Company No. 9800044

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

$OF$

MELROSE INDUSTRIES PLC

Incorporated on 29 September 2015

Adopted by special resolution on 11 May 2017 with effect from 1 June 2017

	PRELIMINARY
1.	Interpretation
2.	Model articles or regulations not to apply
	LIABILITY OF MEMBERS
3.	Limited liability
	SHARE CAPITAL
4.	Share Capital
5.	Rights attaching to Incentive Shares
6.	Further rights attaching to Incentive Shares
7.	Permitted Transfer of Incentive Shares
8.	Compulsory transfer or conversion
9.	Restrictions
9A.	Rights and restrictions attaching to the B Shares
10.	Allotment
11.	Power to issue different classes of shares
12.	Variation of rights
13.	Commission
14.	Trusts not recognised
15.	Uncertificated shares
	SHARE CERTIFICATES
16.	Right to certificate
17.	Replacement certificates
LIEN	17
18.	Company's lien on shares not fully paid
19.	Enforcement of lien by sale
20.	Application of proceeds of sale
	CALLS ON SHARES
21.	Calls
22.	Power to differentiate
23.	Interest on calls
24.	Payment in advance
25.	Amounts due on allotment or issue treated as calls
	FORFEITURE
26.	Notice if call not paid
27.	Forfeiture for non compliance
28.	Notice after forfeiture

29.	Disposal of forfeited shares
30.	Arrears to be paid notwithstanding forfeiture
31.	Surrender
	UNTRACED SHAREHOLDERS
32.	Power of sale
33.	Application of proceeds of sale
	TRANSFER OF SHARES
34.	Method of transfer
35.	Right to refuse registration
36.	Fees on registration
	TRANSMISSION OF SHARES
37.	On death
38.	Election of person entitled by transmission
39.	Rights on transmission
	FRACTIONS OF SHARES
40.	Fractions
	COMPANY NAME
41.	Change of Name
	GENERAL MEETINGS

42.	Annual general meetings
43.	Convening of general meetings by the board
44.	Convening of general meetings by requirement of the members
45.	Length and form of notice
46.	Omission to send notice
47.	Postponement of general meetings
	PROCEEDINGS AT GENERAL MEETINGS
48.	Quorum
49.	Procedure if quorum not present
50.	Chairman
51.	Right to attend and speak
52.	Power to adjourn
53.	Notice of adjourned meeting
54.	Business at adjourned meeting
55.	Accommodation of members at meeting
56.	Security
	VOTING

58.	Procedure on a poll
59.	Votes of members
60.	No casting vote
61.	Restriction on voting rights for unpaid calls etc
62.	Voting by proxy
63.	Appointment of proxy
64.	Validity of actions by proxy or representative of a corporation
65.	Corporate representatives
66.	Objections to and error in voting
67.	Amendments to resolutions
68.	Class meetings
69.	Failure to disclose interests in shares
	APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
70.	Number of directors
71.	Power of the Company to appoint directors
72.	Power of the board to appoint directors
73.	Appointment of executive directors
74.	Eligibility of new directors
75.	Voting on resolution for appointment
76.	Retirement of Directors
77.	Removal by ordinary resolution
78.	Vacation of office by director
	ALTERNATE DIRECTORS
79.	Appointment
80.	Revocation of appointment
81.	Participation in board meetings
82.	Responsibility
	REMUNERATION, EXPENSES AND PENSIONS
83.	Directors' fees
84.	Additional remuneration
85.	Expenses
86.	Remuneration and expenses of alternate directors
87.	Directors' pensions and other benefits
88.	Remuneration of executive directors
	POWERS AND DUTIES OF THE BOARD
89.	Powers of the board
90.	Powers of directors being less than minimum required number

91.	Powers of executive directors
92.	Delegation to committees
93.	Agents
94.	Associate directors
95.	Exercise of voting powers
96.	Provision for employees
97.	Registers
98.	Borrowing powers
99.	Register of charges
100.	Directors' interests
	PROCEEDINGS OF DIRECTORS AND COMMITTEES
101.	Board meetings
102.	Notice of board meetings
103.	Quorum
104.	Chairman of board
105.	Voting
106.	Participation by telephone
107.	Resolution in writing
108.	Proceedings of committees
109.	Minutes of proceedings
110.	Validity of proceedings of board or committee
	SECRETARY AND AUTHENTICATION OF DOCUMENTS
111.	Secretary
112.	Authentication of documents
SEALS 50
113.	Safe custody
114.	Application of seals
	DIVIDENDS AND OTHER PAYMENTS
115.	Declaration of dividends
116.	Interim dividends
117.	Entitlement to dividends
118.	Method of payment
119.	Dividends not to bear interest
120.	Calls or debts may be deducted from dividends etc
121.	Unclaimed dividends etc.
122.	Uncashed dividends
123.	Payment of dividends in specie

124.	Payment of scrip dividends
125.	Capitalisation of profits
126.	Record dates
	ACCOUNTS
127.	Keeping and inspection of accounts
128.	Accounts to be sent to members etc.
	NOTICES AND COMMUNICATIONS
129.	Communications by the Company
130.	Notice by advertisement
131.	Deemed delivery of notices, documents and information
132.	Notice binding on transferees etc.
133.	Notice in case of joint holders and entitlement by transmission
	MISCELLANEOUS
134.	Destruction of documents
135.	Winding up
136.	Indemnity of officers, funding of directors' defence costs and power to purchase insurance 59

Company No. 9800044

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

$O_F$

NEW MELROSE INDUSTRIES PLC

(the "Company")

Incorporated on 29 September 2015

Adopted by special resolution on 11 May 2017 with effect from 1 June 2017

PRELIMINARY

$1.$ Interpretation

In these articles, unless the context otherwise requires: $(A)$

"2012 Incentive Shares" means 2012 Incentive Shares of £1 each in the capital of the Company;

"Act" means the Companies Act 2006;

"articles" means these articles of association as altered from time to time;

"auditors" means the auditors from time to time of the Company;

"board" means the board of directors from time to time of the Company or the directors present at a duly convened meeting of the directors at which a quorum is present;

"business day" means a day (not being a Saturday or Sunday) on which clearing banks are open for business in London;

"certificated" means, in relation to a share, a share which is not in uncertificated form;

"clear days" means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect:

"company" includes any corporation (whether or not a company within the meaning of the Act);

"Daily Official List" means the Daily Official List of the London Stock Exchange;

"director" means a director of the Company;

"Effective Date" means 8 a.m. on the date on which the ordinary shares of the Company are admitted to the Official List maintained by the United Kingdom Listing Authority and to trading on the main market for listed securities of the London Stock Exchange;

"entitled by transmission" means, in relation to a share, entitled as a consequence of the death or bankruptcy of a member, or as a result of another event giving rise to a transmission of entitlement by operation of law;

"executed" includes, in relation to a document, execution under hand or under seal or by any other method permitted by law:

"holder" means, in relation to a share, the member whose name is entered in the register as the holder of that share:

"in writing" means in hard copy form, or to the extent permitted by the Act, in any other form;

"London Stock Exchange" means London Stock Exchange plc;

"Melrose PLC" means Melrose PLC, company number: 4763064;

"Melrose PLC 2012 Incentive Shares" means 2012 Incentive Shares of £1 each in the capital of Melrose PLC:

"member" means a member of the Company;

"office" means the registered office of the Company;

"Old Melrose" means Melrose Industries PLC, company number: 8243706, to be renamed after the Effective Date and re-registered as a private limited company;

"Old Melrose 2012 Incentive Shares" means 2012 Incentive Shares of £1 each in the capital of Old Melrose;

"Old Scheme" means the scheme of arrangement under section 899 of the Act between Melrose PLC, Old Melrose and the holders of ordinary shares in Melrose PLC which was effective on 27 November 2012, pursuant to which Old Melrose became the holding company of Melrose PLC;

"paid" and "paid up" mean paid or credited as paid;

"qualifying person" means an individual who is a member of Company, a person authorised under the Act to act as the representative of a corporation in relation to a meeting or a person appointed as proxy of a member in relation to the meeting;

"register" means the register of members of the Company kept pursuant to section 113 of the Act or the issuer register of members and Operator register of members maintained pursuant to Regulation 20 of the Uncertificated Securities Regulations 2001 and, where the context requires, any register maintained by the Company or the Operator of persons holding any renounceable right of allotment of a share and cognate expressions shall be construed accordingly;

"relevant investment exchange" means any recognised investment exchange (as defined in the Financial Services and Markets Act 2000) on which shares in the capital of the Company are normally traded and, if the Company is listed on the Official List, the United Kingdom Listing Authority:

"Scheme of Arrangement" means the proposed scheme of arrangement under section 899 of the Act between Old Melrose, the Company and holders of ordinary shares in Old Melrose pursuant to which the Company will become the holding company of Old Melrose;

"seal" means the common seal of the Company or any official or securities seal that the Company may have or may be permitted to have under the Act;

"secretary" means the secretary of the Company and includes any joint, assistant or deputy secretary and a person appointed by the board to perform the duties of the secretary;

"uncertificated proxy instruction" means an instruction or notification sent by means of a relevant system and received by such participant in that system acting on behalf of the Company as the board may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the board (subject always to the facilities and requirements of the relevant system concerned);

"Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001, as amended from time to time, including any provisions of or under the Act or otherwise which alter or replace such regulations; and

"uncertificated" means, in relation to a share, a share title to which is recorded in the register as being held in uncertificated form and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of a relevant system.

The expressions "issuer register of members", "Operator", "Operator instruction", "Operator register of members", "participating issuer", "participating security" and "relevant system" have the same meaning as in the Uncertificated Securities Regulations.

Unless the context otherwise requires, words and expressions to which a particular meaning is $(B)$ given by the Act, as in force when the articles are adopted, shall have the same meaning in the articles, except where the word or expression is otherwise defined in the articles.
All references in the articles to the giving of instructions by means of a relevant system shall be $(C)$ deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Uncertificated Securities Regulations. The giving of such instructions shall be subject to:
$(i)$ the facilities and requirements of the relevant system:
$(ii)$ the Uncertificated Securities Regulations; and
the extent to which such instructions are permitted by or practicable under the rules and $(iii)$ practices from time to time of the Operator of the relevant system.
Where an ordinary resolution of the Company is expressed to be required for any purpose, a (D) special resolution is also effective for that purpose.
References to a "meeting" shall not be taken as requiring more than one person to be present if $(E)$ any quorum requirement can be satisfied by one person.
A member is "present" at a meeting if the member (being an individual) attends in person or if $(F)$ the member (being a corporation) attends by its duly authorised representative, who attends in person, or if the member attends by his or its duly appointed proxy, who attends in person.
$(G)$ The headings in the articles do not affect the interpretation of the articles.
$(H)$ References to a "debenture" include debenture stock.
References to any statutory provision or statute include all modifications thereto and all re- $(1)$ enactments thereof (with or without modification) and all subordinate legislation made thereunder in each case for the time being in force. This article does not affect the interpretation of article $1(B)$ .

$2.$ Model articles or regulations not to apply

No model articles or regulations contained in any statute or subordinate legislation, including the model articles for public companies set out in Schedule 3 of the Companies (Model Articles) Regulations 2008, apply to the Company.

LIABILITY OF MEMBERS

$3.$ Limited liability

The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.

SHARE CAPITAL

$\overline{4}$ . Share Capital

The ordinary shares, the B Shares and each series of the Incentive Shares in the capital of the Company are separate classes of shares and carry the respective rights and privileges and are subject to the respective provisions and restrictions set out in these articles.

5. Rights attaching to Incentive Shares

The Company may create and issue multiple series of Incentive Shares with differing $(A)$ Commencement Dates and Trigger Dates, in each case as set out in and approved by a resolution of the Company. Each Commencement Date and Trigger Date shall be the same date in the same

month of the relevant year. Each such series shall be designated by the year in which the Commencement Date occurs and all references to "Incentive Shares" in articles 4 to 9 shall apply to each series of Incentive Shares so approved.

$(B)$ The Incentive Shares have a nominal value of £1 per share. The Incentive Shares do not confer a right to be paid a dividend, other than in accordance with article 6(A).
$(C)$ On a return of capital on winding-up (but not otherwise), the holders of the Incentive Shares shall be entitled to participate in the Company's assets available for distribution among the members in accordance with article 6(N).
$(D)$ The holders of the Incentive Shares have the right to receive notice of and to attend general meetings of the Company, but do not have the right to vote thereat.

