SECTION 255 APPOINTMENT OF DIRECTORS

1. Subject - Appointment of Directors.

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Ordinary Resolution.

4. Specimen Resolution(s):

"That Mr.X be and is hereby appointed a Director of the Company whose period of office will be liable to retire by rotation."

5. Guidelines:

1) The Company's Articles may provide for retirement of all directors at every annual general meeting.

2) In the case of private companies (which are not subsidiaries of public companies), the provisions in the Company's Articles will apply.

3) The power to appoint directors cannot be delegated to others unless the Articles authorise.

6. Filing: Not applicable.

(unless there is an increase or change in directors necessitating Forms 29 & 32).