THE COMPANIES ACT, 1965 A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION MARITIME INSTITUTE OF MALAYSIA

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1 THE COMPANIES ACT, 1965 A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF MARITIME INSTITUTE OF MALAYSIA 1. The name of the Company is the Maritime Institute of Malaysia (hereinafter called the Institute ). 2. The registered office of the Institute will be the situated in Malaysia. 3. The objects for which the Institute is established are: (a) (b) (c) To mobilize marine expertise to support and assist the Government through the National Maritime Council or such other agencies designated by the Government in its maritime policy planning and implementation including the advancement of socio-economic development and welfare for all in Malaysia. To undertake marine research and studies in all public and private sectors and provide a free exchange of ideas on all maritime matters including strategic and security issues by engaging independent and collaborative researchers and consultants in various capacities, including Members of the Institute as and when necessary. To be able to provide the Government through the National Maritime Council or such other agencies designated by the Government with opinions, recommendations and policy options on all maritime related issues. In some instances, the Director General of the Institute will be required to attend the National Maritime Council proceedings. 1

2 (d) (e) (f) (g) (h) To undertake, and publish conclusions, studies and other activities including participating and organizing of conferences, workshops, seminars, and colloquia for maritime scholars, researchers and others interested to discuss and analyse issues in order to enhance the understanding and knowledge in all maritime related fields. To act as a national focal centre on maritime affairs and to maintain linkages with similar organizations worldwide (e.g. Indonesian Centre for the Law of the Sea; The Oceans Institute of Canada; The International Ocean Institute (IOI), Malta and many others). Also to work closely with intergovernmental maritime organizations such as the International Maritime Organization (IMO), the International Maritime Bureau (IMB), the Intergovernmental Oceanographic Commission (IOC), the United Nations Conference on Trade and Development (UNCTAD), the Indian Ocean Marine Affairs Cooperation (IOMAC), the Food and Agriculture Organization of the United Nations (FAO), the United Nations Environment Programme (UNEP), the Economic and Social Commission for Asia and the Pacific (ESCAP), the World Maritime University (WMU) and many others. To act as a national resource and reference centre for all maritime related fields and to maintain close links with relevant resource centres in the country like the National Library from which the Government agencies and both Public and Private Sectors can tap information on various aspects of national maritime issues through the publication and distribution of the results of research and studies. To purchase, take on lease or otherwise acquire for the purposes of the Institute and to hold and manage estates, lands, buildings, easements or other interests in immovable property and any movable property or interest in movable property and to sell and let or lease or otherwise dispose of or grant rights over any movable or immovable property belonging to the Institute PROVIDED that the Institute shall not acquire or hold any land without the licence of the Minister but the Minister may by licence empower the Institute to hold lands in such quantity subject to such conditions as the Minister thinks it. To develop any interest in real property acquired by the Institute or in which the Institute is interested and in particular by laying out the same for building purposes, construction, alteration, repair, demolition, decoration, maintenance, furnishing, fitting up and building and by planting, draining, farming, letting on building lease or building agreement and land, and by advancing money for entering into contracts and arrangements of all kinds with builders, tenants and others PROVIDED that such developments are for the benefit of the Institute and shall not involve any commercial or business purposes. 2

3 (i) (j) (k) (l) (m) (n) (o) (p) (q) To construct, maintain, improve, develop, work, control and manage any houses, buildings or works necessary or convenient for the purpose of the Institute. To receive donations and contributions and any gift of property (movable or immovable) for any one or more of the objects of the Institute. To take such steps by personal or collective written appeals or public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Institute in the form of donations, annual subscriptions or otherwise and to issue official charitable receipts for such. Subject to the approval of the Government, to borrow and raise money in such manner as the Institute may think fit. To invest the moneys of the Institute not immediately required in such manner as from time to time may be determined by the Board PROVIDED that the Institute shall not trade or engage in any form of business. To purchase, acquire, hold, sell in shares, stocks, debentures, debenture stocks, bonds, obligations and securities issued or guaranteed by the Government, or any sovereign ruler, commissioner, public body or authority, supreme, municipal, local or otherwise wherever situated PROVIDED that such transactions are not carried out for any commercial purposes and or business concern. To acquire by subscription, purchase or otherwise, and to accept and take, hold and sell, shares or stock in any company, society or undertaking, the objects of which shall either in whole or in part, be similar to those of the Institute or such as may be likely to promote the interest of the Institute. To draw, accept and make and to endorse, discount and negotiate bills of exchange and promissory notes and other negotiable or transferable instruments. To sell, dispose of or transfer any property (movable or immovable) and undertaking of the Institute or any part thereof, for any consideration which the Institute may see fit to accept PROVIDED that the Institute shall not develop or turn into account any interest in such properties for commercial purpose. 3