6. Further rights attaching to Incentive Shares

The holders of the Incentive Shares shall, not later than 20 business days after the Trigger $(A)$ $(i)$ Date, be paid a dividend which shall be equal to such amount per Incentive Share (the "Dividend Amount") as equals the Conversion Number (as determined in accordance with article $6(C)$ for the Trigger Date, except that if the Conversion Number is a fraction it shall not be rounded up) multiplied by SP (as determined in accordance with article $6(C)$ ). To the extent that a dividend is paid in respect of Incentive Shares in accordance with this article $6(A)(i)$ , those shares shall, with effect from the payment date, be redesignated (and in any event shall have the same rights (and no other rights)) as nonvoting deferred shares, having the rights set out in article $6(K)$ .
$(ii)$ Prior to the Trigger Date, the remuneration committee of the board may in its absolute discretion determine that the Dividend Amount to be paid on the Incentive Shares should be reduced in whole or in part. If the Dividend Amount is reduced in whole, the Incentive Shares shall be converted in accordance with the remaining provisions of this article 6. If the Dividend Amount is reduced in part the Incentive Shares shall be converted in accordance with the remaining provisions of this article 6 save that the Conversion Number shall be reduced to reflect the amount of the dividend per share to be paid. The Company shall serve a notice on the holders of such Incentive Shares (a "conversion" notice") informing such holders of the determination by the remuneration committee of the board and such notice shall be served within five business days of such determination.
$(iii)$ If the Company is unable (for whatever reason) to pay the full amount of the dividend which is due as provided for in articles $6(A)(i)$ or $6(A)(ii)$ or if the Company decides not to pay such a dividend or if the remuneration committee of the board determines in accordance with article $6(A)(ii)$ that the Incentive Shares should be converted but the Company fails to convert the Incentive Shares in accordance with article 6(A)(ii) and the remaining provisions of this article 6, then the Company shall procure that such Incentive Shares shall be purchased, not later than 25 business days after the Trigger Date, by an employee share ownership trust nominated by the Company for a consideration per Incentive Share equal to the Dividend Amount (as defined in article $6(A)(i)$ ).
$(B)$ If a conversion notice is served in accordance with article $6(A)(ii)$ , or pursuant to articles $6(M)$ or 6(N), on conversion each Incentive Share shall convert into such number of fully paid ordinary shares as equals the Conversion Number (save where a dividend has been paid on the Incentive Shares in accordance with article $6(A)(ii)$ in which case the Conversion Number shall be reduced

to reflect the amount of any dividend per share actually paid), provided that for the purposes of such conversion (other than a conversion pursuant to articles $6(M)$ or $6(N)$ ) the Conversion Number multiplied by NBS shall not exceed the sum of (i) 5 per cent. of the aggregate number of ordinary shares in issue on the Commencement Date, plus (ii) 5 per cent. of any additional ordinary shares issued or created by the Company on or after the Commencement Date, and to the extent that the Conversion Number multiplied by NBS does exceed that amount, the amount of any excess shall be paid by way of a dividend to the holders of the Incentive Shares immediately prior to the conversion.

$(C)$ Subject to articles $6(G)$ and $6(M)$ and subject always to adjustment in accordance with article $6(0)$ and/or $6(P)$ , the "Conversion Number" equals:

$$
\frac{7.5}{100} \times [(SP \times N) - IC ] \times \frac{1}{SP}
$$

Where:

N	the number of ordinary shares in issue on the relevant Trigger Date

NBS 50,000
the price certified by Invested Investment Banking (or other brokers for the time SP being of the Company) to be the average closing middle market quotation (in pounds sterling) of an ordinary share in the capital of the Company as derived from the Daily Official List for the 40 business days prior to the Trigger Date
the invested capital (in pounds sterling) relating to the ordinary shares, being the sum IC $\equiv$ of the Indexed Capital for each month in which there is either an Ordinary Share Cost or a Return from (and including) the month in which the relevant Commencement Date for the Incentive Shares occurs up to (and including) the month in which the relevant Trigger Date for the Incentive Shares occurs (and for these purposes the Ordinary Share Cost for the first month shall be the deemed market capitalisation of the Company as at the business day immediately preceding the relevant Commencement Date for the Incentive Shares based on the price certified by Investec Investment Banking (or other brokers for the time being of the Company) to be the average closing middle market quotation (in pounds sterling) of an ordinary share in the capital of the Company as derived from the Daily Official List for the 40 business days up to and including the business day immediately preceding the relevant Commencement Date)

and where:

$(i)$ the "Indexed Capital" for a month means the Net Capital for that month multiplied by the relevant Index Adjustment for the period from the commencement of that month until the commencement of the month in which the Trigger Date falls
the "Net Capital" for a month means the Ordinary Share Cost in that month or the $(ii)$ Returns in that month or, in the event that there is both, the net amount of Ordinary Share Cost minus Returns, and which for the avoidance of doubt may be zero or a negative number
$(iii)$ "Ordinary Share Cost" means the total amount (in pounds sterling) paid up (as to nominal value and any premium) on any allotment of ordinary shares in the period, provided that (I) if any part of such amount paid up on any ordinary share is paid up otherwise than in cash the amount paid up on that share shall be deemed to be the price certified by Invested Investment Banking (or other broker for the time being of the Company) to be the average closing middle market quotation (in pounds sterling) of an ordinary share as derived from the Daily Official List for the ten business days immediately preceding the announcement of a transaction, where the terms of the transaction are agreed at the time of such announcement (and would require an announcement to be made pursuant to Chapter 10 of the Listing Rules were such Chapter to be applicable) or where the announcement constitutes an announcement of a firm intention to make an offer, pursuant to Rule 2.7 of the Takeover Code (or its equivalent in other jurisdictions), and (II) if any ordinary shares shall be allotted credited as fully paid by way of capitalisation of profits or reserves the amount paid up on such shares shall be excluded from the calculation of Ordinary Share Cost
$(iv)$ "Returns" means the sum of any dividends or distributions of any kind paid or made on or in respect of the ordinary shares, including (I) a purchase of any of the Company's own shares (whether or not out of the proceeds of any fresh issue of shares or out of unrealised profits), (II) a reduction of share capital by repaying paid up share capital, and (III) any other returns of capital in the period, whether in cash or otherwise and however described, excluding:
any issue of shares credited as fully paid to shareholders by way of capitalisation $(a)$ of profits or reserves which is to be, or may at the election of the shareholders be, issued instead of the whole or any part of a cash dividend which the shareholders concerned would or could otherwise have received; and
any issue of shares credited as fully paid to the shareholders (or as they may $(b)$ direct) by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve)
"Index Adjustment" = $(v)$

$$
\left[\left(\frac{RPI_2}{RPI_1}\right)^{\frac{12}{t}} + 0.02\right]^{\frac{t}{12}}
$$

Where:

$RPI₁$ is the RPI for the month immediately preceding the start of the period referred to in (i) above (rounded to one decimal place)

$RPI₂$ is the RPI for the month immediately preceding the end of the period referred to in (i) above (or, if that has not been published by the close of business on the Trigger Date, then the RPI for the latest month for which the RPI has been published) (rounded to one decimal place)

"t" is the number of months between the two months used to determine RPI1 and RPI2 (and for the avoidance of doubt, there are 12 months between the same months in consecutive years)

"RPI" means the UK Retail Prices Index (all items) published by the Office for National Statistics (or any successor Government department) (January 1987 = 100) or any index which may replace the RPI, as selected by the remuneration committee of the board of the Company

references to a month are to a calendar month.

For the avoidance of doubt, where "IC" is a negative number the formula in this article $6(C)$ shall continue to be applicable.

In the event that the calculation in this article $6(C)$ results in a Conversion Number being less than one, the Conversion Number for the purposes of these articles shall be one.

In these articles, the "Trigger Date" is (except where article $6(M)$ or $6(N)$ applies) the date $(D)$ specified as such for the relevant Incentive Shares in a resolution of the Company to authorise an issue of Incentive Shares for the purposes of these articles. If, however, the Company's annual accounts for its preceding financial period (or where applicable a summary financial statement derived from the annual accounts) have (or has) not been published by the last day of the month falling two months before the Trigger Date, the Trigger Date is two months after the date on which the annual accounts (or where applicable the summary financial statement) are (or is) so published. If the Company shall change its accounting reference date from 31 December, there shall be substituted for the specified Trigger Date, the date falling five months after the new accounting reference date. Other than pursuant to articles $6(M)$ and $6(N)$ , the Trigger Date as calculated in accordance with this article 6(D) cannot be changed. In these articles, the "Commencement Date" is the date specified as such for the relevant Incentive Shares in a resolution of the Company to authorise an issue of Incentive Shares for the purposes of these articles.
$(E)$ The ordinary shares to which a holder is entitled on conversion shall not rank for any dividends or other distributions paid or made on ordinary shares prior to the relevant Trigger Date but shall rank for any paid or made thereafter, and subject thereto they shall rank pari passu in all respects and form one class with the ordinary shares then in issue.
$(F)$ If a conversion notice is served in accordance with article $6(A)(ii)$ , on or within 20 business days after the Trigger Date (the "conversion date"), the board shall convert the Incentive Shares into the ordinary shares and deferred shares (if any) arising on conversion and, as soon as reasonably practicable thereafter, shall issue to the holders of such ordinary shares without charge certificates for the ordinary shares and deferred shares (if any). In the meantime, transfers of ordinary shares shall be certified against the register.
$(G)$ Except for the purposes of article $6(A)(i)$ , where the Conversion Number is a fraction, the Conversion Number shall be rounded up to the nearest whole number provided that where a holder of Incentive Shares converts more than one Incentive Share at the same time, then for the purposes of determining the number of ordinary shares to which a holder is entitled and whether a (and if so what) fraction of an ordinary share arises, the number of ordinary shares arising on the conversion of Incentive Shares by any one holder shall first be aggregated.
Where a block admission arrangement is in place with a relevant investment exchange, the $(H)$ Company will use its best endeavours to procure that the aggregate Conversion Number of ordinary shares shall, upon conversion, be admitted to the relevant investment exchange. Where a block admission arrangement is not in place or is insufficient to deal with the aggregate Conversion Number, the Company will apply for admission to the relevant investment exchange

for that number of ordinary shares for which there are insufficient ordinary shares available under a block admission arrangement to satisfy the aggregate Conversion Number. The Company shall prepare and use its best endeavours to issue any listing particulars and other documents that may be required to be issued in respect of any ordinary shares arising on conversion pursuant to the rules of any relevant investment exchange.

The board may in its absolute discretion from time to time decide the manner in which Incentive $(1)$ Shares are to be converted, subject to the provisions of the articles and the Act, and for the avoidance of doubt may decide to effect conversion of Incentive Shares partly in one manner and partly in another.
Without prejudice to article 6(I), the board may, pursuant to the authority given by the adoption $(J)$ of these articles and without the requirement for any further resolution of the Company or of the holders of any class of shares, elect to effect conversion, in whole or in part, by sub-division, in which case each Incentive Share to be converted shall, pursuant to the authority granted by the adoption of this article, be sub-divided and re-designated into:
$(i)$ such number of ordinary shares of the same nominal amount as the ordinary shares of the Company at such time as the board determines (subject to the limitation on timing set out in article $6(F)$ ), equal to (or no greater than) the Conversion Number; and
$(ii)$ a non-voting deferred share with a nominal value equal to the balance of such share, having the rights set out in article $6(K)$ (a "deferred share" and, together, the "deferred shares").
The deferred shares shall not confer the right to be paid a dividend or to receive notice of or to $(K)$ attend or vote at a general meeting. On a winding-up, after the distribution of the first £10,000,000,000 of the assets in accordance with article $5(B)$ , the holders of the deferred shares (if any) shall be entitled to receive an amount equal to the nominal value of such deferred shares pro rata to their respective holdings. The deferred shares shall not, save as referred to in this article 6(K), be transferable. Conversion of an Incentive Share is deemed to confer irrevocable authority on the board at any time to do all or any of the following without obtaining the sanction of the holder of any or all of the deferred shares:
$(i)$ to appoint a person to execute on behalf of each holder of deferred shares an instrument of transfer for or an agreement to transfer (or both) all or some of the deferred shares, without making a payment to the holder, to such person as the board may decide, as custodian:
to purchase all or some of the deferred shares (subject to the provisions of the Act) for a $(ii)$ price of one penny for all the deferred shares purchased, without obtaining the sanction of the holder:
for the purposes of any such purchase, to appoint any person to execute on behalf of the $(iii)$ holder of deferred shares a contract for the sale to the Company of any such deferred shares by him or her; and
to cancel all or any of the same so purchased in accordance with the Act. $(iv)$

Pending the transfer or purchase the Company may retain the certificates for the deferred shares.

