UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

Axovant Sciences Ltd.

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LOGO

Suite 1, 3rd Floor
11-12 St. James's Square
London
SW1Y 4LB
United Kingdom

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

To Be Held On December 21, 2017

Dear Shareholder:

        You are cordially invited to attend an Axovant Sciences Ltd., or Axovant, Special General Meeting of Shareholders, or the Special Meeting, which will be held at the Offices of Fox Williams LLP, Level 5, 10 Finsbury Square, London EC2A 1AF, United Kingdom on Thursday, December 21, 2017 at 10:00 a.m. local time. Axovant has called the Special Meeting to allow its shareholders to vote on proposals to amend its Amended and Restated Bye-laws, or the Existing Bye-laws, to:

        These items of business are more fully described in the proxy statement accompanying this Notice.

        The Board is submitting these proposals after extensive engagement by the Board with investors. The Board believes these proposals demonstrate Axovant's commitment to good corporate governance and reflect the best interests of Axovant's shareholders. We describe the proposals and the Board's reasons for supporting them in more detail in the proxy statement accompanying this Notice.

        Accordingly, the Board unanimously recommends that shareholders vote "FOR" each proposal on the enclosed proxy card.

        The record date for the Special Meeting is Tuesday, November 28, 2017. Only shareholders of record at the close of business on that date are entitled to notice of and may vote at the Special Meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders' Meeting to Be
Held on
Thursday, December 21, 2017 at 10:00 a.m. Local Time
at the Offices of Fox Williams LLP, Level 5, 10 Finsbury Square, London EC2A 1AF, United Kingdom.

The Proxy Statement
is available at www.axovant.com/investors/proxy-materials.

  By Order of the Board of Directors

 

 

GRAPHIC

  David Hung, M.D.
Principal Executive Officer

London, United Kingdom
November 29, 2017

You are cordially invited to attend the Special Meeting in person. Whether or not you expect to attend the Special Meeting, please ensure your representation at the Special Meeting by completing, signing and dating the enclosed proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote in person if you attend the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder.


LOGO

Suite 1, 3rd Floor
11-12 St. James's Square
London
SW1Y 4LB
United Kingdom

PROXY STATEMENT
FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS

To Be Held On December 21, 2017

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

        We have sent you these proxy materials because the Board of Directors, or the Board, of Axovant Sciences Ltd., or Axovant, is soliciting your proxy to vote at a Special General Meeting of Shareholders, or the Special Meeting, including at any adjournments or postponements of the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

        We intend to mail these proxy materials on or about December 1, 2017 to all shareholders of record entitled to vote at the Special Meeting.

Where and when will the Special Meeting be held?

        The Special Meeting will be held on Thursday, December 21, 2017 at 10:00 a.m. local time at the Offices of Fox Williams LLP, Level 5, 10 Finsbury Square, London EC2A 1AF, United Kingdom. Information on how to vote in person at the Special Meeting is discussed below.

Who can vote at the Special Meeting?

        Only shareholders of record at the close of business on Tuesday, November 28, 2017 will be entitled to vote at the Special Meeting. On this record date, there were 107,710,160 common shares outstanding and entitled to vote.

Shareholder of Record: Common Shares Registered in Your Name

        If, as of the close of business on Tuesday, November 28, 2017, your common shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Common Shares Registered in the Name of a Broker or Bank

        If, as of the close of business on Tuesday, November 28, 2017, your common shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the

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shareholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you were not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

        There are six matters scheduled for a vote:

What if another matter is properly brought before the Special Meeting?

        The Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

        For all matters to be voted on, you may vote "For" or "Against" or abstain from voting.

        The procedures for voting are described below.

Shareholder of Record: Common Shares Registered in Your Name

        If you are a shareholder of record, you may vote in person at the Special Meeting, or you may vote by proxy using the enclosed proxy card. Whether or not you plan to attend the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Special Meeting and vote in person, even if you have already voted by proxy.

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Beneficial Owner: Common Shares Registered in the Name of Broker or Bank

        If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from Axovant. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or online as instructed by your broker, bank, or other agent. To vote in person at the Special Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker, bank, or other agent to request a proxy form.

        Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

Will I be entitled to vote all of my shares at the Special Meeting?

        If your shares are treated as "Controlled Shares" (as described below) of any "United States Person" (as defined under section 957(c) of the Internal Revenue Code of 1986, as amended, or the Code) and such United States Person is treated as owning 9.5% or more of the voting power of all issued shares of Axovant (in the absence of the adjustments to voting rights provided in the Existing Bye-laws and as described below) or otherwise treated as a "United States Shareholder" (as defined under section 951 of the Code) (such United States Person, other than a "9.5% Excluded U.S. Member" as defined in the Existing Bye-laws, is referred to as a 9.5% U.S. Member), then the voting rights of your shares that are treated as Controlled Shares of such 9.5% U.S. Member will be reduced, in the aggregate with other Controlled Shares of such 9.5% U.S. Member, to the extent necessary for Controlled Shares of such 9.5% U.S. Member to constitute less than 9.5% of the voting power of all issued and outstanding shares, under a formula specified in the Existing Bye-laws. The formula is applied repeatedly until there is no 9.5% U.S. Member.

        In addition, the Board may limit a shareholder's voting rights when it deems it appropriate to do so to (1) avoid the existence of any 9.5% U.S. Member; or (2) avoid adverse tax, legal or regulatory consequences to us, any of our subsidiaries or any direct or indirect shareholder or its affiliates. As provided in the Existing Bye-laws, "Controlled Shares" of a United States Person refer to all shares that such United States Person is treated as owning directly, indirectly or constructively (within the meaning of section 958 of the Code). The amount of any reduction of votes that occurs by operation of the above limitations will generally be reallocated proportionately among our other shareholders whose shares are not Controlled Shares of a 9.5% U.S. Member so long as such reallocation does not cause any person to become a 9.5% U.S. Member. The applicability of the voting power reduction provisions to any particular shareholder depends on facts and circumstances that may be known only to the shareholder or related persons. Accordingly, we request that any holder of shares with reason to believe that it may be a 9.5% U.S. Member in the absence of the adjustments to voting rights provided in the Existing Bye-laws, contact us promptly so that we may determine whether the voting power of such holder's shares have been or should be reduced.

        By submitting a proxy, a holder of shares will be deemed to have confirmed that, to its knowledge, it is not, and is not acting on behalf of, a 9.5% U.S. Member. The Board is empowered to require any shareholder to provide information as to that shareholder's beneficial ownership of shares, the names of persons having beneficial ownership of the shareholder's shares, relationships with other shareholders or any other facts the Board may consider relevant to the determination of the number of shares attributable to any person. The Board may disregard the votes attached to shares of any holder who fails to respond to such a request or who, in its judgment, submits incomplete or inaccurate information. The Board retains certain discretion to make such final adjustments that it considers fair

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and reasonable in all the circumstances as to the aggregate number of votes attaching to the shares of any shareholder to ensure that no person will be a 9.5% U.S. Member at any time.

