6-K - DGNX - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

CommissionFile Number: 001-42459

DIGINEXLIMITED

(Exact name of Registrant as specified in its charter)

NotApplicable

(Translation of registrant’s name into English)

25Wilton Road, Victoria

London

GreaterLondon

SW1V1LW

UnitedKingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

ExtraordinaryGeneral Meeting

The board of directors (the “Board”) of Diginex Limited (the “Company”) has scheduled an Extraordinary General Meeting (the “Extraordinary General Meeting” or the “Meeting”) of the shareholders of Diginex Limited (the “Company”) will be held on Monday, April 13, 2026 at 10:00 a.m. (Eastern Time) teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 6468308#

The notice of Extraordinary General Meeting, the proxy statement and the proxy card accompany this notice are also available at https://www.cstproxy.com/diginex/2026. We expect to mail these materials on or about April 1, 2026, to our shareholders of record as of the close of business on March 27, 2026 (the “Record Date”).

At the Meeting, the Company’s shareholders will be asked to vote, and if thought fit, approve on the following proposals:

Proposal No. 1. Authorised Share Capital Changes Proposal – a proposal, by an ordinary resolution, to amend its authorised share capital in the manner and sequence set out below with effect on the date to be determined by the board of directors of the Company (collectively, the “Authorised Share Capital Changes”):

(a)	increase<br> the authorised share capital to US$200,000 divided into 3,960,000,000 ordinary shares of<br> a par value of US$0.00005 each (the “Existing Ordinary Shares”) and 40,000,000<br> preferred shares of a par value of US$0.00005 each (the “Existing Preferred Shares”),<br> by the addition of 3,000,000,000 Existing Ordinary Shares;
(b)	every<br> eight (8) issued and unissued Existing Ordinary Shares be consolidated into one (1) ordinary<br> share of a par value of US$0.0004 each (the “Consolidated Ordinary Share”)<br> where the Consolidated Ordinary Shares shall rank pari passu in all respect with each<br> other and have the same rights and are subject to the same restrictions (save as to par value)<br> as the Existing Ordinary Shares as set out in the existing memorandum and articles of association<br> of the Company (the “Existing MAA”);
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(c)	every<br> eight (8) issued and unissued Existing Preferred Shares be consolidated into one (1) ordinary<br> share of a par value of US$0.0004 each (the “Consolidated Preferred Shares”)<br> where the Consolidated Preferred Shares shall rank pari passu in all respect with<br> each other and have the same rights and are subject to the same restrictions (save as to<br> par value) as the Existing Preferred Shares as set out in the Existing MAA; and
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(d)	all<br> fractional entitlements to the issued Consolidated Ordinary Shares and Consolidated Preferred<br> Shares resulting from such share consolidation will not be issued to the shareholders of<br> the Company, and instead, any fractional shares that would have resulted from the share consolidation<br> will be rounded up to the next whole number,
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such that the authorised share capital of the Company shall become US$200,000 divided into 495,000,000 ordinary shares of a par value of US$0.0004 each and 5,000,000 preferred shares of a par value of US$0.0004 each.

Proposal No. 2. M&AA Amendment Proposal - a proposal, by a special resolution, subject to the Authorised Share Capital Changes taking effect, the second amended and restated memorandum and articles of association of the Company, the form of which is attached to the notice of Extraordinary General Meeting and the accompanying proxy statement as Annex 1, be adopted in its entirety and in substitution for and to the exclusion of the Existing MAA with effect upon the effectiveness of the Authorised Share Capital Changes (the “M&AA Amendment Proposal”).

Proposal No. 3. Adjournment Proposal – a proposal, by an ordinary resolution, that the extraordinary general meeting be adjourned to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to the Company’s shareholders, (ii) in order to solicit additional proxies from the Company’s Shareholders in favor of one or more of the proposals at the Extraordinary General Meeting or, (iii) as the chairman of the Extraordinary General Meeting shall deem necessary in his sole and absolute discretion. (the “Adjournment Proposal”).

The Notice of Extraordinary General Meeting and Proxy Statement (the “Notice”) and the Proxy Card are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. Shareholders of the Company on the Record Date are entitled to vote on the matters presented at the Meeting. Shareholders are urged to carefully read the Notice, because it contains important information about the Company and the Meeting.

The Company is a foreign private issuer. As such, the Notice is not subject to review and comment by the U.S. Securities and Exchange Commission (the “SEC”).

Copies of Notice and other documents filed or submitted by the Company will be available at https://www.cstproxy.com/diginex/2026 and at the website maintained by the SEC at www.sec.gov. Shareholders may obtain a copy of the Notice, free of charge, from the Company.

Participantsin the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Meeting. Information regarding certain directors and executive officers of the Company is available in the Company’s documents filed with or submitted to the SEC. Other information regarding the participants in the proxy solicitation and descriptions of their direct and indirect interests, by security holdings or otherwise, are set forth in the Notice filed herewith.

On March 27, 2026, the Company issued a press release announcing the Extraordinary General Meeting, a copy of which is attached hereto as Exhibit 99.3.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIGINEX LIMITED
Date: March 30, 2026		/s/ Miles Pelham
	Name:	Miles Pelham
	Title:	Chairman

Exhibits

Exhibit<br> No.	Description
99.1	Notice of Extraordinary General Meeting of Shareholders and Proxy Statement
99.2	Form of Proxy Card
99.3	Press Release, dated March 27, 2026

Exhibit99.1

DIGINEX LIMITED

(incorporated under the laws of the Cayman Islands)

(NASDAQ: DGNX)

NOTICE OF EXTRAORDINARY GENERAL MEETINGOF THE SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting” or the “Meeting”) of the shareholders of Diginex Limited (the “Company”) will be held on Monday, April 13, 2026 at 10:00 a.m. (Eastern Time) teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 6468308#

The notice of Extraordinary General Meeting, the proxy statement and the proxy card accompany this notice are also available at https://www.cstproxy.com/diginex/2026. We are mailing these materials to our shareholders on or about April 1, 2026.

As discussed in the enclosed Proxy Statement, the purpose of the Extraordinary General Meeting is to consider and vote upon, and if thought fit, approve the following proposals:

(a)	increase the authorised share capital<br> to US$200,000 divided into 3,960,000,000 ordinary shares of a par value of US$0.00005 each<br> (the “Existing Ordinary Shares”) and 40,000,000 preferred shares of a par<br> value of US$0.00005 each (the “Existing Preferred Shares”), by the addition<br> of 3,000,000,000 Existing Ordinary Shares;
(b)	every eight (8) issued and unissued<br> Existing Ordinary Shares be consolidated into one (1) ordinary share of a par value of US$0.0004<br> each (the “Consolidated Ordinary Share”) where the Consolidated Ordinary<br> Shares shall rank pari passu in all respect with each other and have the same rights<br> and are subject to the same restrictions (save as to par value) as the Existing Ordinary<br> Shares as set out in the existing memorandum and articles of association of the Company (the<br> “Existing MAA”);
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(c)	every eight (8) issued and unissued<br> Existing Preferred Shares be consolidated into one (1) ordinary share of a par value of US$0.0004<br> each (the “Consolidated Preferred Shares”) where the Consolidated Preferred<br> Shares shall rank pari passu in all respect with each other and have the same rights<br> and are subject to the same restrictions (save as to par value) as the Existing Preferred<br> Shares as set out in the Existing MAA; and
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(d)	all fractional entitlements to the<br> issued Consolidated Ordinary Shares and Consolidated Preferred Shares resulting from such<br> share consolidation will not be issued to the shareholders of the Company, and instead, any<br> fractional shares that would have resulted from the share consolidation will be rounded up<br> to the next whole number,
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Proposal No. 2. M&AA Amendment Proposal

a proposal, by a special resolution, subject to the Authorised Share Capital Changes taking effect, the second amended and restated memorandum and articles of association of the Company, the form of which is attached to the notice of Extraordinary General Meeting and the accompanying proxy statement as Annex 1, be adopted in its entirety and in substitution for and to the exclusion of the Existing MAA with effect upon the effectiveness of the Authorised Share Capital Changes (the “M&AA Amendment Proposal”).

The foregoing items of business, as well as the full text of the resolutions to be proposed, are more fully described in the proxy statement accompanying this notice. The Company’s Board of Directors (the “Board of Directors”) unanimously recommends that the shareholders vote “FOR” for all the items.

The Board of Directors has fixed the close of business on March 27, 2026, as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting or any adjournment thereof. Only holders of ordinary shares of the Company on the Record Date are entitled to receive notice of and to vote at the Extraordinary General Meeting or any adjournment thereof.

Shareholders may obtain a copy of the proxy materials from the Company’s website www.diginex.com. This notice of the Extraordinary General Meeting, the accompanying proxy statement, and the proxy card will be sent or made available to shareholders on or about April 1, 2026.

Dated March 30, 2026
BY ORDER OF THE BOARD
Diginex Limited
/s/ Miles Pelham
Miles Pelham
Chairman

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the Extraordinary General Meeting. These questions and answers may not address all of the questions that may be important to you as a shareholder. To better understand these matters, you should carefully read this entire notice to shareholders.

Q: Why am I receiving this notice to shareholders?

A: The Company is holding the Extraordinary General Meeting to approve, among other things, Proposal No. 1 the Authorised Share Capital Changes Proposal, Proposal No. 2 the M&AA Amendment Proposal and Proposal No. 3 the Adjournment Proposal.

We have included in this notice to shareholders and the accompanying proxy statement important information about the Extraordinary General Meeting. You should read this information carefully and in its entirety. The enclosed proxy card provides instructions for you to vote your Ordinary Shares without attending the Extraordinary General Meeting. Your vote is very important and we encourage you to submit your proxy as soon as possible.

Q: What proposals are the shareholders being asked to consider?

A: The shareholders are being asked to consider and vote upon, and if thought fit, approve the following proposals:

(a)	increase the authorised share capital<br> to US$200,000 divided into 3,960,000,000 ordinary shares of a par value of US$0.00005 each<br> (the “Existing Ordinary Shares”) and 40,000,000 preferred shares of a par<br> value of US$0.00005 each (the “Existing Preferred Shares”), by the addition<br> of 3,000,000,000 Existing Ordinary Shares;
(b)	every eight (8) issued and unissued<br> Existing Ordinary Shares be consolidated into one (1) ordinary share of a par value of US$0.0004<br> each (the “Consolidated Ordinary Share”) where the Consolidated Ordinary<br> Shares shall rank pari passu in all respect with each other and have the same rights<br> and are subject to the same restrictions (save as to par value) as the Existing Ordinary<br> Shares as set out in the existing memorandum and articles of association of the Company (the<br> “Existing MAA”);
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(c)	every eight (8) issued and unissued<br> Existing Preferred Shares be consolidated into one (1) ordinary share of a par value of US$0.0004<br> each (the “Consolidated Preferred Shares”) where the Consolidated Preferred<br> Shares shall rank pari passu in all respect with each other and have the same rights<br> and are subject to the same restrictions (save as to par value) as the Existing Preferred<br> Shares as set out in the Existing MAA; and
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(d)	all fractional entitlements to the<br> issued Consolidated Ordinary Shares and Consolidated Preferred Shares resulting from such<br> share consolidation will not be issued to the shareholders of the Company, and instead, any<br> fractional shares that would have resulted from the share consolidation will be rounded up<br> to the next whole number,
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Proposal No. 2. M&AA Amendment Proposal

a proposal, by a special resolution, subject to the Authorised Share Capital Changes taking effect, the second amended and restated memorandum and articles of association of the Company, the form of which is attached to the notice of Extraordinary General Meeting and the accompanying proxy statement as Annex 1, be adopted in its entirety and in substitution for and to the exclusion of the Existing MAA with effect upon the effectiveness of the Authorised Share Capital Changes (the “M&AA Amendment Proposal”).

Q: What are the recommendations of the Board of Directors?

A: THE BOARD OF DIRECTORS HAS DETERMINED THAT THE APPROVAL OF THE AUTHORISED SHARE CAPITAL CHANGES PROPOSAL, THE M&AA AMENDMENT PROPOSAL AND THE ADJOURNMENT PROPOSAL ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND HAS UNANIMOUSLY APPROVED THE PROPOSALS DESCRIBED HEREIN. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE AUTHROISED SHARE CAPITAL CHANGES PROPOSAL, THE M&AA AMENDMENT PROPOSAL AND THE ADJOURNMENT PROPOSAL.

Q: When and where will the Extraordinary General Meeting be held?

A: Diginex’s Extraordinary General Meeting will be held on Monday, April 13, 2026, at 10:00 a.m. Eastern Time as a virtual meeting via teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 6468308#

Q: Who is entitled to vote at the Extraordinary General Meeting?

A: The record date for the Extraordinary General Meeting is March 27, 2026 (the “Record Date”). Only holders of Ordinary Shares of the Company as of the close of business on the Record Date are entitled to notice of, and to attend and vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. As of the Record Date, there were, 232,557,527 Ordinary Shares, issued and outstanding. Each ordinary share that you own entitles you to one vote.

Q: What constitutes a quorum for the Extraordinary General Meeting?

A: At the Extraordinary General Meeting, one or more shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at the Extraordinary General Meeting constitutes a quorum.

Q: How many votes are required to approve the proposals?

A: The approval of the M&AA Amendment Proposal requires a special resolution, namely a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast by shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative at the Extraordinary General Meeting. A properly executed proxy card marked “Abstain” have no effect on the proposal.

The approval of the Authorised Share Capital Changes Proposal and the Adjournment Proposal, respectively, require an ordinary resolution, namely a resolution passed by a simple majority of the votes cast by the shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative at the Extraordinary General Meeting. A properly executed proxy card marked “Abstain” with respect to this proposal will not be counted as a vote for the Share Consolidation Proposal, the Share Capital Proposal or the Adjournment Proposal, but will be counted as shares present and entitled to vote for the Share Consolidation Proposal, the Share Capital Proposal or the Adjournment Proposal.

Q: How do the shareholders vote?

A: If you are a registered holder of the Company’s shares as of the Record Date wishing to vote in person at the Extraordinary General Meeting, you may cast your votes by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

The shareholders have two voting options. You may vote using one of the following methods:

(1)	By Internet, which we encourage if you have Internet access, at<br> www.cstproxyvote.com or https://www.cstproxy.com/diginex/2026; and
(2)	By mail, please complete the Proxy Card and mail it to Vote Processing,<br> using the enclosed envelope.
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Q: How can I attend the meeting?

A: The Meeting is open to all registered holders of the Company’s Ordinary Shares as of the Record Date. You may attend Extraordinary General Meeting, which will be held on Monday, April 13, 2026 at 10:00 a.m. Eastern Time virtually via teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 6468308#

Q: May shareholders ask questions at the Extraordinary General Meeting?

A: No. Representatives of the Company will not be answering questions of general interest at the Extraordinary General Meeting.

Q: What if I do not vote on the matters relating to the proposals?

A: If you fail to vote or fail to instruct your broker or other nominee how to vote on any of the proposals, it will have no effect on such proposals. It will be treated as a “non-vote”.

Q: May I change my vote after I have delivered my proxy or voting instruction card?

A: Yes. You may change your vote at any time before the Extraordinary General Meeting. You may do this in one of two ways:

1.	by sending a completed proxy card bearing a later date than your<br> original proxy card and mailing the new proxy card to Continental Stock Transfer, 1 State Street - SC1, NY, NY 10004 so that it is<br> received prior to the Extraordinary General Meeting; or
2.	by revising your vote at www.cstproxyvote.com or https://www.cstproxy.com/diginex/2026<br> prior to 11:59 p.m. on April 10, 2026.

