, the election of directors in the place of those retiring, and the appointi11ent and fixing of the rc1nuncratlon of the auditor~.

57.

58.

59.

60.

61.

i'ROCEEOINGS AT GENERAL MEETINGS

No businC.<:;5 shall be transacted at any general ineeting unless n quorun1 of Members is present at the ti1ne \Vhcn tbe n1eeting proceeds to business. Except as herein otherv1ise provided, 2 Mernbers present in pe-t'SOll shall fonn a quonun. However, in du~ event the Company has only one McJnbct' the quorun1 shall be one and in such case the- <.;01npany nlay also pass !l re-.soh1tion by that Member reco1·ding the resolution and signing the record in acco1·dancc \Vilh the provisions; of section 1840 of the ALi:. For the purposes oft-his Article~ "Nien1her'' includes a person attending as a proxy or as representing a corporation or a li1nited liubility partnership which is a Me1nher.

Any c.orporation which is a Nlcmbcr of the Conlpaay 111ay, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as ils representative at any rneeting of the Co1npany or of any cla:;;s of Members of d1c (~on1pany, and the person so nuthot'iscd shall be entitled to exercise the sa1ne powers on behulf of the corporution tvhich he represents <"IS that corporation could exercise if it \-Vere an individual tv1e1nber of the C:o1npany.

Subject to the provisions of the 1\ct and ifpc11nilted by·thc Board, f\.1emhcrs niay participate in a 1nceting by !llCnns of conference telephone or similar co1nmunications cquip1nent t-Vhcreby all persons participating in the 1nccting can hear each other and such participation shnll co1t<rtitutc presence in person. All the provisions of these Arliclcs as to general 1neetlngs shall apply in such circumstances.

If \vithin hatf an hour fron1 the tin1e appointed tor the n1eeting a quorum is not present, the n1ecting., if convened upon the requisition of Mernbers, shall be dissolved; in any other (;a5e it shall stand aclfourned to the san1e day in the next week at the same tinH.': and place, or to such other day and at such other titne and place as the directors n1ay dcten11ine.

The chnirtnan, if any, ol' the board of directors shall presf(;ie as ~man at every general n1ee~ing of the Coinpany~ or if there i~ no such chairn1an, or if he is not rlfr' v..·iU\iil 15 111inutcs aftt~r the tilnc appointed

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for the holding of the n1ecting or is unwilling to act, the Metnbers present shall elect one of their nun1h<~r to be chainnan oft110 1net.1.ing.

62. ··111c chairman 1nay, \Vi th the consent of any 111ccting at \Vhich u quorum is present, and shall if so directed by the 1necti11g, adjourn the 1nceti11g fro1n ti1ne to tilne and fron1 place to place, bot no business shall he, transacted at any m.ijoun1t~d 1neeting other than lhe business left unfinished at the tneeting fro1n \vhich the adjournrncnt took place. When a n1celi11g is adjourned for 30 days or more, notice of the adjourned 111ce1ing shall be given as in the case of an original n1ccting. Except us aforesaid it 5holl nQt be nece$sary to give <lny notice of an adjournment <1r of the business to be tran&'lcted at an adjourned n1ecting.

63. At any general n1t.:eting a resolution put lo the vote of the n1ecting shall be decided on a $h(n.v of hands unless a poll is (befure or on lhe declaration of the result of the sho\V of hands) dernanded -

64.

65.

66.

67.

68.

69.

70.

71.

a) by the chah'n1an; b) by at least 3 Mernhen: present iu person or by proxy; c) by any Mc1nbe1· or Members present in pcrsou or by proxy and representing not iess than 10% of the

total voting rights of all the Men1bers having the l'ight to vote at the 1neciing; or d) by a Mcn1ber or Men1bers holding shares in the Company conferring a right to vo1e at the rneeting being

shares on \Vhich an aggregate sun1 hns been puid up equal to !1()1 h?S!t than l Oo/o of the total sun1 paid up on all the shares conferring ihat right.

Unless a poll i:; so dernanded a deci<tration by the chai1·n1an that a resolution has on a shov..' of hunds been carried or carried unani1nously, or by n particulaf majority, or lost, and an entry to that etTect in the book containing the tninntcs of the proceeding.~ of the Con1pany shall be conclusive evidence of die tact without proof of the 1u101ber or proportion of the \"Otes recorded in favour of or against the resolulion. 'rhe dc1nand for a pt,)I! 1nay be \Vithdrawn.

If a poll is duly deinanded it slml! be taken in such nHUi.ner and either at once or after an interval or adjournment or otJH!-rwisc as the chainnan directs, and the result of the poll shall be the resolution -t.)f the meeting_ ut which the poll was deou1nde-d, hut a poll dcn1andcd on the election of a chairrnan or on n quc::.tion ofadjournnlent shalt be taken imrnediatcly.

In the case of an equality of votes, v.-i1elher on a shov>' of htuids or on a poll, 1he chairnuu1 of the 1nce.ting at ·which the show of hands takes place or at which the poll is demanded shall be entitled to a ,!\-Ccon<l or casting vote.

Subject to any rights or restrictions fOr the tin1e being attached to any class or classes of shares, at 1ncctings of Me1nbers or classes of Mernbcrs, each Member entitled to vote 1nay vote in person or by proxy or 'by atlorncy and on a .show of hands every person present who is a Me1nber or a representative of a Menlber shall have one vote, and on a poll every 'Member present in person or by proxy or by attClroey or other duty authorised representative shall have one vote tOr ct1ch share he holds.