How many votes do I have?

        Except as described in the question and answer immediately above, on each matter to be voted upon, you have one vote for each common share you owned as of the close of business on Tuesday, November 28, 2017.

What happens if I do not vote?

Shareholder of Record: Shares Registered in Your Name

        If you are a shareholder of record and do not vote in person at the Special Meeting or do not complete and deliver your proxy card, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

        If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, your broker or nominee will not be able to vote your shares. Brokers and nominees cannot use their discretion to vote "uninstructed" shares with respect to matters that are considered to be "non-routine." "Non-routine" matters, generally, are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested) and certain corporate governance proposals (even if management-supported), including those proposals scheduled for a vote at the Special Meeting. Accordingly, your broker or nominee may not vote your shares on any proposal at the Special Meeting in the absence of your instruction.

What if I return a proxy card or otherwise vote but do not make specific choices?

        If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable:

        If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

        We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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What does it mean if I receive more than one set of proxy materials?

        If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy card in each set of proxy materials to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Shareholder of Record: Shares Registered in Your Name

        Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

        Your most current proxy card is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

        If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

        When are shareholder proposals and director nominations due for next year's annual general meeting of Shareholders?

        To be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing by Friday, March 23, 2018 to Axovant Sciences Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. If you wish to nominate an individual for election at, or bring business other than through a shareholder proposal before, the 2018 annual general meeting of Shareholders, you must deliver your notice to Axovant's Corporate Secretary no earlier than April 20, 2018 and no later than May 20, 2018. Your notice to the Corporate Secretary must set forth the information specified in our Existing Bye-laws.

        For more information, and for the detailed requirements, please refer to the Existing Bye-laws filed as Exhibit 3.4 to our Registration Statement on Form S-1/A (File No. 333-204073) filed with the U.S. Securities and Exchange Commission, or the SEC, on June 1, 2015 if Proposal 2 is not approved by the shareholders or the Restated Bye-laws (as defined below) filed as Appendix A hereto if Proposal 2 is approved by the shareholders.

How are votes counted?

        Votes will be counted in the first instance on a show of hands. If a poll is demanded, however, in accordance with the Existing Bye-laws, every person present at the Special Meeting will have one vote for each common share of which such person is the holder or for which such person holds a proxy. A poll vote will be taken by ballot if so demanded in accordance with our Existing Bye-laws. With respect to each of the proposals expected to be voted upon at the Special Meeting, votes "For" and "Against" and abstentions and broker non-votes will be separately counted.

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What are "broker non-votes"?

        As discussed above, when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on non-routine matters, the broker or nominee cannot vote the shares. These unvoted shares are counted as "broker non-votes." Each proposal expected to be voted upon at the Special Meeting is "non-routine."

How many votes are needed to approve each proposal?

        Proposals 1 and 5 will require the approval of 662/3% of the votes attaching to all shares in issue. Abstentions and broker non-votes will have the same effect as a vote "Against" such proposal.

        Proposals 2, 4 and 6 will be decided by the affirmative votes of a majority of the votes cast in accordance with our Bye-laws. For purposes of such proposals, only votes "For" or "Against" will affect the outcome. Abstentions and broker non-votes are not considered to be votes cast and therefore will have no effect.

        Proposal 3 will require (i) the approval of 662/3% of the votes attaching to all shares in issue for purposes of amending Section 84 of the Existing Bye-laws and (ii) the affirmative votes of a majority of the votes cast for purposes of amending Section 83 of the Existing Bye-laws. For purposes of (i), abstentions and broker non-votes will have the same effect as a vote "Against" such proposal, and (ii) only votes "For" or "Against" will affect the outcome, since abstentions and broker non-votes are not considered to be votes cast.

What is the quorum requirement?

        A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if two or more persons are present at the start of the Special Meeting and represent in person or by proxy in excess of 50% of our total issued voting shares. On the record date, there were 107,710,160 common shares outstanding and entitled to vote. Therefore, the holders of 53,855,081 common shares must be present in person or represented by proxy at the Special Meeting to have a quorum.

        Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If, within half an hour from the time appointed for the Special Meeting, a quorum is not present, then the meeting will stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Corporate Secretary may determine. Unless the meeting is adjourned to a specific date, place and time announced at the Special Meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting will be given to each shareholder entitled to attend and vote thereat in accordance with our Existing Bye-laws.

How can I find out the results of the voting at the Special Meeting?

        Preliminary voting results will be announced at the Special Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Special Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Special Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

What proxy materials are available on the internet?

        The proxy statement is available at www.axovant.com/investors/proxy-materials.

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PROPOSAL 1

AMENDMENTS TO THE EXISTING BYE-LAWS TO DECLASSIFY THE BOARD

Summary of the Declassification Amendment Proposal

        We are asking our shareholders to approve amendments to the Existing Bye-laws to reorganize the Board into a single class with each director subject to election at each annual general meeting.

Background

        Many institutional investors believe that the election of directors is the primary means for shareholders to influence corporate governance policies and to hold management accountable for implementing those policies. Similarly, many institutional investors believe that a classified structure may reduce directors' accountability to shareholders because such a structure does not enable shareholders to express their approval or other views on each director's performance on an annual basis.

        Upon consideration, the Board determined that declassifying the Board is in the best interests of Axovant's shareholders and it has unanimously adopted a resolution approving and declaring advisable the amendments to the Existing Bye-laws described below in order to effect such change.

Proposed Amendments

        Sections 44 and 45 of the Existing Bye-laws require that the Board be divided into three classes, with the directors in each class serving three-year terms and only one class facing election each year. Thus, each year, our shareholders elect only one class of directors, constituting approximately one-third of the Board.

        Under the proposed amendments to the Existing Bye-laws in this Proposal 1, Sections 44 and 45 of the Existing Bye-laws would be amended to eliminate the classified board structure. If this Proposal 1 is approved by our shareholders, the directors elected at or after Axovant's 2018 annual general meeting of shareholders would be elected to one-year terms expiring at the next annual general meeting of shareholders following their election. In all cases, each director would hold office until his or her successor is duly elected and qualified, until his or her earlier resignation or removal, or, if sooner, at the next special general meeting called for the purpose of electing a new slate of directors. Any director appointed to the Board to fill a vacancy following the 2018 annual general meeting of shareholders would hold office for a term expiring at the annual general meeting of shareholders immediately following such appointment. Directors elected before Axovant's 2018 annual general meeting of shareholders would close out their terms at that meeting and declassification would be complete thereafter.

Effectiveness

        The amendments described in this Proposal 1 will not become effective unless approved by the affirmative vote of at least 662/3% of the votes attaching to all Axovant shares in issue.

        If this Proposal 1 is not approved, the Board will remain classified and the directors will continue to be elected to serve three-year terms as currently set forth in the Existing Bye-laws.

