BRIEF STEP PLAN FOR SHARE BUY BACK UNDER MAURITIUS LAWS

I. Conditions for share buyback:

A. Approval from the board of directors of the company.

B. Constitution of the company authorising it to proceed with the share
buyback.
C. Board of directors must be satisfied that:

(i) the buyback is in the best interests of the

company;
(ii) the terms of the offer or agreement and the
consideration to be paid for the shares are fair and reasonable
to the company; and
(iii) the company shall immediately after the
acquisition satisfy the solvency test. The solvency test is based
on a combination of:

A liquidity test – the company will be able to pay

its debts as they fall due; and
A test showing that the value of the company’s
assets is greater than the value of the company’s liabilities
and stated capital, i.e. the company must have positive
retained earnings before proceeding with the buyback.

II. Procedure for share buyback

A. Prepare latest management accounts.

B. Conduct solvency test.
C. Pass resolution approving share buyback at a duly held directors’
meeting.
D. Directors must sign a declaration of solvency.
E. Pass shareholder’s resolution approving the buy back.
F. File directors’ resolution, declaration of solvency and shareholder’s
resolution with the Registrar of Companies.
G. Shares bought back would be deemed to be cancelled upon
completion of share buyback.

2. BRIEF STEP PLAN FOR CAPITAL REDUCTION

I. Conditions for reduction of stated capital

A. Approval from the board of directors of the company.

B. Company must satisfy solvency test immediately after the reduction of the
stated capital.
C. Capital reduction must not be a device to reduce or extinguish liability on the
amount unpaid on a share.
D. Shareholder’s special resolution.
II. Procedure for reduction of stated capital

A. Prepare latest management accounts.

B. Conduct solvency test.
C. Pass resolution approving capital reduction at a duly held directors’ meeting.
D. Directors to sign a declaration of solvency.
E. Pass shareholder’s resolution approving the capital reduction.
F. File directors’ resolution, declaration of solvency and shareholder’s resolution
with the Registrar of Companies.