In the cnse of joint holders t.he vote of the senior who tenders a vote~ vrhether in person or by proxy, shall he accepted to the exclusion of the vote.':: of the other joint holders; and for this purpose seniority shall be detennined by the order in \Vhich the na1ncs stand in the Reg1s1ei· ofMen1bcrs .

./\. Mc1nher who is of unsound 1nind or who~ person or es.tat~ Is liahJc to be deah· with tn any way under the law relating to n1ental disorder tnay voti:, whether on a show of hunds or on a poll, by his con111111tee or hy such other person as properly has the managetnent of his estate, and tuly such con1mittee or 01he!' person n1ay vote by proxy or attorney.

No tvfe1nbcr shnl1 be t-'11titled to vote at any general meeting unless all calls or other su1ns: µrc..i;cntly puyable by hiln in respect of shares in the (:oinpany have been paid.

1·he Cvtnpany shall be treated as having no right to vote in respect of any treasury shares it rnay hold and the ireasury shares shall be treated ns having no voting rights.

No o~jcction shall be raised to the qualification of any voter except at lhe tneetiog or adjourned rneet.ing at which the vote objected to is given or tenderc..-d, and every vott not disallo\ved at such tneeting shall b<~ valid tbr all purposes. Any such objection 1nade in du~ thnc: shall be refen·ed to the chairnum-o'fthc n1eeting1 whose decision shall be finul and conclusive. f\ /_,,,,,.

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PROXIES

72. \Vhile the Con1pany is adrnitted to the Official List every fnstruinent of proxy 111u;;t specif)' the N1cinbi::.r's name, and address, the Cornpany's na1ne, the proxy's. name or the na1ne of the office held by the proxy and the rncctings at lVhich the proxy rnay b-c used, and rnusi othcrvdse co1nply with the requireinents of the Listing Rules. ;\n ~tppointinent of proxy 1nay be a standing one.

73. \Vhile the Co1npany is ad1nitted to the ()fficial List, tho C:on1pnny :-.hall co1:oply with rcqufre1ncnts of Listing Rule l 4.2 in relation to th(~ u;;e of pl'oxy fotm::;.

74. Suhject to Articles 72 and 73, the instn1nu!nt appointing a proxy shall be in \Vriting, in lhe co1nfnon or usual fOrm, under the hand of the appoint1.1r 1Jr of his 11tiorney duly authorised in \Vriting or, if the appointer is a corpon1tion or a lirnited liability partnership, either under seal or under the hand of nn officer or attorney duly authol'ised. A proxy 11u1y but need not be a Member of the Co1npany. The ln::tn1111cnt appointing a proxy sh~1U b~~ dcenled tn confer authority io demand or join in dcrrianding a poll.

75. Su~jc(..i. to Articles 72 and 73, v~herc it is desired to afford Mc1nhers an opportunity of voting for or against a resolution the instnnnettt appointing a proxy shot! be in the follo\ving fonn or a forn) as near thereto as ctrcun1st.ances adn1it:

76.

78.

79.

KINGSLAND GLO!!AL LTD.

"'I/We, "of "a Metnher/Mcmbers of the above named Co1npm1y "hereby appoint "of "or \vhon1 failing "of ''to vote fur Jne/i1s and on 1ny/our behalf "at the (1\nnual, Extraordinary or AJjourni".d, "a .. " the case may be) General M1;~ctiog of Hlhe Cornpany to be held on the day "of and at every adjournincnt thereof. "As \Vitness my/our hand this day of

The insti11n1ent appoillting a proxy nod the povvc1' of attorney or other authority, if uny, under which it ls signed or a notarially certified copy of that pov1cr or authority shall be deposited at the registered office of the Co1npany. or at such other place in Singapore as is specified fOr that purpose in the notice convening the nlccting, not less than 48 hours before the ti111e fol' holding the tneeting or adjou11\ed n1eeting ;.it which the person na1ncd in the instruntent pH)poses to vote, or, in the case of a poll, not less tl1an 24 hours before the tfrne appointed for the laking of the poll, and in defu.ult the instiument of proxy shall not be treated as valid.

Subject tn lhe approval of the bourd of directors in t<..-"Spect of any Me1nber or cla.ss of f\•ternbers, a ?v1crnber 1nay appoint any nuTnber of proxies to attenrl and vote inste.a<l of the Member al a 1neeting_ and where a \\1e1nber appoints 2 (1t· nlorc proxies~ the fv1cnllH:r f>hail specify tho propo1iions of his shareholdfngs to be rcpref'ented hy each proxy. If lht~ Me1nber appoints two proxies and the appointn1cnt docs not specify the propo11ion or nutnher of the Me1nher's votes e,1ch proxy rnay exercise! each proxy nlay exercise half of the votes,

Any instnHllent of proxy deposited in accord.a.nc<.', \vith th(;.,>-se Articles \Vhich dot:$ not nan1e the appointee \Nill he dee1ned to he given in frlvnur of the chair of the 1ncci.lng to \Vhich it relates,

A vote given in ai;cordnnce \Vith lhe terrns of an instn1n1ent. of proxy or aitoruey shall be valid notwithstanding the previous death or unsoundne:;s of rni11d of the principal or revocation of the -instrument or of the authority under v1hich the instru1ncnt was executed~ or the tra~ibr of the share in respect oC \Yhich the instrun1ent is g-ivcn, if no intimation in writing. of such death, un9prfftdness of 1nind, revocath.)t\i or transfer as