        The description of the proposed amendments to the Existing Bye-laws set forth in this Proposal 1 is only a summary and is qualified in its entirety by reference to the full text of such proposed amendments to the Existing Bye-laws, a copy of which is provided in Appendix A to this Proxy Statement, with additions of text indicated by underlining and deletions of text indicated by strike-outs, and such revised draft is hereafter referred to as the Restated Bye-laws. The text of Appendix A is incorporated into this discussion by reference. Shareholders are encouraged to read the full text of the Restated Bye-laws in Appendix A.

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL 1

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PROPOSAL 2

AMENDMENTS TO THE EXISTING BYE-LAWS TO MODIFY SHAREHOLDER PROPOSAL AND NOMINATION PROCEDURES

Summary of the Shareholder Proposal and Nomination Amendment Proposal

        We are asking our shareholders to approve amendments to the Existing Bye-Laws that would limit the right of a shareholder to (i) nominate a person for election to the Board at an annual general meeting or special general meeting or (ii) propose other business to be transacted at an annual general meeting, in each case to any shareholder who has held 5% or more of the voting power of Axovant's issued shares for at least two years, such shareholder is hereafter referred to as an Eligible Member.

Background

        The Board believes that it has an open line of communication with Axovant's shareholders and is highly engaged and responsive to such shareholders. Additionally, the Board believes that Axovant's shareholders have several opportunities and vehicles available to them to ensure that the Board is responsive and accountable to shareholders. Shareholders can confidently rely upon Axovant's strong corporate governance practices, including those being proposed for approval by shareholders at the Special Meeting, Bermuda laws and SEC regulations, and stock market rules to hold our Board accountable and ensure that director elections are meaningful and that shareholders have an appropriate influence over the operations of the business.

        The Board believes that permitting all shareholders to make proposals or to nominate directors for consideration at Axovant's annual general meetings and special general meetings, as applicable, has the potential to distract the Board and management to the extent many such nominations or proposals are submitted. Such provisions could also enable a shareholder without a significant interest in the business to submit proposals or nominations representing a personal or special interest agenda without considering the impact on those shareholders who possess significantly greater interests in Axovant.

        As a result, the Board determined that limiting the shareholders eligible to make such nominations and proposals to Eligible Members is in the best interests of Axovant's shareholders and it has unanimously adopted a resolution approving and declaring advisable the amendments to the Existing Bye-laws described below in order to effect such change. These amendments would not purport to limit shareholders' ability to submit proposals for consideration at shareholder meetings in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

Proposed Amendments

        The proposed amendments to Sections 24.1 and 24.2 of the Existing Bye-laws, together with the addition of the definition of Eligible Member to Section 1.1 of the Existing Bye-laws, would permit any Eligible Member to submit proposals of business to be transacted or nominations for director to be considered at the annual general meeting, as applicable, or nominations for director at a special general meeting. Any such proposals or nominations submitted in accordance with notice provisions set forth in the Existing Bye-Laws would be included in a proxy statement prepared by Axovant to solicit proxies for the applicable meeting. These amendments would not purport to limit shareholders' ability to submit proposals for consideration at shareholder meetings in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

        A proposed amendment to Section 24.2 of the Existing Bye-laws would also provide that if an Eligible Member submits a director nomination pursuant to a requisition of a special general meeting in accordance with the requirements to requisition a special general meeting in accordance with Section 21 of the Existing Bye-laws, notice shall be deemed timely for purposes of Section 24.2.

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        Finally, we propose to strike Section 24.5 from the Existing Bye-laws. Section 24.5 is an extraneous provision that references director nominations made pursuant to the Shareholder's Agreement. This reference was initially included in Axovant's Bye-laws in error.

Effectiveness

        The amendments described in this Proposal 2 will not become effective unless approved by the affirmative vote of a majority of the votes cast at the Special Meeting.

        If this Proposal 2 is approved, the proposed Bye-law amendments will be effective immediately following the Special Meeting and the new shareholder nomination procedures will be available for use at the 2018 annual general meeting or at the next special general meeting, whichever is sooner. If this Proposal 2 is not approved, Sections 1.1, 24.1, 24.2 and 24.5 of the Existing Bye-laws will not be amended.

        The description of the proposed amendments to the Existing Bye-laws set forth in this Proposal 2 is only a summary and is qualified in its entirety by reference to the full text of the Restated Bye-laws, a copy of which is provided in Appendix A to this Proxy Statement, with additions of text indicated by underlining and deletions of text indicated by strike-outs. The text of Appendix A is incorporated into this discussion by reference. Shareholders are encouraged to read the full text of the Restated Bye-laws in Appendix A.

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL 2

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PROPOSAL 3

AMENDMENTS TO THE EXISTING BYE-LAWS TO MODIFY CERTAIN SUPERMAJORITY VOTING REQUIREMENTS

Summary of the Supermajority Amendments Proposal

        We are asking our shareholders to approve certain amendments to the Existing Bye-laws that would replace provisions requiring approval of 662/3% of the directors and holders of all shares in issue to alter or rescind certain sections of the Existing Bye-laws with a simple majority standard. In particular, these amendments would allow amendments to the Restated Bye-laws, as well as Axovant's Memorandum of Association, or the Memorandum, with approval of a majority of the directors and votes cast by shareholders at a general meeting of Axovant's shareholders.

Background

        The Board recognizes that our shareholders would benefit from a reduction of the current 662/3% supermajority voting thresholds, since they pose a challenging threshold to effect certain changes to the Existing Bye-laws and the Memorandum. If such a reduction is approved by shareholders, it will give Axovant's shareholders greater influence over Axovant's corporate governance and further align our policies with corporate governance best practices.

        For this reason, the Board determined that reducing the current supermajority voting thresholds from 662/3% to a simple majority voting threshold is in the best interests of Axovant's shareholders and it has unanimously adopted a resolution approving and declaring advisable the amendments described in this Proposal 3.

Proposed Amendments

        Section 83 of the Existing Bye-laws requires approval of not less than 662/3% of the directors then in office and the votes attaching to all shares in issue to amend Sections 30 (Power to Demand Vote on Poll), 43 (Election of Directors), 44 (Classes of Directors), 47 (Removal of Directors), 59 (Indemnification and Exculpation of Directors and Officers) and 82 (Winding Up) of the Existing Bye-laws and Section 84 of the Existing Bye-laws (Changes to the Memorandum of Association) of the Existing Bye-laws requires approval of not less than 662/3% of the votes attaching to all shares in issue to make any alterations or amendments to the Memorandum. If Proposal 3 is approved, Sections 83 and 84 of the Existing Bye-laws would be amended so that amendments to any section of the Restated Bye-laws or any alterations or amendments to the Memorandum could be effected with approval of a simple majority resolution by the Board and votes cast by shareholders at a general meeting of Axovant's shareholders.

Effectiveness

        The amendments described in this Proposal 3 that would eliminate the need for a supermajority to amend certain sections of the Existing Bye-laws will not become effective unless approved by the affirmative vote of a majority of the votes cast at the Special Meeting. The amendments described in this Proposal 3 to eliminate the need for a supermajority to make any alterations or amendments to the Memorandum of Association will not become effective unless approved by the affirmative vote of at least 662/3% of the votes attaching to all shares in issue.