Your attendance at the Meeting alone will not revoke any proxy.

If your shares are held in an account at a broker or other nominee, you should contact your broker or other nominee to change your vote.

Q: Do I have appraisal rights?

A: The shareholders do not have appraisal rights with respect to the matters to be voted upon at the Extraordinary General Meeting.

Q: Whom should I call if I have questions about the proxy materials or voting procedures?

A: If you have questions about the proposals, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this notice to shareholder or the enclosed proxy card, you should contact proxy@continentalstock.com or call (917) 262-2373. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this notice to shareholder, including the annexes, please vote your shares as soon as possible so that your shares will be represented at the Extraordinary General Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

Q: Who is paying for the expenses involved in preparing and mailing this notice to shareholders?

A: All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid for by the Company. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.

Q: What Interest Do Officers and Directors Have in Matters to Be voted Upon?

A: Members of the Board of Directors and executive officers of the Company do not have any interest in any proposal that has not been disclosed to all other shareholders of the Company.

DIGINEX LIMITED

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

March 30, 2026

PROXY STATEMENT

The board of directors (the “Board of Directors”) of Diginex Limited (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Extraordinary General Meeting” or the “Meeting”) of the Company to be held on Monday, April 13, 2026 at 10:00 a.m. (Eastern Time) virtually via teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 6468308#

Registered shareholders as of March 27, 2026 (the “Record Date”) and duly appointed proxyholders will be able to attend, participate (proxyholder is not to speak at the Extraordinary General Meeting) and vote at the Meeting or any adjournment thereof in real time. Beneficial shareholders who hold their shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guests, but will not be able to participate in or vote at the Meeting.

If you wish to cast vote by proxy by mail, please do the following: (i) sign and date the proxy card, (ii) mark the boxes indicating how you wish to vote, and (iii) return the proxy card in the prepaid envelope provided. Unsigned proxy cards will not be counted. If you wish to vote by proxy over the internet, please go to the website at www.cstproxyvote.com or https://www.cstproxy.com/diginex/2026, which are listed on your proxy card or voting instruction form. Use the Internet to transmit your voting instructions until 11:59 p.m. Eastern Time on April 10, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. There may be costs associated with electronic access, such as usage charges from Internet access providers that must be paid by the shareholder. The Internet voting procedures are designed to authenticate a shareholder’s identity to allow a shareholder to vote his, her or its shares and confirm that his, her or its instructions have been properly recorded. Voting by proxy over the Internet authorizes the named proxy to vote your shares in the same manner as if you had submitted a validly executed proxy card.

Only registered holders of the Ordinary Shares of the Company of record at the close of business on “the Record Date” are entitled to attend and vote at the Meeting or at any adjournment thereof. The shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at the Meeting shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each registered holder of the Company’s Ordinary Shares shall on a poll be entitled to one vote in respect of each ordinary share held by such holder on the Record Date.

PROPOSALS TO BE VOTED ON

At the Extraordinary General Meeting, the Company’s shareholders will be asked to vote, and if thought fit, approve on the following proposals:

(a)	increase the authorised share capital<br> to US$200,000 divided into 3,960,000,000 ordinary shares of a par value of US$0.00005 each<br> (the “Existing Ordinary Shares”) and 40,000,000 preferred shares of a par<br> value of US$0.00005 each (the “Existing Preferred Shares”), by the addition<br> of 3,000,000,000 Existing Ordinary Shares;
(b)	every eight (8) issued and unissued<br> Existing Ordinary Shares be consolidated into one (1) ordinary share of a par value of US$0.0004<br> each (the “Consolidated Ordinary Share”) where the Consolidated Ordinary<br> Shares shall rank pari passu in all respect with each other and have the same rights<br> and are subject to the same restrictions (save as to par value) as the Existing Ordinary<br> Shares as set out in the existing memorandum and articles of association of the Company (the<br> “Existing MAA”);
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(c)	every eight (8) issued and unissued<br> Existing Preferred Shares be consolidated into one (1) ordinary share of a par value of US$0.0004<br> each (the “Consolidated Preferred Shares”) where the Consolidated Preferred<br> Shares shall rank pari passu in all respect with each other and have the same rights<br> and are subject to the same restrictions (save as to par value) as the Existing Preferred<br> Shares as set out in the Existing MAA; and
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(d)	all fractional entitlements to the<br> issued Consolidated Ordinary Shares and Consolidated Preferred Shares resulting from such<br> share consolidation will not be issued to the shareholders of the Company, and instead, any<br> fractional shares that would have resulted from the share consolidation will be rounded up<br> to the next whole number,
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Proposal No. 2. M&AA Amendment Proposal

a proposal, by a special resolution, subject to the Authorised Share Capital Changes taking effect, the second amended and restated memorandum and articles of association of the Company, the form of which is attached to the notice of Extraordinary General Meeting and the accompanying proxy statement as Annex 1, be adopted in its entirety and in substitution for and to the exclusion of the Existing MAA with effect upon the effectiveness of the Authorised Share Capital Changes (the “M&AA Amendment Proposal”).

The Board of Directors recommends a vote“FOR” the above Proposals.

VOTING PROCEDURE FOR HOLDERS OF ORDINARYSHARES

Shareholders entitled to vote at the Meeting may do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date, and return the attached proxy card in accordance with the instructions set out therein or virtually vote at htpps://www.cstproxy.com/diginex/2026.

PROPOSAL NO. 1 AUTHORISED SHARE CAPTIALCHANGES PROPOSAL

The Board of Directors approved, and directed that there be submitted to the shareholders of the Company for approval, a proposal to amend the Company’s authorised share capital by (i) increasing it to US$200,000 divided into 3,960,000,000 ordinary shares of a par value of US$0.00005 each and 40,000,000 preferred shares of a par value of US$0.00005 each, and (ii) consolidating all existing authorised ordinary shares and preferred shares (including both issued and unissued) of US$0.00005 par value each on an eight-to-one basis.

RESOLUTION TO BE VOTED UPON

The full text of the resolution to be proposed is as follows:

“RESOLVED, AS AN ORDINARYRESOLUTION, THAT:

the authorised share capital of the Company be amended in the manner and sequence set out below with effect on the date to be determined by the board of directors of the Company (collectively, the “Authorised Share Capital Changes”):

(a)	increase the authorised share capital<br> to US$200,000 divided into 3,960,000,000 ordinary shares of a par value of US$0.00005 each<br> (the “Existing Ordinary Shares”) and 40,000,000 preferred shares of a par<br> value of US$0.00005 each (the “Existing Preferred Shares”), by the addition<br> of 3,000,000,000 Existing Ordinary Shares;
(b)	every eight (8) issued and unissued<br> Existing Ordinary Shares be consolidated into one (1) ordinary share of a par value of US$0.0004<br> each (the “Consolidated Ordinary Share”) where the Consolidated Ordinary<br> Shares shall rank pari passu in all respect with each other and have the same rights<br> and are subject to the same restrictions (save as to par value) as the Existing Ordinary<br> Shares as set out in the existing memorandum and articles of association of the Company (the<br> “Existing MAA”);
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(c)	every eight (8) issued and unissued<br> Existing Preferred Shares be consolidated into one (1) ordinary share of a par value of US$0.0004<br> each (the “Consolidated Preferred Shares”) where the Consolidated Preferred<br> Shares shall rank pari passu in all respect with each other and have the same rights<br> and are subject to the same restrictions (save as to par value) as the Existing Preferred<br> Shares as set out in the Existing MAA; and
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(d)	all fractional entitlements to<br> the issued Consolidated Ordinary Shares and Consolidated Preferred Shares resulting from<br> such share consolidation will not be issued to the shareholders of the Company, and instead,<br> any fractional shares that would have resulted from the share consolidation will be rounded<br> up to the next whole number,
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Proposal No. 1 will be approved if there are affirmative votes of a simple majority of the votes by the shareholders entitled to vote thereon who are present in person or by duly authorized representative or by proxy at the Meeting. Abstentions and broker non-votes will have no effect on the result of the vote.

The Authorised Share Capital Changes will take effect on the date to be determined by the board of directors of the Company.

The Authorised Share Capital Changes will not affect in any way the trading of the Company’s shares on the Nasdaq Capital Market. If the amendment is passed by our shareholders, it will not be necessary for shareholders to surrender their existing share certificates.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE AUTHORIZED SHARE CHANGES.

PROPOSAL NO.2

THE ADOPTION OF THE SECOND AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board of Directors approved, and directed that there be submitted to the members of the Company for approval, as a special resolution the adoption of the Second Amended and Restated Articles of Association as set forth in Annex 1 to this proxy statement and the accompanying notice of the Extraordinary General Meeting in substitution for the Amended and Restated Memorandum and Articles of Association of the Company currently in effect, to reflect the Authorized Share Capital Increase.

RESOLUTION TO BE VOTED UPON

The full text of the resolution to be proposed is as follows:

RESOLVED, AS A SPECIAL RESOLUTION,THAT:

subject to the Authorised Share Capital Changes taking effect, the second amended and restated memorandum and articles of association of the Company, the form of which is attached to the notice of Extraordinary General Meeting and the accompanying proxy statement as Annex 1, be adopted in its entirety and in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with effect upon the effectiveness of the Authorised Share Capital Changes.

Proposal No. 2 will be approved if the affirmative vote of a majority of not less than two-thirds of the votes by the shareholders of the Company entitled to vote thereon who are present in person or by duly authorized representative or by proxy at the Meeting. Abstentions and broker non-votes will not have the effect of a vote against the M&AA Amendment Proposal.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR THE ADOPTION OF THE SECOND AMENDEDAND RESTATED ARTICLES

OF ASSOCIATION

PROPOSAL NO. 3

ADJOURNMENT PROPOSAL

The Adjournment Proposal allows the Board of Directors to adjourn the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Diginex Limited’s Shareholders, (ii) in order to solicit additional proxies from Diginex Limited’s Shareholders in favor of one or more of the proposals at the extraordinary general meeting or, (iii) as the Chairman of the extraordinary general meeting shall deem necessary in his sole and absolute discretion. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Share Capital Proposal and the M&AA Amendment Proposal at the Meeting, or the Share Capital Proposal and the M&AA Amendment Proposal are not approved by shareholders.

Consequences if the Adjournment Proposalis Not Approved

If the Adjournment Proposal is presented to the extraordinary general meeting and is not approved by the shareholders, the Board of Directors may not be able to adjourn the Meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to approve the Authorised Share Capital Changes Proposal and the M&AA Amendment Proposal. In such events, the Authorized Share Capital Increase would not be approved.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and preference shares entitled to vote and who are present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Abstentions and broker non-votes, Meeting, and otherwise will have no effect on the proposal.

The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the extraordinary general meeting be adjourned to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to the Company’s Shareholders, (ii) in order to solicit additional proxies from the Company’s Shareholders in favor of one or more of the proposals at the extraordinary general meeting or, (iii) as the chairman of the extraordinary general meeting shall deem necessary in his sole and absolute discretion.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORSRECOMMENDS A VOTE FOR THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

OTHER MATTERS

The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

Dated: March 30, 2026

By order of the Board of Directors
/s/ Miles Pelham
Miles Pelham
Chairman

Annex 1

FORM OF THE SECOND AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

CompaniesAct (Revised)

CompanyLimited by Shares

DiginexLimited

SECONDAMENDED AND RESTATED

memorandumof association

(Adopted by special resolution passed on [ ] 2026)

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Companies Act (Revised)

Company Limited by Shares

Second Amended and Restated

Memorandum of Association

Diginex Limited

(Adopted by special resolution passed on [ ] 2026)

1	The<br> name of the Company is Diginex Limited.
2	The<br> Company’s registered office will be situated at the office of Ogier Global (Cayman)<br> Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other<br> place in the Cayman Islands as the directors may at any time decide.
3	The<br> Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act<br> (Revised), the Company has full power and authority to carry out any object not prohibited<br> by any law of the Cayman Islands.
4	The<br> Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided<br> by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising<br> all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit.
5	Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses<br> without being duly licensed, namely:
(a)	the<br> business of a bank or trust company without being licensed in that behalf under the Banks<br> and Trust Companies Act (Revised); or
---	---
(b)	insurance<br> business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent<br> or broker without being licensed in that behalf under the Insurance Act (Revised);or
(c)	the<br> business of company management without being licensed in that behalf under the Companies<br> Management Act (Revised).
6	Unless<br> licensed to do so, the Company will not trade in the Cayman Islands with any person, firm<br> or corporation except in furtherance of its business carried on outside the Cayman Islands.<br> Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise<br> in the Cayman Islands any of its powers necessary for the carrying on of its business outside<br> the Cayman Islands.
---	---
7	The<br> Company is a company limited by shares and accordingly the liability of each member is limited<br> to the amount (if any) unpaid on that member’s shares.
---	---
8	The<br> share capital of the Company is US$200,000 divided into 495,000,000 ordinary shares of a<br> par value of US$0.0004 each and 5,000,000 preferred shares of a par value of US$0.0004 each.<br> However, subject to the Companies Act (Revised) and the Company’s articles of association,<br> the Company has power to do any one or more of the following:
(a)	to<br> redeem or repurchase any of its shares;
---	---
(b)	to<br> increase or reduce its capital;
---	---
(c)	to<br> issue any part of its capital (whether original, redeemed, increased or reduced):
---	---
(i)	with<br> or without any preferential, deferred, qualified or special rights, privileges or conditions;<br> or
---	---
(ii)	subject<br> to any limitations or restrictions
---	---

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

(d)	to<br> alter any of those rights, privileges, conditions, limitations or restrictions.
9	The<br> Company has power to register by way of continuation as a body corporate limited by shares<br> under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the<br> Cayman Islands.
---	---

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CompaniesAct (Revised)

CompanyLimited By Shares

DiginexLimited

SECONDAMENDED AND RESTATED

articlesof association

(Adopted by special resolution passed on [ ] 2026)

