2.1        Members' authority to act

If, at any time, every member of the Company is also a director of the Company, as contemplated in section 57 (4), the authority of the members to act without notice or compliance with any other internal formalities, as set out in that section—

–––        is not limited or restricted by this Memorandum of Incorporation.

–––        is limited or restricted to the extent set out in Part A of Schedule 2.

2.2        Members' right to Information

In addition to the rights to access information set out in section 26 (1), a member of the Company has the further rights to information, if any, set out in Part B of Schedule 2 of this Memorandum of Incorporation.

2.3         Representation by concurrent proxies

The right of a member of the Company to appoint persons concurrently as proxies, as set out in section 58 (3)(a)—

2.4        Authority of proxy to delegate

The authority of a member's proxy to delegate the proxy's powers to another person, as set out in section 58 (3)(b)—

–––        is not limited or restricted by this Memorandum of Incorporation.

–––        is limited or restricted to the extent set out in Part C of Schedule 2.

2.5        Requirement to deliver proxy instrument to the Company

The requirement that a member must deliver to the Company a copy of the instrument appointing a proxy before that proxy may exercise the member's rights at a members meeting, as set out in section 58 (3)(c)—

–––        is not varied by this Memorandum of Incorporation.

–––        is varied to the extent set out in Part C of Schedule 2.

2.6        Deliberative authority of proxy

The authority of a member's proxy to decide without direction from the member whether to exercise, or abstain from exercising any voting right of the member, as set out in section 58 (7)—

–––        is not limited or restricted by this Memorandum of Incorporation.

–––        is limited or restricted to the extent set out in Part C of Schedule 2.

2.7        Record date for exercise of member rights

If, at any time, the Company's Board of Directors fails to determine a record date, as contemplated in section 59, the record date for the relevant matter is—

–––        as determined in accordance with section 59 (3).

–––        as determined in the manner set out in Part D of Schedule 2.