        If this Proposal 3 is adopted, the proposed Bye-law amendments will be effective immediately following the Special Meeting and the new voting procedures will be available for use immediately. If this Proposal 3 is not approved, Sections 83 and 84 of the Existing Bye-laws will not be amended.

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        The description of the proposed amendments to the Existing Bye-laws set forth in this Proposal 3 is only a summary and is qualified in its entirety by reference to the full text of the Restated Bye-laws, a copy of which is provided in Appendix A to this Proxy Statement, with additions of text indicated by underlining and deletions of text indicated by strike-outs. The text of Appendix A is incorporated into this discussion by reference. Shareholders are encouraged to read the full text of the Restated Bye-laws in Appendix A.

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL 3

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PROPOSAL 4

AMENDMENT TO THE EXISTING BYE-LAWS TO PERMIT OUR PRINCIPAL EXECUTIVE OFFICER TO SUMMON MEETINGS OF THE BOARD

Summary of Notice of Board Meetings Amendment Proposal

        We are asking our shareholders to approve an amendment to the Existing Bye-laws that would allow our Principal Executive Officer to summon a Board meeting at any time.

Background

        The Existing Bye-Laws permit the Chairman, a majority of directors then in office, or the Secretary of Axovant upon the requisition of a director, to summon a meeting of the Board. The Board believes that the Principal Executive Officer should also be permitted to summon a meeting of the Board given his or her familiarity with the operations of the business and the potential that he or she may identify an issue that requires prompt attention from the Board. As a result, the Board determined that permitting the Principal Executive Officer to summon a meeting of the Board at any time is in the best interests of Axovant and its shareholders and the Board has unanimously adopted a resolution approving and declaring advisable the amendments described in this Proposal 4.

Proposed Amendments

        Section 61 of the Existing Bye-laws would be amended to allow the Principal Executive Officer to summon a meeting of the Board at any time.

Effectiveness

        This amendment described in this Proposal 4 will not become effective unless approved by the affirmative vote of a majority of the votes cast at the Special Meeting.

        If this Proposal 4 is adopted, the proposed Bye-law amendment will be effective immediately following the Special Meeting. If this Proposal 4 is not approved, Section 61 of the Existing Bye-laws will not be amended.

        The description of the proposed amendments to the Existing Bye-laws set forth in this Proposal 4 is only a summary and is qualified in its entirety by reference to the full text of the Restated Bye-laws, a copy of which is provided in Appendix A to this Proxy Statement, with additions of text indicated by underlining and deletions of text indicated by strike-outs. The text of Appendix A is incorporated into this discussion by reference. Shareholders are encouraged to read the full text of the Restated Bye-laws in Appendix A.

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL 4

12


PROPOSAL 5

AMENDMENT TO THE EXISTING BYE-LAWS TO MODIFY CERTAIN DIRECTOR REMOVAL AND VACANCY REQUIREMENTS

Summary of Director Removal and Vacancy Proposal

        We are asking our shareholders to approve amendments to the Existing Bye-laws intended to (i) clarify that the right of shareholders to remove directors with cause is in addition to their right to requisition the Board to convene a special general meeting for purposes of ending the term of the then-current directors and electing a new slate of directors, (ii) provide that a director shall immediately vacate his or her position if they are not re-elected at an annual general meeting or at a special general meeting called for the purpose of electing a new slate of directors, and (iii) permit a director's resignation to become effective on a date after they submit notice to Axovant, so long as such future date is agreed by the Board.

Background

        The Board believes that it is not clear in Section 47 of the Existing Bye-Laws that shareholders have both the right to remove directors for cause and to requisition the Board to convene a special general meeting for purposes of ending the term of the then-current directors and electing a new slate of directors. The Board believes that as a matter of good governance and to support shareholder democracy, it is critical that the Restated Bye-laws are clear that shareholders possess both rights.

        Additionally, the Board believes that Section 48 of the Existing Bye-laws should be amended to provide that (i) directors must vacate their position immediately if they are removed, become bankrupt, become of unsound mind or die or if they are not re-elected at a general meeting of shareholders and (ii) the Board has flexibility to agree to delay the effectiveness of a resignation following notice by a director. These revisions will ensure that without the Board's approval, directors may not remain in their position and potentially disrupt the Board process once they have vacated their position and that the Board can effect a smooth transition if a director delivers their resignation notice prior to the date on which the Board and such director agree the director should leave office.

        As a result, the Board determined that such amendments are in the best interests of Axovant and its shareholders and the Board has unanimously adopted a resolution approving and declaring advisable the amendments described in this Proposal 5.

Proposed Amendments

        Section 47 of the Existing Bye-laws would be amended to clarify that the right of shareholders to remove directors with cause is in addition to their rights to requisition the Board to convene a special general meeting for purposes of ending the term of the then-current directors and electing a new slate of directors. Section 48 of the Existing Bye-laws would be amended to provide that (i) a director shall immediately vacate his or her position if they are not re-elected at an annual general meeting or at a special general meeting called for the purpose of electing a new slate of directors and (ii) a director's resignation may be effective on a date after they submit notice to Axovant, so long as such future date is agreed by the Board.

Effectiveness

        The amendments described in this Proposal 5 will not become effective unless approved by the affirmative vote of at least 662/3% of the votes attaching to all Axovant shares in issue .

13


        If this Proposal 5 is adopted, the proposed Bye-law amendments will be effective immediately following the Special Meeting. If this Proposal 5 is not approved, Sections 47 and 48 of the Existing Bye-laws will not be amended.

        The description of the proposed amendments to the Existing Bye-laws set forth in this Proposal 5 is only a summary and is qualified in its entirety by reference to the full text of the Restated Bye-laws, a copy of which is provided in Appendix A to this Proxy Statement, with additions of text indicated by underlining and deletions of text indicated by strike-outs. The text of Appendix A is incorporated into this discussion by reference. Shareholders are encouraged to read the full text of the Restated Bye-laws in Appendix A.

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL 5

14


PROPOSAL 6

AMENDMENT TO THE EXISTING BYE-LAWS TO REVISE CERTAIN PROVISIONS

Summary of Revisions to Certain Provisions Proposal

        Section 83 of the Existing Bye-laws requires a resolution of the Board and shareholders to rescind, alter or amend any section of the Existing Bye-laws, including for immaterial revisions. As a result, we are asking our shareholders to approve amendment to the Existing Bye-laws to address the following immaterial changes to the Existing Bye-laws:

        The Board has unanimously adopted a resolution approving and declaring advisable the amendments to the Existing Bye-laws described above.

Effectiveness

        The amendments described in this Proposal 6 will not become effective unless approved by the affirmative vote of a majority of the votes cast at the Special Meeting.

        If this Proposal 6 is approved, the proposed Bye-law amendments described above will be effective immediately following the Special Meeting. If this Proposal 6 is not approved, the Existing Bye-laws will not be amended to reflect such proposed revisions.