$(L)$ Without prejudice to article 6(I), and notwithstanding the provisions of article 125, the board may, without the requirement for any further resolution of the Company or of the holders of any class of shares, (I) elect to effect conversion, in whole or in part, by way of the capitalisation of profits or reserves (including a share premium account, capital redemption reserve, merger reserve and profit and loss account), whether or not available for distribution, (II) appropriate the sum to be capitalised to any one or more holders of Incentive Shares and whether or not in proportion to the nominal amounts of shares held by them, and apply that sum on such holders' behalf in or towards paying up in full unissued ordinary shares of a nominal amount equal to that sum, and to allot the shares to such holders or as they may direct. Immediately upon such allotment, the Incentive Shares to be converted at any one time and held by such holder shall, if conversion is effected in whole pursuant to this article 6(L), pursuant to the authority given by the adoption of these articles and without the requirement for any further resolution of the Company, be re-designated as non-voting deferred shares having the rights set out in article $6(K)$ .
$(M)$ If, prior to the payment of the dividend provided for in articles $6(A)(i)$ and $6(A)(ii)$ , the conversion of the Incentive Shares into ordinary shares pursuant to article $6(A)(ii)$ or the purchase of the Incentive Shares pursuant to article $6(A)(iii)$ , as the case may be, the Company becomes aware that, as a result of an offer made to all holders of ordinary shares (or all holders of ordinary shares other than the offeror and any associates of the offeror, as defined in section 988 of the Act) to acquire all or some of the ordinary shares (including any such offer implemented by way of a court approved scheme of arrangement under Part 26 of the Act) the right to cast more than 50 per cent, of the votes that may ordinarily be cast on a poll at a general meeting has or will become vested in the offeror and those associates, the Company shall give notice to all holders of Incentive Shares forthwith upon it becoming so aware and such notice shall also state that the Dividend Amount shall be reduced in whole and that a conversion shall occur in accordance with article 6(A)(ii). Subject to article 8(C), the Incentive Shares shall convert in accordance with article $6(A)(ii)$ and such number of ordinary shares as is equal to the whole of the Conversion Number shall be allotted pursuant to article 6(L), without having regard to the limitation on the Conversion Number multiplied by NBS, which is imposed pursuant to article 6(B), and such ordinary shares shall be entitled to participate in the offer resulting in the change of control of the Company (the "Change of Control"), alongside the existing ordinary shares. Such conversion shall occur upon the Change of Control or as soon thereafter as the board becomes aware of the Change of Control having occurred, in accordance with this article 6, except that for such purposes the "Trigger Date" shall be the date of, but immediately prior to, the Change of Control and "SP" shall be the offer price per ordinary share as calculated on the date of the Change of Control. In the event that part or all of the offer price is not in cash, the remuneration committee shall determine the value of the non-cash element, having been advised by an investment bank of repute that such valuation is fair and reasonable. For the avoidance of doubt, any offer so made (including any offer implemented by way of a court approved scheme of arrangement under Part 26 of the Act) which results in the Company being controlled by a new company ("New Company") in which at least 90 per cent. of the shares in the New Company are held by substantially the same persons who immediately before the offer was made were shareholders in the Company shall not constitute a Change of Control of the Company and no "Trigger Date" shall be deemed to have occurred provided that the Incentive Shares have been exchanged or are exchangeable for new incentive shares in the New Company on substantially the same terms as the Incentive Shares.
If, prior to the payment of the dividend provided for in articles $6(A)(i)$ and $6(A)(ii)$ , the $(N)$ conversion of the Incentive Shares into ordinary shares pursuant to article $6(A)(ii)$ or the purchase or redemption of the Incentive Shares pursuant to article $6(A)(iii)$ , as the case may be, either (I) a resolution for voluntary winding-up of the Company is passed or (II) a winding-up order is made

by the court in relation to the Company, subject to article $8(C)$ , the Incentive Shares shall be treated as if they had converted in accordance with this article 6, without having regard to the limitation on the Conversion Number multiplied by NBS, which is imposed pursuant to article 6(B), on the date of, and with effect immediately prior to, the resolution for the voluntary winding-up of the Company being passed or the date of the winding-up order being made, as the case may be (in either case, the "operative date") except that for such purposes the "Trigger Date" shall be the operative date. In that event, the holder thereof shall be entitled to be paid, in satisfaction of the amount due in respect of his Incentive Shares, a sum equal to the amount to which he would have been entitled on a return of capital on a winding-up if he had been the holder of the ordinary shares to which he would have become entitled on such conversion.

$(0)$ If a doubt or dispute arises concerning the calculation of the Conversion Number or any component part of the formulae for calculating the Conversion Number, the board shall refer the matter to the auditors and their certificate as to such calculation shall be conclusive and binding on all concerned.
$(P)$ In the event that any provision (or combination of provisions) in this article 6 or any future change to the capital structure of the Company produces, or is likely to produce, a Conversion Number which appears to the remuneration committee to be an anomalous result or there shall be quantified material information known to the remuneration committee in relation to the current financial position of the Company that is not in the public domain that would, in the reasonable opinion of the remuneration committee, produce an anomalous result if such information were in the public domain, the remuneration committee may make such adjustments to the method of calculating the Conversion Number as it considers appropriate to ensure that conversion is fair and reasonable, and as an investment bank of repute shall have confirmed in writing to be fair and reasonable so far as the ordinary shareholders are concerned.

$7.$ Permitted Transfer of Incentive Shares

$(A)$ Subject to article 7(B), the holders of the Incentive Shares may not transfer, charge, encumber, grant any option over or otherwise dispose of any Incentive Share or any interest therein.
$(B)$ A holder of an Incentive Share may at any time transfer an Incentive Share:
$(i)$ with the prior written consent of the board (and where such consent is given in relation to a transfer to (a) the trustees of a trust of which the only beneficiaries (and the only people capable of being beneficiaries) are the holder of the Incentive Shares who established the trust and who is transferring the relevant shares, the holder's spouse and/or the holder's lineal descendants by blood or adoption; and/or (b) a company whose voting control is and will remain until the Trigger Date under the control of the holder, the holder's spouse and/or the holder's lineal descendant(s) by blood or adoption; and/ or (c) his spouse; and/or (d) his lineal descendants by blood or adoption, such transferees being "permitted transferees"); or
$(ii)$ when required by articles $7(C)$ or $8(B)$ .
$(C)$ If a transferee of any shares under article $7(B)$ shall at any time cease to be a permitted transferee in relation to the original holder of the relevant Incentive Shares (the "relevant shares"), it shall be the duty of the trustees and/or the person holding the relevant shares to notify the board in writing that such event has occurred and the trustees and/or the person shall be bound to execute a stock transfer form and to do such other things as may be necessary to transfer the relevant shares

at the price per share (if any) for which they were acquired, to the original holder (who shall be bound to acquire the relevant shares) and, if they or he fails to do so, the directors may authorise any director to execute any stock transfer form and to do such other things as may be necessary or desirable to transfer the relevant shares on behalf of the trustees and/or the person holding the relevant shares pursuant to this article $7(C)$ .

$(D)$ The board may require from any person lodging a share transfer such information and evidence as the board thinks fit regarding any matter which they may reasonably deem relevant for the purposes of article 7(B) and may refuse to register the relevant transfer until they have received information and evidence satisfactory to them.

8. Compulsory transfer or conversion

If the holder of any Incentive Shares or the original holder of any Incentive Shares transferred pursuant to article 7, if an employee of the Company or any of its subsidiary undertakings, ceases to be an employee, if a director of the Company, ceases to be a director, and if an employee and director, ceases to be both, in each case other than by reason of death, permanent ill health, permanent disability, his resignation in connection with a Change of Control, retirement at or above 65 years of age or the termination of his employment or directorship without cause, he shall be deemed to be a "bad leaver".

Unless the remuneration committee shall in its absolute discretion determine otherwise, if the $(A)$ holder of any Incentive Shares or the original holder of any Incentive Shares transferred pursuant to article 7 becomes a bad leaver then the provisions of articles $8(A)$ to $8(C)$ shall apply in respect of:
$(i)$ the bad leaver; and
any permitted transferee of such bad leaver and any subsequent transferee of such shares $(ii)$

(together the "compulsory transferors").

$(B)$ Each Incentive Share held by the compulsory transferors shall within the period of 20 business days following the bad leaver ceasing to be an employee or director, be transferred to the trustees of an employee share ownership plan trust, or such person as the board may direct, at a price per share equal to the lower of the nominal value per Incentive Share and the closing middle market quotation of an ordinary share in the capital of the Company as derived from the Daily Official List on the business day prior to the transfer, and the compulsory transferors shall be bound to execute a stock transfer form and to do such other things as may be necessary to transfer the relevant shares and if they fail to do so, the directors may authorise any director to execute any stock transfer form and to do such other things as may be necessary or desirable to transfer the relevant shares on behalf of the compulsory transferors.
$(C)$ Following a cessation of employment or directorship causing this article 8 to apply to particular Incentive Shares, those Incentive Shares may not be transferred pursuant to article $7(B)(i)$ . In the

event of a Change of Control between the date of cessation of employment or directorship and the relevant transfer date in article 8(B), those Incentive Shares shall convert in accordance with article 6(M) except that each such Incentive Share shall convert into one fully paid ordinary share and one fully paid deferred share with a nominal value equal to the balance of the nominal value of the Incentive Share (the "bad leaver conversion rate"). In the event of either $(I)$ a resolution for a voluntary winding-up of the Company being passed or $(II)$ a winding-up order being made by the court in relation to the Company, in either case between the date of cessation of employment or directorship and the relevant transfer date in article 8(B), those Incentive Shares shall convert in accordance with article 6(N) except that each such Incentive Share will convert in accordance with the bad leaver conversion rate.

$(D)$ Save in circumstances where a holder of Incentive Shares becomes a good leaver as a result of his resignation in connection with a Change of Control, the remuneration committee may, in its absolute discretion, require that a good leaver and any person to whom such good leaver has transferred Incentive Shares pursuant to article 7 and any subsequent transferee of such shares shall be deemed to be a compulsory transferor and that the provisions of article 8(B) shall apply to such good leaver or transferee as the case may be, in respect of some or all of the Unvested Portion of the Incentive Shares held by such good leaver, as they apply to a bad leaver.

Any determination by the remuneration committee in accordance with article 8(D) shall be notified to such good leaver within three months of such person becoming a good leaver.

For the purposes of this article 8(D), "Unvested Portion" shall mean any Incentive Shares for which the holder was granted an option to subscribe within less than one year prior to the date on which that holder becomes a good leaver.

$9₁$ Restrictions

If Incentive Shares remain capable of being converted into ordinary shares, the Company shall not, except with the consent in writing of the holders of at least three-fourths of the nominal amount of the Incentive Shares then in issue or with the sanction of a special resolution passed at a separate meeting of the holders of the Incentive Shares then in issue validly held in accordance with the provisions of these articles (I) create, allot or issue any further Incentive Shares in the capital of the Company; or (II) pass a resolution varying any of the special rights attached to the Incentive Shares.

9A. Rights and restrictions attaching to the B Shares

Notwithstanding the provisions in these Articles which relate to shares, this Article 9A comprises all the rights and restrictions relating to the B shares of the Company ("B Shares").

$(A)$ Income

$(i)$ The B Shares shall confer no right to participate in the profits of the Company.

$(B)$ Capital

Except as provided in (E) below, on a return of capital on winding-up (excluding any intra-group $(i)$ reorganisation on a solvent basis) but not otherwise, the holders of the B Shares shall be entitled, in priority to any payment to the holders of ordinary shares of the Company, to an amount per B Share held by them equal to the nominal capital paid up or credited as paid up on such B Share.

$(ii)$ The holders of the B Shares shall not be entitled to any further right of participation in the assets of the Company in excess of that specified in $(B)(i)$ above. If on such a winding-up the amounts available for payment are insufficient to cover in full the amounts payable on the B Shares, the holders of such B Shares will share rateably in the distribution of assets (if any) in proportion to the full preferential amounts to which they are entitled, rounded down to the nearest whole penny.

$(C)$ Attendance and voting at general meetings

$(i)$ The holders of the B Shares shall not be entitled, in their capacity as holders of such B Shares, to receive notice of, attend or vote at general meetings unless the business of the meeting includes the consideration of a resolution for the winding-up (excluding any intra-group reorganisation on a solvent basis) of the Company, in which case the holders of the B Shares shall have the right to attend the general meeting and shall be entitled to speak and vote only on any such resolution.
$(ii)$ Whenever the holders of the B Shares are entitled to vote at a general meeting of the Company, on a show of hands every holder thereof who (being an individual) is present in person or (being a corporation) by a duly authorised representative not being himself a member shall have one vote, and on a poll every such holder shall have one vote for every B Share which he holds.

$(D)$ Class rights

$(i)$ The Company may from time to time create, allot and issue further shares, whether ranking pari passu with, in priority to or subsequent to the B Shares. The creation, allotment or issue of any such further shares (whether or not ranking in any respect in priority to the B Shares) shall be treated as being in accordance with the rights attaching to the B Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of B Shares.
A reduction by the Company of the capital paid up or credited as paid up on the B Shares and the $(ii)$ cancellation of such shares shall be treated as being in accordance with the rights attaching to the B Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of B Shares.
Without prejudice to the generality of the foregoing, the Company is authorised to reduce (or $(iii)$ purchase shares in) its capital of any class or classes at any time (subject to the confirmation of the Court in accordance with the Act) and without obtaining the consent of the holders of the B Shares.

$(E)$ Form, transferability and listing

It is a condition of the issue of the B Shares that no share certificates or other documents of title $(i)$ shall be issued in relation to any such B Shares. The B Shares are not renounceable and all transfers of B Shares shall be effected in writing in usual or common form or in any other form which the directors may approve. Every transfer of uncertificated B Shares must be carried out using a relevant system (e.g. CREST).
No application has been, or will be, made to the Financial Conduct Authority ("FCA") (being the $(ii)$ relevant competent authority for the purposes of the official listing of the Company's securities) or the London Stock Exchange for the B Shares to be admitted to the official list maintained by the FCA for the purposes of Part V of the Financial Services and Markets Act 2000 or to trading on the main market for listed securities of the London Stock Exchange.