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atOresaid has. been received by the Coinpany at the registered office hcthrc the l;01nmcnt::crnent. of the 1nceting or adjourned tneeting at \vhich the instnanent is used.

unmcrons: APPOINTMENT, lffC

80. The nu111ber of director;; shall not be less than the n--1lni1n\on required by the Act nor 111ori"! than eight {8}.

81. :\t the first annual general meeting of the Company all the directors shall retire froln of-Tic(;l, and at the annual general 1neeting in every suMequcnt year Dnc~third of the directors tbr the ti1nc being, or, if their nu1nbcr is not .1ora111ultiple of3. then the nurnbcr nellrest <1tle~third, shall retire fro111 office,

82. Excq)t where a director retires tl-on1 the Board under these t\.rticlcs or a person is rccorn(nended for uppoint1nent by the Bourd, o. person is only eligible for appointn1ent as a director by Ordinary Resolution, where the Cotnpany receives at its Office al: ieast 30 Business _Days b-cfote the relevant general rnceling both:

<\) '' nonlinatio11 of the person by a Men1ber; and

b} .a consent to thlll non1ina!ion signed by the person ncntinatt-d for election as a director,

83. Subject to Article 120, a director 1nust not hold oflice without rc~clection:

a) following the third annual general rneeting after that director's lat.i appointntcnt or re~c!ection; or

b) for tnore than 3 years,

whichever is longer.

84. \.Vhi!e the Company is ad1nitted to the ()fflcial List, at least one Director 1nust retire fronl oH'ice at each annual general rneeting unless there has been an election of directors earlier that year.

85. llie directors. to retire in every year shall be- those who have bt~en !onge.i;t in office :.;incc their ht.<.;l 0tectio11, but as betwt~cn persons -i,vho be.came director!i on the san1e day those to retire shall (unle!i;.; they othe1wise agree mnong lhc1nsclves) be detennined by lot.

86. A re.tiring director shaJI be eligible for re~election.

87. The c:onlpany at the n1eeti11g at which a dire-ch)!' so retires may fill the vacated office by electing a pen;on thereto, and in default the retiring directo1· ::.ha.II if offering hhn:;elf for re-election and not being disqualified under the Act fron:i hofdiog office as a director be dee1ned to have b(,'-CO n.>.:·electe<l, unless at that 1neeting it is expressly resolved not to fill the va.c-ate<l oilice or unless a resolutio11 t~?r the rc·<:.lcction of that directnr is put to the inccting and lost

88. The Cotnpany 1nay fro1n tiine to thne by Ordinary Reso!11tion pa:oiscd at a general nltcting inci'ease or reduce ihe nun1bcr of directors. and n1ay aha> dtitennine in what rotation !he increased or reduced nu1nbcr is to go out of office.

&9. 1'he directors shall ha.vc power at any ti1oc, and fro1n tiine to tirr1e-, to appoint any person to b0 a director, either to fill a casual vacancy or as an addition to the existing directors1 but so that the total 11uo1bcr of din..'Ctors ~haU uot at any tin\c exc('.cd the nrnnber fixed in accordance \.vith these _Articles. Any director so appointed shall hold office only until the next follolVing annual genera! 111ecting, and shall then be eligible for re--election but shall not be lakt~n into acco1u1t in detennining the directors \Vho ar~ to retire b-y fotation ;tt thar. rnceting.

90. The Con1pany 1nay by Ordinary Resolutinn 1<e1nove any di!'ector b(,~fore the expiration of his period of office, and may by an Ordinary Resolution appoint another pe-rSOrt in his stend; the person so appointed shal1 be subject to retire1nent a.t the snn1e ti1ne as if he had becon1c n director on the day on -i,vhich 1he director in vvhose place he is appointed \'V<l:'i last dccte<l a director.

91. It shall not be ne-eess&ry for a director to hold any share qualification in the Cornpany.

92. The office ofdil'ecto1· shall bccon1e vacant if the direct-or:

a.) b)

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c) bcco111cs prohibited fron1 being a director by reason of any order 1nade under the Act; d) becomes disqualified fro1n being n direclor by virtue of section~ J. 48, 149, 154 or 155 of Hie Act; c) bcco1nes ofun~ound n1ind or a p~rson \vhosc person or efitf1te is liable to be dealt with in any \Vay under

the law relating to 1ncntal disorder~ t) su~icct {(} se(..'th)fl 145 of the Act. resign& bis office by notice in writing to the Co1npm1y; g) for Jnore than 6 nionlhs is absent \Vithoul pcnnii>sion of the directors fro1n 11let.tings of !'f1e din;-ctors held

during that period; h) without the C'.(insent of the Con1puny in general meeting, holds nny other office of profit under the

Con1pany except that of rnanaging director or n1anager; or i} is directly or indirectly interested in any contract or proposed contract \¥ith the (~01npany and fails to

declare the nature of his interest in nianncr required by the Act.

REMUNERATION OF DllrnCTORS

~}3. Subject to Article 95 and the Listin.g Rules, the aggregate 1naxi1nurn ren1uneratio11 to be provided to or tbr the benefit of the non~cxccutivc din. .. "Ctors for service$ rendered as directors ('"f{e1nunera1ion'1) shn!l t1-on1 time to time be dctennined by the (~{mtpany in general n1ct."1ing. Until a different anHrunt is dett-'flnined, the an1ou111 of the Re1nu11erntion is. A$300,000 per unnunt.