        This description of the proposed amendments to the Existing Bye-laws set forth in this Proposal 6 is only a summary and is qualified in its entirety by reference to the full text of the Restated Bye-laws, a copy of which is provided in Appendix A to this Proxy Statement, with additions of text indicated by underlining and deletions of text indicated by strike-outs. The text of Appendix A is incorporated into this discussion by reference. Shareholders are encouraged to read the full text of the Restated Bye-laws in Appendix A.

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL 6

15


Security Ownership of
Certain Beneficial Owners and Management

        The following table sets forth certain information regarding the ownership of our common shares as of October 31, 2017 by:

        This table is based upon information supplied by officers, directors and principal shareholders and filings with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the shareholders named in this table has sole voting and dispositive power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 107,710,160 shares outstanding on October 31, 2017, adjusted as required by rules promulgated by the SEC. Except as set forth below, the principal business address of each such person or entity is c/o Axovant Sciences Ltd., Suite 1, 3rd Floor, 11-12 St. James's Square, London, SW1Y 4LB, United Kingdom.

Beneficial Owner
  Number of Shares
Beneficially Owned
  Percent of Shares
Beneficially Owned
 

5% Shareholders:

             

Roivant Sciences Ltd.(1)

    75,000,000     69.6 %

Named Executive Officers and Directors:

             

Vivek Ramaswamy(2)

    357,000     *  

Gregory M. Weinhoff, M.D.(2)

    829,096     *  

Lawrence T. Friedhoff, M.D., Ph.D.(2)(3)

    600,000     *  

David T. Hung, M.D.(4)

    4,539,375     4.1  

Kathryn E. Falberg(5)

    123,937     *  

Patrick Machado(1)(6)

    75,070,000     69.7  

Berndt Modig(2)

    159,000     *  

Ilan Oren

         

Atul Pande, M.D.(2)

    149,000     *  

W. Anthony Vernon(5)

    123,937     *  

All executive officers and directors as a group (13 persons)(7)

    83,906,045     72.4 %

*
Represents beneficial ownership of less than one percent.

(1)
As reported in Schedules 13D filed with the SEC on October 19, 2016, June 14, 2017 and September 15, 2017, Roivant Sciences Ltd. ("RSL") directly owns and has voting and dispositive power over 75,000,000 common shares. Dispositive decisions of RSL require approval by a majority of the directors of RSL, including (a) at least two independent directors (as defined in RSL's internal governance documents) or (b) if there is only one independent director, that sole independent director. Patrick Machado and Andrew Lo are each currently serving as independent directors of RSL and therefore may each be deemed to share dispositive power over, and to be an indirect beneficial owner of, our common shares directly beneficially owned by RSL. Vivek Ramaswamy, a member of the Board, is also a director of RSL but does not have voting or dispositive power over the shares held of record by RSL. In addition, RSL's internal governance documents provide that four principal shareholders of RSL, Dexxon, Viking, QVT and SVF (each as defined below), voting unanimously, have the right to override certain decisions of the board of directors of RSL, including with respect to dispositions of our common shares. Accordingly,

16


    Dexxon Holdings Limited ("Dexxon"), Viking Global Investors LP, Viking Global Performance LLC, Viking Global Equities LP, Viking Global Equities II LP, VGE III Portfolio Ltd., Viking Long Fund GP LLC, Viking Long Fund Master Ltd., Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Illiquid Investments Sub-Master LP, O. Andreas Halvorsen, Rose S. Shabet and David C. Ott (collectively, "Viking"), QVT Financial LP, QVT Financial GP LLC, QVT Associates GP LLC and QVT Fund V LP (collectively, "QVT") and SVF Investments (UK) Limited, SVF Holdings (UK) LLP, SoftBank Vision Fund L.P. and SVF GP (Jersey) Limited (collectively, "SVF") may each be deemed to have shared dispositive power, and therefore, beneficial ownership, over our common shares owned directly by RSL. The principal business address of RSL is Suite 1, 3rd Floor, 11-12 St. James's Square, London, SW1Y 4LB, United Kingdom.

(2)
Represents common shares issuable pursuant to an immediately exercisable option.

(3)
Lawrence T. Friedhoff, M.D. Ph.D., ceased his duties as an officer of Axovant on September 28, 2017.

(4)
Includes 539,375 common shares and 4,000,000 common shares issuable pursuant to an immediately exercisable option.

(5)
Includes 53,937 common shares and 70,000 common shares issuable pursuant to an immediately exercisable option.

(6)
Includes 70,000 common shares issuable pursuant to an immediately exercisable option.

(7)
Includes 75,649,549 common shares and 8,256,496 common shares issuable pursuant to immediately exercisable options.

17


Householding of Proxy Materials

        The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Special Meeting materials with respect to two or more shareholders sharing the same address by delivering a single set of Special Meeting materials addressed to those shareholders. This process, which is commonly referred to as "householding," potentially means extra convenience for shareholders and cost savings for companies.

        For this Special Meeting, a number of brokers with account holders who are Axovant shareholders will be "householding" our proxy materials. A single set of Special Meeting materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate set of Special Meeting materials, please notify your broker or Axovant. Direct your written request to Axovant Sciences, Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Shareholders who currently receive multiple copies of the Special Meeting materials at their addresses and would like to request "householding" of their communications should contact their brokers.

Other Matters

        The Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

    By Order of the Board of Directors

 

 

GRAPHIC
    David Hung, M.D.
Principal Executive Officer

November 29, 2017

18


APPENDIX A

SECOND AMENDED AND RESTATED BYE-LAWS OF

AXOVANT SCIENCES LTD.


TABLE OF CONTENTS

 
   
   
 
 

Interpretation

 
 

1.

 

Definitions

    1  
 

Shares

 
 

2.

 

Power to Issue Shares

    3  
 

3.

 

Power of the Company to Purchase its Shares

    3  
 

4.

 

Rights Attaching to Shares

    3  
 

5.

 

Calls on Shares

    5  
 

6.

 

Forfeiture of Shares

    5  
 

7.

 

Share Certificates

    6  
 

8.

 

Fractional Shares

    6  
 

Registration of Shares

 
 

9.

 

Register of Members

    7  
 

10.

 

Registered Holder Absolute Owner

    7  
 

11.

 

Transfer of Registered Shares

    7  
 

12.

 

Transmission of Registered Shares

    8  
 

Alteration of Share Capital

 
 

13.

 

Power to Alter Capital

    9  
 

14.

 

Variation of Rights Attaching to Shares

    9  
 

Dividends and Capitalisation

 
 

15.

 

Dividends

    9  
 

16.

 

Power to Set Aside Profits

    10  
 

17.

 

Method of Payment

    10  
 

18.

 

Capitalisation

    10  
 

Meetings of Members

 
 

19.

 

Annual General Meetings

    11  
 

20.

 

Special General Meetings

    11  
 

21.

 

Requisitioned General Meetings

    11  
 

22.

