Grand Parade Investments : GPI MOI

This is the new Memorandum of Incorporation of the Company adopted by Special Resolution at the Annual General Meeting of the Company held on 12th December 2012.

Chairman

THE COMPANIES ACT, NO. 71 OF 2008

(AS AMENDED)

MEMORANDUM OF INCORPORATION

OF

GRAND PARADE INVESTMENTS LIMITED

A PUBLIC COMPANY

REGISTRATION NUMBER: 1997/003548/06

REGISTRATION DATE: 12 MARCH 1997

	TABLE OF CONTENTS
1	INTERPRETATION	1
2	JURISTIC PERSONALITY	7
3	LIMITATION OF LIABILITY	7
4	POWERS OF THE COMPANY	7
5	RESTRICTIVE CONDITIONS	8
6	ISSUE OF SHARES AND VARIATION OF RIGHTS	8
7	CONSOLIDATION, SUBDIVISION AND REDUCTION OF CAPITAL	11
8	CERTIFICATED AND UNCERTIFICATED SECURITIES	12
9	SECURITIES REGISTER	13
10	TRANSFER OF SECURITIES	16
11	NO LIEN	18
12	TRANSMISSION OF SECURITIES	18
13	SHARE WARRANTS	19
14	DEBT INSTRUMENTS	20
15	CAPITALISATION SHARES	20

16 POWER OF BOARD AT THE CAPITALISATION OR DISTRIBUTION OF PROFITS

..................................................................................................................................... 21

17	BENEFICIAL INTERESTS IN SECURITIES	21
18	FINANCIAL ASSISTANCE FOR ACQUISITION OF SECURITIES	22

19 REDUCTION OF CAPITAL AND ACQUISITION OF SHARES IN THE COMPANY. 22

20	RECORD DATE FOR EXERCISE OF SHAREHOLDER RIGHTS	24
21	SHAREHOLDERS' MEETINGS	25
22	SHAREHOLDERS' MEETINGS BY ELECTRONIC COMMUNICATION	31
23	VOTES OF SHAREHOLDERS	32
24	PROXIES AND REPRESENTATIVES	35
25	SHAREHOLDERS' RESOLUTIONS	37
26	SHAREHOLDERS ACTING OTHER THAN AT A MEETING	38
27	DIRECTORS	38
28	DIRECTORS' MEETINGS	46
29	DIRECTORS' COMPENSATION AND FINANCIAL ASSISTANCE	50
30	EXECUTIVE DIRECTORS	51
31	INDEMNIFICATION OF DIRECTORS	52
32	POWERS OF THE BOARD OF DIRECTORS	52
33	BORROWING POWERS	54
34	COMMITTEES OF THE BOARD	55
35	ACCOUNTING RECORDS	55
36	COMPANY SECRETARY	57
37	AUTHENTICATION OF DOCUMENTS	57
38	DISTRIBUTIONS	57
39	ACCESS TO COMPANY RECORDS	60
40	PAYMENT OF COMMISSION	62
41	NOTICES	62

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42	WINDING-UP	64
43	AMENDMENT OF MEMORANDUM OF INCORPORATION	64
44	COMPANY RULES	65
45	ODD-LOT OFFERS	65
SCHEDULE 1: CLASSES OF SHARES

1 INTERPRETATION

1.1 In this Memorandum of Incorporation, unless the context clearly indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings -

1. "Act" means the Companies Act, No. 71 of 2008, as amended, consolidated or re-enacted from time to time, and includes all schedules to such Act;
2. "Board" or "Directors" means the board of Directors from time to time of the Company;
3. "Certificated Securities" means Securities issued by the Company that are not Uncertificated Securities;
4. "Central Securities Depositary" has the meaning set out in section 1 of the Securities Services Act;
5. "Commission" means the Companies and Intellectual Property Commission established by section 185;
6. "Companies Tribunal" means the Companies Tribunal established by section 193;
7. "Company" means the company named on the first page of this document, duly incorporated under the registration number endorsed thereon;
8. "Director" means a member of the Board as contemplated in section 66 or an alternate Director, and includes any person occupying the position of a Director or an alternate Director by whatever name designated;
9. "Electronic Communication" has the meaning set out in section 1 of the Electronic Communications and Transactions Act, No 25 of 2002;
10. "IFRS" means the International Financial Reporting Standards, as adopted from time to time by the Board of the International Accounting Standards Committee, or its successor body, and approved for use in

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South Africa from time to time by the Financial Reporting Standards Council established in terms of section 203;

1. "Jeopardy Director" means a director or prescribed officer of the Company or any of its subsidiaries who has caused or will cause a Jeopardy Event to occur.
2. "Jeopardy Event" means any of the following:

1. a determination by any Provincial or National Gambling Board or any other Board responsible for the regulation of any gambling, betting, lotto or other activity relating to gambling (Gambling Authority) that any director is not a fit and proper person in accordance with the requirements of the relevant National or Provincial Gambling Act or Rules or any similar legislation or rules from time to time (Gambling Legislation);
2. the breach by a director of any term or condition of a licence which is likely to result in the revocation of such licence by the relevant Gambling Authority;
3. the revocation, withdrawal, or termination of a director's licence;
4. any breach of any of the provisions of Gambling Legislation and/or lawful requirements of a Gambling Authority which may or does result in the revocation, withdrawal, or termination of a licence;
5. a determination by a Gambling Authority not to award or grant a licence to the Company or any of its subsidiaries, to decline to renew, extend or approve a licence, to reduce the period of or suspend a licence or to impose any material financial penalty or other sanction on the Company as a consequence of a director having committed a jeopardy event.

1.1.13 "JSE" means the exchange, licensed under the Securities Services Act, operated by JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in South Africa;