Contents

1 Definitions, interpretation and exclusion of Table A	1
Definitions	1
Interpretation	4
Exclusion<br> of Table A Articles	5
2 Shares	6
Power<br> to issue Shares and options, with or without special rights	6
Power<br> to issue fractions of a Share	6
Power<br> to pay commissions and brokerage fees	7
Trusts<br> not recognised	7
Security<br> interests	7
Power<br> to vary class rights	7
Effect<br> of new Share issue on existing class rights	8
No<br> bearer Shares or warrants	8
Treasury<br> Shares	8
Rights<br> attaching to Treasury Shares and related matters	8
Register<br> of Members	9
Rights<br> of Preferred Shares	9
Annual<br> Return	10
3 Share certificates	11
Issue<br> of share certificates	11
Renewal<br> of lost or damaged share certificates	11
4 Lien on Shares	12
Nature<br> and scope of lien	12
Company<br> may sell Shares to satisfy lien	12
Authority<br> to execute instrument of transfer	13
Consequences<br> of sale of Shares to satisfy lien	13
Application<br> of proceeds of sale	13
5 Calls on Shares and forfeiture	14
Power<br> to make calls and effect of calls	14
Time<br> when call made	14
Liability<br> of joint holders	14
Interest<br> on unpaid calls	14
Deemed<br> calls	15
Power<br> to accept early payment	15
Power<br> to make different arrangements at time of issue of Shares	15
Notice<br> of default	15
Forfeiture<br> or surrender of Shares	15
Disposal<br> of forfeited or surrendered Share and power to cancel forfeiture or surrender	16
Effect<br> of forfeiture or surrender on former Member	16
Evidence<br> of forfeiture or surrender	17
Sale<br> of forfeited or surrendered Shares	17
6 Transfer of Shares	17
---	---
Form<br> of Transfer	17
Power<br> to refuse registration for Shares not listed on a Designated Stock Exchange	17
Suspension<br> of transfers	18
Company<br> may retain instrument of transfer	18
Notice<br> of refusal to register	18
7 Transmission of Shares	19
Persons<br> entitled on death of a Member	19
Registration<br> of transfer of a Share following death or bankruptcy	19
Indemnity	19
Rights<br> of person entitled to a Share following death or bankruptcy	20
8 Alteration of capital	20
Increasing,<br> consolidating, converting, dividing and cancelling share capital	20
Dealing<br> with fractions resulting from consolidation of Shares	21
Reducing<br> share capital	21
9 Redemption and purchase of own Shares	21
Power<br> to issue redeemable Shares and to purchase own Shares	21
Power<br> to pay for redemption or purchase in cash or in specie	22
Effect<br> of redemption or purchase of a Share	22
10 Meetings of Members	22
Annual<br> and extraordinary general meetings	22
Power<br> to call meetings	23
Content<br> of notice	24
Period<br> of notice	24
Persons<br> entitled to receive notice	25
Accidental<br> omission to give notice or non-receipt of notice	25
11 Proceedings at meetings of Members	25
Quorum	25
Lack<br> of quorum	26
Chairman	26
Right<br> of a Director to attend and speak	26
Accommodation<br> of Members at Virtual Meeting	26
Security	27
Adjournment,<br> postponement and cancellation	27
Method<br> of voting	27
Taking<br> of a poll	28
Chairman’s<br> casting vote	28
Written<br> resolutions	28
Sole-Member<br> Company	30
12 Voting rights of Members	30
Right<br> to vote	30
Rights<br> of joint holders	30
Representation<br> of corporate Members	30
Member<br> with mental disorder	31
Objections<br> to admissibility of votes	31
Form<br> of proxy	31
How<br> and when proxy is to be delivered	32
Voting<br> by proxy	34
13 Number of Directors	34
---	---
14 Appointment, disqualification and removal of Directors	34
First<br> Directors	34
No<br> age limit	34
Corporate<br> Directors	34
No<br> shareholding qualification	34
Appointment<br> of Directors	34
Board’s<br> power to appoint Directors	35
Removal<br> of Directors	35
Resignation<br> of Directors	35
Termination<br> of the office of Director	35
15 Alternate Directors	36
Appointment<br> and removal	36
Notices	37
Rights<br> of alternate Director	37
Appointment<br> ceases when the appointor ceases to be a Director	37
Status<br> of alternate Director	38
Status<br> of the Director making the appointment	38
16 Powers of Directors	38
Powers<br> of Directors	38
Directors<br> below the minimum number	38
Appointments<br> to office	39
Provisions<br> for employees	39
Exercise<br> of voting rights	40
Remuneration	40
Disclosure<br> of information	40
17 Delegation of powers	41
Power<br> to delegate any of the Directors’ powers to a committee	41
Local<br> boards	41
Power<br> to appoint an agent of the Company	42
Power<br> to appoint an attorney or authorised signatory of the Company	42
Borrowing<br> Powers	43
Corporate<br> Governance	43
18 Meetings of Directors	43
Regulation<br> of Directors’ meetings	43
Calling<br> meetings	43
Notice<br> of meetings	43
Use<br> of technology	44
Quorum	44
Chairman<br> or deputy to preside	44
Voting	44
Recording<br> of dissent	44
Written<br> resolutions	45
Validity<br> of acts of Directors in spite of formal defect	45
19 Permissible Directors’ interests and disclosure	45
---	---
20 Minutes	46
21 Accounts and audit	46
Auditors	46
22 Record dates	47
23 Dividends	47
Source<br> of dividends	47
Declaration<br> of dividends by Members	47
Payment<br> of interim dividends and declaration of final dividends by Directors	48
Apportionment<br> of dividends	49
Right<br> of set off	49
Power<br> to pay other than in cash	49
How<br> payments may be made	49
Dividends<br> or other monies not to bear interest in absence of special rights	50
Dividends<br> unable to be paid or unclaimed	50
24 Capitalisation of profits	50
Capitalisation<br> of profits or of any share premium account or capital redemption reserve;	50
Applying<br> an amount for the benefit of Members	51
25 Share Premium Account	51
Directors<br> to maintain share premium account	51
Debits<br> to share premium account	51
26 Seal	52
Company<br> seal	52
Duplicate<br> seal	52
When<br> and how seal is to be used	52
If<br> no seal is adopted or used	52
Power<br> to allow non-manual signatures and facsimile printing of seal	52
Validity<br> of execution	53
27 Indemnity	53
Release	54
Insurance	54
28 Notices	54
Form<br> of notices	54
Electronic<br> communications	55
Persons<br> entitled to notices	56
Persons<br> authorised to give notices	56
Delivery<br> of written notices	56
Joint<br> holders	56
Signatures	56
Giving<br> notice to a deceased or bankrupt Member	57
Date<br> of giving notices	57
Saving<br> provision	58
29 Authentication of Electronic Records	58
Application<br> of Articles	58
Authentication<br> of documents sent by Members by Electronic means	58
Authentication<br> of document sent by the Secretary or Officers of the Company by Electronic means	59
Manner<br> of signing	59
Saving<br> provision	59
30 Transfer by way of continuation	60
31 Winding up	60
Distribution<br> of assets in specie	60
No<br> obligation to accept liability	60
32 Amendment of Memorandum and Articles	60
Power<br> to change name or amend Memorandum	60
Power<br> to amend these Articles	60

Companies Act (Revised)

Company Limited by Shares

Second Amended and Restated Articles of Association

DiginexLimited

(Adopted by special resolution passed on [ ] 2026)

1	Definitions, interpretation and exclusion of Table A

Definitions

1.1	In<br> these Articles, the following definitions apply:

Act means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

Articlesmeans, as appropriate:

(a)	these<br> articles of association as amended from time to time: or
(b)	two<br> or more particular articles of these Articles;
---	---

and Article refers to a particular article of these Articles;

Auditors means the auditor or auditors for the time being of the Company;

Board means the board of Directors from time to time;

BusinessDay means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

CaymanIslands means the British Overseas Territory of the Cayman Islands;

ClearDays, in relation to a period of notice, means that period of calendar days excluding:

(a)	the<br> calendar day when the notice is given or deemed to be given; and
(b)	the<br> calendar day for which it is given or on which it is to take effect;
---	---

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Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Company means the above-named company;

DefaultRate means ten per cent per annum;

DesignatedStock Exchanges means Nasdaq Capital Market in the United States of America for so long as any class of the Company’s Shares are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading;

DesignatedStock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchanges;

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicCommunication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other;

ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

FullyPaid Up means:

(a)	in<br> relation to a Share with par value, means that the par value for that Share and any premium<br> payable in respect of the issue of that Share, has been fully paid or credited as paid in<br> money or money’s worth; and
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> been fully paid or credited as paid in money or money’s worth;
---	---

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GeneralMeeting means a general meeting of the Company duly constituted in accordance with the Articles;

IndependentDirector means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;

Member means any person or persons entered on the register of Members from time to time as the holder of a Share;

Memorandum means the memorandum of association of the Company as amended from time to time;

month means a calendar month;

Officer means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

OrdinaryResolution means a resolution of passed by a simple majority of the votes by Members who (being entitled to do so) vote in person or by proxy, or in the case of corporations, by their duly authorised representatives, at a General Meeting. The expression includes a written resolution signed by the requisite majority in accordance with Article 11.14;

OrdinaryShare means an ordinary share in the capital of the Company, having the rights set out in these Articles;

PartlyPaid Up means:

(a)	in<br> relation to a Share with par value, that the par value for that Share and any premium payable<br> in respect of the issue of that Share, has not been fully paid or credited as paid in money<br> or money’s worth; and
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> not been fully paid or credited as paid in money or money’s worth;
---	---

PreferredShare means a preferred share in the capital of the Company, having the rights set out in these Articles;

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

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Share means a share in the share capital of the Company and the expression:

(a)	includes<br> stock (except where a distinction between shares and stock is expressed or implied); and
(b)	where<br> the context permits, also includes a fraction of a Share;
---	---

SpecialResolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes by Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all of the Members entitled to vote at such meeting;

TreasuryShares means Shares held in treasury pursuant to the Act and Article 2.13;

U.S.Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; and

VirtualMeeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate by means of Electronic Communication Facilities.

Interpretation

1.2	In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise<br> requires:
(a)	A<br> reference in these Articles to a statute is a reference to a statute of the Cayman Islands<br> as known by its short title, and includes:
---	---
(i)	any<br> statutory modification, amendment or re-enactment; and
---	---
(ii)	any<br> subordinate legislation or regulations issued under that statute.
---	---

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

(b)	Headings<br> are inserted for convenience only and do not affect the interpretation of these Articles,<br> unless there is ambiguity.

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| --- | | (c) | If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day. | | --- | --- | | (d) | A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders. | | --- | --- | | (e) | A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency. | | --- | --- | | (f) | Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning. | | --- | --- | | (g) | All references to time are to be calculated by reference to time in the place where the Company’s registered office is located. | | --- | --- | | (h) | The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied. | | --- | --- | | (i) | The words including, include and in particular or any similar expression are to be construed without limitation. | | --- | --- | | (j) | The term “present” means, in respect of any person attending a meeting, such person’s presence at a general meeting of Members (or any meeting of the holders of any class of Shares), which may be satisfied by means of such person or, if a corporation or other non-natural person, its duly authorized representative (or, in the case of any Member, a proxy which has been validly appointed by such Member in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Electronic Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Electronic Communication Facilities. | | --- | --- | | 1.3 | The headings in these Articles are intended for convenience only and shall not affect the interpretation of these Articles. | | --- | --- |

Exclusion of Table A Articles

1.4	The<br> regulations contained in Table A in the First Schedule of the Act and any other regulations<br> contained in any statute or subordinate legislation are expressly excluded and do not apply<br> to the Company.

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2	Shares

Power to issue Shares and options, with or without special rights

2.1	Subject<br> to the provisions of the Act and these Articles about the redemption and purchase of the<br> Shares (and to any direction that may be given by the Company in General Meeting) and, where<br> applicable, the rules and regulations of the Designated Stock Exchange, the Commission and/or<br> any other competent regulatory authority or otherwise under applicable law, the Directors<br> have general and unconditional authority to allot (with or without confirming rights of renunciation),<br> issue, grant options over or otherwise deal with any unissued Shares to such persons, at<br> such times and on such terms and conditions as they may decide. No Share may be issued at<br> a discount except in accordance with the provisions of the Act.
2.2	Without<br> limitation to the preceding Article, the Directors may so deal with the unissued Shares:
---	---
(a)	either<br> at a premium or at par; or
---	---
(b)	with<br> or without preferred, deferred or other special rights or restrictions, whether in regard<br> to dividend, voting, return of capital or otherwise.
---	---
2.3	Without<br> limitation to the two preceding Articles,
---	---
(a)	the<br> Company may issue rights, options, warrants or convertible securities or securities of similar<br> nature conferring the right upon the holders thereof to subscribe for, purchase or receive<br> any class of Shares or other securities in the Company at such times and on such terms and<br> conditions as the Directors may decide; and
---	---
(b)	the<br> Directors may refuse to accept any application for Shares, and may accept any application<br> in whole or in part, for any reason or for no reason.
---	---

Power to issue fractions of a Share

2.4	Subject<br> to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share<br> shall be subject to and carry the corresponding fraction of liabilities (whether with respect<br> to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,<br> rights and other attributes of a Share of that class of Shares.

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Power to pay commissions and brokerage fees

2.5	The<br> Company may pay a commission to any person in consideration of that person:
(a)	subscribing<br> or agreeing to subscribe, whether absolutely or conditionally; or
---	---
(b)	procuring<br> or agreeing to procure subscriptions, whether absolute or conditional,
---	---

for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

2.6	The<br> Company may employ a broker in the issue of its capital and pay him any proper commission<br> or brokerage.

Trusts not recognised

2.7	Except<br> as required by the Act:
(a)	no<br> person shall be recognised by the Company as holding any Share on any trust; and
---	---
(b)	no<br> person other than the Member shall be recognised by the Company as having any right in a<br> Share.
---	---

Security interests

2.8	Notwithstanding<br> the preceding Article, the Company may (but shall not be obliged to) recognise a security<br> interest of which it has actual notice over shares. The Company shall not be treated as having<br> recognised any such security interest unless it has so agreed in writing with the secured<br> party.

Power to vary class rights

2.9	If<br> the share capital is divided into different classes of Shares then, unless the terms on which<br> a class of Shares was issued state otherwise, the rights attaching to a class of Shares may<br> only be varied if one of the following applies:
(a)	the<br> Members holding not less than two-thirds of the issued Shares of that class consent in writing<br> to the variation; or
---	---
(b)	the<br> variation is made with the sanction of a Special Resolution passed at a separate general<br> meeting of the Members holding the issued Shares of that class.
---	---

For the purpose of Article 2.9(b), all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class.

2.10	For<br> the purposes of a separate class meeting, the Directors may treat two or more or all the<br> classes of Shares as forming one class of Shares if the Directors consider that such classes<br> of Shares would be affected in the same way by the proposals under consideration, but in<br> any other case shall treat them as separate classes of Shares.

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Effect of new Share issue on existing class rights

2.11

Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class. The rights attached to, or otherwise conferred upon the holders of, the Shares of any class shall not be deemed to be materially adversely varied by the creation or issue of Preferred Shares with preferred or other rights prescribed according to Article 2.20 including, without limitation, the creation of Shares with enhanced or weighted voting rights

No bearer Shares or warrants

2.12	The<br> Company shall not issue Shares or warrants to bearers.

Treasury Shares

2.13	Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the<br> Act shall be held as Treasury Shares and not treated as cancelled if:
(a)	the<br> Directors so determine prior to the purchase, redemption or surrender of those shares; and
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(b)	the<br> relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
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Rights attaching to Treasury Shares and related matters

2.14	No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company’s assets (including any distribution of assets to Members on a winding<br> up) may be made to the Company in respect of a Treasury Share.
2.15	The<br> Company shall be entered in the register of Members as the holder of the Treasury Shares.<br> However:
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(a)	the<br> Company shall not be treated as a Member for any purpose and shall not exercise any right<br> in respect of the Treasury Shares, and any purported exercise of such a right shall be void;<br> and
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(b)	a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company<br> and shall not be counted in determining the total number of issued shares at any given time,<br> whether for the purposes of these Articles or the Act.
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| --- | | 2.16 | Nothing in Article 2.15 prevents an allotment of Shares as Fully Paid Up bonus shares in respect of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. | | --- | --- | | 2.17 | Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the Directors determine. | | --- | --- |

2.18	The<br> Directors shall keep or cause to be kept a register of Members as required by the Act and<br> may cause the Company to maintain one or more branch registers as contemplated by the Act,<br> provided that where the Company is maintaining one or more branch registers, the Directors<br> shall ensure that a duplicate of each branch register is kept with the Company’s principal<br> register of Members and updated within such number of days of any amendment having been made<br> to such branch register as may be required by the Act.
2.19	The<br> title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in<br> accordance with the laws applicable to the rules and regulations of the Designated Stock<br> Exchange and, for these purposes, the register of Members may be maintained in accordance<br> with section 40B of the Act.
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2.18

The Directors shall keep or cause to be kept a register of Members as required by the Act and may cause the Company to maintain one or more branch registers as contemplated by the Act, provided that where the Company is maintaining one or more branch registers, the Directors shall ensure that a duplicate of each branch register is kept with the Company’s principal register of Members and updated within such number of days of any amendment having been made to such branch register as may be required by the Act.