 

Notice

    11  
 

23.

 

Giving Notice and Access

    11  
 

24.

 

Notice of Nominations and Member Business

    12  
 

25.

 

Postponement or Cancellation of General Meeting

    15  
 

26.

 

Electronic Participation and Security at General Meetings

    15  
 

27.

 

Quorum at General Meetings

    16  
 

28.

 

Chairman to Preside at General Meetings

    16  
 

29.

 

Voting on Resolutions

    16  
 

30.

 

Power to Demand Vote on Poll

    17  
 

31.

 

Voting by Joint Holders of Shares

    17  
 

32.

 

Votes of Members—General

    18  
 

33.

 

Adjustment of Voting Power

    18  
 

34.

 

Other Adjustments of Voting Power

    19  
 

35.

 

Notice

    19  
 

36.

 

Board Determination Binding

    19  
 

37.

 

Requirement to Provide Information and Notice

    19  
 

38.

 

Instrument of Proxy

    20  
 

39.

 

Representation of Corporate Member

    21  
 

40.

 

Adjournment of General Meeting

    21  
 

41.

 

Written Resolutions

    21  
 

42.

 

Directors Attendance at General Meetings

    22  
 

Directors and Officers

 
 

43.

 

Election of Directors

    22  
 

44.

 

Classes of Directors

    22  

 
   
   
 
 

45.

 

Term of Office of Directors

    23  
 

46.

 

Alternate Directors

    23  
 

47.

 

Removal of Directors

    23  
 

48.

 

Vacancy in the Office of Director

    24  
 

49.

 

Remuneration of Directors

    24  
 

50.

 

Defect in Appointment

    24  
 

51.

 

Directors to Manage Business

    24  
 

52.

 

Powers of the Board of Directors

    24  
 

53.

 

Register of Directors and Officers

    25  
 

54.

 

Appointment of Officers

    25  
 

55.

 

Appointment of Secretary

    26  
 

56.

 

Duties of Officers

    26  
 

57.

 

Remuneration of Officers

    26  
 

58.

 

Conflicts of Interest

    26  
 

59.

 

Indemnification and Exculpation of Directors and Officers

    26  
 

Meetings of the Board of Directors

 
 

60.

 

Board Meetings

    27  
 

61.

 

Notice of Board Meetings

    27  
 

62.

 

Electronic Participation in Meetings

    27  
 

63.

 

Quorum at Board Meetings

    28  
 

64.

 

Board to Continue in Event of Vacancy

    28  
 

65.

 

Chairman to Preside

    28  
 

66.

 

Written Resolutions

    28  
 

67.

 

Validity of Prior Acts of the Board

    28  
 

Corporate Records

 
 

68.

 

Minutes

    28  
 

69.

 

Place Where Corporate Records Kept

    28  
 

70.

 

Form and Use of Seal

    29  
 

Accounts

 
 

71.

 

Books of Account

    29  
 

72.

 

Financial Year End

    29  
 

Audits

 
 

73.

 

Annual Audit

    29  
 

74.

 

Appointment of Auditor

    29  
 

75.

 

Remuneration of Auditor

    29  
 

76.

 

Duties of Auditor

    30  
 

77.

 

Access to Records

    30  
 

78.

 

Financial Statements

    30  
 

79.

 

Distribution of Auditor's Report

    30  
 

80.

 

Vacancy in the Office of Auditor

    30  
 

Business Combinations

 
 

81.

 

Business Combinations

    30  
 

Voluntary Winding-Up and Dissolution

 
 

82.

 

Winding-Up

    34  
 

Changes to Constitution

 
 

83.

 

Changes to Bye-laws

    34  
 

84.

 

Changes to the Memorandum of Association

    34  
 

85.

 

Discontinuance

    34  
 

86.

 

Amalgamation or Merger

    34  

INTERPRETATION

1.  Definitions

1.1
In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Act

  the Companies Act 1981 as amended from time to time;

Alternate Director

 

an alternate director appointed in accordance with these Bye-laws;

Attribution Percentage

 

with respect to a Member, the percentage of the Member's shares that are treated as Controlled Shares of a Tentative 9.5% U.S. Member;

Auditor

 

includes an individual, company or partnership;

Board

 

the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;

Code

 

the United States Internal Revenue Code of 1986, as amended;

Company

 

the company for which these Bye-laws are approved and confirmed;

Controlled Shares

 

all shares of the Company directly, indirectly or constructively owned by a person as determined pursuant to sections 957 and 958 of the Code and the Treasury Regulations promulgated thereunder;

Director

 

a director of the Company and shall include an Alternate Director;

Eligible Member

 

a Member whose Controlled Shares constitute five percent (5%) or more of the voting power of all issued shares of the Company and who has held such shares for at least two years;

indirect

 

when referring to a holder or owner of shares, ownership of shares within the meaning of section 958(a)(2) of the Code;

Member

 

the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

9.5% U.S. Member

 

a U.S. Person whose Controlled Shares constitute nine and one-half percent (9.5%) or more of the voting power of all issued shares of the Company or who would otherwise be treated as a "United States Shareholder" as defined by section 951(b) of the Code, if the Company were a controlled foreign corporation as defined in section 957 of the Code and if the ownership threshold under section 951(b) of the Code were nine and one-half percent (9.5%), other than a 9.5% Excluded U.S. Member;

9.5% Excluded U.S. Member

 

(i) a person who would, as of the time these Bye-laws become effective, be a 9.5% U.S. Member pursuant to the definition of 9.5% U.S. Member and (ii) a person that is not a U.S. Person, but who would, as of the time these Bye-laws become effective, be a 9.5% U.S. Member pursuant to the definition of 9.5% U.S. Member if such person was a U.S. Person; provided, however, that when determining if a person would be a 9.5% U.S. Member for purposes of this definition, the exclusion from the definition of a 9.5% U.S. Member for 9.5% Excluded U.S. Members shall be disregarded;

1


notice

 

written notice as further provided in these Bye-laws unless otherwise specifically stated;

Officer

 

any person appointed by the Board to hold an office in the Company;

Register of Directors and Officers

 

the register of directors and officers referred to in these Bye-laws;

Register of Members

 

the register of members referred to in these Bye-laws;

Resident Representative

 

any person appointed to act as resident representative and includes any deputy or assistant resident representative;

Secretary

 

the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

Tentative 9.5% U.S. Member

 

a U.S. Person that, but for adjustments or restrictions on exercise of the voting power of shares pursuant to Bye-law 33, would be a 9.5% U.S. Member (other than a 9.5% Excluded U.S. Member);

Treasury Share

 

a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled; and

U.S. Person

 

a "United States person" as defined in Section 957(c) of the Code.

1.2
In these Bye-laws, where not inconsistent with the context:

(a)
words denoting the plural number include the singular number and vice versa;

(b)
words denoting the masculine gender include the feminine and neuter genders;

(c)
words importing persons include companies, associations or bodies of persons whether corporate or not;

(d)
the words:

(i)
"may" shall be construed as permissive; and

(ii)
"shall" shall be construed as imperative;

(e)
a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;

(f)
the word "corporation" means a corporation whether or not a company within the meaning of the Act;

(g)
unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.