The B Shares may be settled through a relevant system (e.g. CREST). $(iii)$

10. Allotment

Subject to the Act and relevant authority given by the Company in general meeting, the board has $(A)$ general and unconditional authority to allot, grant options over, or otherwise dispose of unissued shares of the Company, or rights to subscribe for or convert any security into shares, to such persons, at such times and on such terms as the board may decide, except that no share may be issued at a discount.
$(B)$ The board may at any time after the allotment of a share, but before a person has been entered in the register as the holder of the share, recognise a renunciation of the share by the allottee in favour of another person and may grant to an allottee a right to effect a renunciation on such terms and conditions as the board thinks fit.

11. Power to issue different classes of shares

$(A)$ Subject to the Act and to the rights attached to existing shares, new shares may be issued with, or have attached to them, such rights or restrictions as either the Company may by ordinary resolution decide, or, if no such resolution is passed or so far as any pertinent resolution does not make specific provision, as the board may decide.
Subject to the Act and to the rights attached to existing shares, shares may be issued on terms that $(B)$ they are to be redeemed or, at the option of the Company or the holder, are liable to be redeemed, and the directors may determine the terms, conditions and manner of redemption of any such shares.

$12.$ Variation of rights

Subject to the Act, the rights attached to a class of shares may be varied or abrogated (whether or $(A)$ not the Company is being wound up) either with the consent in writing of the holders of at least three-fourths of the nominal amount of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class validly held in accordance with article 68 and other relevant provisions of the articles.
$(B)$ For the avoidance of doubt, the rights attached to a class of shares are not, unless otherwise expressly provided for in the rights attaching to those shares, deemed to be varied by the creation, allotment or issue of further shares ranking in priority to, pari passu with or subsequent to them or by the purchase or redemption by the Company of its own shares in accordance with the Act.

$13.$ Commission

The Company may exercise all the powers conferred or permitted by the Act of paying commission or brokerage. The Company may also on any issue of shares pay such brokerage as may be lawful.

14. Trusts not recognised

Except as ordered by a court of competent jurisdiction or as required by law, the Company shall not recognise a person as holding a share on trust and shall not be bound by or otherwise compelled to recognise (even if it has notice of it) any interest in any share other than an absolute right in the holder to the whole of the share.

15. Uncertificated shares

$(A)$ Subject to the Act and to the Uncertificated Securities Regulations, the board has the power to resolve that a class of shares shall become a participating security and/or that a class of shares shall cease to be a participating security.
Uncertificated shares of a class are not to be regarded as forming a separate class from $(B)$ certificated shares of that class.
A member may, in accordance with the Uncertificated Securities Regulations, change a share of a $(C)$ class which is a participating security from a certificated share to an uncertificated share and from an uncertificated share to a certificated share.
$(D)$ The Company may give notice to a member requiring the member to change uncertificated shares to certificated shares by the time stated in the notice. The notice may also state that the member may not change certificated shares to uncertificated shares. If the member does not comply with the notice, the board may authorise a person to change the uncertificated shares to certificated shares in the name and on behalf of the member.
$(E)$ While a class of shares is a participating security, the articles only apply to an uncertificated share of that class to the extent that they are consistent with:
the holding of shares of that class in uncertificated form; $(i)$
the transfer of title to shares of that class by means of a relevant system; and $(ii)$
$(iii)$ the Uncertificated Securities Regulations.

SHARE CERTIFICATES

16. Right to certificate

A person (except a person to whom the Company is not required by law to issue a certificate) $(A)$ whose name is entered in the register as a holder of a certificated share is entitled, without charge, to receive within two months of allotment or lodgement with the Company of a transfer to him of those shares or within two months after the relevant Operator instruction is received by the Company (or within any other period as the terms of issue of the shares provide) one certificate for all the certificated shares of a class registered in his name or, in the case of certificated shares of more than one class being registered in his name, to a separate certificate for each class of shares.
$(B)$ Where a member transfers part of his shares comprised in a certificate he is entitled, without charge, to one certificate for the balance of certificated shares retained by him.
The Company is not bound to issue more than one certificate for certificated shares held jointly $(C)$ by two or more persons and delivery of a certificate to one joint holder is sufficient delivery to all joint holders.

$(D)$ A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares and shall otherwise comply with the requirements of any relevant investment exchange. It shall be issued under a seal, which may be affixed to or printed on it, or in such other manner as the board may approve, having regard to the terms of allotment or issue of the shares.

$17.$ Replacement certificates

$(A)$ Where a member holds two or more certificates for shares of one class, the board may at his request, on surrender of the original certificates and without charge, cancel the certificates and issue a single replacement certificate for certificated shares of that class.
$(B)$ At the request of a member, the board may cancel a certificate and issue two or more in its place (representing certificated shares in such proportions as the member may specify), on surrender of the original certificate and on payment of such reasonable sum as the board may decide.
Where a certificate is worn out or defaced the board may require the certificate to be delivered to $(C)$ it before issuing a replacement and cancelling the original. If a certificate is lost or destroyed, the board may cancel it and issue a replacement certificate on such terms as to provision of evidence and indemnity and to payment of any exceptional out of pocket expenses incurred by the Company in the investigation of that evidence and the preparation of that indemnity as the board may decide.

LIEN

18. Company's lien on shares not fully paid

$(A)$ The Company has a first and paramount lien on all partly paid shares for an amount payable in respect of the share, whether the due date for payment has arrived or not. The lien applies to all dividends from time to time declared or other amounts payable in respect of the share.
The board may either generally or in a particular case declare a share to be wholly or partly $(B)$ exempt from the provisions of this article. Unless otherwise agreed with the transferee, the registration of a transfer of a share operates as a waiver of the Company's lien (if any) on that share.

19. Enforcement of lien by sale

$(A)$ For the purpose of enforcing the lien referred to in article 18, the board may sell shares subject to the lien in such manner as it may decide provided that:
the due date for payment of the relevant amounts has arrived; and $(i)$
$(ii)$ the board has served a written notice on the member concerned (or on any person who is entitled to the shares by transmission or by operation of law) stating the amounts due, demanding payment thereof and giving notice that if payment has not been made within 14 clear days after the service of the notice that the Company intends to sell the shares.
$(B)$ To give effect to a sale, the board may authorise a person to transfer the shares in the name and on behalf of the holder (or any person who is automatically entitled to the shares by transmission or by law), or to cause the transfer of such shares, to the purchaser or his nominee. The purchaser

is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity in or invalidity of the proceedings connected with the sale.

20. Application of proceeds of sale

The net proceeds of a sale effected under article 19, after payment of the Company's costs of the sale, shall be applied in or towards satisfaction of the amount in respect of which the lien exists. Any residue shall (on surrender to the Company for cancellation of any certificate for the shares sold, or the provision of an indemnity as to any lost or destroyed certificate required by the board and subject to a like lien for amounts not presently payable as existed on the shares before the sale) be paid to the member (or person entitled to the shares) immediately before the sale.

CALLS ON SHARES

$21.$ Calls

The board may make calls on members in respect of amounts unpaid on the shares held by them respectively (whether in respect of the nominal value or a premium) and not by the terms of issue made payable on a fixed date. Each member shall (on receiving at least 14 clear days' notice specifying when and where payment is to be made) pay to the Company, at the time and place specified, the amount called as required by the notice. A call may be made payable by instalments and may, at any time before receipt by the Company of an amount due, be revoked or postponed in whole or in part as the board may decide. A call is deemed made at the time when the resolution of the board authorising it is passed. A person on whom a call is made remains liable to pay the amount called despite the subsequent transfer of the share in respect of which the call is made. The joint holders of a share are jointly and severally liable for payment of a call in respect of that share.

22. Power to differentiate

The board may make arrangements on the allotment or, subject to the terms of the allotment, on the issue of shares for a difference between the allottees or holders in the amounts and times of payment of a call on their shares.

23. Interest on calls

If the whole of the amount called is not paid on or before the date fixed for payment, the person from whom it is payable shall pay interest on the unpaid amount. This interest will run from the day the unpaid amount is due until the day it has been paid. The interest rate may be fixed by the terms of allotment or issue of the share or, if no rate is fixed, at such rate (not exceeding 20 per cent. per annum) as the board may decide. The board may waive payment of the interest in whole or in part.

24. Payment in advance

The board may, if it thinks fit, receive from a member all or part of the amounts uncalled and unpaid on shares held by him. A payment in advance of calls extinguishes to the extent of the payment the liability of the member on the shares in respect of which it is made. The Company may pay interest on the amount paid in advance, or on so much of it as from time to time exceeds the amount called on the shares in respect of which the payment in advance has been made, at such rate (not exceeding 20 per cent. per annum) as the board may decide.

25. Amounts due on allotment or issue treated as calls

An amount (whether in respect of nominal value or a premium) which by the terms of issue of a share becomes payable on allotment or issue or on a fixed date shall be deemed to be a call. In case of non payment, the provisions of these articles as to payment of interest, forfeiture or otherwise apply as if that amount has become payable by virtue of a call.

FORFEITURE

26. Notice if call not paid

If a member fails to pay the whole of a call or an instalment of a call by the date fixed for payment, the board may serve notice on the member or on a person entitled automatically by law to the share in respect of which the call was made demanding payment of the unpaid amount, on a date not less than 14 clear days from the date of the notice, together with any interest that may have accrued on it and all costs, charges and expenses incurred by the Company by reason of the non payment. The notice shall state:

the place where payment is to be made; and $(i)$
that if the notice is not complied with the share in respect of which the call was made will $(ii)$ be liable to be forfeited.

27. Forfeiture for non compliance

If the notice referred to in article 26 is not complied with, a share in respect of which it is given may, at any time before the payment required by the notice (including interest, costs, charges and expenses) has been made, be forfeited by a resolution of the board. All dividends declared or other amounts due in respect of the forfeited share and not paid before the forfeiture shall also be forfeited.

28. Notice after forfeiture

When a share has been forfeited, the Company shall serve notice of the forfeiture on the person who was before forfeiture the holder of the share or the person entitled by transmission to the share and an entry of the fact and date of forfeiture shall be made in the register but no forfeiture is invalidated by an omission to give such notice or make such note in the register.

29. Disposal of forfeited shares

$(A)$ A forfeited share and all rights attaching to it shall become the property of the Company and may be sold, re allotted or otherwise disposed of, either to the person who was before such forfeiture the holder thereof or to another person, on such terms and in such manner as the board may decide. The board may, if necessary, authorise a person to transfer a forfeited share to a new holder. The Company may receive the consideration (if any) for the share on its disposal and may register or cause the registration of the transferee as the holder of the share.
$(B)$ The board may, before a forfeited share has been sold, re allotted or otherwise disposed of, annul the forfeiture on such conditions as it thinks fit.

$(C)$ A statutory declaration that the declarant is a director or the secretary and that a share has been forfeited or sold to satisfy a lien of the Company on the date stated in the declaration is conclusive evidence of the facts stated in the declaration against all persons claiming to be entitled to the share. The declaration (subject if necessary to the transfer of the share) constitutes good title to the share and the person to whom the share is sold, re allotted or disposed of is not bound to see to the application of the consideration (if any). His title to the share is not affected by an irregularity in or invalidity of the proceedings connected with the forfeiture or disposal.

30. Arrears to be paid notwithstanding forfeiture

A person whose share has been forfeited ceases on forfeiture to be a member in respect thereof and if that share is in certificated form, shall surrender to the Company for cancellation any certificate for the forfeited share. A person remains liable to pay all calls, interest, costs, charges and expenses owing in respect of such share at the time of forfeiture, with interest, from the time of forfeiture until payment, at such rate as may be fixed by the terms of allotment or issue of such share or, if no rate is fixed, at such rate (not exceeding 20 per cent. per annum) as the board may decide. The board may if it thinks fit enforce payment without allowance for the value of such share at the time of forfeiture or for any consideration received on its disposal.

$31.$ Surrender

The board may accept the surrender of a share liable to be forfeited and in that case references in the articles to forfeiture include surrender.

UNTRACED SHAREHOLDERS

$32.$ Power of sale

Subject to the Uncertificated Securities Regulations, the Company may sell the share of a $(A)$ member or of a person entitled by transmission at the best price reasonably obtainable at the time of sale. if:
$(i)$ during a period of not less than 12 years before the date of publication of the advertisements referred to in paragraph (A)(iii) of this article (or, if published on two different dates, the first date) (the "relevant period") at least three cash dividends have become payable in respect of the share;
$(ii)$ throughout the relevant period no cheque, warrant or money order payable on the share has been presented by the holder of, or the person entitled by transmission to, the share to the paying bank of the relevant cheque, warrant or money order, no payment made by the Company by any other means permitted by article $118(A)$ has been claimed or accepted and, so far as any director of the Company at the end of the relevant period is then aware. the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the share;
$(iii)$ on expiry of the relevant period the Company has given notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the holder of, or person entitled by transmission to, the share shown in the register; and
$(iv)$ the Company has not, so far as the board is aware, during a further period of three months after the date of the advertisements referred to in paragraph (A)(iii) of this article (or the later advertisement if the advertisements are published on different dates) and before the exercise of the power of sale received a communication from the holder of, or person entitled by transmission to, the share.
$(B)$ Where a power of sale is exercisable over a share pursuant to paragraph (A) of this article (a "Sale Share"), the Company may at the same time also sell any additional share issued in right of such Sale Share or in right of such an additional share previously so issued provided that the requirements of paragraphs (A)(ii) to (iv) of this article (as if the words "throughout the relevant period" were omitted from paragraph (A)(ii) of this article and the words "on expiry of the relevant period" were omitted from paragraph (A)(iii) of this article) shall have been satisfied in relation to the additional share.
$(C)$ To give effect to a sale pursuant to paragraphs $(A)$ or $(B)$ of this article, the board may authorise a person to transfer the share in the name and on behalf of the holder of, or the person entitled by transmission to, the share, or to cause the transfer of such share, to the purchaser or his nominee and in relation to an uncertificated share may require the Operator to convert the share into certificated form in accordance with the Uncertificated Securities Regulations. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity or invalidity in the proceedings connected with the sale of the share.