2.19

The title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the register of Members may be maintained in accordance with section 40B of the Act.

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Rights of Preferred Shares

2.20	Before<br> any Preferred Shares of any series are issued, the Directors shall fix, by resolution or<br> resolutions, the following provisions of such series:
(a)	the<br> designation of such series and the number of Preferred Shares to constitute such series;
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(b)	whether<br> the shares of such series shall have voting rights, in addition to any voting rights provided<br> by Law, and, if so, the terms of such voting rights, which may be general or limited;
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(c)	the<br> dividends, if any, payable on such series, whether any such dividends shall be cumulative,<br> and, if so, from what dates, the conditions and dates upon which such dividends shall be<br> payable, the preference or relation which such dividends shall bear to the dividends payable<br> on any Shares of any other class of Shares or any other series of Preferred Shares;
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| --- | | (d) | whether the Preferred Shares or such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption; | | --- | --- | | (e) | the amount or amounts payable upon Preferred Shares of such series upon, and the rights of the holders of such series in, a voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Company; | | --- | --- | | (f) | whether the Preferred Shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the Preferred Shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation of the retirement or sinking fund; | | --- | --- | | (g) | whether the Preferred Shares of such series shall be convertible into, or exchangeable for, Shares of any other class of Shares or any other series of Preferred Shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange; | | --- | --- | | (h) | the limitations and restrictions, if any, to be effective while any Preferred Shares or such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing Shares or Shares of any other class of Shares or any other series of Preferred Shares; | | --- | --- | | (i) | the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional Shares, including additional shares of such series or of any other class of Shares or any other series of Preferred Shares; and | | --- | --- | | (j) | any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions of any other class of Shares or any other series of Preferred Shares. | | --- | --- |

Annual Return

2.21	The<br> Directors in each calendar year shall prepare or cause to be prepared an annual return and<br> declaration setting forth the particulars required by the Act and shall deliver a copy thereof<br> to the registrar of companies for the Cayman Islands.

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Issue of share certificates

3.1	A<br> Member shall only be entitled to a share certificate if the Directors resolve that share<br> certificates shall be issued. Share certificates representing Shares, if any, shall be in<br> such form as the Directors may determine. If the Directors resolve that share certificates<br> shall be issued, upon being entered in the register of Members as the holder of a Share,<br> the Directors may issue to any Member:
(a)	without<br> payment, one certificate for all the Shares of each class held by that Member (and, upon<br> transferring a part of the Member’s holding of Shares of any class, to a certificate<br> for the balance of that holding); and
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(b)	upon<br> payment of such reasonable sum as the Directors may determine for every certificate after<br> the first, several certificates each for one or more of that Member’s Shares.
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3.2	Every<br> certificate shall specify the number, class and distinguishing numbers (if any) of the Shares<br> to which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may<br> be executed under seal or executed in such other manner as the Directors determine.
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3.3	Every<br> certificate shall bear legends required under the applicable laws, including the U.S. Securities<br> Act (to the extent applicable).
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3.4	The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by<br> several persons and delivery of a certificate for a Share to one joint holder shall be a<br> sufficient delivery to all of them.
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Renewal of lost or damaged share certificates

3.5	If<br> a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms<br> (if any) as to:
(a)	evidence;
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(b)	indemnity;
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(c)	payment<br> of the expenses reasonably incurred by the Company in investigating the evidence; and
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(d)	payment<br> of a reasonable fee, if any for issuing a replacement share certificate,
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as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

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Nature and scope of lien

4.1	The<br> Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered<br> in the name of a Member (whether solely or jointly with others). The lien is for all monies<br> payable to the Company by the Member or the Member’s estate:
(a)	either<br> alone or jointly with any other person, whether or not that other person is a Member; and
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(b)	whether<br> or not those monies are presently payable.
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4.2	At<br> any time the Board may declare any Share to be wholly or partly exempt from the provisions<br> of this Article.
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Company may sell Shares to satisfy lien

4.3	The<br> Company may sell any Shares over which it has a lien if all of the following conditions are<br> met:

(a)	the<br> sum in respect of which the lien exists is presently payable;
(b)	the<br> Company gives notice to the Member holding the Share (or to the person entitled to it in<br> consequence of the death or bankruptcy of that Member) demanding payment and stating that<br> if the notice is not complied with the Shares may be sold; and
---	---
(c)	that<br> sum is not paid within fourteen (14) Clear Days after that notice is deemed to be given under<br> these Articles,
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and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

4.4	The<br> Lien Default Shares may be sold in such manner as the Board determines.
4.5	To<br> the maximum extent permitted by law, the Directors shall incur no personal liability to the<br> Member concerned in respect of the sale.
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Authority to execute instrument of transfer

4.6	To<br> give effect to a sale, the Directors may authorise any person to execute an instrument of<br> transfer of the Lien Default Shares sold to, or in accordance with the directions of, the<br> purchaser.
4.7	The<br> title of the transferee of the Lien Default Shares shall not be affected by any irregularity<br> or invalidity in the proceedings in respect of the sale.
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Consequences of sale of Shares to satisfy lien

4.8	On<br> a sale pursuant to the preceding Articles:
(a)	the<br> name of the Member concerned shall be removed from the register of Members as the holder<br> of those Lien Default Shares; and
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(b)	that<br> person shall deliver to the Company for cancellation the certificate (if any) for those Lien<br> Default Shares.
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4.9	Notwithstanding<br> the provisions of Article 4.8, such person shall remain liable to the Company for all monies<br> which, at the date of sale, were presently payable by him to the Company in respect of those<br> Lien Default Shares. That person shall also be liable to pay interest on those monies from<br> the date of sale until payment at the rate at which interest was payable before that sale<br> or, failing that, at the Default Rate. The Board may waive payment wholly or in part or enforce<br> payment without any allowance for the value of the Lien Default Shares at the time of sale<br> or for any consideration received on their disposal.
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Application of proceeds of sale

4.10	The<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much<br> of the sum for which the lien exists as is presently payable. Any residue shall be paid to<br> the person whose Lien Default Shares have been sold:
(a)	if<br> no certificate for the Lien Default Shares was issued, at the date of the sale; or
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(b)	if<br> a certificate for the Lien Default Shares was issued, upon surrender to the Company of that<br> certificate for cancellation
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but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

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Power to make calls and effect of calls

5.1	Subject<br> to the terms of allotment, the Board may make calls on the Members in respect of any monies<br> unpaid on their Shares including any premium. The call may provide for payment to be by instalments.<br> Subject to receiving at least 14 Clear Days’ notice specifying when and where payment<br> is to be made, each Member shall pay to the Company the amount called on his Shares as required<br> by the notice.
5.2	Before<br> receipt by the Company of any sum due under a call, that call may be revoked in whole or<br> in part and payment of a call may be postponed in whole or in part. Where a call is to be<br> paid in instalments, the Company may revoke the call in respect of all or any remaining instalments<br> in whole or in part and may postpone payment of all or any of the remaining instalments in<br> whole or in part.
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5.3	A<br> Member on whom a call is made shall remain liable for that call notwithstanding the subsequent<br> transfer of the Shares in respect of which the call was made. He shall not be liable for<br> calls made after he is no longer registered as Member in respect of those Shares.
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Time when call made

5.4	A<br> call shall be deemed to have been made at the time when the resolution of the Directors authorising<br> the call was passed.

Liability of joint holders

5.5	Members<br> registered as the joint holders of a Share shall be jointly and severally liable to pay all<br> calls in respect of the Share.

Interest on unpaid calls

5.6	If<br> a call remains unpaid after it has become due and payable the person from whom it is due<br> and payable shall pay interest on the amount unpaid from the day it became due and payable<br> until it is paid:
(a)	at<br> the rate fixed by the terms of allotment of the Share or in the notice of the call; or
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(b)	if<br> no rate is fixed, at the Default Rate.
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The Directors may waive payment of the interest wholly or in part.

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Deemed calls

5.7	Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,<br> shall be deemed to be payable as a call. If the amount is not paid when due the provisions<br> of these Articles shall apply as if the amount had become due and payable by virtue of a<br> call.

Power to accept early payment

5.8	The<br> Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares<br> held by him although no part of that amount has been called up.

Power to make different arrangements at time of issue of Shares

5.9	Subject<br> to the terms of allotment, the Directors may make arrangements on the issue of Shares to<br> distinguish between Members in the amounts and times of payment of calls on their Shares.

Notice of default

5.10	If<br> a call remains unpaid after it has become due and payable the Directors may give to the person<br> from whom it is due not less than 14 Clear Days’ notice requiring payment of:
(a)	the<br> amount unpaid;
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(b)	any<br> interest which may have accrued; and
---	---
(c)	any<br> expenses which have been incurred by the Company due to that person’s default.
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5.11	The<br> notice shall state the following:
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(a)	the<br> place where payment is to be made; and
---	---
(b)	a<br> warning that if the notice is not complied with the Shares in respect of which the call is<br> made will be liable to be forfeited.
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Forfeiture or surrender of Shares

5.12

If the notice given pursuant to Article 5.10 is not complied with, the Directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other monies payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the Board may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

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Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

5.13

A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the Share to the transferee. The Directors may accept the surrender for no consideration of any Share in accordance with the Act.

Effect of forfeiture or surrender on former Member

5.14	On<br> forfeiture or surrender:
(a)	the<br> name of the Member concerned shall be removed from the register of Members as the holder<br> of those Shares and that person shall cease to be a Member in respect of those Shares; and
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(b)	that<br> person shall surrender to the Company for cancellation the certificate (if any) for the forfeited<br> or surrendered Shares.
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5.15	Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company<br> for all monies which at the date of forfeiture or surrender were presently payable by him<br> to the Company in respect of those Shares together with:
---	---
(a)	all<br> expenses; and
---	---
(b)	interest<br> from the date of forfeiture or surrender until payment:
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(i)	at<br> the rate of which interest was payable on those monies before forfeiture; or
---	---
(ii)	if<br> no interest was so payable, at the Default Rate.
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The Directors, however, may waive payment wholly or in part.

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Evidence of forfeiture or surrender

5.16	A<br> declaration, whether statutory or under oath, made by a Director or the Secretary shall be<br> conclusive evidence of the following matters stated in it as against all persons claiming<br> to be entitled to forfeited Shares:
(a)	that<br> the person making the declaration is a Director or Secretary of the Company, and
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(b)	that<br> the particular Shares have been forfeited or surrendered on a particular date.
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Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

5.17	Any<br> person to whom the forfeited or surrendered Shares are disposed of shall not be bound to<br> see to the application of the consideration, if any, of those Shares nor shall his title<br> to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect<br> of, the forfeiture, surrender or disposal of those Shares.
6	Transfer of Shares
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Form of Transfer

6.1	Subject<br> to the following Articles about the transfer of Shares, and provided that such transfer complies<br> with applicable rules of the Designated Stock Exchange, a Member may freely transfer Shares<br> to another person by completing an instrument of transfer in a common form or in a form prescribed<br> by the Designated Stock Exchange (if such Shares are listed on the Designated Stock Exchange)<br> or in any other form approved by the Directors, executed:
(a)	where<br> the Shares are Fully Paid, by or on behalf of that Member; and
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(b)	where<br> the Shares are partly paid, by or on behalf of that Member and the transferee.
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Power to refuse registration for Shares not listed on a Designated Stock Exchange

6.2	Where<br> the Shares of any class in question are not listed on or subject to the rules of any Designated<br> Stock Exchange, the Directors may in their absolute discretion decline to register any transfer<br> of such Shares which are not Fully Paid Up or on which the Company has a lien. The Directors<br> may also, but are not required to, decline to register any transfer of any such Share, unless:
(a)	the<br> instrument of transfer is lodged with the Company, accompanied by the certificate (if any)<br> for the Shares to which it relates and such other evidence as the Board may reasonably require<br> to show the right of the transferor to make the transfer;
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(b)	the<br> instrument of transfer is in respect of only one class of Shares;
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| --- | | (c) | the instrument of transfer is properly stamped, if required; | | --- | --- | | (d) | in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; | | --- | --- | | (e) | the Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and | | --- | --- | | (f) | any applicable fee of such maximum sum as the Designated Stock Exchanges may determine to be payable, or such lesser sum as the Board may from time to time require, related to the transfer is paid to the Company. | | --- | --- |

Suspension of transfers

6.3

The registration of transfers may, on fourteen (14) Clear Days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the register of Members closed for more than 30 Clear Days in any year.

Company may retain instrument of transfer

6.4	All<br> instruments of transfer that are registered shall be retained by the Company.

Notice of refusal to register

6.5	If<br> the Directors refuse to register a transfer of any Shares of any class not listed on a Designated<br> Stock Exchange, they shall within one (1) month after the date on which the instrument of<br> transfer was lodged with the Company send to each of the transferor and the transferee notice<br> of the refusal.
6.6	The<br> transferor shall be deemed to remain the holder of a Share until the name of the transferee<br> is entered into the Register of Members.
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Persons entitled on death of a Member

7.1	If<br> a Member dies, the only persons recognised by the Company as having any title to the deceased<br> Members’ interest are the following:
(a)	where<br> the deceased Member was a joint holder, the survivor or survivors; and
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(b)	where<br> the deceased Member was a sole holder, that Member’s personal representative or representatives.
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7.2	Nothing<br> in these Articles shall release the deceased Member’s estate from any liability in<br> respect of any Share, whether the deceased was a sole holder or a joint holder.
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Registration of transfer of a Share following death or bankruptcy

7.3	A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member<br> may elect to do either of the following:
(a)	to<br> become the holder of the Share; or
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(b)	to<br> transfer the Share to another person.
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7.4	That<br> person must produce such evidence of his entitlement as the Directors may properly require.
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7.5	If<br> the person elects to become the holder of the Share, he must give notice to the Company to<br> that effect. For the purposes of these Articles, that notice shall be treated as though it<br> were an executed instrument of transfer.
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7.6	If<br> the person elects to transfer the Share to another person then:
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(a)	if<br> the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and
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(b)	if<br> the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument<br> of transfer.
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7.7	All<br> the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,<br> the instrument of transfer.
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Indemnity

7.8	A<br> person registered as a Member by reason of the death or bankruptcy of another Member shall<br> indemnify the Company and the Directors against any loss or damage suffered by the Company<br> or the Directors as a result of that registration.

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Rights of person entitled to a Share following death or bankruptcy

7.9

A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares.

