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\~." Ref. .No.:

2002

On the is" day of July

CONSTITUTION

1 . 0 F"

"OBM FINANCIAL SERVICES LTO" ,"

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NOTARY PUBLIC

P.C.L. Building, Sir Virgile Naz street,Port Louis-

TELEPHONE : 211 1717: 2111782: 211 1798: 2126419

TELEFAX: 211 2855E-Mail: notary@intnet.mu

2 002On the 18th day of JULY

CONSTITUTION OF"DBM FINANCIAL SERVICES LTD"

Before Mrs RAJALUTCHEMEE CHIDAMBARAM, a Notary Public,undersigned, duly commissioned and practising in the Republicof Mauritius, and whose office is situate at Port Louis,P.C.L Building, Sir Virgil Naz Street.

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PERSONALLY CAME AND APPEAREDMr. BENYRAM CHOORAMUN born on the twelfth day of June

one thousand nine hundred and fifty three, act of birthbearing number 2119 of 1953, Port Louis, Managing Directorof DEVELOPMENT BANK OF MAURITIUS LTD, holder of a nationalidentity card bearing number C/120653/01/2119/G, residing at100 Pamplemousses Road, Ste Croix, Port Louis.

HEREACTING in the name, for, on behal f and asManaging Director of the limited liability'Company duly

"incorporated in Mauritius under the name 9f "DEVELOPMENTBANK OF MAURITIUS LTD" and having itS' Registered officein Port Louis, Chaussee street.

The said Mr. CHOORAMUN ve st ed with thenecessary powers to the effects hereafter in virtueof a Resolution passed at a shareholders'. Meetingof the said company held on the eighteenth day ofFebruary two thousand and two as witnessed by anextract of Minutes of Proceedings of the saidshareholders' Meeting herewith annexed.

WHO THE SAID APPEARER in his aforesaid capacity, has bythese presents established the constitution of a PrivateCompany with Limited Liability for the purposes hereafter setforth and in conformity with the provisions of the CompaniesAct 2001 in force in the Republic of Mauritius as fOllOWS~

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in accordance with section 218(2) of the Act, andaccordingly, shall then not be required to complywith that section and sections 219 to 221 of theAct; and

6. DURATION

The duration of the Company is unlimited.

7. OBJECTS AND POWERS

The Company may carryon and undertake any business andactivities in the Republic of Mauritius and abroad but shallmainly:i) Take over the debtors and other

incorporeal chattels of any legal entityMCCB Ltd (in liquidation) andCarry out any other financial activities' of any kind,

"type or nature.iii) Carry out any business activities which are not

prohibited under the Laws of Mauritius and/or the Lawsof any country where the Company may from .•.time to time..•carry business and to do all such things' as areincidental or conducive to the attainment of the aboveobjects.

corporeal andespecially the

ii)

8. ISSUE OF SHARES

8.1. Shares Issued on Incorporation-The Company is to issue(5,000) Ordinary Shares.

on incorporation FIVE THOUSM"1:>

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2 002On the 18th day of JULY

CONSTITUTION OF"DBM FINANCIAL SERVICES LTD"

Before Mrs RAJALUTCHEMEE CHIDAMBARAM, a Notary Public,undersigned, duly commissioned and practising in the Republicof Mauritius, and whose office is situate at Port Louis,P.C.L Building, Sir Virgil Naz Street.

PERSONALLY CAME AND APPEAREDMr. BENYRAM CHOORAMUN born on the twel f th. day of June

one thousand nine hundred and fifty three, act of birthbearing number 2119 of 1953, Port Louis, Managing Directorof DEVELOPMENT BANK OF MAURITIUS LTD, holder of a nationalidentity card bearing number C/120653/01/2119/G, residing at100 Pamplemousses Road, Ste Croix, Port Louis.

HEREACTING in the name, for, on behalf and asManaging Director of the limited liability Company duly

"incorporated in Mauritius under the name of "DEVELOPMENTBANK OF MAURITIUS LTD" and having its. Registered officein Port Louis, Chaussee street.