33. Application of proceeds of sale

The Company shall be indebted to the member or other person entitled by transmission to the share for the net proceeds of sale and shall carry any amount received on sale to a separate account. The Company is deemed to be a debtor and not a trustee in respect of that amount for the member or other person. Any amount carried to the separate account may either be employed in the business of the Company or invested as the board may think fit. No interest is payable on that amount and the Company is not required to account for money earned on it.

TRANSFER OF SHARES

34. Method of transfer

A member may transfer all or any of his certificated shares by instrument of transfer in writing in $(A)$ any usual form or in any other form approved by the board, and the instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee.
$(B)$ A member may transfer all or any of his uncertificated shares in accordance with the Uncertificated Securities Regulations.
Subject to the provisions of the Uncertificated Securities Regulations, the transferor of a share is $(C)$ deemed to remain the holder of the share until the name of the transferee is entered in the register in respect of it.

35. Right to refuse registration

$(A)$ Subject to this article and article 69 and except as otherwise provided in these articles, shares of the Company are free from any restriction on transfer. In exceptional circumstances approved by any relevant investment exchange, the board may refuse to register a transfer of certificated shares provided that such refusal would not disturb the market in those shares. Subject to the requirements of any relevant investment exchange, the board may, in its absolute discretion, refuse to register the transfer of a certificated share which is not fully paid or the transfer of a certificated share on which the Company has a lien.

$(B)$ Subject to article 69 and the requirements of any relevant investment exchange, the board may also, in its absolute discretion, refuse to register the transfer of a certificated share or a renunciation of a renounceable letter of allotment unless all of the following conditions are satisfied:
it is in respect of only one class of shares; $(i)$
$(ii)$ it is in favour of (as the case may be) a single transferee or renouncee or not more than four joint transferees or renouncees;
it is duly stamped (if required); and $(iii)$
$(iv)$ it is delivered for registration to the office or such other place as the board may decide, accompanied by the certificate for the shares to which it relates (except in the case of a transfer by a person to whom the Company is not required by sections 769, 776, 777 or 778 of the Act to issue a certificate, or in the case of a renunciation) and such other evidence as the board may reasonably require to prove the title of the transferor or person renouncing and the due execution by him of the transfer or renunciation or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so.
$(C)$ If the board refuses to register the transfer of a certificated share it shall, as soon as reasonably practicable and in any event within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee together with its reasons for the refusal. An instrument of transfer which the board refuses to register shall (except in the case of suspected fraud) be returned to the person depositing it. Subject to article 134, the Company may retain all instruments of transfer which are registered.
$(D)$ In accordance with and subject to the provisions of the Uncertificated Securities Regulations, the Operator of the relevant system shall register a transfer of title to any uncertificated share or any renounceable right of allotment of a share which is a participating security held in uncertificated form unless the Uncertificated Securities Regulations permit the Operator of the relevant system to refuse to register such a transfer in certain circumstances in which case the said Operator may refuse such registration.
In accordance with the Uncertificated Securities Regulations, if the Operator of the relevant $(E)$ system refuses to register the transfer of an uncertificated share or of any such uncertificated renounceable right of allotment of a share it shall, as soon as reasonably practicable and in any event within two months after the date on which the relevant system-member instruction or issuer instruction (as the case may be) was received by the Operator, send notice of the refusal to the relevant system member or participating issuer (as the case may be).
In accordance with and subject to the provisions of the Uncertificated Securities Regulations, $(F)$ where title to an uncertificated share is transferred by means of a relevant system to a person who is to hold such share in certificated form thereafter, the Company as participating issuer shall

register the transfer in accordance with the relevant Operator-instruction, but so that the Company may refuse to register such a transfer in any circumstance permitted by the Uncertificated Securities Regulations.

$(G)$ In accordance with the Uncertificated Securities Regulations, if the Company as participating issuer refuses to register the transfer of title to an uncertificated share transferred by means of a relevant system to a person who is to hold such share in certificated form thereafter, it shall, as soon as reasonably practicable and in any event within two months after the date on which the Operator instruction was received by the Company, send notice of the refusal to the transferee.

36. Fees on registration

The Company (at its option) may or may not charge a fee for registering the transfer of a share or the renunciation of a renounceable letter of allotment or other document or instructions relating to or affecting the title to a share or the right to transfer it or for making any other entry in the register.

TRANSMISSION OF SHARES

37. On death

The Company shall recognise only the personal representative or representatives of a deceased $(A)$ member as having title to a share held by that member alone or to which he alone was entitled. In the case of a share held jointly by more than one person, the Company may recognise only the survivor or survivors as being entitled to it.
Nothing in the articles releases the estate of a deceased member from liability in respect of a (B) share which has been solely or jointly held by him.

38. Election of person entitled by transmission

A person becoming entitled by transmission to a share may, on production of such evidence as, $(A)$ subject to the Act, the board may require as to his entitlement, elect either to be registered as a member or to have a person nominated by him registered as a member.
If he elects to be registered himself, he shall give notice to the Company to that effect. If he $(B)$ elects to have another person registered, he shall:
$(i)$ if it is a certificated share, execute an instrument of transfer of the share to that person; or
$(ii)$ if it is an uncertificated share:
- procure that instructions are given by means of a relevant system to effect $(a)$ transfer of the share to that person; or
- change the share to a certificated share and execute an instrument of transfer of $(b)$ the share to that person.
$(C)$ All the provisions of the articles relating to the transfer of shares apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member

and his death, bankruptcy or other event giving rise to a transmission of entitlement had not occurred

$(D)$ The board may give notice requiring a person to make the election referred to in paragraph $(A)$ above. If that notice is not complied with within 60 days, the board may withhold payment of all dividends and other amounts payable in respect of the share until notice of election has been made.

39. Rights on transmission

Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share cease. The person entitled by transmission may, however, give a good discharge for dividends and other amounts payable in respect of the share and, subject to articles 38 and 118, has the rights to which he would be entitled if he were the holder of the share. The person entitled by transmission is not, however, before he is registered as the holder of the share entitled in respect of it to receive notice of or exercise rights conferred by membership in relation to meetings of the Company or a separate meeting of the holders of a class of shares.

FRACTIONS OF SHARES

40. Fractions

$(A)$ If, as the result of consolidation: consolidation and division or sub division of shares, members would become entitled to fractions of a share, the board may on behalf of the members deal with the fractions as it thinks fit. Subject to the Act and to the Uncertificated Securities Regulations, the board may, in effecting divisions and/or consolidations, treat a member's shares held in certificated form and uncertificated form as separate holdings. In particular, the board may:
aggregate fractional entitlements and sell any resulting shares to a person or persons $(i)$ (including, subject to the Act, to the Company) and distribute the net proceeds of sale in due proportion amongst the persons entitled or, if the board decides, some or all of the sum raised on a sale may be retained for the benefit of the Company; or
subject to the Act, allot or issue to a member credited as fully paid by way of $(ii)$ capitalisation the minimum number of shares required to round up his holding of shares to a number which, following consolidation; consolidation and division or sub division, leaves a whole number of shares (such allotment or issue being deemed to have been effected immediately before consolidation; consolidation and division or sub division, as the case may be).
$(B)$ To give effect to a sale pursuant to sub paragraph $(A)(i)$ above the board may arrange for the shares representing the fractions to be entered in the register as certificated shares. The board may also authorise a person to transfer the shares to, or to the direction of, the purchaser. The purchaser is not bound to see to the application of the purchase money and the title of the transferee to the shares is not affected by an irregularity or invalidity in the proceedings connected with the sale.
$(C)$ If shares are allotted or issued pursuant to sub paragraph $(A)(ii)$ above, the amount required to pay up those shares may be capitalised as the board thinks fit out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the

appropriate number of shares. A resolution of the board capitalising part of the reserves has the same effect as if the capitalisation had been declared by ordinary resolution of the Company pursuant to article 125. In relation to the capitalisation the board may exercise all the powers conferred on it by article 125 without an ordinary resolution of the Company.

COMPANY NAME

41. Change of Name

Subject to the Act, the board may by resolution change the name of the Company.

GENERAL MEETINGS

42. Annual general meetings

The board shall convene and the Company shall hold annual general meetings in accordance with the Act.

43. Convening of general meetings by the board

The board may convene a general meeting whenever it thinks fit.

44. Convening of general meetings by requirement of the members

The board, on the requirement of members pursuant to the Act, shall call a general meeting: (i) within 21 days from the date on which the board becomes subject to the requirement; and (ii) to be held on a date not more than 28 days after the date of the notice convening the meeting. At a meeting convened on a requisition or by requisitionists no business may be transacted except that stated by the requisition or proposed by the board. A general meeting may also be convened in accordance with article 90.

45. Length and form of notice

An annual general meeting shall be called by not less than 21 clear days' notice. All other $(A)$ general meetings shall be called by not less than 14 clear days' notice.
$(B)$ The notice of meeting shall be given to the members (other than any who, under the provisions of the articles or the terms of allotment or issue of shares, are not entitled to receive notice), to the directors and to the auditors.
The board may determine that persons entitled to receive notices of meeting are those persons $(C)$ entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant notice of meeting is being sent.
$(D)$ The notice of meeting may also specify a time (which, if the Company is a participating issuer, shall not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.

46. Omission to send notice

The accidental omission to give notice of a general meeting or to send, supply or make available any document or information relating to the meeting, or the non receipt of any such notice, document or information by a person entitled to receive any such notice, document or information shall not invalidate the proceedings at that meeting.

47. Postponement of general meetings

Subject to the Act, if the board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a general meeting at the time or place specified in the notice calling the general meeting, it may move and/or postpone the general meeting to another time and/or place. Subject to the Act, when a meeting is so moved and/or postponed, notice of the time and place of the moved and/or postponed meeting shall (if practical) be placed in at least two national newspapers in the United Kingdom. Notice of the business to be transacted at such moved and/or postponed meeting is not required. The board must take reasonable steps to ensure that members trying to attend the general meeting at the original time and/or place are informed of the new arrangements for the general meeting. Proxy forms can be delivered as specified in article 63. Any postponed and/or moved meeting may also be postponed and/or moved under this article.

PROCEEDINGS AT GENERAL MEETINGS

48. Quorum

No business may be transacted at a general meeting unless a quorum is present. The absence of a $(A)$ quorum does not prevent the appointment of a chairman in accordance with the articles, which shall not be treated as part of the business of the meeting.
Subject to the Act, the quorum for a general meeting is two qualifying persons present and $(B)$ entitled to vote.

49. Procedure if quorum not present

If a quorum is not present within twenty minutes (or such longer time as the chairman decides to $(A)$ wait) after the time fixed for the start of the meeting or if there is no longer a quorum present at any time during the meeting, the meeting, if convened by or on the requisition of members, is dissolved. In any other case it stands adjourned to such other day (being not less than 14 nor more than 28 days later) and at such other time and/or place as may have been specified for the purpose in the notice convening the meeting. Where no such arrangements have been specified, the meeting stands adjourned to such other day (being not less than 14 nor more than 28 days later) and at such other time and/or place as the chairman (or, in default, the board) decides.
At an adjourned meeting the quorum is one qualifying person present and entitled to vote. If a $(B)$ quorum is not present within five minutes from the time fixed for the start of the meeting, the adjourned meeting shall be dissolved.
Subject to paragraph (A) above, save where the time and place for the adjourned meeting has $(C)$ been specified for the purpose in the notice convening the meeting as referred to in paragraph (A) above (in which case notice of the adjourned meeting need not be given), the Company shall give

not less than seven clear days' notice of any meeting adjourned for the lack of a quorum and the notice shall state the quorum requirement.

50. Chairman

The chairman (if any) of the board or, in his absence, the vice chairman (if any) shall preside as $(A)$ chairman at a general meeting. If there is no chairman or vice chairman, or if at a meeting neither is present and willing and able to act within five minutes after the time fixed for the start of the meeting or neither is willing and able to act, the directors present shall select one of their number to be chairman. If only one director is present and willing and able to act, he shall be chairman. In default, the members present and entitled to vote shall choose one of their number to be chairman.
Without prejudice to any other power which he may have under the provisions of the articles or at $(B)$ common law, the chairman may take such action as he thinks fit to promote the orderly conduct of the business of the meeting as specified in the notice of meeting and the chairman's decision on matters of procedure or arising incidentally from the business of the meeting shall be final, as shall be his determination as to whether any matter is of such a nature.