Alteration of capital

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Increasing, consolidating, converting, dividing and cancelling share capital

8.1	To<br> the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of<br> the following and amend its Memorandum for that purpose:
(a)	increase<br> its share capital by new Shares of the amount fixed by that Ordinary Resolution and with<br> the attached rights, priorities and privileges set out in that Ordinary Resolution;
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(b)	consolidate<br> and divide all or any of its share capital into Shares of larger amount than its existing<br> Shares;
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(c)	convert<br> all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares<br> of any denomination;
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(d)	sub-divide<br> its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,<br> so, however, that in the sub-division, the proportion between the amount paid and the amount,<br> if any, unpaid on each reduced Share shall be the same as it was in case of the Share from<br> which the reduced Share is derived; and
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(e)	cancel<br> Shares which, at the date of the passing of that Ordinary Resolution, have not been taken<br> or agreed to be taken by any person, and diminish the amount of its share capital by the<br> amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish<br> the number of Shares into which its capital is divided.
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Dealing with fractions resulting from consolidation of Shares

8.2	Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions<br> of a Share the Directors may on behalf of those Members deal with the fractions as it thinks<br> fit, including (without limitation):
(a)	either<br> round up or down the fraction to the nearest whole number, such rounding to be determined<br> by the Directors acting in their sole discretion;
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(b)	sell<br> the Shares representing the fractions for the best price reasonably obtainable to any person<br> (including, subject to the provisions of the Act, the Company); or
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(c)	distribute<br> the net proceeds in due proportion among those Members.
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8.3	For<br> the purposes of Article 8.2, the Directors may authorise some person to execute an instrument<br> of transfer of the Shares to, in accordance with the directions of, the purchaser. The transferee<br> shall not be bound to see to the application of the purchase money nor shall the transferee’s<br> title to the Shares be affected by any irregularity in, or invalidity of, the proceedings<br> in respect of the sale.
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Reducing share capital

8.4	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may, by Special Resolution, reduce its share capital in any<br> way.
9	Redemption and purchase of own Shares
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Power to issue redeemable Shares and to purchase own Shares

9.1	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may by its Directors:
(a)	issue<br> Shares that are to be redeemed or liable to be redeemed, at the option of the Company or<br> the Member holding those redeemable Shares, on the terms and in the manner its Directors<br> determine before the issue of those Shares;
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(b)	with<br> the consent by Special Resolution of the Members holding Shares of a particular class, vary<br> the rights attaching to that class of Shares so as to provide that those Shares are to be<br> redeemed or are liable to be redeemed at the option of the Company on the terms and in the<br> manner which the Directors determine at the time of such variation; and
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(c)	purchase<br> all or any of its own Shares of any class including any redeemable Shares on the terms and<br> in the manner which the Directors determine at the time of such purchase.
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The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

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Power to pay for redemption or purchase in cash or in specie

9.2	When<br> making a payment in respect of the redemption or purchase of Shares, the Directors may make<br> the payment in cash or in specie (or partly in one and partly in the other) if so<br> authorised by the terms of the allotment of those Shares or by the terms applying to those<br> Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding<br> those Shares.

Effect of redemption or purchase of a Share

9.3	Upon<br> the date of redemption or purchase of a Share:
(a)	the<br> Member holding that Share shall cease to be entitled to any rights in respect of the Share<br> other than the right to receive:
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(i)	the<br> price for the Share; and
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(ii)	any<br> dividend declared in respect of the Share prior to the date of redemption or purchase;
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(b)	the<br> Member’s name shall be removed from the register of Members with respect to the Share;<br> and
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(c)	the<br> Share shall be cancelled or held as a Treasury Share, as the Directors may determine.
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9.4	For<br> the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s<br> name is removed from the register of Members with respect to the Shares the subject of the<br> redemption or purchase.
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10	Meetings of Members
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Annual and extraordinary general meetings

10.1	The<br> Company may, but shall not (unless required by the applicable Designated Stock Exchange Rules)<br> be obligated to, in each year hold a general meeting as an annual general meeting, which,<br> if held, shall be convened by the Board, in accordance with these Articles.
10.2	All<br> general meetings other than annual general meetings shall be called extraordinary general<br> meetings.
---	---

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Power to call meetings

10.3	The<br> Directors may call a general meeting at any time.
10.4	If<br> there are insufficient Directors to constitute a quorum and the remaining Directors are unable<br> to agree on the appointment of additional Directors, the Directors must call a general meeting<br> for the purpose of appointing additional Directors.
---	---
10.5	The<br> Directors must also call a general meeting if requisitioned in the manner set out in the<br> next two Articles.
---	---
10.6	The<br> requisition must be in writing and given by one or more Members who together hold at least<br> ten (10) per cent of the rights to vote at such general meeting.
---	---
10.7	The<br> requisition must also:
---	---
(a)	specify<br> the purpose of the meeting.
---	---
(b)	be<br> signed by or on behalf of each requisitioner (and for this purpose each joint holder shall<br> be obliged to sign). The requisition may consist of several documents in like form signed<br> by one or more of the requisitioners; and
---	---
(c)	be<br> delivered in accordance with the notice provisions.
---	---
10.8	Should<br> the Directors fail to call a general meeting within 21 Clear Days’ from the date of<br> receipt of a requisition, the requisitioners or any of them may call a general meeting within<br> three months after the end of that period.
---	---
10.9	Without<br> limitation to the foregoing, if there are insufficient Directors to constitute a quorum and<br> the remaining Directors are unable to agree on the appointment of additional Directors, any<br> one or more Members who together hold at least five (5) per cent of the rights to vote at<br> a general meeting may call a general meeting for the purpose of considering the business<br> specified in the notice of meeting which shall include as an item of business the appointment<br> of additional Directors.
---	---
10.10	If<br> the Members call a meeting under the above provisions, the Company shall reimburse their<br> reasonable expenses.
---	---

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Content of notice

10.11	Notice<br> of a general meeting shall specify each of the following:
(a)	the<br> place, the date and the hour of the meeting;
---	---
(b)	whether<br> the meeting will be held virtually, at a physical place or both;
---	---
(c)	if<br> the meeting is to be held in any part at a physical place, the address of such place;
---	---
(d)	if<br> the meeting is to be held in two or more places, or in any part virtually, the Electronic<br> Communication Facilities that will be used to facilitate the meeting, including the procedures<br> to be followed by any Member or other participant of the meeting who wishes to utilise such<br> Electronic Communication Facilities for the purposes of attending and participating in such<br> meeting;
---	---
(e)	subject<br> to paragraph (f) and the requirements of (to the extent applicable) the Designated Stock<br> Exchange Rules, the general nature of the business to be transacted; and
---	---
(f)	if<br> a resolution is proposed as a Special Resolution, the text of that resolution.
---	---
10.12	In<br> each notice there shall appear with reasonable prominence the following statements:
---	---
(a)	that<br> a Member who is entitled to attend and vote is entitled to appoint one or more proxies to<br> attend and vote instead of that Member; and
---	---
(b)	that<br> a proxyholder need not be a Member.
---	---

Period of notice

10.13	At<br> least five (5) Clear Days’ notice must be given to Members for any general meeting.
10.14	Subject<br> to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent<br> of the Member or Members who, individually or collectively, hold at least ninety (90) per<br> cent of the voting rights of all those who have a right to vote at that meeting.
---	---

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Persons entitled to receive notice

10.15	Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice<br> shall be given to the following people:
(a)	the<br> Members;
---	---
(b)	persons<br> entitled to a Share in consequence of the death or bankruptcy of a Member;
---	---
(c)	the<br> Directors; and
---	---
(d)	the<br> Auditors (if appointed).
---	---
10.16	The<br> Board may determine that the Members entitled to receive notice of, attend and vote at a<br> meeting are those persons entered on the register of Members at the close of business on<br> a day determined by the Board.
---	---

Accidental omission to give notice or non-receipt of notice

10.17	Proceedings<br> at a meeting shall not be invalidated by the following:
(a)	an<br> accidental failure to give notice of the meeting to any person entitled to notice; or
---	---
(b)	non-receipt<br> of notice of the meeting by any person entitled to notice.
---	---
10.18	In<br> addition, where a notice of meeting is published on a website proceedings at the meeting<br> shall not be invalidated merely because it is accidentally published:
---	---
(a)	in<br> a different place on the website; or
---	---
(b)	for<br> part only of the period from the date of the notification until the conclusion of the meeting<br> to which the notice relates.
---	---
11	Proceedings at meetings of Members
---	---

Quorum

11.1	Save<br> as provided in the following Article, no business shall be transacted at any meeting unless<br> a quorum is present in person or by proxy at the meeting. A quorum is as follows:
(a)	if<br> the Company has only one Member: that Member; or
---	---
(b)	if<br> the Company has more than one Member, one or more Members holding Shares that represent not<br> less than one-third of the outstanding Shares carrying the right to vote at such general<br> meeting.
---	---

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Lack of quorum

11.2	If<br> a quorum is not present at the meeting within fifteen minutes of the time appointed for the<br> meeting, or if at any time during the meeting it becomes inquorate, then the following provisions<br> apply:
(a)	If<br> the meeting was requisitioned by Members, it shall be cancelled.
---	---
(b)	In<br> any other case, the meeting shall stand adjourned to the same time and place seven (7) days<br> hence, or to such other time or place as is determined by the Directors. If a quorum is not<br> present at the meeting within fifteen minutes of the time appointed for the adjourned meeting,<br> then the Members present in person or by proxy at the meeting shall constitute a quorum.
---	---

Chairman

11.3

The chairman of a general meeting (including any Virtual Meeting) shall be the chairman of the Board or such other Director as the Directors may determine. Absent any such person being present at the meeting within fifteen minutes of the time appointed for the meeting, the Directors present shall elect one of their number to chair the meeting. The chairman of the meeting shall be entitled to attend and participate at any such general meeting by means of Electronic Communication Facilities, and to act as the chairman of such general meeting, in which event the chairman of the meeting shall be deemed to be present at the meeting.

11.4

If no Director is present within fifteen minutes of the time appointed for the meeting, or if no Director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

---

Right of a Director to attend and speak

11.5	Even<br> if a Director is not a Member, he shall be entitled to attend and speak at any general meeting<br> and at any separate meeting of Members holding a particular class of Shares.

Accommodation of Members at Virtual Meeting

11.6	A<br> Member entitled to receive notice and attend a meeting will be deemed to be in attendance<br> at such meeting despite their attendance being virtual if adequate facilities are available<br> to ensure that the Member is able to:
(a)	to<br> participate in the business for which the meeting has been convened; and
---	---
(b)	to<br> hear all that happens at the meeting.
---	---

Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

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Security

11.7

In addition to any measures which the Board may be required to take due to the location or venue of the meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances to ensure the security of a meeting including, without limitation, the searching of any person attending the meeting and the imposing of restrictions on the items of personal property that may be taken into the meeting place. The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with any such arrangements or restrictions.

Adjournment, postponement and cancellation

11.8	A<br> meeting may be:
(a)	postponed<br> or cancelled prior to the meeting at the discretion of the Directors by written notice provided<br> to all persons entitled to attend the meeting, unless the meeting was requisitioned by Members<br> or otherwise called by Members pursuant to Article 10; or
---	---
(b)	adjourned,<br> with or without an appointed date for resumption, at any time during the meeting at the discretion<br> of the chairman with the consent of the Members constituting a quorum
---	---

The chairman must adjourn the meeting if so directed by the Members constituting a quorum at the meeting. No business, however, can be transacted at an adjourned or postponed meeting other than business which might properly have been transacted at the original meeting.

11.9	Should<br> a meeting be adjourned for more than seven (7) Clear Days, whether because of a lack of quorum<br> or otherwise, Members shall be given at least seven (7) Clear Days’ notice of the date,<br> time and place of the adjourned meeting and the general nature of the business to be transacted.<br> Otherwise it shall not be necessary to give any notice of the adjournment.

Method of voting

11.10	A<br> resolution put to the vote of the meeting shall be decided on a poll.

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Taking of a poll

11.11

A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held as a Virtual Meeting or in more than one place, the chairman may appoint scrutineers virtually and in more than one place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

Chairman’s casting vote

11.12	In<br> the case of an equality of votes, the Chairman of the meeting shall not be entitled to a<br> second or casting vote.

Written resolutions

11.13	Without<br> limitation to section 60(1) of the Act, Members may pass a Special Resolution in writing<br> without holding a meeting if the following conditions are met:

(a)	all<br> Members entitled to vote on the resolution are given notice of the resolution as if the same<br> were being proposed at a meeting of Members;
(b)	all<br> Members entitled so to vote;
---	---
(i)	sign<br> a document; or
---	---
(ii)	sign<br> several documents in the like form each signed by one or more of those Members; and
---	---
(c)	the<br> signed document or documents is or are delivered to the Company, including, if the Company<br> so nominates, by delivery of an Electronic Record by Electronic means to the address specified<br> for that purpose.
---	---

Such written resolution shall be as effective as if it had been passed at a duly convened and held meeting of the Members entitled to vote.

11.14	Members<br> may pass an Ordinary Resolution in writing without holding a meeting if the following conditions<br> are met:
(a)	all<br> Members entitled to vote on the resolution are:
---	---
(i)	given<br> notice of the resolution as if the same were being proposed at a meeting of Members; and
---	---
(ii)	notified<br> in the same or an accompanying notice of the date by which the resolution must be passed<br> if it is not to lapse, being a period of five (5) Clear Days beginning with the date that<br> the notice is first given;
---	---

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| --- | | (b) | the required majority of the Members entitled so to vote: | | --- | --- | | (i) | sign a document; or | | --- | --- | | (ii) | sign several documents in the like form each signed by one or more of those Members; and | | --- | --- | | (c) | the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose. | | --- | --- |

Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed upon the later of these dates: (i) subject to the following Article, the date next immediately following the end of the period of five (5) Clear Days beginning with the date that notice of the resolution is first given and (ii) the date when the required majority have so signified their agreement to the resolution. However, the proposed written resolution lapses if it is not passed before the end of the period of fourteen (14) days beginning with the date that notice of it is first given.

11.15	If<br> all Members entitled to be given notice of the Ordinary Resolution consent, a written resolution<br> may be passed as soon as the required majority have signified their agreement to the resolution,<br> without any minimum period of time having first elapsed. Save that the consent of the majority<br> may be incorporated in the written resolution, each consent shall be in writing or given<br> by Electronic Record and shall otherwise be given to the Company in accordance with Article<br> 28 (Notices) prior to the written resolution taking effect.
11.16	The<br> Directors may determine the manner in which written resolutions shall be put to Members.<br> In particular, they may provide, in the form of any written resolution, for each Member to<br> indicate, out of the number of votes the Member would have been entitled to cast at a meeting<br> to consider the resolution, how many votes he wishes to cast in favour of the resolution<br> and how many against the resolution or to be treated as abstentions. The result of any such<br> written resolution shall be determined on the same basis as on a poll.
---	---
11.17	If<br> a written resolution is described as a Special Resolution or as an Ordinary Resolution, it<br> has effect accordingly.
---	---

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Sole-Member Company

11.18	If<br> the Company has only one Member, and the Member records in writing his decision on a question,<br> that record shall constitute both the passing of a resolution and the minute of it.
12	Voting rights of Members
---	---

Right to vote

12.1	Unless<br> their Shares carry no right to vote, or unless a call or other amount presently payable has<br> not been paid, all Members are entitled to vote at a general meeting, and all Members holding<br> Shares of a particular class of Shares are entitled to vote at a meeting of the holders of<br> that class of Shares.
12.2	Members<br> may vote in person or by proxy.
---	---
12.3	On<br> a poll, a Member shall have one (1) vote for each Share he holds, unless any Share carries<br> special voting rights. A fraction of a Share shall entitle its holder to an equivalent fraction<br> of one (1) vote (or a fraction of such number of votes which such Share carries pursuant<br> to its special voting rights).
---	---
12.4	No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his<br> Shares in the same way.
---	---

Rights of joint holders

12.5	If<br> Shares are held jointly, only one of the joint holders may vote. If more than one of the<br> joint holders tenders a vote, the vote of the holder whose name in respect of those Shares<br> appears first in the register of Members shall be accepted to the exclusion of the votes<br> of the other joint holder.

