Prospectus re Admission to the Official List - Heritage Oil

(iv) The Directors may also refuse to register the transfer of a certificated share unless theinstrument of transfer:(A) is lodged at the registered office or at another place appointed by the Directorsaccompanied by the certificate for the share to which it relates and such otherevidence as the Directors may reasonably require to show the right of the transferorto make the transfer;(B) is in respect of one class of share only; and(C) is in favour of not more than four persons.(v) If the Directors refuse to register a transfer of a share in certificated form, they shall sendthe transferee notice of the refusal within two months after the date on which theinstrument of transfer was lodged with the Company.(vi) No fee shall be charged for the registration of any instrument of transfer or otherdocument relating to or affecting the title to a share.(vii) The holder of the Special Voting Share may only transfer the Special Voting Share inaccordance with terms of the Voting and Exchange Trust Agreement.(j) General meetings(i) All general meetings of the Company other than annual general meetings shall be calledextraordinary general meetings.(ii) Except for the annual general meeting, the Directors shall convene and the Company shallhold general meetings as extraordinary general meetings in accordance with the Act. TheDirectors may call general meetings whenever they think fit. On the requisition ofmembers pursuant to the provisions of the Act, the Directors shall promptly convene anextraordinary general meeting.(iii) An annual general meeting and an extraordinary general meeting called for the passing ofa special resolution shall be called by at least 21 clear days’ written notice. All otherextraordinary general meetings shall be called by at least 14 days’ written notice. Subject tothe provisions of the Act, the provisions of the Articles and to any restrictions imposed onany shares, the notice shall be sent to all the members, to each of the directors and tothe auditors.(iv) The notice shall specify the time and place of the meeting and the general nature of thebusiness to be transacted at the meeting.(v) In the case of an annual general meeting, the notice shall specify the meeting as such. Inthe case of a meeting to pass a special resolution, the notice shall contain a statement tothat effect.(vi) The Company may specify in the notice a time, which may not be more than 48 hoursbefore the time fixed for the meeting, by which a person must be entered on the Companyregister in order to have the right to attend and vote at the meeting.(vii) Any resolution (other than a procedural resolution) put to the vote at the meeting shall bedecided on a poll. Procedural resolutions shall be decided on a show of hands, unless apoll is demanded by:(A) the chairman of the meeting;(B) not less than five members present in person or by proxy and entitled to vote onthe resolution;(C) a member or members present in person or by proxy and representing not less thanone-tenth of the total voting rights of all the members having the right to vote on theresolution;(D) a member or members present in person or by proxy and holding shares in theCompany conferring a right to vote at the meeting being shares on which anaggregate sum has been paid up equal to not less than one-tenth of the total sum paid258