FIRST SCHEDULE PROCEEDINGS AT MEETINGS OF SHAREHOLDERS CHAIRPERSON Chairperson of to Chair Meetings: If the directors have elected a chairperson of the board, and the chairperson of the board is present at a meeting of Shareholders, he or she must chair the meeting. Election if No Chairperson: If no chairperson of the board has been elected, or if at any meeting of Shareholders the chairperson of the board is not present within 15 minutes of the time appointed for the commencement of the meeting, the directors present will elect one of their number to be chairperson of the meeting. If at any meeting no director is willing to act as chairperson, or if no director is present within 15 minutes of the time appointed for holding the meeting, the Shareholders present will choose one of their number to be chairperson of the meeting. NOTICE OF MEETINGS Notice to be Given: Written notice of the time and place of a meeting of Shareholders must be sent to every Shareholder entitled to receive notice of the meeting and to every director and an auditor of the Company not less than 10 working days before the meeting. Contents of Notices: The notice must state: the nature of the business to be transacted at the Nature of Business: meeting in sufficient detail to enable a Shareholder to form a reasoned judgement in relation to it; and Text of Special Resolutions: the text of any Special Resolution to be submitted to the meeting. Waiver of Irregularities: An irregularity in a notice of a meeting is waived if all the Shareholders entitled to attend and vote at the meeting attend the meeting without protest as to the irregularity, or if all such Shareholders agree to the waiver. Accidental Omissions: The accidental omission to give notice of a meeting to, or the failure to receive notice of a meeting by, a Shareholder does not invalidate the proceedings at that meeting. Adjournments: The chairperson may, and if so directed by the meeting will, adjourn the meeting from time to time and from place to place, but no business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting will be given as in the case of an original meeting. Save as aforesaid, it will not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
FIRST SCHEDULE PROCEEDINGS AT MEETINGS OF SHAREHOLDERS CHAIRPERSON Chairperson of to Chair Meetings: If the directors have elected a chairperson of the board, and the chairperson of the board is present at a meeting of Shareholders, he or she must chair the meeting. Election if No Chairperson: If no chairperson of the board has been elected, or if at any meeting of Shareholders the chairperson of the board is not present within 15 minutes of the time appointed for the commencement of the meeting, the directors present will elect one of their number to be chairperson of the meeting. If at any meeting no director is willing to act as chairperson, or if no director is present within 15 minutes of the time appointed for holding the meeting, the Shareholders present will choose one of their number to be chairperson of the meeting. NOTICE OF MEETINGS Notice to be Given: Written notice of the time and place of a meeting of Shareholders must be sent to every Shareholder entitled to receive notice of the meeting and to every director and an auditor of the Company not less than 10 working days before the meeting. Contents of Notices: The notice must state: Nature of Business: the nature of the business to be transacted at the meeting in sufficient detail to enable a Shareholder to form a reasoned judgement in relation to it; and Text of Special Resolutions: the text of any Special Resolution to be submitted to the meeting. Waiver of Irregularities: An irregularity in a notice of a meeting is waived if all the Shareholders entitled to attend and vote at the meeting attend the meeting without protest as to the irregularity, or if all such Shareholders agree to the waiver. Accidental Omissions: The accidental omission to give notice of a meeting to, or the failure to receive notice of a meeting by, a Shareholder does not invalidate the proceedings at that meeting. Adjournments: The chairperson may, and if so directed by the meeting will, adjourn the meeting from time to time and from place to place, but no business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting will be given as in the case of an original meeting. Save as aforesaid, it will not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Constitution-PrefShares.docx