Representation of corporate Members

12.6	Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative.
12.7	A<br> corporate Member wishing to act by a duly authorised representative must identify that person<br> to the Company by notice in writing.
12.8	The<br> authorisation may be for any period of time, and must be delivered to the Company before<br> the commencement of the meeting at which it is first used.

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| --- | | 12.9 | The Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice. | | --- | --- | | 12.10 | Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member. | | 12.11 | A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the Directors of the Company had actual notice of the revocation. |

Member with mental disorder

12.12

A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

12.13

For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

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Objections to admissibility of votes

12.14	An<br> objection to the validity of a person’s vote may only be raised at the meeting or at<br> the adjourned meeting at which the vote is sought to be tendered. Any objection duly made<br> shall be referred to the chairman whose decision shall be final and conclusive.

Form of proxy

12.15	An<br> instrument appointing a proxy shall be in any common form or in any other form approved by<br> the Directors.
12.16	The<br> instrument must be in writing and signed in one of the following ways:
---	---
(a)	by<br> the Member; or
---	---
(b)	by<br> the Member’s authorised attorney; or
---	---
(c)	if<br> the Member is a corporation or other body corporate, under seal or signed by an authorised<br> officer, secretary or attorney.
---	---

If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

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| --- | | 12.17 | The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy. | | --- | --- | | 12.18 | A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with Article 12.16. | | --- | --- | | 12.19 | No revocation by a Member of the appointment of a proxy made in accordance with Article 12.18 will affect the validity of any acts carried out by the relevant proxy before the Directors of the Company had actual notice of the revocation. | | --- | --- |

How and when proxy is to be delivered

12.20	Subject<br> to the following Articles, the Directors may, in the notice convening any meeting or adjourned<br> meeting, or in an instrument of proxy sent out by the Company, specify the manner by which<br> the instrument appointing a proxy shall be deposited and the place and the time (being not<br> later than the time appointed for the commencement of the meeting or adjourned meeting to<br> which the proxy relates) at which the instrument appointing a proxy shall be deposited. In<br> the absence of any such direction from the Directors in the notice convening any meeting<br> or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment<br> of a proxy and any authority under which it is signed (or a copy of the authority certified<br> notarially or in any other way approved by the Directors) must be delivered so that it is<br> received by the Company before the time for holding the meeting or adjourned meeting at which<br> the person named in the form of appointment of proxy proposes to vote. They must be delivered<br> in either of the following ways:
(a)	In<br> the case of an instrument in writing, it must be left at or sent by post:
---	---
(i)	to<br> the registered office of the Company; or
---	---
(ii)	to<br> such other place specified in the notice convening the meeting or in any form of appointment<br> of proxy sent out by the Company in relation to the meeting.
---	---

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| --- | | (b) | If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified: | | --- | --- | | (i) | in the notice convening the meeting; or | | --- | --- | | (ii) | in any form of appointment of a proxy sent out by the Company in relation to the meeting; or | | --- | --- | | (iii) | in any invitation to appoint a proxy issued by the Company in relation to the meeting. | | --- | --- | | (c) | Notwithstanding Article 12.20(a) and Article 12.20(b), the chairman of the Company may, in any event at his discretion, direct that an instrument of proxy shall be deemed to have been duly deposited. | | --- | --- | | 12.21 | If the form of appointment of proxy is not delivered on time, it is invalid. | | --- | --- | | 12.22 | When two or more valid but differing appointments of proxy are delivered or received in respect of the same Share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that Share. lf the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that Share. | | --- | --- | | 12.23 | The Board may at the expense of the Company send forms of appointment of proxy to the Members by post (that is to say, pre-paying and posting a letter), or by Electronic communication or otherwise (with or without provision for their return by pre-paid post) for use at any general meeting or at any separate meeting of the holders of any class of Shares, either blank or nominating as proxy in the alternative any one or more of the Directors or any other person. lf for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the Members entitled to be sent notice of the meeting and to vote at it. The accidental omission to send such a form of appointment or to give such an invitation to, or the non-receipt of such form of appointment by, any Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting | | --- | --- |

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Voting by proxy

12.24	A<br> proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would<br> have had except to the extent that the instrument appointing him limits those rights. Notwithstanding<br> the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting.<br> If a Member votes on any resolution a vote by his proxy on the same resolution, unless in<br> respect of different Shares, shall be invalid.
12.25	The<br> instrument appointing a proxy to vote at a meeting shall not confer any further right to<br> speak at the meeting, except with the permission of the chairman of the meeting.
---	---
13	Number of Directors
---	---
13.1	There<br> shall be a Board consisting of not less than one person provided however that the Company<br> may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless<br> fixed by Ordinary Resolution, the maximum number of Directors shall be unlimited.
---	---
14	Appointment, disqualification and removal of Directors
---	---

First Directors

14.1	The<br> first Directors shall be appointed in writing by the subscriber or subscribers to the Memorandum,<br> or a majority of them.

No age limit

14.2	There<br> is no age limit for Directors save that they must be at least eighteen years of age.

Corporate Directors

14.3	Unless<br> prohibited by law, a body corporate may be a Director. If a body corporate is a Director,<br> the Articles about representation of corporate Members at general meetings apply, mutatis<br> mutandis, to the Articles about Directors’ meetings.

No shareholding qualification

14.4	Unless<br> a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall<br> be required to own Shares as a condition of his appointment.

Appointment of Directors

14.5	A<br> Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may<br> be to fill a vacancy or as an additional Director.
14.6	The<br> remaining Director(s) may appoint a Director even though there is not a quorum of Directors.
---	---

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| --- | | 14.7 | No appointment can cause the number of Directors to exceed the maximum (if one is set); and any such appointment shall be invalid. | | --- | --- | | 14.8 | For so long as Shares are listed on a Designated Stock Exchange, the Directors shall include at least such number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules require as determined by the Board. | | --- | --- |

Board’s power to appoint Directors

14.9

Without prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.

Termof office

14.10

An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-appointment at a meeting of the Members or re-appointment by the Board.

Removal of Directors

14.11	Subject<br> to these Articles, a Director may be removed by Ordinary Resolution.

Resignation of Directors

14.12	A<br> Director may at any time resign office by giving to the Company notice in writing or, if<br> permitted pursuant to the notice provisions, in an Electronic Record delivered in either<br> case in accordance with those provisions.
14.13	Unless<br> the notice specifies a different date, the Director shall be deemed to have resigned on the<br> date that the notice is delivered to the Company.
---	---

Termination of the office of Director

14.14	A<br> Director may retire from office as a Director by giving notice in writing to that effect<br> to the Company at the registered office, which notice shall be effective upon such date as<br> may be specified in the notice, failing which upon delivery to the registered office.

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| --- | | 14.15 | Without prejudice to the provisions in these Articles for retirement (by rotation or otherwise), a Director’s office shall be terminated forthwith if: | | --- | --- | | (a) | he is prohibited by the law of the Cayman Islands from acting as a Director; or | | --- | --- | | (b) | he is made bankrupt or makes an arrangement or composition with his creditors generally; or | | --- | --- | | (c) | he resigns his office by notice to the Company; or | | --- | --- | | (d) | he only held office as a Director for a fixed term and such term expires; or | | --- | --- | | (e) | in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a Director; or | | --- | --- | | (f) | he is given notice by the majority of the other Directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such Director); or | | --- | --- | | (g) | he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or | | --- | --- | | (h) | without the consent of the other Directors, he is absent from meetings of Directors for a continuous period of six months. | | --- | --- | | 15 | Alternate Directors | | --- | --- |

Appointment and removal

15.1	Any<br> Director may appoint any other person, including another Director, to act in his place as<br> an alternate Director. No appointment shall take effect until the Director has given notice<br> of the appointment to the Board.
15.2	A<br> Director may revoke his appointment of an alternate at any time. No revocation shall take<br> effect until the Director has given notice of the revocation to the Board.
---	---
15.3	A<br> notice of appointment or removal of an alternate Director shall be effective only if given<br> to the Company by one or more of the following methods:
---	---
(a)	by<br> notice in writing in accordance with the notice provisions contained in these Articles;
---	---

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| --- | | (b) | if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine; | | --- | --- | | (c) | if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or | | --- | --- | | (d) | if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing. | | --- | --- |

Notices

15.4	All<br> notices of meetings of Directors shall continue to be given to the appointing Director and<br> not to the alternate.

Rights of alternate Director

15.5

An alternate Director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the Directors at which the appointing Director is not personally present, and generally to perform all the functions of the appointing Director in his absence. An alternate Director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate Director.

Appointment ceases when the appointor ceases to be a Director

15.6	An<br> alternate Director shall cease to be an alternate Director if:
(a)	the<br> Director who appointed him ceases to be a Director; or
---	---
(b)	the<br> Director who appointed him revokes his appointment by notice delivered to the Board or to<br> the registered office of the Company or in any other manner approved by the Board; or
---	---
(c)	in<br> any event happens in relation to him which, if he were a Director of the Company, would cause<br> his office as Director to be vacated.
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Status of alternate Director

15.7	An<br> alternate Director shall carry out all functions of the Director who made the appointment.
15.8	Save<br> where otherwise expressed, an alternate Director shall be treated as a Director under these<br> Articles.
---	---
15.9	An<br> alternate Director is not the agent of the Director appointing him.
---	---
15.10	An<br> alternate Director is not entitled to any remuneration for acting as alternate Director.
---	---

Status of the Director making the appointment

15.11	A<br> Director who has appointed an alternate is not thereby relieved from the duties which he<br> owes the Company.
16	Powers of Directors
---	---

Powers of Directors

16.1	Subject<br> to the provisions of the Act, the Memorandum and these Articles, the business of the Company<br> shall be managed by the Directors who may for that purpose exercise all the powers of the<br> Company.
16.2	No<br> prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum<br> or these Articles. However, to the extent allowed by the Act, Members may, by Special Resolution,<br> validate any prior or future act of the Directors which would otherwise be in breach of their<br> duties.
---	---

Directors below the minimum number

16.3

lf the number of Directors is less than the minimum prescribed in accordance with these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. lf there are no Director or Directors able or willing to act, any two Members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following such appointment unless he is re-elected during such meeting.

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Appointments to office

16.4	The<br> Directors may appoint a Director:
(a)	as<br> chairman of the Board;
---	---
(b)	as<br> managing Director;
---	---
(c)	to<br> any other executive office,
---	---

for such period, and on such terms, including as to remuneration as they think fit.

16.5	The<br> appointee must consent in writing to holding that office.
16.6	Where<br> a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors.
---	---
16.7	If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting<br> may select its own chairman; or the Directors may nominate one of their number to act in<br> place of the chairman should he ever not be available.
---	---
16.8	Subject<br> to the provisions of the Act, the Directors may also appoint and remove any person, who need<br> not be a Director:
---	---
(a)	as<br> Secretary; and
---	---
(b)	to<br> any office that may be required
---	---

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.

16.9	The<br> Secretary or Officer must consent in writing to holding that office.
16.10	A<br> Director, Secretary or other Officer of the Company may not the hold the office, or perform<br> the services, of auditor.
---	---

Provisions for employees

16.11	The<br> Board may make provision for the benefit of any persons employed or formerly employed by<br> the Company or any of its subsidiary undertakings (or any member of his family or any person<br> who is dependent on him) in connection with the cessation or the transfer to any person of<br> the whole or part of the undertaking of the Company or any of its subsidiary undertakings.

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Exercise of voting rights

16.12

The Board may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including, without limitation, the exercise of that power in favour of any resolution appointing any Director as a Director of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate).

Remuneration

16.13	Every<br> Director may be remunerated by the Company for the services he provides for the benefit of<br> the Company, whether as Director, employee or otherwise, and shall be entitled to be paid<br> for the expenses incurred in the Company’s business including attendance at Directors’<br> meetings.
16.14	Until<br> otherwise determined by the Company by Ordinary Resolution, the Directors (other than alternate<br> Directors) shall be entitled to such remuneration by way of fees for their services in the<br> office of Director as the Directors may determine.
---	---
16.15	Remuneration<br> may take any form and may include arrangements to pay pensions, health insurance, death or<br> sickness benefits, whether to the Director or to any other person connected to or related<br> to him.
---	---
16.16	Unless<br> his fellow Directors determine otherwise, a Director is not accountable to the Company for<br> remuneration or other benefits received from any other company which is in the same group<br> as the Company or which has common shareholdings.
---	---

Disclosure of information

16.17	Subject<br> to compliance with applicable laws, including the applicable federal securities laws of the<br> United States, the Directors may release or disclose to a third party any information regarding<br> the affairs of the Company, including any information contained in the register of Members<br> relating to a Member, (and they may authorise any Director, Officer or other authorised agent<br> of the Company to release or disclose to a third party any such information in his possession)<br> if:
(a)	the<br> Company or that person, as the case may be, is lawfully required to do so under the laws<br> of any jurisdiction to which the Company is subject; or
---	---
(b)	such<br> disclosure is in compliance with the Designated Stock Exchange Rules; or
---	---
(c)	such<br> disclosure is in accordance with any contract entered into by the Company; or
---	---
(d)	the<br> Directors are of the opinion such disclosure would assist or facilitate the Company’s<br> operations.
---	---

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Power to delegate any of the Directors’ powers to a committee

17.1	The<br> Directors may delegate any of their powers to any committee consisting of one or more persons<br> who need not be Members. Persons on the committee may include non-Directors so long as the<br> majority of those persons are Directors. Any such committee shall be made up of such number<br> of Independent Directors as required from time to time by the Designated Stock Exchange Rules<br> or otherwise required by applicable law.
17.2	The<br> delegation may be collateral with, or to the exclusion of, the Directors’ own powers.
---	---
17.3	The<br> delegation may be on such terms as the Directors think fit, including provision for the committee<br> itself to delegate to a sub-committee; save that any delegation must be capable of being<br> revoked or altered by the Directors at will.
---	---
17.4	Unless<br> otherwise permitted by the Directors, a committee must follow the procedures prescribed for<br> the taking of decisions by Directors.
---	---
17.5	The<br> Board shall establish an audit committee, a compensation committee and a nominating and corporate<br> governance committee if so required by the applicable Designated Stock Exchange Rules. Each<br> of these committees shall be empowered to do all things necessary to exercise the rights<br> of such committee set forth in these Articles. Each of the audit committee, compensation<br> committee and nominating and corporate governance committee (if so established) shall be<br> made up of such number of Independent Directors as required from time to time by the Designated<br> Stock Exchange Rules or otherwise required by applicable law, subject to any exemptions permitted<br> under the Designated Stock Exchange Rules and other applicable laws.
---	---

Local boards

17.6	The<br> Board may establish any local or divisional board or agency for managing any of the affairs<br> of the Company whether in the Cayman Islands or elsewhere and may appoint any persons to<br> be members of a local or divisional Board, or to be managers or agents, and may fix their<br> remuneration.

