EX-1 2 ex1.txt ARTICLES OF INCORPORATION 1 Exhibit 1 ARTICLES OF INCORPORATION OF NET I UEPS TECHNOLOGIES, INC. The undersigned, a natural person competent to contract, does hereby make, subscribe and file these Articles of Incorporation for the purpose of organizing a corporation under the laws of the State of Florida. ARTICLE I CORPORATE NAME The name of this Corporation shall be: NET 1 UEPS TECHNOLOGIES, INC. ARTICLE II PRINCIPAL OFFICE AND MAILING ADDRESS The principal office and mailing address of the Corporation is c/o Atlas, Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301. ARTICLE III NATURE OF CORPORATE BUSINESS AND POWERS The general nature of the business to be transacted by this Corporation shall be to engage in any and all lawful business permitted under the laws of the United States and the State of Florida. James M. Schneider, Esq., FL Bar # 214338 Atlas, Pearlman, Trop & Borkson, P.A. 200 East Las Olas Boulevard, Suite 1900 Fort Lauderdale, Florida 33301 Phone No: (954) 763-1200 2 ARTICLE IV CAPITAL STOCK The maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be one hundred million (100,000,000) shares of common stock, par value $.001 per share and three million (3,000,000) shares of Preferred Stock having a par value of $.10 per share. Series of the Preferred Stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such series of Preferred Stock as adopted by the Board of Directors pursuant to the authority in this paragraph given. ARTICLE V TERM OF EXISTENCE This Corporation shall have perpetual existence. ARTICLE VI REGISTERED AGENT AND INITIAL REGISTERED OFFICE IN FLORIDA The Registered Agent and the street address of the initial Registered Office of this Corporation in the State of Florida shall be: James M. Schneider, Esq. Atlas, Pearlman, Trop & Borkson, P.A. 200 East Las Olas Boulevard, Suite 1900 Fort Lauderdale, Florida 33301 2 3 ARTICLE VII BOARD OF DIRECTORS This Corporation shall have three (3) Directors initially. ARTICLE VIII INITIAL DIRECTORS The names and addresses of the initial Directors of this Corporation are: James Neil Rodgers 510-700 West Pender St. Vancouver, BC Canada V6C 1G8 Andre Mansvelt 4th Floor North Wing President Place Rosebank, Johannesburg and Serge Belamant 4th Floor North Wing President Place Rosebank, Johannesburg The persons named as initial Directors shall hold office for the first year of existence of this Corporation, or until their successors are elected or appointed and have qualified, whichever occurs first. ARTICLE IX INCORPORATOR The name and address of the person signing these Articles of Incorporation as the Incorporator is James M. Schneider, Esq., c/o Atlas, Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301. 3 4 ARTICLE X INDEMNIFICATION This Corporation may indemnify any director, officer, employee or agent of the Corporation to the fullest extent permitted by Florida law. ARTICLE XI AFFILIATED TRANSACTIONS This Corporation expressly elects not to be governed by Section 607.0901 of the Florida Business Corporation Act, as amended from time to time, relating to affiliated transactions. IN WITNESS WHEREOF, the undersigned Incorporator has executed the foregoing Articles of Incorporation on the 8th day of May, 1997. /s/ James M. Schneider --------------------------------------- James M. Schneider, Incorporator 4 5 CERTIFICATE DESIGNATING REGISTERED AGENT AND OFFICE FOR SERVICE OF PROCESS NET 1 UEPS TECHNOLOGIES, INC., a corporation existing under the laws of the State of Florida with its principal office and mailing address c/o Atlas, Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301 has named James M. Schneider whose address is c/o Atlas, Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301 as its agent to accept service of process within the State of Florida. ACCEPTANCE: Having been named to accept service of process for the above named Corporation, at the place designated in this Certificate, I hereby accept the appointment as Registered Agent, and agree to comply with all applicable provisions of law. In addition, I hereby am familiar with and accept the duties and responsibilities as Registered Agent for said Corporation. /s/ James M. Schneider --------------------------------------- James M. Schneider 5