4 (r) (s) (t) (u) (v) (w) (x) To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Institute and to remunerate any person or persons for services rendered in the promotion and establishment of the Institute by payment in cash or in any other manner allowed by law. To do all or any of the matters hereby authorized either alone or in conjunction with or as trustees or agents for any company, association or person by or through any trustee or agent. To enter into any arrangement with the Government, State Authorities or any other entity that may have objectives similar to those of the Institute and to obtain from the Government, State Authorities or any other body any right, privilege and concession which the Institute may think desirable to obtain. To co-operate, as the Institute thinks fit, with any institution or body whether in Malaysia or abroad whose interests and or objects are similar, related or complementary to those of the Institute. To contribute towards efforts in promoting general and professional discussions on important national and international maritime issues for the purpose of the Institute. To provide training for staff members of the Institute in Government agencies as well as in private sector organizations in Malaysia or abroad and when necessary to coordinate with relevant Government and nongovernment agencies to seek financial support for such training. Generally to do all such things as may appear to be incidental or conducive to the attainment of the above objects or any of them and the exercise of the powers of the Institute. PROVIDED always that the Institute shall not support with its funds any political organization or Institution or a mission for whose maintenance the Government or any municipal or other authority is liable by law or endeavour to impose or procure to be observed by its Members or others, any regulation, restriction or condition which if an object of the Institute would make it a trade union. The powers set forth in the Third Schedule of the Companies Act, 1965 shall not apply to the Institute except in so far as the same are expressly repeated and included (whether with or without modification) in clause 3 hereof PROVIDED always that: 4

5 (i) (ii) where any such powers are expressly included in the Memorandum, such powers shall have no effect without the approval in writing of the Minister. Notwithstanding the foregoing paragraph, clause 3 of the Memorandum shall be read and constructed without reference to the power of the Third Schedule. 4. The income and property of the Institute whensoever derived shall be applied solely towards the promotion of the objectives of the Institute as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise whatsoever by way of profit to the Members of the Institute. At least 70% of all income and donations received must be utilized towards achieving the objects of the Institute. 5. Nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer, consultant, researcher in whatever capacity, employee or servant of the Institute, in return for any services actually rendered to the Institute nor prevent the payment of interest at the current bank rate per annum on any loan advanced by Members of the Institute to promote the objects thereof or reasonable and proper rent for premises demised or let by any Member of the Institute to the Institute as aforesaid. 6. No addition, alteration or amendment shall be made to or in the provisions contained in the Memorandum or Articles of Association for the time being in force, unless the same shall have been previously submitted and approved by the Government. Any such addition, alteration or amendment shall not be effective until the prior written approval of the Director General of Inland Revenue has been obtained. A copy of such audited accounts shall be submitted to the Director General of Inland Revenue at his Head Quarters in Kuala Lumpur every year. 7. The liability of the Members is limited. 8. True and proper accounts shall be kept of the sums of money received and expended by the Institute and the matters in respect of which such receipt and expenditure takes place and of the property, credits and liabilities of the Institute and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Institute for the time being shall be opened to the inspection of the Members. Once at least in every year the accounts of the Institute shall be examined and the correctness of the balance sheet ascertained by one or more approved Company Auditor or Auditors. 5

6 9. If upon the winding up or dissolution of the Institute there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the Members of the Institute but shall be given or transferred to the Government. 10. Every Member of the Institute undertakes to contribute to the assets of the Institute in the event of the same being wound up during the time he is a Member or within one year afterwards for payment of the debts and liabilities of the Institute contracted before he ceased to be a Member, and the costs, charges and expenses of winding up the same, for adjusting the rights of the contributors amongst themselves such amount as may be required, not exceeding the sum of Ringgit Malaysia One Hundred (RM 100) only. 6

7 We the undersigned as subscribers are desirous of being formed into an association in pursuance of this Memorandum of Association. Names, Addresses and Descriptions of Subscribers Tan Sri Dato Seri Ahmad Sarji bin Abdul Hamid No. 4, Jalan Eaton Kuala Lumpur Chief Secretary To The Government Tan Sri Dato Mahmud bin Taib No. 24, Jalan Birah, Bukit Damansara Kuala Lumpur Director General Tan Sri Dato Mohd Sheriff bin Mohd Kassim No. 33, Taman Hill View Jalan Ulu Kelang Ampang Selangor Darul Ehsan Secretary General Dated this 14 th day of July, 1993 Witness to the above signatures:- ARIFF & COMPANY Advocates & Solicitors 20 th Floor, Bangunan MAS Jalan Sultan Ismail Kuala Lumpur Tel No:

8 Names, Addresses and Descriptions of Subscribers Y.M. Raja Tan Sri Muhammad Alias b. Raja Muhammad Ali No. 21, Jalan Sri Semantan Satu Damansara Heights Kuala Lumpur Chairman Dr. Hamzah b. Ahmad 36, Jalan Pawang Off Keramat Hujung Datuk Keramat Kuala Lumpur Assistant Director General Dated this 14 th day of July, 1993 Witness to the above signatures:- ARIFF & COMPANY Advocates & Solicitors 20 th Floor, Bangunan MAS Jalan Sultan Ismail Kuala Lumpur Tel No. :