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| --- | | 17.7 | The Board may delegate to any local or divisional board, manager or agent any of its powers and authorities (with power to sub-delegate) and may authorise the members of any local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies. | | --- | --- | | 17.8 | Any appointment or delegation under this Article 17.8 may be made on such terms and subject to such conditions as the Board thinks fit and the Board may remove any person so appointed, and may revoke or vary any delegation. | | --- | --- |

Power to appoint an agent of the Company

17.9	The<br> Directors may appoint any person, either generally or in respect of any specific matter,<br> to be the agent of the Company with or without authority for that person to delegate all<br> or any of that person’s powers. The Directors may make that appointment:
(a)	by<br> causing the Company to enter into a power of attorney or agreement; or
---	---
(b)	in<br> any other manner they determine.
---	---

Power to appoint an attorney or authorised signatory of the Company

17.10	The<br> Directors may appoint any person, whether nominated directly or indirectly by the Directors,<br> to be the attorney or the authorised signatory of the Company. The appointment may be:
(a)	for<br> any purpose;
---	---
(b)	with<br> the powers, authorities and discretions;
---	---
(c)	for<br> the period; and
---	---
(d)	subject<br> to such conditions
---	---

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.

17.11

Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

17.12

The Board may remove any person appointed under Article 17.10 and may revoke or vary the delegation.

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Borrowing Powers

17.13

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or its parent undertaking (if any) or any subsidiary undertaking of the Company or of any third party.

Corporate Governance

17.14

The Board may, from time to time, and except as required by applicable law or the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company, which shall be intended to set forth the guiding principles and policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

Meetings of Directors

---

Regulation of Directors’ meetings

18.1	Subject<br> to the provisions of these Articles, the Directors may regulate their proceedings as they<br> think fit.

Calling meetings

18.2	Any<br> Director may call a meeting of Directors at any time. The Secretary must call a meeting of<br> the Directors if requested to do so by a Director.

Notice of meetings

18.3	Notice<br> of a Board meeting may be given to a Director personally or by word of mouth or given in<br> writing or by Electronic communications at such address as he may from time to time specify<br> for this purpose (or, if he does not specify an address, at his last known address). A Director<br> may waive his right to receive notice of any meeting either prospectively or retrospectively.

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Use of technology

18.4	A<br> Director may participate in a meeting of Directors through the medium of conference telephone,<br> video or any other form of communications equipment providing all persons participating in<br> the meeting are able to hear and speak to each other throughout the meeting.
18.5	A<br> Director participating in this way is deemed to be present in person at the meeting.
---	---

Quorum

18.6	The<br> quorum for the transaction of business at a meeting of Directors shall be two (2) unless<br> the Directors fix some other number.

Chairman or deputy to preside

18.7

The Board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment.

18.8

The chairman, or failing him any deputy chairman (the longest in office taking precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if he is not present within five minutes after the time fixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shall choose one of their number to act as chairman of the meeting.

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Voting

18.9	A<br> question which arises at a Board meeting shall be decided by a majority of votes. If votes<br> are equal the chairman may, if he wishes, exercise a casting vote.

Recording of dissent

18.10	A<br> Director present at a meeting of Directors shall be presumed to have assented to any action<br> taken at that meeting unless:
(a)	his<br> dissent is entered in the minutes of the meeting; or
---	---
(b)	he<br> has filed with the meeting before it is concluded signed dissent from that action; or
---	---
(c)	he<br> has forwarded to the Company as soon as practical following the conclusion of that meeting<br> signed dissent.
---	---

A Director who votes in favour of an action is not entitled to record his dissent to it.

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Written resolutions

18.11	The<br> Directors may pass a resolution in writing without holding a meeting if all Directors sign<br> a document or sign several documents in the like form each signed by one or more of those<br> Directors.
18.12	A<br> written resolution signed by a validly appointed alternate Director need not also be signed<br> by the appointing Director.
---	---
18.13	A<br> written resolution signed personally by the appointing Director need not also be signed by<br> his alternate.
---	---
18.14	A<br> resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13<br> shall be as effective as if it had been passed at a meeting of the Directors duly convened<br> and held; and it shall be treated as having been passed on the day and at the time that the<br> last Director signs (and for the avoidance of doubt, such day may or may not be a Business<br> Day).
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Validity of acts of Directors in spite of formal defect

18.15	All<br> acts done by a meeting of the Board, or of a committee of the Board, or by any person acting<br> as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered<br> that there was some defect in the appointment of any Director or alternate Director or member<br> of the committee, or that any of them were disqualified or had vacated office or were not<br> entitled to vote, be as valid as if every such person had been duly appointed and qualified<br> and had continued to be a Director or alternate Director and had been entitled to vote.
19	Permissible Directors’ interests and disclosure
---	---
19.1	A<br> Director who is in any way, whether directly or indirectly, interested in a contract or transaction<br> or proposed contract or transaction with the Company shall declare the nature of his interest<br> at a meeting of the Directors. A general notice given to the Directors by any Director to<br> the effect that he is a member of any specified company or firm and is to be regarded as<br> interested in any contract or transaction which may thereafter be made with that company<br> or firm shall be deemed a sufficient declaration of interest in regard to any contract so<br> made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification<br> by the chairman of the relevant Board meeting, a Director may vote in respect of any contract<br> or transaction or proposed contract or transaction notwithstanding that he may be interested<br> therein provided the Director discloses to his fellow directors the nature and extent of<br> any material interests in respect of any contract or transaction or proposed contract or<br> transaction and if he does so his vote shall be counted and he may be counted in the quorum<br> at any meeting of the Directors at which any such contract or transaction or proposed contract<br> or transaction shall come before the meeting for consideration.
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20.1	The<br> Company shall cause minutes to be made in books of:
---	---
(a)	all<br> appointments of Officers and committees made by the Board and of any such Officer’s<br> remuneration; and
---	---
(b)	the<br> names of Directors present at every meeting of the Directors, a committee of the Board, the<br> Company or the holders of any class of shares or debentures, and all orders, resolutions<br> and proceedings of such meetings.
---	---
20.2	Any<br> such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings<br> were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima<br> facie evidence of the matters stated in them.
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21	Accounts and audit
---	---
21.1	The<br> Directors must ensure that proper accounting and other records are kept, and that accounts<br> and associated reports are distributed in accordance with the requirements of the Act.
---	---
21.2	The<br> books of account shall be kept at the registered office of the Company and shall always be<br> open to inspection by the Directors. No Member (other than a Director) shall have any right<br> of inspecting any account or book or document of the Company except as conferred by the Act<br> or as authorised by the Directors or by Ordinary Resolution.
---	---
21.3	Unless<br> the Directors otherwise prescribe, the financial year of the Company shall end on 31 March<br> in each year and begin on 1 April in each year.
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Auditors

21.4	Subject<br> to applicable Designated Stock Exchange Rules, the Directors may appoint or remove an Auditor<br> of the Company who shall hold office on such terms as the Directors determine.
21.5	At<br> any general meeting convened and held at any time in accordance with these Articles, the<br> Members may, by Ordinary Resolution, remove the Auditor before the expiration of his term<br> of office. If they do so, the Members shall, by Ordinary Resolution, at that meeting appoint<br> another Auditor in his stead for the remainder of his term.
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| --- | | 21.6 | The Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance of their duties. | | --- | --- | | 21.7 | The Auditors shall, if so requested by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Company. | | --- | --- | | 22 | Record dates | | --- | --- | | 22.1 | Except to the extent of any conflicting rights attached to Shares, the resolution declaring a dividend on Shares of any class, whether it be an Ordinary Resolution of the Members or a Director’s resolution, may specify that the dividend is payable or distributable to the persons registered as the holders of those Shares at the close of business on a particular date, notwithstanding that the date may be a date prior to that on which the resolution is passed. | | --- | --- | | 22.2 | If the resolution does so specify, the dividend shall be payable or distributable to the persons registered as the holders of those Shares at the close of business on the specified date in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of the dividend of transferors and transferees of any of those Shares. | | --- | --- | | 22.3 | The provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members. | | --- | --- | | 23 | Dividends | | --- | --- |

Source of dividends

23.1	Dividends<br> may be declared and paid out of any funds of the Company lawfully available for distribution.
23.2	Subject<br> to the requirements of the Act regarding the application of a company’s Share premium<br> account and with the sanction of an Ordinary Resolution, dividends may also be declared and<br> paid out of any share premium account.
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Declaration of dividends by Members

23.3	Subject<br> to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in<br> accordance with the respective rights of the Members but no dividend shall exceed the amount<br> recommended by the Directors.

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Payment of interim dividends and declaration of final dividends by Directors

23.4	The<br> Directors may declare and pay interim dividends or recommend final dividends in accordance<br> with the respective rights of the Members if it appears to them that they are justified by<br> the financial position of the Company and that such dividends may lawfully be paid.
23.5	Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and<br> final dividends, the following applies:
---	---
(a)	Upon<br> determination to pay a dividend or dividends described as interim by the Directors in the<br> dividend resolution, no debt shall be created by the declaration until such time as payment<br> is made.
---	---
(b)	Upon<br> declaration of a dividend or dividends described as final by the Directors in the dividend<br> resolution, a debt shall be created immediately following the declaration, the due date to<br> be the date the dividend is stated to be payable in the resolution.
---	---

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

23.6	In<br> relation to Shares carrying differing rights to dividends or rights to dividends at a fixed<br> rate, the following applies:
(a)	If<br> the share capital is divided into different classes, the Directors may pay dividends on Shares<br> which confer deferred or non-preferred rights with regard to dividends as well as on Shares<br> which confer preferential rights with regard to dividends but no dividend shall be paid on<br> Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential<br> dividend is in arrears.
---	---
(b)	The<br> Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate<br> if it appears to them that there are sufficient funds of the Company lawfully available for<br> distribution to justify the payment.
---	---
(c)	If<br> the Directors act in good faith, they shall not incur any liability to the Members holding<br> Shares conferring preferred rights for any loss those Members may suffer by the lawful payment<br> of the dividend on any Shares having deferred or non-preferred rights.
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Apportionment of dividends

23.7

Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount Paid Up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

Right of set off

23.8	The<br> Directors may deduct from a dividend or any other amount payable to a person in respect of<br> a Share any amount due by that person to the Company on a call or otherwise in relation to<br> a Share.

Power to pay other than in cash

23.9	If<br> the Directors so determine, any resolution declaring a dividend may direct that it shall<br> be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation<br> to the distribution, the Directors may settle that difficulty in any way they consider appropriate.<br> For example, they may do any one or more of the following:
(a)	issue<br> fractional Shares;
---	---
(b)	fix<br> the value of assets for distribution and make cash payments to some Members on the footing<br> of the value so fixed in order to adjust the rights of Members; and
---	---
(c)	vest<br> some assets in trustees.
---	---

How payments may be made

23.10	A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following<br> ways:
(a)	if<br> the Member holding that Share or other person entitled to that Share nominates a bank account<br> for that purpose - by wire transfer to that bank account; or
---	---
(b)	by<br> cheque or warrant sent by post to the registered address of the Member holding that Share<br> or other person entitled to that Share.
---	---
23.11	For<br> the purposes of Article 23.10(a), the nomination may be in writing or in an Electronic Record<br> and the bank account nominated may be the bank account of another person. For the purposes<br> of Article 23.10(b), subject to any applicable law or regulation, the cheque or warrant shall<br> be made to the order of the Member holding that Share or other person entitled to the Share<br> or to his nominee, whether nominated in writing or in an Electronic Record, and payment of<br> the cheque or warrant shall be a good discharge to the Company.
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| --- | | 23.12 | If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows: | | --- | --- | | (a) | to the registered address of the Joint Holder of the Share who is named first on the register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or | | --- | --- | | (b) | to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record. | | --- | --- | | 23.13 | Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share. | | --- | --- |

Dividends or other monies not to bear interest in absence of special rights

23.14	Unless<br> provided for by the rights attached to a Share, no dividend or other monies payable by the<br> Company in respect of a Share shall bear interest.

Dividends unable to be paid or unclaimed

23.15	If<br> a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was<br> declared or both, the Directors may pay it into a separate account in the Company’s<br> name. If a dividend is paid into a separate account, the Company shall not be constituted<br> trustee in respect of that account and the dividend shall remain a debt due to the Member.
23.16	A<br> dividend that remains unclaimed for a period of six years after it became due for payment<br> shall be forfeited to, and shall cease to remain owing by, the Company.
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24	Capitalisation of profits
---	---

Capitalisation of profits or of any share premium account or capital redemption reserve;

24.1	The<br> Directors may resolve to capitalise:
(a)	any<br> part of the Company’s profits not required for paying any preferential dividend (whether<br> or not those profits are available for distribution); or
---	---
(b)	any<br> sum standing to the credit of the Company’s share premium account or capital redemption<br> reserve, if any.
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| --- | | 24.2 | The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:: | | --- | --- | | (a) | by paying up the amounts unpaid on that Member’s Shares; | | --- | --- | | (b) | by issuing Fully Paid Up Shares, debentures or other securities of the Company to that Member or as that Member directs. The Directors may resolve that any Shares issued to the Member in respect of Partly Paid Up Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain Partly Paid Up. | | --- | --- |

Applying an amount for the benefit of Members

24.3	The<br> amount capitalised must be applied to the benefit of Members in the proportions to which<br> the Members would have been entitled to dividends if the amount capitalised had been distributed<br> as a dividend.
24.4	Subject<br> to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member,<br> the Directors may issue a fractional certificate to that Member or pay him the cash equivalent<br> of the fraction.
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25	Share Premium Account
---	---

Directors to maintain share premium account

25.1	The<br> Directors shall establish a share premium account in accordance with the Act. They shall<br> carry to the credit of that account from time to time an amount equal to the amount or value<br> of the premium paid on the issue of any Share or capital contributed or such other amounts<br> required by the Act.

Debits to share premium account

25.2	The<br> following amounts shall be debited to any share premium account:
(a)	on<br> the redemption or purchase of a Share, the difference between the nominal value of that Share<br> and the redemption or purchase price; and
---	---
(b)	any<br> other amount paid out of a share premium account as permitted by the Act.
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| --- | | 25.3 | Notwithstanding the preceding Article, on the redemption or purchase of a Share, the Directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital. | | --- | --- |

26	Seal

Company seal

26.1	The<br> Company may have a seal if the Directors so determine.

Duplicate seal

26.2	Subject<br> to the provisions of the Act, the Company may also have a duplicate seal or seals for use<br> in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile<br> of the original seal of the Company. However, if the Directors so determine, a duplicate<br> seal shall have added on its face the name of the place where it is to be used.

When and how seal is to be used

26.3	A<br> seal may only be used by the authority of the Directors. Unless the Directors otherwise determine,<br> a document to which a seal is affixed must be signed in one of the following ways:
(a)	by<br> a Director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single Director (or his alternate).
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If no seal is adopted or used

26.4	If<br> the Directors do not adopt a seal, or a seal is not used, a document may be executed in the<br> following manner:
(a)	by<br> a Director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single Director (or his alternate); or
---	---
(c)	in<br> any other manner permitted by the Act.
---	---

Power to allow non-manual signatures and facsimile printing of seal

26.5	The<br> Directors may determine that either or both of the following applies:
(a)	that<br> the seal or a duplicate seal need not be affixed manually but may be affixed by some other<br> method or system of reproduction;
---	---
(b)	that<br> a signature required by these Articles need not be manual but may be a mechanical or Electronic<br> Signature.
---	---

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Validity of execution

26.6	If<br> a document is duly executed and delivered by or on behalf of the Company, it shall not be<br> regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director,<br> or other Officer or person who signed the document or affixed the seal for and on behalf<br> of the Company ceased to be the Secretary or hold that office and authority on behalf of<br> the Company.
27	Indemnity
---	---
27.1	To<br> the extent permitted by law, the Company shall indemnify each existing or former Director<br> (including alternate Director), Secretary and other Officer of the Company (including an<br> investment adviser or an administrator or liquidator) and their personal representatives<br> against:
---	---
(a)	all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or<br> sustained by the existing or former Director (including alternate Director), Secretary or<br> Officer in or about the conduct of the Company’s business or affairs or in the execution<br> or discharge of the existing or former Director’s (including alternate Director’s),<br> Secretary’s or Officer’s duties, powers, authorities or discretions; and
---	---
(b)	without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing<br> or former Director (including alternate Director), Secretary or Officer in defending (whether<br> successfully or otherwise) any civil, criminal, administrative or investigative proceedings<br> (whether threatened, pending or completed) concerning the Company or its affairs in any court<br> or tribunal, whether in the Cayman Islands or elsewhere.
---	---

No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty, fraud, wilful default and wilful neglect.