1.3
In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

1.4
Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.

2


SHARES

2.  Power to Issue Shares

2.1
Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine.

2.2
Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).

2.3
Notwithstanding the foregoing or any other provision of these Bye-laws, the Company may not issue any shares in a manner that the Board determines in its sole discretion may result in a non de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any direct or indirect holder of shares or its affiliates.

3.  Power of the Company to Purchase its Shares

3.1
The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.

3.2
The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.

3.3
Notwithstanding the foregoing or any other provision of these Bye-laws, any such purchase or acquisition may not be made if the Board determines in its sole discretion that the purchase or acquisition may result in a non de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any direct or indirect holder of shares or its affiliates.

4.  Rights Attaching to Shares

4.1
At the date these Bye-laws are adopted, the share capital of the Company is divided into one billion (1,000,000,000) common shares of par value US$0.00001 each (the "Common Shares"), the holders of which shall, subject to these Bye-laws:

(a)
be entitled to one vote per share;

(b)
be entitled to such dividends as the Board may from time to time declare;

(c)
in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d)
generally be entitled to enjoy all of the rights attaching to shares.

4.2
The Board is authorised to provide for the creation and issuance of preference shares (the "Preference Shares") in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such series (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares with prior ranking shall not be deemed to vary the rights attached to the Common Shares or, subject to the terms of any other series of Preference Shares, to vary the rights attached to any other series of Preference Shares). The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(a)
the number of shares constituting that series and the distinctive designation of that series;

3


4.3
Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorised and unissued Preference Shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution or resolutions of the Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of Preference Shares.

4.4
At the discretion of the Board, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board, including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations.

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4.5
All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.

5.  Calls on Shares

5.1
The Board may make such calls as it thinks fit upon the Members in respect of any moneys (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members (and not made payable at fixed times by the terms and conditions of issue) and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

5.2
Any amount which by the terms of allotment of a share becomes payable upon issue or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for all the purposes of these Bye-laws be deemed to be an amount on which a call has been duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of these Bye-laws as to forfeiture, payment of interest, costs and expenses, forfeiture or otherwise shall apply as if such amount had become payable by virtue of a duly made and notified call.

5.3
The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof.

5.4
The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him such Member, although no part of that amount has been called up or become payable.

6.  Forfeiture of Shares

6.1
If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:

Notice of Liability to Forfeiture for Non-Payment of Call
Axovant Sciences Ltd. (the "Company")



 

 

 
[Signature of Secretary] By Order of the Board    

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6.2
If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act.

6.3
A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.

6.4
The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

7.  Share Certificates

7.1
Every Member shall be entitled to a certificate under the common seal (or a facsimile thereof) of the Company or bearing the signature (or a facsimile thereof) of a Director or Secretary or a person expressly authorized to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.

7.2
The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.

7.3
If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

7.4
Notwithstanding any provisions of these Bye-laws:

(a)
the Directors shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system concerned, have power to implement any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and transfer of uncertificated shares and to the extent such arrangements are so implemented, no provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer of shares in uncertificated form; and

(b)
unless otherwise determined by the Directors and as permitted by the Act and any other applicable laws and regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument.

8.  Fractional Shares

        The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

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REGISTRATION OF SHARES

9.  Register of Members

9.1
The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act.

9.2
The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.

10.  Registered Holder Absolute Owner

        The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

11.  Transfer of Registered Shares

11.1
An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:

Transfer of a Share or Shares
Axovant Sciences Ltd. (the "Company")

Signed by:   In the presence of:


 

 


 
Transferor   Witness


 

 


 
Transferee   Witness
11.2
Such instrument of transfer shall be signed by (or in the case of a party that is a corporation) on behalf of the transferor and transferee, provided that, in the case of a fully paid up share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Members.

11.3
The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

11.4
The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

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11.5
The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share which is not fully paid up. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

11.6
Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.

11.7
Notwithstanding anything to the contrary in these Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange may be transferred in accordance with the rules and regulations of such exchange.

11.8
Notwithstanding the foregoing, the Board may decline to approve or register or permit the registration of any transfer of shares if it appears to the Board that any non-de minimis adverse tax, regulatory or legal consequences to the Company, any subsidiary of the Company or any direct or indirect holder of shares or its Affiliates would result from such Transfer.

12.  Transmission of Registered Shares

12.1
In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

12.2
Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member
Axovant Sciences Ltd. (the "Company")

Signed by:   In the presence of:


 

 


 
Transferor   Witness


 

 


 
Transferee   Witness

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12.3
On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.

12.4
Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

ALTERATION OF SHARE CAPITAL

13.  Power to Alter Capital

13.1
The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.

13.2
Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.

14.  Variation of Rights Attaching to Shares

14.1
If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

14.2
Notwithstanding the foregoing or any other provision of these Bye-laws, the Company shall not vary or alter the rights attaching to any class of shares if the Board, after taking into account any adjustments to or restrictions on exercise of voting rights under Bye-laws 33 and 34 (inclusive), determines in its sole discretion that any non de minimis adverse tax, regulatory or legal consequences to the Company, any subsidiary of the Company, or any direct or indirect holders of shares or its affiliates may result from such variation.

DIVIDENDS AND CAPITALISATION

15.  Dividends

15.1
The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.

15.2
The Board may fix any date as the record date for determining the Members entitled to receive any dividend.

15.3
The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

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15.4
The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

16.  Power to Set Aside Profits

        The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.

17.  Method of Payment

17.1
Any dividend or other moneys payable in respect of a share may be paid by cheque or draft sent through the post directed to the address of the Member in the Register of Members (in the case of joint Members, the senior joint holder, seniority being determined by the order in which the names stand in the Register of Members), or by direct transfer to such bank account as such Member may direct. Every such cheque shall be made payable to the order of the person to whom it is sent or to such persons as the Member may direct, and payment of the cheque or draft shall be a good discharge to the Company. Every such cheque or draft shall be sent at the risk of the person entitled to the money represented thereby. If two or more persons are registered as joint holders of any shares any one of them can give an effectual receipt for any dividend paid in respect of such shares.

17.2
The Board may deduct from the dividends or distributions payable to any Member all moneys due from such Member to the Company on account of calls or otherwise.

17.3
Any dividend and/or other moneys payable in respect of a share which has remained unclaimed for 6 years from the date when it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company's own account. Such payment shall not constitute the Company a trustee in respect thereof.

17.4
The Company shall be entitled to cease sending dividend cheques and warrantsdrafts by post or otherwise to a Member if those instruments have been returned undelivered to, or left uncashed by, that Member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the Member's new address. The entitlement conferred on the Company by this Bye-law 17.4 in respect of any Member shall cease if the Member claims a dividend or cashes a dividend cheque or warrantdraft.