51. Right to attend and speak

Each director shall be entitled to attend and speak at a general meeting and at a separate meeting $(A)$ of the holders of a class of shares or debentures whether or not he is a member.
The chairman may invite any person to attend and speak at any general meeting of the Company (B) where he considers that this will assist in the deliberations of the meeting.

52. Power to adjourn

The chairman may, with the consent of a meeting at which a quorum is present (and shall, if so $(A)$ directed by the meeting) adjourn a meeting from time to time and from place to place or for an indefinite period.
Without prejudice to any other power which he may have under the provisions of the articles or at $(B)$ common law, the chairman may, without the consent of the meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if he decides that it has become necessary to do so in order to:
$(i)$ secure the proper and orderly conduct of the meeting;
give all persons entitled to do so a reasonable opportunity of speaking and voting at the $(ii)$ meeting; or
$(iii)$ ensure that the business of the meeting is properly disposed of.

Notice of adjourned meeting 53.

Whenever a meeting is adjourned for 28 days or more or for an indefinite period pursuant to $(A)$ article 52, at least seven clear days' notice shall be given to the members (other than any who, under the provisions of the articles or the terms of allotment or issue of the shares, are not entitled to receive notice), the directors and the auditors. Except in these circumstances it is not necessary to give notice of a meeting adjourned pursuant to article 52 or of the business to be transacted at the adjourned meeting.

$(B)$ The board may determine that persons entitled to receive notice of an adjourned meeting in accordance with this article are those persons entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant notice of meeting is being sent.
$(C)$ The notice of an adjourned meeting given in accordance with this article may also specify a time (which, if the Company is a participating issuer, shall not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.

54. Business at adjourned meeting

No business may be transacted at an adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.

55. Accommodation of members at meeting

If it appears to the chairman that the meeting place specified in the notice convening the meeting is inadequate to accommodate all members entitled and wishing to attend, the meeting shall be duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that a member who is unable to be accommodated is able to:

$(i)$ participate in the business for which the meeting has been convened;
hear and see all persons present who speak (whether by the use of microphones, loud $(ii)$ speakers, audio visual communications equipment or otherwise), whether in the meeting place or elsewhere; and
$(iii)$ be heard and seen by all other persons present in the same way.

56. Security

The board may make any arrangement and impose any restriction it considers appropriate to ensure the security of a meeting including, without limitation, the searching of a person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place. The board may authorise one or more persons, who shall include a director or the secretary or the chairman of the meeting, to:

refuse entry to a meeting to a person who refuses to comply with these arrangements or $(i)$ restrictions; and
$(ii)$ eject from a meeting any person who causes the proceedings to become disorderly.

VOTING

57. Method of voting

The directors may decide in advance of any general meeting that some or all of the resolutions to $(A)$ be put to the vote at a general meeting will be decided on a poll.
At a general meeting, a resolution put to the vote of the meeting shall be decided on a show of $(B)$ hands unless (before or on the declaration of the result of the show of hands) a poll is properly demanded by:
$(i)$ the chairman of the meeting:
$(ii)$ not less than five members entitled to vote on the resolution;
a member or members representing in aggregate not less than one tenth of the total voting $(iii)$ rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares); or
$(iv)$ a member or members holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all the shares conferring that right (excluding shares in the Company conferring a right to vote on the resolution which are held as treasury shares).

For the purposes of (ii) above, a demand by a proxy counts as a demand by the member. For the purposes of (iii) above, a demand by a proxy counts as a demand by a member representing the voting rights that the proxy is authorised to exercise. For the purposes of (iv) above, a demand by a proxy counts as a demand by a member holding the shares to which those rights are attached.

$(C)$ Unless a poll is demanded (and the demand is not duly withdrawn), a declaration by the chairman that the resolution has been carried, or carried by a particular majority, or lost or not carried by a particular majority, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. An entry in respect of such a declaration in minutes of the meeting recorded in accordance with section 355 of the Act is also conclusive evidence of that fact without such proof.

58. Procedure on a poll

$(A)$ If a poll is properly demanded, it shall be taken in such manner as the chairman directs. He may appoint scrutineers, who need not be members, and may fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
A poll demanded on the election of a chairman or on any question of adjournment shall be taken $(B)$ at the meeting and without adjournment. A poll demanded on another question shall be taken at such time and place as the chairman decides, either at once or after an interval or adjournment (but not more than 30 clear days after the date of the demand).
$(C)$ No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll shall be taken.
$(D)$ The demand for a poll may be withdrawn but only with the consent of the chairman. A demand withdrawn in this way validates the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
$(E)$ The demand for a poll (other than on the election of the chairman or on a question of adjournment) does not prevent the meeting continuing for the transaction of business other than the question on which a poll has been demanded.
On a poll taken at a general meeting of the Company, a member present and entitled to more than $(F)$ one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

59. Votes of members

Subject to special rights or restrictions as to voting attached to any class of shares by or in $(A)$ accordance with the articles, on a vote on a resolution:
on a show of hands at a meeting: $(i)$
- every member present (not being present by proxy) and entitled to vote on the $(a)$ resolution has one vote: and
- $(b)$ every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote, except where:
- that proxy has been duly appointed by more than one member entitled to $(1)$ vote on the resolution; and
- $(2)$ the proxy has been instructed:
  - $(x)$ by one or more of those members to vote for the resolution and by one or more of those members to vote against it; or
  - by one or more of those members to vote in the same way on the $(y)$ resolution (whether for or against) and one or more of those members has permitted the proxy discretion as to how to vote,

in which case the proxy has one vote for and one vote against the resolution.

on a poll taken at a meeting, every member present and entitled to vote has one vote in $(ii)$ respect of each share held by him.
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person $(B)$ or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority is determined by the order in which the names of the holders stand in the register.
$(C)$ A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) that he is or may be suffering from mental disorder or is otherwise incapable of running his affairs may vote, whether on a show of hands or

on a poll, by his guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court. A guardian, receiver, curator bonis or other authorised and appointed person may, on a poll, vote by proxy if evidence (to the satisfaction of the board) of the authority of the person claiming to exercise the right to vote is received at the office (or at another place specified in accordance with the articles for the delivery or receipt of forms of appointment of a proxy) or in any other manner specified in the articles for the appointment of a proxy within the time limits prescribed by the articles for the appointment of a proxy for use at the meeting, adjourned meeting or poll at which the right to vote is to be exercised.

60. No casting vote

In the case of an equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.

61. Restriction on voting rights for unpaid calls etc.

Unless the board otherwise decides, no member is entitled in respect of a share held by him to be present or to vote, either in person or by proxy, at a general meeting or at a separate meeting of the holders of class of shares or on a poll, or to exercise other rights conferred by membership in relation to the meeting or poll, if a call or other amount due and payable in respect of the share is unpaid. This restriction ceases on payment of the amount outstanding and all costs, charges and expenses incurred by the Company by reason of the non payment.

62. Voting by proxy

$(A)$ Subject to paragraph (B) below, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the board) executed under the hand of the appointor or his duly constituted attorney or, if the appoint is a company, under its seal or under the hand of its duly authorised officer or attorney or other person authorised to sign.
$(B)$ Subject to the Act, the board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of paragraph (A) above.
$(C)$ The board may, but is not obliged to, require the production of reasonable evidence to determine:
$(i)$ the identity of the member and the proxy; and
the member's instructions (if any) as to how the proxy is to vote; and $(ii)$
$(iii)$ where the proxy is appointed by a person acting on behalf of the member, authority of that person to make the appointment.
$(D)$ A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit.
$(E)$ A proxy need not be a member.
$(F)$ A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share.
$(G)$ Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll.
$(H)$ The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the board.
$(1)$ Subject to the Act and the requirements of the listing rules and disclosure and transparency rules of the United Kingdom Listing Authority, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting.

63. Appointment of proxy

$(A)$ The form of appointment of a proxy and any evidence required by the board under paragraph (C) of article 62 shall be:
$(i)$ subject to paragraphs (iii) and (iv) below, in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting not less than 48 hours (excluding any part of a day that is not a working day) before the time for holding the meeting or adjourned meeting or the taking of a poll at which the person named in the form of appointment of proxy proposes to vote;
$(ii)$ subject to paragraphs (iii) and (iv) below, in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address:
- $(a)$ in the notice convening the meeting:
- $(b)$ in any form of appointment of a proxy sent out by the Company in relation to the meeting: or
- $(c)$ in any invitation to appoint a proxy issued by the Company in relation to the meeting.

received at such address not less than 48 hours (excluding any part of a day that is not a working day) before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote:

in the case of a meeting adjourned for less than 28 days but more than 48 hours or in the $(iii)$ case of a poll taken more than 48 hours after it is demanded, delivered or received as required by paragraphs (i) or (ii) not less than 24 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting or the taking of the poll; or
in the case of a meeting adjourned for not more than 48 hours or in the case of a poll not $(iv)$ taken immediately but taken not more than 48 hours after it was demanded, delivered at the adjourned meeting or at the meeting at which the poll was demanded to the chairman or to the secretary or to a director.

An appointment of proxy not delivered or received in accordance with this article is invalid.

$(B)$ Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the board may from time to time permit appointments of a proxy to be made by electronic means in the form of an uncertificated proxy instruction and may in a similar manner permit supplements to, or amendments or revocations of, any such uncertificated proxy instruction to be made by like means. The board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction (and/or other instruction or notification) is to be treated as received by the Company or a participant acting on its behalf. The board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.

64. Validity of actions by proxy or representative of a corporation

$(A)$ The Company is not obliged to verify that a person or representative of a corporation is acting in accordance with any instructions he has received and any failure to act in accordance with such instructions shall not invalidate any proceedings at a meeting of the Company.
The termination of the authority of a person to act as proxy or as the duly authorised $(B)$ representative of a member which is a corporation does not affect whether he counts in deciding whether there is a quorum at a meeting, the validity of anything he does as chairman of a meeting, the validity of a poll demanded by him at a meeting, or the validity of a vote given by that person unless notice of the termination was received by the Company at the office or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of proxy was sent by electronic means, at the address at which the form of appointment was received, not later than the last time at which an appointment of proxy should have been delivered or received in order to be valid for use at the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for use on the holding of the poll at which the vote is cast.

65. Corporate representatives

In accordance with the Act, a corporation which is a member may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company (a "representative"). A director, the secretary or other person authorised for the purpose by the secretary may require a representative to produce a certified copy of the resolution of authorisation before permitting him to exercise his powers.

66 Objections to and error in voting

No objection may be made to the qualification of a voter or to the counting of, or failure to count, a vote, except at the meeting or adjourned meeting at which the vote objected to is tendered or at which the error occurs. An objection properly made shall be referred to the chairman and only invalidates the decision of the meeting on any resolution if, in the opinion of the chairman, it is of sufficient magnitude to affect the decision of the meeting. The decision of the chairman on such matters is conclusive and binding on all concerned.

67. Amendments to resolutions

No amendment to a resolution duly proposed as a special resolution (other than an amendment to correct a patent, grammatical or clerical error or as may otherwise be permitted by law) may be considered or voted on. No amendment to a resolution duly proposed as an ordinary resolution (other than an amendment to correct a patent, grammatical or clerical error or as may otherwise be permitted by law) may be considered or voted on unless either:

$(i)$ at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered, notice of the terms of the amendment and intention to move it has been lodged at the office; or
$(ii)$ the chairman in his absolute discretion decides that the amendment may be considered or voted on.

If an amendment proposed to a resolution under consideration is ruled out of order by the chairman the proceedings on the substantive resolution are not invalidated by an error in his ruling.

Class meetings 68.

Except in the circumstances described in sections $334(2)$ and $334(2)$ of the Act, a separate meeting for the holders of a class of shares shall be convened and conducted as nearly as possible in the same way as a general meeting, except that:

$(i)$ no member is entitled to notice of it or to attend unless he is a holder of shares of that class:
$(ii)$ no vote may be cast except in respect of a share of that class;
the quorum at a meeting (other than an adjourned meeting) is two qualifying persons $(iii)$ present and entitled to vote holding at least one third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares);
$(iv)$ the quorum at an adjourned meeting is one qualifying person present and entitled to vote and holding shares of that class; and
$(v)$ any holder of shares of that class present and entitled to vote may demand a poll.

For the purposes of sub paragraph (iii) above, where a person is present by one or more proxies, he is treated as holding only the shares in respect of which any such proxy is authorised to exercise voting rights.

