Memorandum of Incorporation

The Memorandum of Incorporation (“MoI”) is the founding document of the company and sets out the structure and governance of the company. Matters dealt with in the MoI include the rights, duties and responsibilities of shareholders, directors and others within and in relation to the company. The MoI of the company is required to be consistent with the Companies Act, 2008 and it is legally binding between the company and each shareholder, between or among the shareholders of the company, between the company and each director and between the company and each prescribed officer of the company, or other person serving the company as a member of the audit committee or as a member of a committee of the board in the exercise of their respective functions within the company. Any amendment to the MoI must be approved by special resolution of shareholders for it to be effective, unless otherwise provided for in the Companies Act, 2008.