The said Mr. CHOORAMUN ve sted with the..necessary powers to the effects hereafter' in virtueof a Resolution passed at a shareholders.' Meetingof the said company held on the eighteenth day ofFebruary two thousand and two as witnessed by anextract of Minutes of Proceedings of the saidshareholders' Meeting herewith annexed.

WHO THE SAID APPEARER in his aforesaid capacity, has bythese presents established the constitution of a PrivateCompany with Limited Liability for the purposes hereafter setforth and in conformity with the provisions of the CompaniesAct 2001 in force in the Republic of Mauritius as fOllOWS~

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1. DEFINITIONS

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TABLE OF CONTENTS

In this Constitution, unless the context otherwise requires:-

Act Means the Companies Act 2001.Annual meeting Means a meeting of Shareholders held pursuant

to Section 115 of the Act.Board Has the meaning set out in Section 128 of the

Act.Chairperson Means the Chairperson of the Board, elected ".

under clause 19.4Company Means "DBM FINANCIAL SERVICES LTD" ~Constitution Means the Constitution of this Company and

all its future amendmentsDirector

Dividend

GeneralmeetingInterestsRegister

- Majortransaction

Means a person appointed in accordance withthis Constitution, as a member of the BoardSubject to Section 128 of the Act.Means a Distribution by the Company otherthan a Distribution in conformity withsections 68 and 81 of the Act. ~Means any ,meeting of Shareholders, other thanan Interest Group meeting.Means a register kept by the Company at itsregistered office as required by section190 (2)(c) of the Act, but always subject tosection 271 of the Act.In relation to the Company, means, subject toSections 130 (5) and 130 (6):

(a) The acquisition of, or an agreementto acquire, whether contingent or

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ManagingDirector

MonthOrdinaryResolution

Ordinary share

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not, assets the value of which ismore than half (or seventy five percent) of the value of the Company'sassets before the acquisition; or

(b) The disposition of; or an agreementto dispose of, assets of the Companythe value of which is more than half(or seventy five per cent) of thevalue of the Company's assets beforethe disposition; or

(c) A transaction that has or is likelyto have the effect of the Company.acquiring rights or interests orincurring obligations o~liabilities, the value of which ismore than half (or seventy five percent) of the value of the Company'sassets before the transaction.

"Means a Director who is appointed as such bythe Board of Directbrs with theresponsibility to manage the Company.Means a calendar month. ~Means a Resolution approved by' a simplemajority of the votes of the Shareholdersentitled to vote.Means a share which confers on the holder:

(a) The right to vote at meetings ofShareholders and on a poll to castone vote for each share held;

(b) Subject to the rights of any otherclass of Shares, the right to anequal share in Dividends and other~.

Register ofdebentureholdersRegistrar

Share

Shareholder

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Distributions made by the Company;And

(c) Subj ect to the rights of any otherClass of Shares, the right to anequal share in the Distribution ofthe surplus assets of the Company onits liquidation.

Means the Register of Debenture Holdersrequired to be kept by section 124 of theAct.Means the Registrar of Companies appointedunder section 10 of the Act.means a share in the 'share capital of theCompany.means a person:

(a) Whose name is entered in the ShareRegister as the holder for the timebeing of one or more Shares; or

(b) Until the person's name is enteredin the Share Register a personnamed as a Shareholder in theapplication for registration of theCompany at the time of incorporation~of the Company; or

(c) Until the person's name is enteredin the Share Register, a person wholS entitled to have his name enteredin the Share Register under aregistered Amalgamation proposal, asa shareholder in an amalgamatedcompany.

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Share register Means the register of Shares required to bemaintained by section 91 of the Act.

Solvency Test has the meaning as set out in Section 6 ofthe Act.