69. Failure to disclose interests in shares

$(A)$ Having regard to the requirements of any relevant investment exchange, where notice is served by the Company under section 793 of the Act (a "section 793 notice") on a member, or another person appearing to be interested in shares held by that member, and the member or other person has failed in relation to any shares (the "default shares", which expression includes any shares allotted or issued after the date of the section 793 notice in respect of those shares) to give the Company the information required within the prescribed period from the date of service of the section 793 notice, the following sanctions apply, unless the board otherwise decides:
the member shall not be entitled in respect of the default shares to be present or to vote $(i)$ (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll; and
where the default shares represent at least 0.25 per cent, in nominal value of the issued $(ii)$ shares of their class (excluding any share of their class held as treasury shares):
- a dividend (or any part of a dividend) or other amount payable in respect of the $(a)$ default shares shall be withheld by the Company, which has no obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to article 124, to receive shares instead of a dividend; and
- $(b)$ no transfer of any certificated default shares shall be registered unless the transfer is an excepted transfer or:
- the member is not himself in default in supplying the information $(1)$ required; and
- $(2)$ the member proves to the satisfaction of the board that no person in default in supplying the information required is interested in any of the shares the subject of the transfer.
$(B)$ For the purpose of enforcing the sanction in paragraph $(A)(i)(b)$ , the board may give notice to the member requiring the member to change default shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any default shares held in certificated form to uncertificated form. If the member does not comply with the notice, the board may require the Operator to convert default shares held in uncertificated form into certificated form in the name and on behalf of the member in accordance with the Uncertificated Securities Regulations.
$(C)$ The sanctions under paragraph $(A)$ cease to apply seven days after the earlier of:
receipt by the Company of notice of an excepted transfer, but only in relation to the $(i)$ shares thereby transferred; and
receipt by the Company, in a form satisfactory to the board, of all the information $(ii)$ required by the section 793 notice.
$(D)$ Where, on the basis of information obtained from a member in respect of a share held by him, the Company issues a section 793 notice to another person, it shall at the same time send a copy of the section 793 notice to the member, but the accidental omission to do so, or the non receipt by

the member of the copy, does not invalidate or otherwise affect the application of paragraphs (A) or $(B)$ .

For the purposes of this article 69: $(E)$
a person, other than the member holding a share, shall be treated as appearing to be $(i)$ interested in that share if the member has informed the Company that the person is or may be interested, or if the Company (after taking account of information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested;
$(ii)$ "interested" shall be construed as it is for the purpose of section 793 of the Act;
reference to a person having failed to give the Company the information required by a $(iii)$ section 793 notice, or being in default in supplying such information, includes (a) reference to his having failed or refused to give all or any part of it, and (b) reference to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular;
the "prescribed period" means 14 days; $(iv)$
an "excepted transfer" means, in relation to shares held by a member: $(v)$
- $(a)$ a transfer pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or
- a transfer in consequence of a sale made through a recognised investment $(b)$ exchange (as defined in the Financial Services and Markets Act 2000) or another stock exchange outside the United Kingdom on which shares in the capital of the Company are normally traded; or
- a transfer which is shown to the satisfaction of the board to be made in $(c)$ consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares.
The provisions of this article are in addition and without prejudice to the provisions of the Act. $(F)$

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

70. Number of directors

Unless and until otherwise decided by the Company by ordinary resolution the number of directors must not be less than two and is not subject to a maximum number.

71. Power of the Company to appoint directors

Subject to the articles, the Company may by ordinary resolution appoint a person who is willing to act to be a director, either to fill a vacancy or as an addition to the board, but the total number of directors may not exceed any maximum number fixed in accordance with the articles.

72. Power of the board to appoint directors

Without prejudice to the power of the Company to appoint a person to be a director pursuant to the articles, the board may appoint a person who is willing to act as a director, either to fill a vacancy or as an addition to the board, but the total number of directors may not exceed any maximum number fixed in accordance with the articles. A director appointed in this way may hold office only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during that meeting.

73. Appointment of executive directors

Subject to the Act, the board may appoint one or more of its body to hold an executive office with $(A)$ the Company for such term and on such other terms and conditions as (subject to the Act) the board thinks fit. The board may revoke or terminate an appointment, without prejudice to a claim for damages for breach of the contract of service between the director and the Company or otherwise.
$(B)$ Subject to the Act, the board may enter into an agreement or arrangement with any director for the provision of any services outside the scope of the ordinary duties of a director. Any such agreement or arrangement may be made on such terms and conditions as (subject to the Act) the board thinks fit and (without prejudice to any other provision of the articles) it may remunerate any such director for such services as it thinks fit.

74. Eligibility of new directors

No person other than a director retiring may be appointed or reappointed a director at a general $(A)$ meeting unless:
he is recommended by the board; or $(i)$
not less than seven nor more than 42 days before the date fixed for the meeting, notice $(ii)$ has been given to the Company by a member (other than the person to be proposed) qualified to vote at the meeting of the intention to propose that person for appointment or reappointment. The notice shall (a) state the particulars which would, if the proposed director were appointed or reappointed, be required to be included in the Company's register of directors, (b) be accompanied by notice given by the proposed director of his willingness to be appointed or reappointed, and (c) be lodged at the office.
$(B)$ A director need not be a member.

75. Voting on resolution for appointment

A resolution for the appointment of two or more persons as directors by a single resolution is void unless an ordinary resolution that the resolution for appointment is proposed in this way has first been agreed to by the meeting without a vote being given against it.

76. Retirement of Directors

$(A)$ At each annual general meeting each director then in office shall retire from office with effect from the conclusion of the meeting. A retiring director shall be eligible for re-election, and a director who is re-elected will be treated as continuing in office without a break.

A retiring director who is not re-elected shall retain office until the close of the meeting at which $(B)$ he retires.

77. Removal by ordinary resolution

In addition to any power of removal conferred by the Act, the Company may by ordinary resolution remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to the articles) by ordinary resolution appoint another person who is willing to act to be a director in his place.

Vacation of office by director 78.

Without prejudice to the provisions for retirement contained in the articles, the office of a director $(A)$ is vacated if:
he resigns by notice delivered to the secretary at the office or tendered at a board $(i)$ meeting:
$(ii)$ he ceases to be a director by virtue of a provision of the Act or is removed from office pursuant to the articles or becomes prohibited by law from being a director;
he becomes bankrupt or compounds with his creditors generally or he applies to the court $(iii)$ for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that act;
he is or has been suffering from mental ill health or becomes a patient for the purpose of $(iv)$ any statute relating to mental health or any court claiming jurisdiction on the ground of mental disorder (however stated) makes an order for his detention or for the appointment of a guardian, receiver or other person (howsoever designated) to exercise powers with respect to his property or affairs, and in any such case the board resolves that his office be vacated:
both he and his alternate director appointed pursuant to the provisions of the articles (if $(v)$ any) are absent, without the permission of the board, from board meetings for six consecutive months and the board resolves that his office be vacated; or
he is removed from office by notice addressed to him at his last known address and $(vi)$ signed by all his co directors (without prejudice to a claim for damages for breach of contract or otherwise).
$(B)$ A resolution of the board declaring a director to have vacated office under the terms of this article is conclusive as to the fact and grounds of vacation stated in the resolution.
$(C)$ If the office of a director is vacated for any reason, he shall cease to be a member of any committee of the board.

ALTERNATE DIRECTORS

79. Appointment

A director (other than an alternate director) may by notice delivered to the secretary at the office $(A)$ or tabled at a meeting of the board, or in any other manner approved by the board, appoint as his alternate director:
$(i)$ another director, or
another person approved by the board and willing to act. $(ii)$

No appointment of an alternate director who is not already a director shall be effective until he has consented to act as a director.

$(B)$ An alternate director need not be a member and shall not be counted in reckoning the number of directors for the purpose of article 70.

80. Revocation of appointment

A director may by notice delivered to the secretary at the office or tabled at a meeting of the board revoke the appointment of his alternate director and, subject to the provisions of article 79, appoint another person in his place. If a director ceases to hold the office of director or if he dies, the appointment of his alternate director automatically ceases. If a director retires but is reappointed or deemed reappointed at the meeting at which his retirement takes effect, a valid appointment of an alternate director which was in force immediately before his retirement continues to operate after his reappointment as if he has not retired. The appointment of an alternate director ceases on the happening of an event which, if he were a director otherwise appointed, would cause him to vacate office.

81. Participation in board meetings

An alternate director shall be, if he gives the Company an address in the United Kingdom at which notices may be served on him or an address at which notices may be served on him by electronic means, entitled to receive notice of all meetings of the board and all committees of the board of which his appointor is a member and, in the absence from those meetings of his appointor, to attend and vote at the meetings and to exercise all the powers, rights, duties and authorities of his appointor. A director acting as alternate director has a separate vote at meetings of the board and committees of the board for each director for whom he acts as alternate director but he counts as only one for the purpose of determining whether a quorum is present.

82. Responsibility

A person acting as an alternate director shall be an officer of the Company, shall alone be responsible to the Company for his acts and defaults, and shall not be deemed to be the agent of his appointor.

REMUNERATION, EXPENSES AND PENSIONS

83. Directors' fees

Unless otherwise decided by the Company by ordinary resolution, the Company shall pay to the $(A)$ directors (but not alternate directors) for their services as directors such amount of aggregate fees as the board decides. The aggregate fees shall be divided among the directors in such proportions as the board decides or, if no decision is made, equally. A fee payable to a director pursuant to this article is distinct from any salary, remuneration or other amount payable to him pursuant to other provisions of the articles or otherwise and accrues from day to day.
$(B)$ Subject to the Act and to the articles and the requirements of any relevant investment exchange, the board may arrange for part of a fee payable to a director under this article to be provided in the form of fully paid shares in the capital of the Company. The amount of the fee payable in this way shall be at the discretion of the board and shall be applied in the purchase or subscription of shares on behalf of the relevant director. In the case of a subscription of shares, the subscription price per share shall be deemed to be the closing middle market quotation for a fully paid share of the Company of that class as published in the Daily Official List (or such other quotation derived from such other source as the board may deem appropriate) on the day of subscription.

84. Additional remuneration

A director who, at the request of the board, goes or resides abroad, makes a special journey or performs a special service on behalf of the Company may be paid such reasonable additional remuneration (whether by way of salary, percentage of profits or otherwise) and expenses as the board may decide.

85. Expenses

A director is entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in the performance of his duties as director including, without limitation, expenses incurred in attending meetings of the board or of committees of the board or general meetings or separate meetings of the holders of a class of shares or debentures. Subject to any guidelines and procedures established from time to time by the board a director may also be paid out of the funds of the Company for all expenses incurred by him in obtaining professional advice in connection with the affairs of the Company or the discharge of his duties as a director.

86. Remuneration and expenses of alternate directors

An alternate director is not entitled to a fee from the Company for his services as an alternate director. The fee payable to an alternate director is payable out of the fee payable to his appointor and consists of such portion (if any) of the fee as he agrees with his appointor. The Company shall, however, repay to an alternate director expenses incurred by him in the performance of his duties if the Company would have been required to repay the expenses to him under article 85 had he been a director.

87. Directors' pensions and other benefits

The board may exercise all the powers of the Company to provide pensions or other retirement or $(A)$ superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for a person who is or has at any time been a director of:

$(i)$ the Company;
$(ii)$ a company which is or was a subsidiary undertaking of the Company;
a company which is or was allied to or associated with the Company or a subsidiary $(iii)$ undertaking of the Company; or
$(iv)$ a predecessor in business of the Company or of a subsidiary undertaking of the Company,

(or, in each case, for any member of his family, including a spouse or former spouse, or a person who is or was dependent on him). For this purpose the board may establish, maintain, subscribe and contribute to any scheme, trust or fund and pay premiums. The board may arrange for this to be done by the Company alone or in conjunction with another person.

$(B)$ A director or former director is entitled to receive and retain for his own benefit a pension or other benefit provided under paragraph (A) and is not obliged to account for it to the Company.

88. Remuneration of executive directors

The salary or other remuneration of a director appointed to hold employment or executive office in accordance with the articles may be a fixed sum of money, or wholly or in part governed by business done or profits made, or as otherwise decided by the board, and may be in addition to or instead of a fee payable to him for his services as director pursuant to the articles.

POWERS AND DUTIES OF THE BOARD

89. Powers of the board

Subject to the Act, the articles and directions given by special resolution of the Company, the business and affairs of the Company shall be managed by the board which may exercise all the powers of the Company whether relating to the management of the business or not. No alteration of the articles and no direction given by the Company shall invalidate a prior act of the board which would have been valid if the alteration had not been made or the direction had not been given. The provisions of the articles giving specific powers to the board do not limit the general powers given by this article.

90. Powers of directors being less than minimum required number

If the number of directors is less than any minimum fixed in accordance with the articles or decided by the Company by ordinary resolution, the remaining director or directors may act only for the purposes of appointing an additional director or directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no director or directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing directors. An additional director appointed in this way holds office (subject to the articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the meeting.

91. Powers of executive directors

The board may delegate to a director holding executive office any of its powers, authorities and discretions for such time and on such terms and conditions as it thinks fit. In particular, without limitation, the board may grant the power to sub delegate, and may retain or exclude the right of the board to exercise the delegated powers, authorities or discretions collaterally with the director. The board may at any time revoke the delegation or alter its terms and conditions.