94. Suf?iect to these Articles and Listing Rutesi any diree1or who holds any executive ollice or v.·ho serves on any cl"1111tnittce, or \Vho otherwise perfi)nns services \Vhich in the opinio11 of the directors are outside the scope of th!! ordinary duties of a dircclor, n1ay be paid lo such extra i:e1nuneration by way of salary, conunis1.d0Il or othcn\·ise flS the directors 111ay dctcrn1inc.

95. Rernuneration (o be provided to director...: n1ust corn.ply \Vith the Listing Rules and, in particular:

96.

97.

98.

99.

!OD.

IOI.

a) if r\ non-executive director is paid, that director must be paid a fixed sun1, and not by \Vay of a con11nissit1n on nr percentage of profits or operating revenue;

b) the ren1uneration pnyuhlc to executive directors 111us1 not include a co1111nission ()fi or percentage of operating revenue; and

c) the total directors' fees payable to directors 1nusl not be increased without Men1b~rs in general tneeting first giving their apprnval.

l'OW~;RS ANO (l(JTIES OF DIRECTORS

The busines.s of the C:o1npany shall be inanaged by or under the direction <Jf the directors.

The directors n1ay exercise all the powers of a cotnpany except any power that the Act or ·the rocnlorandum and articles of the: Company require the Cotnpany lo exercise in general n1eeting.

The directors rnay exercise ull the po\ver.s of the Co1npany to borro"v rnoney and to n101tgage or charge its ondtl'.taking, property, and uncalled c~1pital. or any pHrt thereot~ and to issue debentures and other securities \Yhether ontright or as security for any debt, liability, or obligation of the. C'orrtpnny or of tiny third party.

The directors may exercise all the powers of the {~oinpany contbrrcd by lhe Act in relation to any official Seal for use outside Singapore ::ind in relation to branch registers.

The directors: tuay fro1n tin1e to titne by power of i\ttorney appoint .any corporation, firnl, lhnited liability partnership or per.son or body of perso11::.:, whether non1ina1ed directly or indirectly by the director~. to be the attorney or attorneys of the Con1pany tOr .such purpose~ and \Vith such po~·ers, aulhoril-ic~, and discretionfI (not exceeding those ve..,.ted in or exercisable by the directors under tht..-sc Articles) and fbr such period and subject to such coihlitioos tt$ they n1ay thi11k fiti and any such powers of att()n1ey 1nny co11tai11 such provisions 1:or the protection nnd convenience of persons dealing \.-Vith any such attorney as the directors nH1)' think fit and rn11y also aulhorisc any such attorney to delegate all or any of the po\'tcrs. aulhoritics, and discretions vested in hin1. //

All cheques, pron1issory notes, drafts) bills of exchange, an4-6'l1er negotiable instruinenls, and all receipts fOr rnoney paid to the Co1npany, shall be signed, dra\¥~:nrted, endorsed, or otberwise execut1xl) as. the ca~e

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nuty be, in such 1nanne-r as the directors froin tilnc to time determine, or in the absence of such dctc1·1rdnation, {i) in the case ofa :;olc director, hy the sole director or (ii) in any other ca~c. by any 2 dintctors.

I 02. The directors shall cause n1inutcs to be n1adc ~--

a) of all appoinunents of officers to be engaged in the 1n<u1agemcni of the C'o1npany';:; aili,irs.: b) of nan1es of directors present at all n1cctings of the ('.ompany and of the directors; aod c} of all proceedings. at all rnectings of the Co1npany and of the directors.

Such n1inutes shall be signed by the c.hainnan of the 1necting at which the proceedings \Vere held or by the chainnan of the next succeeding meeting.

PROC!lEJ)JNGS OF IHRECl'OllS

103. The directors n1ay rncet 1ogcther for the despatch of business, a{{journ and ntlt~r\vise rt\gulate their n1ectings as they think fit. A director l"nay at any tio1c and the secretary shall on the requisition of a director sun11non a n1ecting of the directors.

104. Subject to these Articles, questions <trising at any meeting of directors shall be decided by a n1ajority of votes and a detennination by a n1ajority of directors shall f<.)r all purposes be decn1ed a detennination of the directors. In case of an equality of votes the chairn1an oft.he n\ecting shall have a second or casting vote.

105. Save as permitted by law, a director shall not vote in respect of any contra\...1: or proposed contract -..vith the Cu1npany in 1,.vhich he is interested, or any 1natter arising lhereout, aod if he doe~ so vote his V(>te shall nCJl bt.:! eounted.

l 06. Any dlrcc.tor vvith the approval of the directors 1nay appoint uny person, whether a rvfc1nber of the Co1npany or not, to be an alternate or substitute director in his place during such period as he thinks tit Any person '\vhi!e he so holds office as an altentnte or substitute dil."ector shall be entitlt">.d to t1otk.e of 1neetings of the directors and to attend and vote thereat accordingly, and to exercise all the po\vcrs of the nppointor in his place. An alternate or suhi>titutc director shall not require any share qualification, and shall ips.t) f3.cto vacate office if the appointer vacates office as a director or re1noves th~ appointee frorn offict'. Any appointnient or removal under this regulation !ihall be effected by notice in writing under the hand of 1hc director nlaking tht; s~une,

l07.

[()8,

109.

JI(),

I l 1.

112.