27.2

To the extent permitted by Act, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate Director), Secretary or Officer of the Company in respect of any matter identified in Article 27.1 on condition that the Director (including alternate Director), Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Director (including alternate Director), Secretary or that Officer for those legal costs.

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Release

27.3

To the extent permitted by Act, the Company may by Special Resolution release any existing or former Director (including alternate Director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own dishonesty, fraud, wilful default and wilful neglect.

Insurance

27.4	To<br> the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of<br> a contract insuring each of the following persons against risks determined by the Directors,<br> other than liability arising out of that person’s own dishonesty, fraud, wilful default<br> and wilful neglect:
(a)	an<br> existing or former Director (including alternate Director), Secretary or Officer or auditor<br> of:
---	---
(i)	the<br> Company;
---	---
(ii)	a<br> company which is or was a subsidiary of the Company;
---	---
(iii)	a<br> company in which the Company has or had an interest (whether direct or indirect); and
---	---
(b)	a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons<br> referred to in paragraph (a) is or was interested.
---	---
28	Notices
---	---

Form of notices

28.1	Save<br> where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules,<br> any notice to be given to or by any person pursuant to these Articles shall be:
(a)	in<br> writing signed by or on behalf of the giver in the manner set out below for written notices;<br> or
---	---
(b)	subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic<br> Signature and authenticated in accordance with Articles about authentication of Electronic<br> Records; or
---	---
(c)	where<br> these Articles expressly permit, by the Company by means of a website.
---	---

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Electronic communications

28.2	A<br> notice may only be given to the Company in an Electronic Record if:
(a)	the<br> Directors so resolve or otherwise accept the notice; or
---	---
(b)	any<br> Director or Officer provides the giver of the notice an electronic address to which the notice<br> may be sent and a notice is sent to that address within a reasonable period of time.
---	---
28.3	A<br> notice may not be given by Electronic Record to a person other than the Company unless the<br> recipient has provided the giver of the notice with an Electronic address to which notice<br> may be sent.
---	---
28.4	Subject<br> to the Act, the Designated Stock Exchange Rules and to any other rules which the Company<br> is bound to follow, the Company may also send any notice or other document pursuant to these<br> Articles to a Member by publishing that notice or other document on a website where:
---	---
(a)	the<br> Company and the Member have agreed to his having access to the notice or document on a website<br> (instead of it being sent to him);
---	---
(b)	the<br> notice or document is one to which that agreement applies;
---	---
(c)	the<br> Member is notified (in accordance with any requirements laid down by the Act and, in a manner<br> for the time being agreed between him and the Company for the purpose) of:
---	---
(i)	the<br> publication of the notice or document on a website;
---	---
(ii)	the<br> address of that website; and
---	---
(iii)	the<br> place on that website where the notice or document may be accessed, and how it may be accessed;<br> and
---	---
(d)	the<br> notice or document is published on that website throughout the publication period, provided<br> that, if the notice or document is published on that website for a part, but not all of,<br> the publication period, the notice or document shall be treated as being published throughout<br> that period if the failure to publish that notice of document throughout that period is wholly<br> attributable to circumstances which it would not be reasonable to have expected the Company<br> to prevent or avoid. For the purposes of this Article 28.4 “publication period”<br> means a period of not less than twenty-one days, beginning on the day on which the notification<br> referred to in Article 28.4(c) is deemed sent.
---	---

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Persons entitled to notices

28.5

Any notice or other document to be given to a Member may be given by reference to the register of Members as it stands at any time within the period of twenty-one days before the day that the notice is given or (where and as applicable) within any other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange Rules and/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the giving of such notice or document or require the Company to give such item to any other person.

Persons authorised to give notices

28.6	A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf<br> of the Company or a Member by a Director or company secretary of the Company or a Member.

Delivery of written notices

28.7	Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the<br> recipient, or left at (as appropriate) the Member’s or Director’s registered<br> address or the Company’s registered office, or posted to that registered address or<br> registered office.

Joint holders

28.8	Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name<br> first appears in the register of Members.

Signatures

28.9	A<br> written notice shall be signed when it is autographed by or on behalf of the giver, or is<br> marked in such a way as to indicate its execution or adoption by the giver.
28.10	An<br> Electronic Record may be signed by an Electronic Signature.
---	---

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Evidenceof transmission

28.11	A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating<br> the time, date and content of the transmission, and if no notification of failure to transmit<br> is received by the giver.
28.12	A<br> notice given in writing shall be deemed sent if the giver can provide proof that the envelope<br> containing the notice was properly addressed, pre-paid and posted, or that the written notice<br> was otherwise properly transmitted to the recipient.
---	---
28.13	A<br> Member present, either in person or by proxy, at any meeting of the Company or of the holders<br> of any class of Shares shall be deemed to have received due notice of the meeting and, where<br> requisite, of the purposes for which it was called.
---	---

Giving notice to a deceased or bankrupt Member

28.14

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

28.15

Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

---

Date of giving notices

28.16	A<br> notice is given on the date identified in the following table
Method for giving notices	When taken to be given
---	---
(A)<br> Personally	At<br> the time and date of delivery
(B)<br> By leaving it at the Member’s registered address	At<br> the time and date it was left
(C)<br> By posting it by prepaid post to the street or postal address of that recipient	48<br> hours after the date it was posted
(D)<br> By Electronic Record (other than publication on a website), to recipient’s Electronic address	48<br> hours after the date it was sent
(E)<br> By publication on a website	24<br> hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

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Saving provision

28.17	None<br> of the preceding notice provisions shall derogate from the Articles about the delivery of<br> written resolutions of Directors and written resolutions of Members.
29	Authentication of Electronic Records
---	---

Application of Articles

29.1	Without<br> limitation to any other provision of these Articles, any notice, written resolution or other<br> document under these Articles that is sent by Electronic means by a Member, or by the Secretary,<br> or by a Director or other Officer of the Company, shall be deemed to be authentic if either<br> Article 29.2 or Article 29.4 applies.

Authentication of documents sent by Members by Electronic means

29.2	An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means<br> by or on behalf of one or more Members shall be deemed to be authentic if the following conditions<br> are satisfied:
(a)	the<br> Member or each Member, as the case may be, signed the original document, and for this purpose<br> Original Document includes several documents in like form signed by one or more of<br> those Members; and
---	---
(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, that Member to an address specified in accordance with these Articles for the purpose<br> for which it was sent; and
---	---
(c)	Article<br> 29.7 does not apply.
---	---
29.3	For<br> example, where a sole Member signs a resolution and sends the Electronic Record of the original<br> resolution, or causes it to be sent, by facsimile transmission to the address in these Articles<br> specified for that purpose, the facsimile copy shall be deemed to be the written resolution<br> of that Member unless Article 28.7 applies.
---	---

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Authentication of document sent by the Secretary or Officers of the Company by Electronic means

29.4	An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> if the following conditions are satisfied:
(a)	the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document,<br> and for this purpose Original Document includes several documents in like form signed<br> by the Secretary or one or more of those Officers; and
---	---
(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, the Secretary or that Officer to an address specified in accordance with these Articles<br> for the purpose for which it was sent; and
---	---
(c)	Article<br> 29.7 does not apply.
---	---

This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

29.5	For<br> example, where a sole Director signs a resolution and scans the resolution, or causes it<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that Director unless Article 29.7 applies.

Manner of signing

29.6	For<br> the purposes of these Articles about the authentication of Electronic Records, a document<br> will be taken to be signed if it is signed manually or in any other manner permitted by these<br> Articles.

Saving provision

29.7	A<br> notice, written resolution or other document under these Articles will not be deemed to be<br> authentic if the recipient, acting reasonably:
(a)	believes<br> that the signature of the signatory has been altered after the signatory had signed the original<br> document; or
---	---
(b)	believes<br> that the original document, or the Electronic Record of it, was altered, without the approval<br> of the signatory, after the signatory signed the original document; or
---	---

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| --- | | (c) | otherwise doubts the authenticity of the Electronic Record of the document | | --- | --- |

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

30	Transfer by way of continuation
30.1	The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a<br> jurisdiction outside:
---	---
(a)	the<br> Cayman Islands; or
---	---
(b)	such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
---	---
30.2	To<br> give effect to any resolution made pursuant to the preceding Article, the Directors may cause<br> the following:
---	---
(a)	an<br> application be made to the Registrar of Companies of the Cayman Islands to deregister the<br> Company in the Cayman Islands or in the other jurisdiction in which it is for the time being<br> incorporated, registered or existing; and
---	---
(b)	all<br> such further steps as they consider appropriate to be taken to effect the transfer by way<br> of continuation of the Company.
---	---
31	Winding up
---	---

Distribution of assets in specie

31.1	If<br> the Company is wound up the Members may, subject to these Articles and any other sanction<br> required by the Act, pass a Special Resolution allowing the liquidator to do either or both<br> of the following:
(a)	to<br> divide in specie among the Members the whole or any part of the assets of the Company and,<br> for that purpose, to value any assets and to determine how the division shall be carried<br> out as between the Members or different classes of Members; and/or
---	---
(b)	to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those<br> liable to contribute to the winding up.
---	---

No obligation to accept liability

31.2	No<br> Member shall be compelled to accept any assets if an obligation attaches to them.
31.3	The<br> Directors are authorised to present a winding up petition
---	---
31.4	The<br> Directors have the authority to present a petition for the winding up of the Company to the<br> Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution<br> passed at a general meeting.
---	---
32	Amendment<br> of Memorandum and Articles
---	---

Power to change name or amend Memorandum

32.1	Subject<br> to the Act, the Company may, by Special Resolution:
(a)	change<br> its name; or
---	---
(b)	change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter<br> specified in the Memorandum.
---	---

Power to amend these Articles

32.2	Subject<br> to the Act and as provided in these Articles, the Company may, by Special Resolution, amend<br> these Articles in whole or in part.

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Exhibit 99.2

Exhibit 99.3

DiginexLimited Announces Extraordinary General Meeting

toApprove Share Capital Increase and Share Consolidation

▪	Board convenes EGM to approve an 8-for-1 share Consolidation, reversing the 1-for-8 bonus share split in September 2025, to ensure continued compliance with Nasdaq listing requirements
▪	Board also seeks approval of an increase in authorized share capital
▪	The share Consolidation and share capital increase expected to provide Diginex additional headroom for future corporate purposes, such as M&A

LONDON,United Kingdom – March 27, 2026 – Diginex Limited (NASDAQ: DGNX) (“Diginex” or the “Company”), a leading provider of software that helps businesses and governments manage sustainability, regulatory, and supply chain data, today announced that its Board of Directors has resolved to convene an Extraordinary General Meeting of shareholders (the “EGM”) to be held on Monday, April 13, 2026 at 10:00a.m. EST for shareholders of record as of the close of business on March 27, 2026.

At the EGM, the Company will seek shareholder approval to (1) increase the authorized share capital of the Company to US$200,000 divided into 3,960,000,000 Ordinary Shares of a par value US$0.00005 each (the “Existing Ordinary Shares”) and 40,000,000 preferred shares of US$0.00005 par value each (the “Existing Preferred Shares”), by the addition of 3,000,000,000 ordinary shares of a par value US$0.00005 each (the “Share Capital Increase”), and (2) effect a share Consolidation pursuant to which (a) every eight (8) issued and unissued Existing Ordinary Shares be consolidated into one (1) ordinary share of a par value of US$0.0004 each (the “Consolidated Ordinary Share”) where the Consolidated Ordinary Shares shall rank pari passu in all respects with each other and have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares (b) every eight (8) issued and unissued Existing Preferred Shares be consolidated into one (1) ordinary share of a par value of US$0.0004 each (the "Consolidated Preferred Shares") where the Consolidated Preferred Shares shall rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions (save as to par value) as the Existing Preferred Shares, (c) all fractional entitlements to the issued Consolidated Ordinary Shares and Consolidated Preferred Shares resulting from such share consolidation will not be issued to the shareholders of the Company, and instead, any fractional shares that would have resulted from the share consolidation will be rounded up to the next whole number, and (d) authorized share capital of the Company shall become US$200,000 divided into 495,000,000 ordinary shares of a par value of US$0.0004 each and 5,000,000 preferred shares of a par value of US$0.0004 each (the “Share Consolidation” and collectively with the Share Capital Increase the “Authorized Share Capital Changes”). The Authorized Share Capital Changes shall take effect on the date to be determined by the board of directors of the Authorized Share Capital Changes will provide the Company sufficient headroom in its authorized share capital structure to provide the Company flexibility to support general corporate purposes and M&A.

The Authorized Share Capital Changes will not change the proportionate ownership interest of any shareholder and we do not expect it to materially effect the overall market capitalization of the Company. The Authorized Share Capital Changes should also enable the Company to comply with Nasdaq’s continued listing requirements, including the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).

In connection with the Authorized Share Capital Changes, no fractional shares will be issued, rather all fractional shares will be rounded up to the next whole share.

Full details of the proposals to be presented to the Company’s shareholders, including any necessary amendments to the Company’s memorandum and articles of association, will be set out in the Notice of EGM and accompanying proxy materials, which will be distributed to shareholders in due course and filed with the U.S. Securities and Exchange Commission. The Company’s Ordinary Shares will continue to trade on Nasdaq under the symbol “DGNX”, and no action is required by shareholders at this time. Shareholders who hold their shares through a brokerage account will have their holdings automatically adjusted to reflect the Authorized Share Capital Changes upon their effective date. Registered shareholders will receive further instructions from the Company’s transfer agent.

The Company remains focused on executing its strategic priorities and advancing its long-term business objectives.

Receiptof Nasdaq Minimum Bid Price Letter

On March 23, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price per share for its ordinary shares, $0.00005 par value (“Ordinary Shares”) was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Ordinary Shares, and the shares will continue to trade uninterrupted under the symbol “DGNX.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of one hundred eighty (180) calendar days, or until September 21, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s Ordinary Shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance by September 21, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. However, in the event that the company is not permitted an additional grace period, the Company’s Ordinary Shares may be delisted from The Nasdaq Capital Market .

AboutDiginex

Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software.

For more information, please visit the Company’s website: https://www.diginex.com/.

Forward-LookingStatements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. These include, but are not limited to, statements regarding the timing and outcome of the EGM, the implementation and expected effects of the proposed share consolidation, the Company’s ability to maintain compliance with Nasdaq’s listing requirements, and the Company’s strategic plans. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results disclosed in the Company’s filings with the SEC.

Diginex

Investor Relations

Email: ir@diginex.com

IRContact – Europe

Jan Hutterer

Kirchhoff Consult

Phone: +49 (40) 609186-0

Email: diginex@kirchhoff.de

IRContact – US

Jackson Lin

Lambert by LLYC

Phone: +1 (646) 717-4593

Email: jian.lin@llyc.global