1 L.R.O. 2001 Companies CHAPTER 308 COMPANIES

1 THE LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St. Michaelby the authority of the Government of Barbados1 2001 CompaniesCAP. 308 CHAPTER 308 COMPANIESARRANGEMENT OF SECTIONSSECTION title. IFORMATION AND OPERATION OF COMPANIESD ivision A: INCORPORATION OF COMPANIES votes. of incorporation. Foreign language 2001 2 CompaniesCAP. Annual B: CORPORATE CAPACITY AND and of not disclaimer of a and of C: SHARE of only one capital mutual LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St. Michaelby the authority of the Government of Barbados2A 2001 CompaniesCAP.

2 308 SECTION33. Series Pre-emptive Conversion Reserve Own Acquisition of own Other Redeemable Donated Voting Stated capital Stated capital Cancellation of Presumption re own Changing share Effect of purchase Commission for share LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St. Michael,by the authority of the Government of Barbados3 1997 COMPANIES CAP. of loans by of of on D: MANAGEMENT OF to manage of Company may be director or secretary of another Prohibition of certain persons being sole director or disqualified qualification of Alternate of of of to of 's and director of 308 COMPANIES 1997 4 SECTION81.

3 Validity of Resolution in writing. 83. Liability for share issue. 84. Liability for other acts. 85. Contribution for judgment. 86. Recovery by action. 87. Defence to liability. 88. Time limit on liability. 89. Interests in contracts. 90. Interest declaration. 91. Avoidance of nullity. 92. Setting aside contract. 93. Designation of offices, etc. 94. Borrowing powers. 95. Duty of care. 96. Dissenting to resolutions. 97. Indemnifying directors, etc. 98. For derivative actions. 99. Right to Insurance of directors, Court approval of Remuneration of directors, E: SHAREHOLDERS OF COMPANIES103. Place of Meeting outside Calling Record date of Statutory Notice of record Notice of Special Waiver of "Proposals" of Proxy LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St.

4 Michael,by the authority of the Government of Barbados5 1997 COMPANIES CAP. 308 SECTION114. Nomination in Non-compliance with proxy Publishing Refusal Restraining Right to omit Registrar's List of Examination of Quorum at Right to vote Representative of other Joint Voting method at Resolution in Requisitioned shareholders Court-called Court review Pooling Unanimous shareholder Extra-ordinary F: PROXIES135. Proxy Revocation of Deposit of Mandatory solicitation of Prohibited Documents for Exemption by 308 COMPANIES 1997 6 SECTION143.

5 Proxy attending Registrant's Governing Restraining G: FINANCIAL DISCLOSURE147. Annual financial Exemption for Consolidated financial Approval of Copies to Registrar's Auditor's Disqualifying Appointment of Dispensing with Cessation of Removal of Filling auditor Court appointed Auditor rights to Required Right to Examination by Right to Detected Privilege of H: CORPORATE RECORDS168. Registered Notice of Records of LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St. Michaelby the authority of the Government of Barbados7 1998 CompaniesCAP. of care for to list of use of I: TRANSFER OF SHARES AND of on to of J: TAKE-OVER to dissenting of for in of offeree to and order of of bid 1998 8 CompaniesCAP.

6 308 Division K: FUNDAMENTAL COMPANY amendment to on company of transfer, to amend vote on of of for by short-form short-form of of by for of to pay for to of dissenting of 1997 COMPANIES CAP. 308 THE LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St. Michael,by the authority of the Government of BarbadosDivision L: Civil of for by from order, IIPROTECTION OF CREDITORS AND INVESTORSD ivision A: REGISTRATION OF with Changes created between 13th November, 1989 and the 18th July, 1990not of charge copy of on on acquisition of to of Charges to be entered on the Land on and of of 308 COMPANIES 1997 10 SECTION250.

7 Inspection of Registration of External B: TRUST DEEDS AND DEBENTURES253. Application of Conflict of List of debenture Evidence of Contents of Further Evidence relating to Certificate of Notice of Redemption of Duty of Reliance on No Rights of Need for trust Kinds of Cover of trust Contents of trust Contents of Equity C: RECEIVERS AND RECEIVER-MANAGERS275. Disqualified Functions of 1997 COMPANIES CAP. 308 THE LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St. Michael,by the authority of the Government of of ' powers under court under of by of receivers, of receivers, of Floating charges of of D: of re public of notice re of 's on of subscription of 308 COMPANIES 1997 limit on on in lieu of E: INSIDER TRADING308.

8 "Insider" of limit on IIIOTHER REGISTERED COMPANIESD ivision A: COMPANIES WITHOUT SHARE of "Member" of ex "Incorporated" or "inc" to by of and B: EXTERNAL LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St. Michaelby the authority of the Government of Barbados13 2001 CompaniesCAP. 308 SECTION327. Registration Restriction on External amalgamated Registering external Attorney of Failure of Capacity of Certificate of Effect of Suspension of Cancelling Revival of Previous Name Fundamental Incapacity of Resumption of Other 2001 14 CompaniesCAP.

9 308 SECTIOND ivision C: FORMER-ACT of corporate as of of of of earlier : STATUTORY of corporate of of of of earlier Effect of LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St. Michaelby the authority of the Government of Barbados15 2001 CompaniesCAP. 308 SECTIOND ivision D: CORPORATE moving to of of sections 353 and leaving and E: MUTUAL INSURANCE of of mutual Articles of Member and his Withdrawal from Stated F: COMPANIES WITH A SEPARATE ACCOUNT Authority to establish segregated Power to deal with assets in segregated 2001 16 CompaniesCAP.

10 Rights and interets in respect of separate Financial and audit G: SEGREGATED CELL Application of Application of certain sections of the Segregated cell company to be a single legal Formation of a cell Name and memorandum of a protected cell Creation of one or more Cellular and non-cellular Cell share and cell share Reduction of cell share Liability of segregated Liability of cellular Creditors of a protected cell Recourse to cellular assets by of cellular and non-cellular assets from a segregated Attribution of non-cellular assets and Protection of LAWS OF BARBADOSP rinted by the Government Printer, Bay Street, St.