·rhe quorun1 necessary for the trmt:;;qclion of tJte. business of the directors 111ay be fixed by the directors. and unless so fixed, shall be (i) one, where the ('.01npany has only one director, er (ii) 2, in any other ca..<;c.

The continuing directors may act notwithstanding any vacancy in their body, but if and so long as their nu1nbcr is reduce-d beJow the number fixed by or pursuant to the regulations of the CoTnpany as the ne<.-essary quorun1 of directors, the continuing directors or director tnay act for the purpose of increasing the 1111mbcw of directors to that nu1nber or of su1n1noning a general meeting of the Co1npany, but for no other purpose.

Tl1e directors 1na:ii· elect a chai1man of their meeting...:.: and detenninc the period for which he j5 to hold office.; but if oo such chairn1an ilt elected, or if at any meeting the chainnun is not present \Vithin 10 1ni11utes aJler the lirne appointed for holding the rnecting, the directors present 1nay choose one of their nurnber to be chainnan of the 1neeting.

The directors rnay delegate any of their pov!"ers to conln1ittt~es Ct)nsisting of such l'v1e111ber or Mcntbers of their body as they think fit; any coinmittee JJ.O formed shall in the exercise of the pl)\Vcrs so delegated confOrn1 to any regulations that rnay be imposed 011 it hy the directors.

A commitlcc 11u1y elect a chain1uu1 of its 1nectings~ if no such cbainnan is elected, or i1· 3t any 1neeting 1hc chairrnan is not present within I 0 ininutcs after the tirne appointed for holding tht~ 1nccting .. the ~fc1nhers pre.sent mity chot~se one of their number to be chairn1an of the meeting.

/'\ con1n1itlec rnay rne.e~ and adjourn as it thinks proper, Questivns arising at any meeting shall be detennined by a 1najority of votes of the Men1hers present, and in the7ase f-an equality of votes the chainnan shall have a second or cnstl ng vote.

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113. All acts done by any 1neeting of the directors or of a comnlittee of directors or by any person acting as a director shall, notv;ithsbu1ding that il is afterwards di~covered lhat there \\'l\S sornc defect in (he uppoi11tn1ent of any such dire(:for or pi::N>on acting as aJbresaid, or that they or ~ny of the1n \Vere disqun!ifi1;;;d~ he as valid as if every ::iuch person had been duly appointed and \VJ.ls qualified to he a director.

! 14. A n~solution in writing, signed by a.H the directors for the tirne being entitled to receive notice (If a rneeting of the dircL'iors, shnH be us valid and cffcotual tt'{ if it hud been passed at a n1ccting of the director-s duly convened and held. Any such resolution n1ny consist of several docun1e11t!T in like forn1 1 each signed by une or tnore directors.

1 l5. .Any direc,tor or Mcrnber of a co1nmittec of the directors tnay participate in a ruceting of the tlintctors of such comniittee by 1nean8 of conference telephone or silnilar co-nununicntions cquipn1ei1t \vhereby all persons participating in the n1eeting can hear each other and participation in the n1ecting in such inanner shall be dec111ed to constitute presence in person at such TI)eeting.

116. \Vherc lhc Co1npany has only one director, he 1nay pass a re.'io!utitn\ by rccorriing it and signing the record.

MANAGING DIRECTORS

l l 7. ·rhc directon; may fron1 tin1c to time appoint one or 1nore of their hody to the office of nlanaging director for such period and on such teims as they think fit and, subject to the. tcr111s of ~1ny agreentcnt entered inlo in any particular case~ n1ny revoke any suc.h appointnient. t\ director so appointed shall not, \Vhile holding that office, be sul~jcct to retirement by rotation or be taken into account in deternlining the rotation of retiretneni of directors, but his appointment shall be aufoinaticalfy detennined if he ceases frorn any cause to be a director.

118. Subject to Articles 93 to 95, ~ n1anaging director shall, subject to the tenns of any agrccntent entered into in any particular case, receive such re1nnneratlon, "vhether by way of salary, commission, or participation in profits, or paitly in one \Vay a.nd partly in another .• as the directors nw.y dctern1ine.

l 19< 111c directors n1ay entrust to and confer upon a managing director uny of the po\vers exercisahle by thcn1 upon such tenns and conditions and 1\'ith .such restrictions. as th~y may think fit, (Ind eitJ1er colh1terally \.11ith or to the exclusion of their own po\vers, and n1ay fron1 time to time rc\loke, withdraw, alter, or vary all or any of those powers.

120, Articles 83 to 85 do nol apply to the managing director. lfthere is inore than one tnanaging director, only the first appointed does not have to co1nply with the rcquiren1ent to retire from office or 5eek re~clection in accordance with A1ticlcs 83 to 85 and Listing Rul<: 14.

J 21. The Secretary or Secretaries shall, and a deputy or assistant secretary or secretaries tlla)'\ be appoinood by the Directors for ?::uch tenn_. at sucl1 rernuncration ru1d upon such conditions as they n1ay think fit, and any Secretary, deputy or ussistant secretary so appointed inay be ren1ovcd by H1e11;1, but \.vithout prejudice tn any ch1hn he nu1y huvc fi)r dainngcs for breach of any contract of service betvfeen hirn and the Cotnpnuy. The appointntent and duties of the Secretary or Secrelaries shall not conflict \'>'ilh the provisions oft he Act and in particular Secrlon 17 I thercot:

122.

12.:J.

