Stock Exchange Company Law STOCK EXCHANGE AUTHORITY

CAYMAN ISLANDS Stock Exchange Company Law STOCK EXCHANGE AUTHORITY REGULATIONS (2000 Revision) Supplement No. 2 published with Gazette No. 6 of 12th March, 2001. PUBLISHING DETAILS Page 2 Revised as at 31st day of October, 2000 c Stock Exchange Authority Regulations Arrangement of Regulations CAYMAN ISLANDS Stock Exchange Company Law STOCK EXCHANGE AUTHORITY REGULATIONS (2000 Revision) Arrangement of Regulations Regulation Page 1. Citation ......................................................................................................................................5 2. Tenure of members ...................................................................................................................5 3. Absence of members .................................................................................................................5 4. Leave of absence ......................................................................................................................5 5. Resignation of members ............................................................................................................5 6. Revocation of appointment ........................................................................................................6 7. Special meetings .......................................................................................................................6 8. Chairing of meetings ..................................................................................................................6 9. Quorum .....................................................................................................................................6 10. Votes .........................................................................................................................................6 11. Meetings ....................................................................................................................................6 12. Validity of proceedings ...............................................................................................................6 13. Signing of documents ................................................................................................................6 c Revised as at 31st day of October, 2000 Page 3 Stock Exchange Authority Regulations Regulation 1 CAYMAN ISLANDS Stock Exchange Company Law STOCK EXCHANGE AUTHORITY REGULATIONS (2000 Revision) 1. Citation 1. These regulations may be cited as the Stock Exchange Authority Regulations (2001 Revision). 2. Tenure of members 2. The members of the Authority shall hold office during the pleasure of the Governor. 3. Absence of members 3. In case of the inability of any member to act, the Financial Secretary may appoint a person to act temporarily in the place of that member. 4. Leave of absence 4. The Financial Secretary may, in writing, grant leave of absence to a member. 5. Resignation of members 5. A member may resign his membership by notice in writing addressed to the Governor and from the date of the receipt of the notice by the Governor that member ceases to hold office. c Revised as at 31st day of October, 2000 Page 5 Regulation 6 Stock Exchange Authority Regulations 6. Revocation of appointment 6. The Governor may, at any time, revoke the appointment of any member. 7. Special meetings 7. The Chairman, or in the event of his being absent from the Islands or for any reason unable to act, the Deputy Chairman, may, at any time, call a special meeting of the Authority and is required to convene such a meeting within seven days after receiving a notice in writing to do so by any three members of the Authority. 8. Chairing of meetings 8. If the Chairman is absent from a meeting, the Deputy Chairman shall preside at the meeting as Chairman, and in the event of the absence of the Chairman or Deputy Chairman, the other members present at the meeting shall elect one of their members to preside at the meeting as Chairman. 9. Quorum 9. Three members shall form a quorum. 10. Votes 10. Decisions of the Authority shall be by a majority of votes. 11. Meetings 11. (1) Meetings of the Authority shall be held at such places and times and on such days as the Chairman determines and at least two days’ notice in writing shall be given to members of all meetings of the Authority. (2) The agenda for each meeting shall be sent by post to all members, and minutes of each meeting shall be kept, by a person appointed by the Authority for the purpose. Minutes of each meeting shall be confirmed by the Authority at the following meeting and signed by the Chairman or other person presiding at that meeting. (3) The Authority may invite persons to attend any of its meetings for the purpose of assisting or advising it respecting any matters with which it is dealing, but any person so invited shall not have a right to vote. 12. Validity of proceedings 12. The validity of any proceedings of the Authority shall not be affected by any vacancy amongst the members thereof or by any defect in the appointment of a member. 13. Signing of documents 13. All documents made by, and all decisions of the Authority shall be signed by the Chairman or any member authorised by the Authority to act in that behalf. Page 6 Revised as at 31st day of October, 2000 c Stock Exchange Authority Regulations Regulation 13 Publication in revised form authorised by the Governor in Council this 31st day of October, 2000 Carmena Parsons Clerk of Executive Council c Revised as at 31st day of October, 2000 Page 7