continued - The Lion Group

6.1.2 Proposed Shareholders’ Mandate for Recurrent Related Party Transactions
“THAT approval be and is hereby given for the Company and its subsidiaries to enter into
recurrent related party transactions of a revenue or trading nature which are necessary for its
day-to-day operations as detailed in paragraph 3.3 and with those related parties as set out
in paragraph 3.2 of the Circular to Shareholders of the Company dated 2 November 2010
(“Related Parties”) which has been despatched to the shareholders of the Company, provided
that such transactions are undertaken in the ordinary course of business and are on normal
commercial terms which are consistent with the Group’s usual business practices and policies,
and on terms not more favourable to the Related Parties than those generally available to the
public and are not to the detriment of the minority shareholders; and
THAT authority conferred by this ordinary resolution will only continue to be in force until:
(i) the conclusion of the next annual general meeting of the Company at which time it will
lapse, unless by a resolution passed at the meeting, the authority is renewed;
(ii) the expiration of the period within which the next annual general meeting after that
date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but
must not extend to such extension as may be allowed pursuant to Section 143(2) of the
Companies Act, 1965); or
(iii) revoked or varied by resolution passed by the shareholders of the Company in general
meeting,
whichever is the earlier; and
THAT the Directors of the Company be and are hereby authorised to complete and do all such
acts and things to give effect to the transactions contemplated and/or authorised by this ordinary
resolution.”
6.2 To consider and, if thought fit, pass the following special resolution:
Proposed Amendment to the Articles of Association of the Company
“THAT the existing Article 123 of the Articles of Association of the Company be deleted in its
entirety and substituted therefor with the following new Article 123:
Article 123
Any dividend, interest, or other monies payable in cash in respect of shares may be paid by
cheque or warrant sent through the post directed to the registered address of the person whose
name appears in the Register of Members or the Record of Depositors of the Company or to such
address as the holder may in writing direct or paid by way of electronic transfer of remittance to
the bank account provided by the Member to the Central Depository from time to time. Every
such cheque or warrant or electronic transfer of remittance shall be made payable to the order
of the person to whom it is sent or remitted, and the payment of any such cheque or warrant or
electronic transfer of remittance shall operate as a good discharge to the Company in respect
of the dividend, interest or other monies payable in cash represented thereby, notwithstanding
that it may subsequently appear that the same has been stolen or that the endorsement thereon,
or the instruction for the electronic transfer of remittance, has been forged. Every such cheque
or warrant or electronic transfer of remittance shall be sent or remitted at the risk of the person
entitled to the money thereby represented and the Company shall have no responsibility for
any sums lost or delayed in the course of delivery or remittance or where the Company has
acted on any such instructions of the Member.”
2
Resolution 8
Resolution 9