SEAL

'!'he directors shall provide for the safi .. ~ custody of the Seal, which shall only be us.e-.<l by the authority of the directors or of n comrnittee of the directors allthorised by the directors in that behalf, and every instrurnent to which the Sea! is affixed shall be signC{I by u director and shall be countcr~\gncd by the Se<:retary or hy a second director or by so1:1e other person appointed by ~rt!Ctors for the purpose,

Th~ Cornpany nJay exercise the po\vcr5 con!¥1'ctJA1Y the Act with regard to having an official Seal fhr uso 01nsidc Singapore and in ret~tion to branch re~i1t~r;; and such po\Ver.> shall be vested in the directors.

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ACCOUNTS

124. The dircclors ::.haH cau."le proper accounting and uthcr records to be kept and shall distribute copies of balunce~shoeis aud other docuJncnts as required by the. A.ct and shall fro111 tilne to tiine detennine \vhether and to what extent and at what thnes and places and under \.Vhat conditions or regulations the accounting and other record:;; of the Con1pany or any of then'l shall be open to the inspccrion of Mc1nbcrs not. being directors, and uo l'vlen1ber (not bc-ing a director) shall have any right of inspe.cting any account or book or paper of the Co1npany except <is cunferrc<l by statute (ir authorised by the director~ or by the Cotnpany in gencr:il n1ccting.

AUDITORS

125. Allditors s.haH be appointed and their appointn1ent nnd dtities regulated in accordance witl\ the provisions of tho Act.

126.

127.

128.

129.

130.

131.

132.

J:\3.

D!VlDENIJS AND RESllRVf;S

The CQnlpany in general 1neeting 1nay declare dividends, hut no dividend shall exceed the arnount reco1nn1cnded by the directors. The tin1ing and pnyn1cnt and rnethod or paynlent of <\If)' dividt:nd 01US! be in accordance with these Artic.lcs and the Listing Rules.

'fhc directors 1nay fron1 time to tirne pay to the l\.1en1bers such interin1 r:livl<lends as appear to the direelors to be justified by the profits of the Co1npany.

No dividend shall be paid otherwisl~ thnn out of pn1fits or shall hear interest against lhe Cornpany.

The dirc..::lors n1ny, hetbro recommending any dividend, set a.side out of the profits of the C<Jinpany such stuns as they think proper as reserve..<; \vhich shall, at the discretion of the directors, be applicable for any purpose to which the profits of the Co1npany tnay be properly applied, and pending any such application tnay, at !he like discref.io11 1 either be cn1ployed in the business of the Co1upuny or be invested in sui.:.h i11vcst1nc.nts (other tlu1n shares in the Con1pnny) as the directors n1ay from titne to fl1ne think fit. 'The directors 111ay also without placing the saine to reserve carry fo1wal'd any profits \Vhioh they rnay think prudent not to divide.

Subject to the rights of pt!rsons, if any, entitled to shares \Vith special rights as to dividend, all dividends shall be declared and paid according to the ;unounts paid 01· credited as paid on the shares in respect of which the dividend is paid, but no arr1ount paid or credited as paid on a share in advance of calls shall be treated lhr the purposes of this regulation as pald on the share. All dividends shall be apportione.d and paid proportiona1-ely to the anJoun1s paid or credited as puid on the shares. during any portion 01· portions of the period in respect of which the dividend is paid; but if nny share is issued 011 tenns providing that ii shall ronk for dividend as from a particular dut!J' that share shall rank for dividend accordingly.

1"hc directors ntny deduct fr<1n1 any dividend payable to any Me1nber all su1ns of tnoney, if any, presently paynhle by hirn to the ('ompany on account of caUs or otherwise in relation to the 11hares of the c~1mpany.

Any general rneeting declaring a dividend or honus 1nay direct pa)'mcnt of such dividend or bonus \Vh1)!ly or partly hy the di~tdbution of specific assels and in particular ofpaid~up shares, debentures or debenture stock of any other Con1pnny or in any one or 1norc of such ways and the directors sh~11! give effect to such resofutlon. and \Vhere any difficulty arises in regard to such distribution, the director~ rnay $\ellle the !'1\Jne llR

they think expedient, and fix the value for distrihution of such !\pecific assets or any purl thereof and 1nay deteoninc that CC!sh pay1rie11ts shall be m~tdc to any McLnbers upon the fOoting of the value so fixed in order to adjust the rights of all parties, and n1ny vest any sucll specific assets in trustees as tTIU}' seen1 expedient to the directors.

_,.\ny dividend, interest, or other 1noney payable in cash in respect of shares may he paid by cheque or wnrl'ant sent through the p<.1sl directed lo the registered address of ihe holder or, in the case of joint holders, to the registered address of that one of the joint holders who fa- first nan1ed ~the Register of Members or to such person and to such address as the holder or joint holders m~Y. in \vriµng direct. Ev~ry such ~h~quc or \V<Irrant

shall be ruade payable to the order of the persou to vt'ltonl 1t IS~( Any one of2 or 1nl)re J01nt holders n1ny

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give effectual receipts. fOr any dividends, bonuses, or other 111oney payable in respect of the shares held by thcn1 as joint holder.::;.

l 34. No dividend or any other distributiou of the Coinpan:/~ assets, wh~;thcr in cash or othcn.vise, 1nay be rnadc to !'he <::oni~mny i11 re:::peci- oftrea!)ury ,.,hares.

