Acceptance And Transfer Form - Shares (Page 3 of 4) in pdf

Acceptance And Transfer Form - Shares Page 3

POWER OF ATTORNEY

By signing the front of this form, the Seller hereby enters into a power of attorney in favour of Holliday

Group as follows:

As from the time of the Offer being declared unconditional, I/we irrevocably authorise and appoint

Holliday Group (with power of substitution by Holliday Group in favour of such person(s) as Holliday

Group may appoint to act on its behalf) as my/our attorney and agent to act for me/us and to do all

matters of any kind or nature whatsoever in respect of or pertaining to the Shares referred to above

and all rights and benefits attaching to them as Holliday Group may think proper and expedient and

which I/we could lawfully do or cause to be done if personally acting, including the transfer of Shares

to any person or persons whatsoever, the appointment of a proxy or proxies for any meeting of the

shareholders of Finzsoft, attendance in person at, and voting at, such meeting, application to any court

whatsoever and execution of all documents in my/our name(s) which Holliday Group may consider

necessary for all or any of the foregoing purposes.

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

IF SIGNING UNDER POWER OF ATTORNEY, THE ATTORNEY(S) SIGNING MUST SIGN THE FOLLOWING CERTIFICATE OF

NON-REVOCATION OF POWER OF ATTORNEY

I/WE

__________________________________________________________________________________________________

(Insert name of Attorney(s) signing)

__________________________________________________________________________________________________

(Address and Occupation)

HEREBY CERTIFIES:

(a)

that by a Power of Attorney dated the ____________ day of __________________________________________ the

Shareholder named and described on the face of this form (the Donor) appointed me/us his attorney on the terms and

conditions set out in that Power of Attorney, which terms authorise me to sign this Approval Form; and

(b)

that I/we have executed the form printed on the face of this document as attorney under that Power of Attorney and

pursuant to the powers thereby conferred upon me/us; and

(c)

that at the date hereof I/we have not received any notice or information of the revocation of that Power of Attorney by the

death (or winding up) of the Donor or otherwise.

Signed at _______________________ this ________________ day of ______________________ 20

__________________________________________________________________________________________________

Signature of Attorney(s)

NOTE: Your signature does not require witnessing.

13324755

Acceptance And Transfer Form - Shares Page 3