Special Means any meeting (other than an AnnualMeeting Meeting) of the Shareholders entitled to vote

on an issue, called at any time by the Board,or by any other person who is authorised bythe Act to call Special Meetings of

SpecialResolution

Shareholders.Means a Resolution of Shareholders approved

per cententitled

by a maj ority ofof the votes of

seventy five (75)those Shareholders

;: UnanimousResolution

to vote and voting on the question.Means a Resolution which has the assent ofevery Shareholder entitled to vote on thematter which is the subject of the Resolutionas set out in section 106 of the Act.

"Unanimousshareholders'agreement

Means an agreement whe reby all Shareholdersagree to or concur in any· action which hasbeen taken or is to be taken by the Company.

..2. APPLICATION OF SECOND AND FIFTH SCHEDULES TO THE ,ACT

The regulations contained in the ~econd and Fifth Schedulesto the Act shall apply to the Company, in so far as they arenot in contradiction with this Constitution.

3. REGISTERED OFFICE-The registered office of the Company shall be at Chaussee

Street, Port Louis or in such other place as the Board may,from time to time, determine.

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4. ACCOUNTING PERIOD

The Accounting Period shall begin and end on such dates asthe Board shall determine from time to time, provided thatthe first Accounting Period shall start as from the date ofincorporation of the Company and shall end on a date whichshall not exceed eighteen (18) months.

5. TYPE OF COMPANY

This Company is a private company

Tile Company shall be a private company limited by shares, andaccordingly the following provisions shall have effect:

(a) the Company shall not have more than twenty fiveShareholders provided that where two or more ofits Shareholders hold one or more Shares jointr~they shall be deemed to be one Shareholder', andprovided further that, In computing the number oftwenty five (25), no account shall be taken ofpersons who are in the employment of the Company, ~ann who, having been formerly in the employmentof the Company, were, while in that employmentand have continued, after the determination ofthat employment, to be Shareholders;

- (b) the Company shall not make any offer to thepublic to subscribe for Shares or debentures;

(c) the Company may dispense with the provision of anannual report by passing a Unanimous Resolution

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in accordance with section 218(2) of the Act, andaccordingly, shall then not be required to complywith that section and sections 219 to 221 of theAct; and

6. DURATION

The duration of the Company is unlimited.

7. OBJECTS AND POWERS

The Company may carryon and undertake any business andactivities in the Republic of Mauritius and abroad but shallmainly:i) Take over the debtors and other corporeal and

incorporeal chattels of any legal entity especially theMCCB Ltd (in liquidation) and

.i i ) Carry out any other financial activities of any kind,"type or nature.

.i i i ) Carry out any business activities 'which are notprohibited under the Laws of Mauritius and/or the Lawsof any country where the Company may fro~ time to timecarry business and to do all such" things as areincidental or conducive to the attainment ot ·the aboveobjects.

8. ISSUE OF SHARES

.1 8.1. Shares Issued on Incorporationit-.

The Company is to issue(5,000) Ordinary Shares.

incorporation FIVE THOUSANhon

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No worderased asnull.l.

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WHEREOF THE PRESENT DEED IS WITNESS

THUS DONE, MADE and EXECUTED IN MINUTE, at PortMauritius, at the office of the undersigned notary.

IN THE YEAR TWO THOUSAND AND TWO.On the Eighteenth day of JULYAND after the -reading thereof, the

aforesaid capacity, on being requestedundersigned notary, has signed the presentthe said notary and in his presence.

Louis,

appearer inso to do bydeed together

histhe

with

In conformity with the provisions of paragraph (f) ofSection 34 (1) of the "Notaries Act" , the notary herebyrecords that the provisions of paragraphs (a) to (e) ofsection 34 (1) of the said Act have been complied with and hehas then signed the present deed.

(S) B.CHOORAMUN AND R. CHIDAMBARAMREGISTERED AT MAURITIUS ON THE TWENTY SECOND DAY OF JULY

"TWO THOUSAND AND TWO IN REG.B157 NO. 662.,

A TRUE COPY .

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