135. The directors niay in1plen1ent und in their discretion 1naintain, on tenns and conditions detennined by the directors fron1 tin1e to ti1nc, dividend rci11vestn1ent plans ("Dividend R.i.~lnvt~tn1ent Plau") t<ir cash dividends paid hy the: Coinpany in relation 1o shares to be reinvested by \Vay of subscription for shares or other sccuritit."'S to be issued and allotted h)' the Cornpany, Particip~tion in a I)ividcnd Rcinvcst1ncnt Plan \Viii be a\'ailabic to those ivf.ernbers who v1ish to participate in the Dividend Reinvesttnent Plan and are eligible to do so under the tern1s and conditions of 1be l)ividend Reinvestment Plan.

136. The directors tnuy val'y, a1nend or suspend any ternls or conditions of a Dividend Reinve.strnent Plan as and \vhen tliey think tit in their discretion.

BRAN Cl! REG !STEil

137. The Cotnpany inay exercise the powers conferred by the Act and 1nay CllUse to be kepi in any ph1ce outside Singapore a hrnnch Register (1f Membt:J'$. The Board rnay, subject to the Act, n1ake fron1 thnc to tirne such provisions as it thinks fit respecting the keeping of any such branch register and the transfer of shores to, on or from any such branch regfater and 1nay coniply with the rcquire1nents of any local la\v.

CAPITALISATION OFPROffJ'S

t:HL ·inc Cotnpany in general n11.':eting rnay upon the rccon1me11dation of the directors resolve that il i~ desirable to capitalise any part of the an1ount for the thnc being sianding to the credit' of any of the Co1npany's reservi: accounts or t:o the credit of the profit and loss account ot' othenvise available for distribution, and accordingly that such sunl be set free for distribution amt1ngst the ~terohers \Vho would have been entitled thereto lf distribnted by way of dividend and i11 the sa1ne proportion.'> on condition that lhe snrnc be not p1\id in cash but be uppli<.'>d eith~I' in or towards paying up any an1ounts tOr the tin1e being unpaid on 11ny shm-cs held by such Me1nbers fl."SpectivcJy or paying up in full unissued shares or debentures of the Con1pany to be allotted, distributed and credited as fuHy paid up to and a1nongst such Member~ in the proportion aforesaid, or partly in the one way and partly in the other, and the directors shaH give effect 10 such resolution.

139. \Vbenevcr such a resolution as aforesaid shall have bee11 passed the directors shall 1nnkc all appl'opriutions and applications of the undivided profits resolved to be capitalised tl\ercby, and all allotments and issues of fully paid shareos or debentures, if any. and generatly shall do all acts and things required to give effect thereto, with fiJll po,\'er to the directors to 1nakt! such provision by the issue of ft·actionnl Ct;!rtith:ntcs or by payment in cash or other.vise as they think fit for the case of shares or debentures beco1ning distributable in fractions, nnd also to aulhorise any person to enter on behalf of all the Metnbers entitled thereto into an agreement \Vith the Con1pany providing for the allotn1t.~nt lo thcn1 respt•ciively1 creditt",d as fully paid up, of any thrther shares or debentures to \Vhich t11ey may be entitled upon such copitalisntion, or, as the cnse 1nay roquh'e, for the payment up by the Con1pany on their behalf: by the application thereto of their respective proportions of the profits resolved to be capitalised, of the a1nounts or any part of the mnounls re1naining unpaid on their existing shares, and any .agre(;:ment n1ndc under such a1J1hori'ty shall be effcetive and binding on all such l\4embcr.s.,

NOTICES

140. Subject to the r\ct a11d where the context of any provisions of these Articles 01.lterv;ise requires, an,y notice, accounts, balanceqsht'..et, report or other docu1nent that rnay be given by the Co1npany to any ?v1e1nbcr can be given pers(HHdly or hy sending it by post to hin1 at his registered address, or where pennitted by the Act ancl/or the Listing Rules to any e·nHi.il address provided by the )'lcffibcr for the purposes of electronic co1nrnunications Where a notice is sent by post 1 service .of t_!le'1iotice shall be dec1ned to he effected by p1operly addressing, ptcpaying, and posting a letter contafqi98 the notice. and to have been eftCctt.>d in the

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case of a notic~-:- of a nlccting on the day atler the date of its posting, and in any other case at tht:: thne at \rhich the lellcr \vou!d be delivered in the ordinary course of post. Any notice sent by e~rnall, f.1c.sindle or otJ1er electronic n1enns will be deemed to have been served on the ~iune day that it is sent .. provided that there has been no ctror 1nessage or break in trans1niss:iun.

i 4 l. A. notic~ rnay be given by th~ Cornpany to the joint holders of a share by giving the notice to the joint holder first ruuned in the R_cgister of Mernbel's in respect of the share.

142. A notice n1ny be given by the ('.on1pany to the persons entitled to a share in consequence of the death or bankruptcy of a Menibcr by sending it through the post in a prepaid Iclter addres8ed to 1hcro by nan1e .. or by the title of representatives of the deceased, or nssignee of the b1u1kn1pt, or by any like description) at the addrcs~. ifnny, in Singapore supfJ!icd fUr the purpose hy the pel'sons clain1ing to be so eutitlcd, or, until such an address has been so supplied, by giving the notice in any rnanner in which the sa1ne 1night have been given if the death or bankruptcy had not occtuTL-<l.

143. Notice of every general nJeet.ing shu!I be given In any 1nanner herelnbefbrc authorised to··-··

a) every lvJe1nber; h) every person entitled to a share in consequence of the death or bankruptcy of a Me1nber who, but fbr his

dea!h or bankruptcy1 \-1/0uld he entitled to receive notice of the n1eeting; and c) the auditor for the thne being of the Co1npnny.