18.  Capitalisation

18.1
The Board may capitalise any amount for the time being standing to the credit of any of the Company's share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid up bonus shares pro-rata (except in connection with the conversion of shares of one class to shares of another class) to the Members.

18.2
The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid up shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

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MEETINGS OF MEMBERS

19.  Annual General Meetings

        The annual general meeting of the Company shall be held in each year (other than the year of incorporation) at such time and place as the Principal Executive Officer or the Chairman (if any) or any two Directors or any Director and the Secretary or the Board shall appoint.

20.  Special General Meetings

        The Principal Executive Officer or the Chairman (if any) or any two Directors or any Director and the Secretary or the Board may convene a special general meeting whenever in their judgment such a meeting is necessary.

21.  Requisitioned General Meetings

        The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply.

22.  Notice

22.1
At least 14 days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.

22.2
At least 10 days' notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.

22.3
The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting.

22.4
A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.

22.5
The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

23.  Giving Notice and Access

23.1
A notice may be given by the Company to a Member:

(a)
by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or

(b)
by sending it by post to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or

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23.2
Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

23.3
In proving service under paragraphs 23.1 (b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.

23.4
Where a Member indicates his consent (in a form and manner satisfactory to the Board) to receive information or documents by accessing them on a website rather than by other means, or receipt in this manner is otherwise permitted by the Act, the Board may deliver such information or documents by notifying the Member of their availability and including therein the address of the website, the place on the website where the information or document may be found, and instructions as to how the information or document may be accessed on the website.

23.5
In the case of information or documents delivered in accordance with Bye-law 23.4, service shall be deemed to have occurred when (i) the Member is notified in accordance with that Bye-law; and (ii) the information or document is published on the website.

24.  Notice of Nominations and Member Business

24.1
Annual General Meetings

(a)
Nominations of persons for election to the Board or the proposal of other business to be transacted by the Members may be made at an annual general meeting only (A) pursuant to the Company's notice of meeting (or any supplement thereto), (B) by or at the direction of the Board or (C) subject to any applicable law, by Members (including as provided for in Bye-law 24.1(e), in the case of proposals of any business other than in respect of director nominations), by any Eligible Member of record at the time of giving of notice as provided for in this Bye-law 24.1 and who comply with the notice procedures set forth in this Bye-law 24.1, and such nomination or proposal of other business shall be included in a proxy statement prepared by the Company to solicit proxies for the annual general meeting described below;

(b)
For nominations or other business to be properly brought before an annual general meeting by a Member pursuant to clause (C) of Bye-law 24.1(a), the Member must have given timely notice thereof in writing to the Secretary and any such proposed business must constitute a proper matter for Member action. To be timely, a Member's notice shall be delivered to or mailed and received by the Secretary at the registered office of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual general meeting; provided, that in the event that the date of the annual general meeting is

12


13


24.2
Special General Meetings

(a)
Only such business shall be conducted at a special general meeting as shall have been brought before the general meeting in accordance with the Company's notice of meeting pursuant to Bye-laws 22 and 23.

(b)
Nominations of persons for election to the Board at a special general meeting may be made (i) by or at the direction of the Board or (ii) provided that the Board has determined that Members may nominate persons for election to the Board at such general meeting, by any Member of the Company who is asubject to any applicable law, by any Eligible Member of record at the time of giving of notice provided for in this Bye-law 24.2(b), who shall be entitled to vote at the general meeting and who compliesand who comply with the notice procedures set forth in this Bye-law 24. If an Eligible Member submits a notice in compliance with this Bye-law 24.2, the nomination set forth in the notice shall be included in a proxy statement prepared by the Company to solicit proxies for such special general meeting.

(c)
For nominations to be properly brought before a special general meeting by a Member pursuant to Bye-law 24.2(b)(ii), the Member must have given timely notice thereof in writing to the Secretary. To be timely, a Member's notice shall be delivered to or mailed and received at the registered office of the Company not later than seven days following the earlier of the date on which notice of the special general meeting was posted to shareholders or the date on which public disclosure of the date of the special general meeting was made, or if Members' nominations are provided pursuant to a requisition of a special general meeting, notice shall be timely if it is provided in accordance with the requirements to requisition a general meeting under Bye-law 21.

(d)
A Member's notice to the Secretary, including any notice of requisition pursuant to Bye-law 21, shall comply with the notice requirements of Bye-law 24.1(c) and (d).

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24.3
General

(a)
At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary the information that is required to be set forth in a Member's notice of nomination pursuant to Bye-law 24.1(c).

(b)
No person shall be eligible to be nominated by a Member to serve as a director of the Company unless nominated in accordance with the procedures set forth in this Bye-law 24.

(c)
The chairman of the general meeting shall, if the facts warrant, determine and declare to the general meeting that a nomination was not made in accordance with the procedures prescribed by these Bye-laws or that business was not properly brought before the general meeting, and if he should so determine and declare, the defective nomination shall be disregarded or such business shall not be transacted, as the case may be.

(d)
Notwithstanding the foregoing provisions of this Bye-law 24, unless otherwise required by the Act, if the Member (or a qualified representative of the Member) does not appear at the annual or special general meeting to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of this Bye-law 24.3, to be considered a qualified representative of the Member, a person must be a duly authorized officer, manager or partner of such Member or must be authorized by a writing executed by such Member or an electronic transmission delivered by such Member to act for such Member as proxy at the general meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the general meeting.

24.4
Without limiting the foregoing provisions of this Bye-law 24, a Member shall also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the matters set forth in this Bye-law 24; provided, that any references in these Bye-laws to the Securities Exchange Act of 1934 or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Bye-law, and compliance with Bye-law 24.1 or 24.2 shall be the exclusive means for a Member to make nominations or submit other business (other than as provided in Bye-law 24.1(e)).

24.5
Notwithstanding anything in this Bye-law 24 or otherwise in these Bye-laws to the contrary, this Bye-law 24 shall not apply to any nomination of any individual pursuant to the Shareholders Agreement.

25.  Postponement or Cancellation of General Meeting

        The Secretary may, and on instruction from the Chairman or the Principal Executive Officer shall, postpone or cancel any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement or cancellation is given to each Member before the time for such meeting. Fresh notice of the date, time and place for the postponed or cancelled meeting shall be given to the Members in accordance with these Bye-laws.

26.  Electronic Participation and Security at General Meetings

26.1
Members may participate in any general meeting by such telephonic, electronic or other communications facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

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26.2
The Board may, and at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.

27.  Quorum at General Meetings

27.1
At any general meeting two or more persons present at the start of the meeting and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company shall form a quorum for the transaction of business.

27.2
If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.

28.  Chairman to Preside at General Meetings

        Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, and if not the Principal Executive Officer, if there be one, shall act as chairman at all general meetings at which such person is present. In their absence, a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

29.  Voting on Resolutions

29.1
Subject to the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail.

29.2
No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.

29.3
At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to these Bye-laws and any rights or restrictions for the time being lawfully attached to any class of shares, every Member present in person and every person