Section 29, Cap. 287

(1) No share shall be transferred or sold to any person so long asany member is willing to purchase the same at the fair value ascertained as hereinafter provided. In order to ascertain whether any member is willing to purchase a share at the fair value, the member proposing to transfer any share (hereinafter called " the retiring member ") shall serve on the Company a notice in writing (hereinafter called a " sale notice ") that he desires to sell the same. (2) Every sale notice shall specify an address to which communications to the retiring member may be sent and the denoting numbers of the shares which the retiring member desires to sell. On receipt of a sale notice the Company shall cause the fair value to be ascertained in accordance herewith and within three days after the fair value shall have been so ascertained and notified to it the Company shall notify the retiring member of the said fair value, and the retiring member, if he wishes to proceed with the sale, shall within twenty-eight days after service of the notification upon him confirm the sale notice in writing and in default of such confirmation shall pay to the Company all costs of ascertaining the fair value. (3) A confirmed sale notice shall be deemed to constitute the Company the agent of the retiring member for the sale of the shares to which it refers to any member of the Company at the fair value or such lesser value as the retiring member shall in writing at the time of confirmation agree to accept, which lesser value shall be deemed to be the fair value for the purpose of these Articles, and shall not be revoked except with the sanction of the Directors. If the Directors shall within fifty-six days after confirmation of a sale notice find a member or members willing to purchase all shares comprised therein (hereinafter called the "purchasing member") and shall give notice thereof to the retiring member, the retiring member shall be bound upon receipt of the fair value to transfer the share to such purchasing member, who shall be bound to complete the purchase within twenty-eight days from the service of such last-mentioned notice. (4) The Directors shall, with a view to finding a purchasing member, first offer any shares comprised in a sale notice to the persons then holding the remaining shares in the Company at the fair value on the terms and so that in case of competition the shares so offered shall be sold to the members accepting the offer in proportion (as nearly as may be and without increasing the number sold to any member beyond the number applied for by him) to their existing holdings of shares in the Company and shall specify a time at the expiry of which such offer if not accepted will be deemed to be declined. In the event of the retiring member failing to carry out the sale of any shares which he shall have become bound to transfer as aforesaid, the Directors may authorise some person to execute a transfer of the shares to the purchasing member and may give a good receipt for the purchase price of such shares, and may register the purchasing member as holder thereof, and issue to him a certificate for the same, and thereupon the purchasing member shall become indefeasibly entitled thereto. The retiring member shall in such case be bound to deliver up his certificate for the said shares, and on such delivery shall be entitled to receive the said purchase price, without interest, and if such certificate shall comprise any shares which he has not become bound to transfer as aforesaid the Company shall issue to him a balance certificate for such shares. (5) If the Directors shall not, within the space of fifty-six days after confirmation of a sale notice, find a purchasing member or members for all of the shares comprised therein (but not a part only) and give notice in manner aforesaid the retiring member shall, at any time within six months thereafter, be at liberty to sell and transfer the shares comprised in his sale notice to any person and at any price not below the fair value. (6) If through no default of the retiring member the purchase of any shares in respect of which such notice as is last mentioned in sub-clause (5) hereof shall have been given shall not be completed within twenty-eight days from the service of such notice the Directors shall forthwith re-o:ffer the shares the subject of such failure at the like price to those members (if any) whose acceptances of the relevant offer made pursuant to sub-clause (4) hereof shall have been reduced by a number of shares equal in the aggregate to the number of shares the subject of such failure and the provisions of this Article shall mutatis mutandis apply. If within the space of twenty-eight days after the shares the subject of the failure shall have been so re-o:ffered as aforesaid the Directors shall not find a purchasing member or members for all of the shares so re-o:ffered (but not a part only) and give notice in manner aforesaid or if there be no such members to whom such re-o:ffer falls to be made the provisions of sub-clause (5) shall apply. (7) For the purpose of this Article the fair value of any share comprised in any sale notice shall subject to sub-clause (3) hereof be the value fixed by the Auditors for the time being of the Company on any basis that they shall, in their absolute discretion, consider to be fair and reasonable, and in so assessing the price they shall be considered to be acting as experts and not as arbitrators. (8) Any notices under this Article may be served by the Company on any retiring member either personally or by post in a prepaid registered airmail letter addressed to the member at his address as appearing in the sale notice, and any notice as aforesaid, by or to the Company, if served by post, shall be deemed to have been served fourteen days after it was so posted. (9) Provided that nothing herein contained shall operate to restrict the transfer of any share- (a) to any member of the Company; or (b) to any nominee of a member or from one such nominee to another or from such nominee to the beneficial owner; or (c) to any subsidiary company of a member company or corporation or from one such subsidiary company to another or from such subsidiary company to the holding company or corporation. If such a subsidiary company as aforesaid shall cease to be such a subsidiary whilst it is a member of the Company it shall immediately transfer its shares with beneficial ownership to the aforesaid corporate member or a subsidiary of such corporate member. For the purposes of this Article the expressions "subsidiary company" and "holding company" shall have the meanings respectively given to those expressions by section 154 of the Companies Act, 1948, of the United Kingdom.