No other pcrsoo shall he entitled to receive notice$: of genel'al 1nee:ti11gs.

WINDING UP

144, If the C.(.11npa11y is \Votuid up, the liquidator 1nay, with the sanction of u Spe<.:Jnl Resn!utinn, divide ar11ong::1t the Me111bcn; in kind the whole or Huy part. of the (1!>Sets (.)fthe Cornpany, whether they consist of prop(.~rty of the satne kind or nol1 and rnay for that purpose set such value as he considers fair upon any properly to be divided as aforesaid and tna.y detennioe h<J\V the division shall be curried out tis between the Members or different cla..:;ses of Members. The liquidalor 1nay. \.Vith the like sanctiont vest the \Vhole or any part of any such assets in trustees upon such I.rusts tbr the benefit o-f the contributories as the liquidator, wilh the like snn~:ti<Jn, thinks flt, but so that nu Member shall be cotnpelled to accept r111y shares or othel' securities whereon there is any liability.

INSURANCE

145. Subject to the Act and Article 146, lo the 1naxin1um extent pcrrnitted by !awt the C'o-rnpany nn1y p;:1y, or agree to pay, a premiun1 for a contract insuring u ptn.·on who is or ht1:{ been a director, secretary or other officer of the Co;npnny, including a person who is or has been, nt the request of the Coinpany, a director or secretary of another co1npany) or a director, s:ccreta1y or other officer ofa subsidiary of1he <.."":ornpany, against a liability incurred by the person in that capacity, including a liability for legal costs, unless the liability arises out of conduct involving wilful breach of duty iu relation to the Con1pany.

146. The Company n1ust not inde1nnify any person in respe<:l of any liability LW legal CO$l", pursuant 10 Arlictc 147 or pay an~' pren1hm1 frw a contract pursuant to Ar1iclc 145, if and to the- extent dull the Co1npany is prohibited by b'tv fro1n 1loing so.

INDEMNITY

147. Subject to Article: 146, to the maxin1un1 extent pennhted by Jaw:

a) the Cornpany: i) rnust inden111ify each director and Secretary and cacb forn1er director and Sc.cretary, including each

director and Secretary who is 01 111·as, at the request of the Co1npany serving a:; a director or secretary of anotl1er contpany; and /

ii) may indemnify any nthcr offirur or former officnre Company,

( '<:rtifiedj j fr) jc,

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~gainst any liability (other than li~gal costs) in1.~urrcd in acting as director, Secretary, or olher oftice-r of the Co1npany, or ns a dircct<w or secretary of nnodier Coinpany at the request of the Cornpany, other than: (1) a liability owed lo the C~o1npany or a Related Body Corpot'ale:; (2) a liability for a pecuniaf'y penalty order under the Act; or (J) a liability that did not arise out of conduct in good faith;

b) the c:oinpany: i) 1nnst indc1nnify eoch director and Secretory, and each fohncr directof and Sectctal'y, including e11c-h

director and Secretary who is o( \'las, at the re,quest of the c:on1pat\y, serving as a director or secretary of another eonipnny; and

ii) 1nay inden1nifY any other officer or ·Jbnner officer, for costs and eJi'penses incurred by a directnr, Secretary or other officer of the Co111pany, in defending an action fOr a linbitity incurred in acting as a director, Secretary or 01her officer of the Co1npany, or as a director or secretary or another co1npauy at the reque.st Qf the Con1p;)l\)-', except for legal costs incurred: (l) in defending or rc~isling any procccdings1 whcthet' civil or critnin~l. in \Vhich the director~

Secretury or other officer of the Con1pany, is found to have a liability for \vhich they could not be inde1nnified under Atticle l47(a) above;

(2) in defending or resisting crin1inal proceedings in which the director, Secretary or other officer of the Con1pany, is found guilty;

(:l) in dt~fending or resisttng proceedings brought by the ACRA or L'1:Jttivalent regulator in any othcl' jn!'i!'ldiction or by a liquidator fo1· a court order if the grounds for niaking the order are found by th~ court to have been established, exccpl fnr costs incurn:.·d in responding to actions taken by the ACRI\ or equivalent regulator in any other jurisdiction or a liquidator as part. of an investigation before conuneneing. proceedi11gs for the court order; or

(4) in connection \.Vith proceedings for relief to the director~ Secrct.1ry or other offh:er of the C:<nnpany, under the Act in \Vhich the relief is denied by the court; and

c) the Co1npttny inay n1ake a payn1ent, or agree to 1nake a pay1nent, \Vhcther by \Yay of adv<lnce, loan or olhcrv1ise, frw any legal costs i1u:urred by a direct01:, Se.crcta.ry or other otlicer of the Co1npany, including a director and Secl't:tnry \Vho is or was, at the request of the C:otnpany, serving as a director or sccretnry of another con1pany, on the condition that lhe dirt.>ctor, Secretary or other officer of the Con1pany, n\ust repay the an1ount paid by the Con1p11ny to the extent that the Con1pany is ulthnatety fbund not Ii ab.le to inden1nify the director, Secretary or other officer of the c:on1pany tOr those legal C-OSt'i.

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Company No. 2015238TIH

THE COMPANIES ACT, CAP. 50

PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

KINGSLAND GLOBAL l TD.

Incorporated on the22 May 2015

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