ITF

24 (a) (a) (a) (a) Three persons, each from a different Class B Member, from those Class B Members having the maximum number of shares (two or more of these persons, taken together, are likely to satisfy two or more of the conditions set out in sub-paragraphs (b) to (f) below). (b) (b) (b) (b) One person from amongst Class B Members in Asia; (c) (c) (c) (c) One person from amongst Class B Members in South America; (d) (d) (d) (d) One person from amongst Class B Members in Africa; (e) (e) (e) (e) Two persons from amongst Class B Members in Europe; (f) (f) (f) (f) Two persons from amongst Class B Members in the group of countries comprising the United States of America, Canada, Mexico, the countries of Central America, Panama, the Isles of the Caribbean and Bermuda; and (g) (g) (g) (g) Such additional number of persons as is necessary to fill the remaining places on the Board being persons from amongst Class B Members and having the next greatest number of votes cast once persons filling the conditions of sub-paragraphs (a) to (f) above have been elected, subject to a limit of six persons in total from any one of the regions specified in sub-paragraphs (b) to (f) above and subject also to a limit in total of two persons from any one Member. (v) (v) (v) (v) In the event two or more candidates receive an equal number of votes for thirteenth place in the election, there shall be a further election between those candidates only, to determine the successful candidate for such thirteenth place. (f) (f) (f) (f) The Board of Directors shall have the power to fill any vacancy in the Board of Directors subject to confirmation at the next Annual General Meeting. (g) (g) (g) (g) The continuing Board of Directors may act notwithstanding any vacancy to its body. PROVIDED that if their number is reduced below the necessary quorum of members, the continuing member or members of the Board of Directors may act only to fill any vacancies in the Board of Directors. (h) (h) (h) (h) The office of a member of the Board of Directors shall ipso facto be vacated in the event that a member: (i) (i) (i) (i) Becomes bankrupt or suspends payment to or compounds with his creditors; or (ii) (ii) (ii) (ii) Is medically certified to be a person of unsound mind or all the other members of the Board of Directors unanimously resolve that he is physically or mentally incapable of performing the functions of a member of the Board of Directors; or (iii) (iii) (iii) (iii) Is convicted of a criminal offence and receives a custodial sentence; or (iv) (iv) (iv) (iv) By notice in writing to the Company resigns as a member of the Board of Directors; or

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