2.1 Securities
| (1) | The Company is authorised to issue no more than the number of shares of a single class of common shares with no nominal or par value as shown on the cover sheet, and each such issued share entitles the holder to— |
| (a) | vote on any matter to be decided by a vote of shareholders of the company; |
| (b) | participate in any distribution of profit to the shareholders; and |
| (c) | participate in the distribution of the residual value of the company upon its dissolution. |
| (2) | The Company must not make an offer to the public of any of its securities. |
| (3) | The pre-emptive right of the Company's shareholders to be offered and to subscribe for additional shares, as set out in section 39, is not limited, negated or restricted in any manner contemplated in section 39 (2), or subject to any conditions contemplated in that section. |
| (4) | This Memorandum of Incorporation does not limit or restrict the authority of the Company's Board of Directors to— |
| (a) | authorise the company to issue secured or unsecured debt instruments, as set out in section 43 (2); or |
| (b) | grant special privileges associated with any debt instruments to be issued by the company, as set out in section 43 (3); |
| (c) | authorise the Company to provide financial assistance to any person in relation to the subscription of any option or securities of the Company or a related or inter-related company, as set out in section 44; |
| (d) | approve the issuing of any authorised shares of the Company as capitalisation shares, as set out in section 47 (1); or |
| (e) | resolve to permit shareholders to elect to receive a cash payment in lieu of a capitalisation share, as set out in section 47 (1). |
2.2 Registration of beneficial interests
The authority of the Company's Board of Directors to allow the Company's issued securities to be held by and registered in the name of one person for the beneficial interest of another person, as set out in section 56 (1), is not limited or restricted by this Memorandum of Incorporation.
