DATED 2010 MEMORANDUM AND ARTICLES OF ASSOCIATION ...

(e) Only persons selected by the Nomination Committee shall be eligible for
election as Directors at each Annual General Meeting.
(f)
A casual vacancy of a Director shall be ratified at the first Directors’ meeting
following nomination by the Nomination Committee and be included as an
appointment as a Director at the subsequent Annual General Meeting.
(g)
Each Director elected in accordance with Article 13 shall hold office, unless
sooner determined in accordance with Article 14, for a term of two (2) years
from the date of appointment. The “term of two (2) years” wherever referred to
in these Articles, shall be deemed to be until the Second Annual General
Meeting is held after the Annual General Meeting relevant to the election or
appointment of such person.
(h)
To ensure continuity, all Directors are to be appointed on a staggered bi-annual
basis, with at least two (2) Directors being appointed at each bi Annual General
Meeting and holding office for a period of two (2) years from the beginning of
their term, in accordance with this Article.
(i)
The election of the Directors shall take place in the following manner:-
(i) Any member shall be at liberty to nominate any member eligible for
nomination to serve as a Director
(ii) The nomination shall be in writing and shall be signed by the member
and his proposer and seconder and shall be lodged with the Secretary
at least fourteen (14) days before the annual general meeting of the
Foundation at which the election takes place.
(iii) A list of candidates' names in alphabetical order (showing also the
proposers' and seconders' names) shall be posted in a conspicuous
place in the registered office of the Foundation at least seven (7) days
immediately preceding the Annual General Meeting.
(iv) If the number of candidates standing for election exceeds the number
of vacancies balloting lists shall be prepared containing the names of
the candidates only in alphabetical order and each member present at
the Annual General Meeting shall be entitled to vote for the number
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