T.—3a

184

or for any other purpose which may seem to this company likely to benefit this company directly or indirectly, and to place or guarantee the placing of, underwrite, apply for, and accept or subscribe the whole or any part of the capital, debentures, or securities of any such company, or to lend money or to guarantee the performance of the contracts of any such company. (39.) To pay all or any of the expenses incurred in and in connection with the promotion, formation, incorporation, and establishment of this company, or to contract with any person, firm, or company to pay the same, and to remunerate any brokers or other persons or companies for underwriting, placing, selling, or guaranteeing the subscription of any shares, debentures, or securities of their company, or of any company promoted by this company. (40.) To apply for, promote, and obtain any provision, order, or Act of Parliament, leave, license, or other authority to enable the company to carry out any or all its objects, or for the purpose of obtaining for the company any additional powers, or for any other purpose which may appear to the company expedient in the interests of the company, and to oppose any bills, proceedings, or applications which may seem to the company likely to prejudice the company's interests directly or indirectly. (41.) To act as agents or brokers and as trustees for any person, firm, or company, and to undertake and perform, sub-contract, and also to do all or any of the above things, or act in any of the businesses of the company in any part of the world through or by means of agents, brokers, trustees, sub-contractors, or others, and either alone or in conjunction with others. (42.) To do all or any of the acts aforesaid, or exercise all or any of the powers expressly or impliedly conferred by this memorandum, jointly with any person, partnership, corporation oi other company, and to become jointly or jointly and severally liable with any such person, partnership, corporation, or company for any contract or obligation which this company may decide to be to the interests of this company to enter into. (43.) To procure this company to be registered or recognized in any part of the British Empire or in any foreign country or place. (44.) To do all such other things as in the opinion of the company may be identical or conducive to the attainment of any of the foregoing objects or the exercise of any of the foregoing powers. 3. The liability of the members is limited. 4. The capital of the company is £100,000, divided into 10,000 shares of £10 each, of which all vendors' shares allotted as fully paid up in pursuance of the said agreement, or any other agreement or agreements hereinafter to be executed by the company in substitution thereof, or of any part thereof, shall be preference shares to the extent hereinafter appearing—that is to say, such preference shares shall confer on the holder thereof the right to receive out of the profits of the company a fixed cumulative preferential dividend at the rate of five pounds (£5) per centum per annum on any capital expressed to be fully paid up thereon which may for the time being be in excess of the amount of capital actually paid on each ordinary contributing share, but after receiving such preferential dividend as aforesaid, and notwithstanding that the whole nominal capital of the company shall not be paid up, all other shares in the company shall rank as to the division of profits and participation in dividends equally with the said shares allotted to the first and second vendors as aforesaid in the same manner as if the whole nominal capital had been paid up. 5. The company has power to divide the shares in the above-mentioned or any increased capital into several classes, and to issue the shares of any class or classes at a premium or at par, and with any preferential, deferred, qualified, or special rights, privileges, or conditions attached thereto, or subject to any restrictions or limitations. We, the several persons whose names and addresses are subscribed hereto, are desirous of being formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names : —

Signature of Subscriber. Name, Address, and Description of Subscriber. Number of Shares I taken by each Subscriber.