92. Delegation to committees

The board may delegate any of its powers, authorities and discretions (with power to sub delegate) to a committee consisting of one or more persons (whether a member or members of the board or not) as it thinks fit. A committee may exercise its power to sub delegate by sub delegating to any person or persons (whether or not a member or members of the board or of the committee). The board may retain or exclude its right to exercise the delegated powers, authorities or discretions collaterally with the committee. The board may at any time revoke the delegation or alter any terms and conditions or discharge the committee in whole or in part. Where a provision of the articles refers to the exercise of a power, authority or discretion by the board (including, without limitation, the power to pay fees, remuneration, additional remuneration, expenses and pensions and other benefits pursuant to articles 73 or 83 to 88) and that power, authority or discretion has been delegated by the board to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.

93. Agents

The board may by power of attorney or otherwise appoint a person to be the agent of the Company and may delegate to that person any of its powers, authorities and discretions for such purposes, for such time and on such terms and conditions (including as to remuneration) as it thinks fit. In particular, without limitation, the board may grant the power to sub delegate and may retain or exclude the right of the board to exercise the delegated powers, authorities or discretions collaterally with the agent. The board may at any time revoke or alter the terms and conditions of the appointment or delegation.

94. Associate directors

The board may appoint a person (not being a director) to an office or employment having a designation or title including the word "director" or attach to an existing office or employment that designation or title and may terminate the appointment or use of that designation or title. The inclusion of the word "director" in the designation or title of an office or employment does not imply that the person is, or is deemed to be, or is empowered to act as, a director for any of the purposes of the Act or the articles.

95. Exercise of voting powers

The board may exercise or cause to be exercised the voting powers conferred by shares in the capital of another company held or owned by the Company, or a power of appointment to be exercised by the Company, in any manner it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of a director as an officer or employee of that company or in favour of the payment of remuneration to the officers or employees of that company).

$96₁$ Provision for employees

The board may exercise the powers conferred on the Company by the Act to make provision for the benefit of a person employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of his family, including a spouse or former spouse, or any person who is or was dependent on him) in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or the subsidiary undertaking.

97. Registers

Subject to the Act and the Uncertificated Securities Regulations, the board may exercise the powers conferred on the Company with regard to the keeping of an overseas, local or other register and may make and vary regulations as it thinks fit concerning the keeping of a register.

98. Borrowing powers

The board may exercise all the powers of the Company to borrow money and to mortgage or charge all or part of the undertaking, property and assets (present or future) and uncalled capital of the Company and, subject to the Act, to issue debentures and other securities, whether outright or as collateral security for a debt, liability or obligation of the Company or of a third party.

99. Register of charges

The Company shall keep a register of charges in accordance with the Act and the fee to be paid by a person other than a creditor or member for each inspection of the register of charges is the maximum sum prescribed by the Act or, failing which, decided by the board.

$100.$ Directors' interests

Directors' interests other than in relation to transactions or arrangements with the Company authorisation under section 175 of the Act

$(A)$ The board may authorise any matter proposed to it which would, if not so authorised, involve a breach of duty by a director under section 175 of the Act.
$(B)$ Any authorisation under paragraph (A) will be effective only if:
any requirement as to the quorum at the meeting at which the matter is considered is met $(i)$ without counting the director in question or any other director interested in the matter under consideration; and
$(ii)$ the matter was agreed to without such director voting or would have been agreed to if the vote of such director had not been counted.
$(C)$ The board may give any authorisation under paragraph (A) upon such terms as it thinks fit. The board may vary or terminate any such authorisation at any time.
For the purposes of this article 100, a conflict of interest includes a conflict of interest and duty (D) and a conflict of duties, and interest includes both direct and indirect interests.

Confidential information and attendance at board meetings

$(E)$ A director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person. In particular the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he:
fails to disclose any such information to the board or to any director or other officer or $(i)$ employee of the Company; and/or
$(ii)$ does not use or apply any such information in performing his duties as a director of the Company.

However, to the extent that his relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this paragraph (E) applies only if the existence of that relationship has been authorised by the board pursuant to paragraph (A).

$(F)$ Where the existence of a director's relationship with another person has been authorised by the board pursuant to paragraph (A) and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he:
absents himself from meetings of the board at which any matter relating to the conflict of $(i)$ interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or
makes arrangements not to receive documents and information relating to any matter $(ii)$ which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser on his behalf,

for so long as he reasonably believes such conflict of interest (or possible conflict of interest) subsists.

$\left( G\right)$ The provisions of paragraphs $(E)$ and $(F)$ are without prejudice to any equitable principle or rule of law which may excuse the director from:
disclosing information, in circumstances where disclosure would otherwise be required $(i)$ under these articles; or
$(ii)$ attending meetings or discussions or receiving documents and information as referred to in paragraph (F), in circumstances where such attendance or receiving such documents and information would otherwise be required under these articles.

Declaration of interests in proposed or existing transactions or arrangements with the Company

$(H)$ A director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company shall declare the nature and extent of his interest to the other directors before the Company enters into the transaction or arrangement.

$(1)$ A director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company shall declare the nature and extent of his interest to the other directors as soon as is reasonably practicable, unless the interest has already been declared under paragraph (H) above.
$(J)$ Any declaration required by paragraph $(H)$ or $(I)$ must be made at a meeting of the directors or by notice in writing in accordance with section 184 of the Act or by general notice in accordance with section 185 of the Act.
$(K)$ If a declaration made under paragraph $(H)$ or $(I)$ above proves to be, or becomes, inaccurate or incomplete, a further declaration must be made under paragraph (H) or (I), as appropriate.
$(L)$ A director need not declare an interest under this article 100:
$(i)$ if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
if, or to the extent that, the other directors are already aware of it (and for this purpose the $(ii)$ other directors are treated as aware of anything of which they ought reasonably to be aware);
if, or to the extent that, it concerns terms of his service contract that have been or are to $(iii)$ be considered by a meeting of the directors or by a committee of the directors appointed for the purpose under these articles; or
$(iv)$ if the director is not aware of his interest or is not aware of the transaction or arrangement in question (and for this purpose a director is treated as being aware of matters of which he ought reasonably to be aware).

Ability to enter into transactions and arrangements with the Company notwithstanding interest

Subject to the provisions of the Act and provided that he has declared to the board the nature and $(M)$ extent of any direct or indirect interest of his in accordance with this article 100 or where paragraph (L) applies and no declaration of interest is required, a director notwithstanding his office:
$(i)$ may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is otherwise directly or indirectly interested;
$(ii)$ may act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor), and in any such case on such terms as to remuneration and otherwise as the board may decide; and
may be a director or other officer of, or employed by, or a party to any transaction or $(iii)$ arrangement with, or otherwise be interested in, any body corporate in which the Company is otherwise directly or indirectly interested.

Remuneration and benefits

A director shall not, by reason of his office, be accountable to the Company for any remuneration $(N)$ or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate:

the acceptance, entry into or existence of which has been authorised by the board $(i)$ pursuant to paragraph (A) (subject, in any such case, to any terms upon which such authorisation was given); or
$(ii)$ which he is permitted to hold or enter into by virtue of paragraph (M) or otherwise pursuant to these articles,

nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. No transaction or arrangement authorised or permitted pursuant to paragraphs $(A)$ or $(M)$ or otherwise pursuant to these articles shall be liable to be avoided on the ground of any such interest or benefit.

General voting and quorum requirements

Save as otherwise provided by these articles, a director shall not vote at a meeting of the board or $(0)$ of a committee of the board on any resolution concerning a matter in which he has a direct or indirect interest which is, to his knowledge, a material interest (otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the Company), but this prohibition does not apply to a resolution concerning any of the following matters:
$(i)$ the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;
$(ii)$ the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;
a transaction or arrangement concerning an offer of shares, debentures or other securities $(iii)$ of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
$(iv)$ a transaction or arrangement to which the Company is or is to be a party concerning another company (including a subsidiary undertaking of the Company) in which he or any person connected with him is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise (a "relevant company"), if he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the Act) representing one per cent. or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) in the relevant company or of the voting rights available to members of the relevant company;
a transaction or arrangement for the benefit of the employees of the Company or any of $(v)$ its subsidiary undertakings (including any pension fund or retirement, death or disability scheme) which does not award him a privilege or benefit not generally awarded to the employees to whom it relates; and
a transaction or arrangement concerning the purchase or maintenance of any insurance $(vi)$ policy for the benefit of directors or for the benefit of persons including directors.
$(P)$ A director may not vote on or be counted in the quorum in relation to a resolution of the board or committee of the board concerning his own appointment (including, without limitation, fixing or varying the terms of his appointment or its termination) as the holder of an office or place of profit with the Company or any company in which the Company is interested. Where proposals are under consideration concerning the appointment (including, without limitation, fixing or varying the terms of appointment or its termination) of two or more directors to offices or places of profit with the Company or a company in which the Company is interested, such proposals shall be divided and a separate resolution considered in relation to each director. In that case, each of the directors concerned (if not otherwise debarred from voting under this article) is entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
If a question arises at a meeting as to the materiality of a director's interest (other than the interest $(Q)$ of the chairman of the meeting) or as to the entitlement of a director (other than the chairman) to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be referred to the chairman and his ruling in relation to the director concerned is conclusive and binding on all concerned.
$(R)$ If a question arises at a meeting as to the materiality of the interest of the chairman of the meeting or as to the entitlement of the chairman to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be decided by resolution of the directors or committee members present at the meeting (excluding the chairman) whose majority vote is conclusive and binding on all concerned.
$(S)$ For the purposes of this article 1, in relation to an alternate director, the interest of his appoint is treated as the interest of the alternate director in addition to any interest which the alternate director otherwise has. This article 100 applies to an alternate director as if he were a director otherwise appointed.

Miscellaneous

Subject to the Act, the Company may by ordinary resolution suspend or relax the provisions of $(T)$ this article 100 to any extent or ratify any transaction or arrangement not properly authorised by reason of a contravention of this article 100.

PROCEEDINGS OF DIRECTORS AND COMMITTEES

101. Board meetings

Subject to the articles, the board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit.

$102.$ Notice of board meetings

A director may, and the secretary at the request of a director shall, summon a board meeting at any time. Notice of a board meeting is deemed to be duly given to a director if it is given to him personally or by word of mouth or by electronic means to an address given by him to the Company for that purpose or sent in writing to him at his last known address or another address given by him to the Company for that purpose. A director may waive the requirement that notice be given to him of a board meeting, either prospectively or retrospectively. A director absent or intending to be absent from the United Kingdom may request that notices of board meetings during his absence be sent in hard copy form or by electronic means to him to an address given by him to the Company for that purpose. If no request is made (and/or if no such non United Kingdom address is given) it is not necessary to give notice of a board meeting to a director who is absent from the United Kingdom.

103. Quorum

The quorum necessary for the transaction of business may be decided by the board and until otherwise decided is two directors present in person or by alternate director. A duly convened meeting of the board at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the board.

104. Chairman of board

The board may appoint one of its body as chairman to preside at every board meeting at which he is present and one or more vice chairman or chairmen and decide the period for which he is or they are to hold office (and may at any time remove him or them from office). If no chairman or vice chairman is elected, or if at a meeting neither the chairman nor a vice chairman is present within five minutes of the time fixed for the start of the meeting, the directors and alternate directors (in the absence of their appointors) present shall choose one of their number to be chairman. If two or more vice chairmen are present, the senior of them shall act as chairman, seniority being determined by length of office since their last appointment or reappointment or deemed reappointment. As between two or more who have held office for an equal length of time, the vice chairman to act as chairman shall be decided by those directors and alternate directors (in the absence of their appointors) present. A chairman or vice chairman may hold executive office or employment with the Company.

105. Voting

Ouestions arising at a meeting of the board are determined by a majority of votes. In case of an equality of votes the chairman has a second or casting vote.

$106.$ Participation by telephone

A director or his alternate director may participate in a meeting of the board or a committee of the board through the medium of conference telephone, video teleconference or similar form of communication equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote. Subject to the Act, all business transacted in this way by the board or a committee of the board is for the purposes of the articles deemed to be validly and effectively transacted at a meeting of the board or a committee of the board although fewer than two directors or alternate directors are physically present at the same place. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is.

107. Resolution in writing

A resolution in writing executed by all directors for the time being entitled to receive notice of a board meeting, who would have been entitled to vote on the resolution at the meeting and not being less than a quorum, or by all members of a committee of the board for the time being entitled to receive notice of a committee meeting, who would have been entitled to vote on the resolution at the meeting and not being less than a quorum, is as valid and effective for all purposes as a resolution passed at a meeting of the board (or committee, as the case may be). The resolution in writing may consist of several documents in the same form each executed by one or more of the directors or members of the relevant committee. The resolution in writing need not be executed by an alternate director if it is executed by his appoint or and a resolution executed by an alternate director need not be executed by his appointor.

108. Proceedings of committees

$(A)$ Proceedings of any committee of the board consisting of two or more members shall be conducted in accordance with terms prescribed by the board (if any). Subject to those terms and paragraph (B) below, proceedings shall be conducted in accordance with applicable provisions of the articles regulating the proceedings of the board.
$(B)$ Where the board resolves to delegate any of its powers, authorities and discretions to a committee and that resolution states that the committee shall consist of any one or more unnamed directors, it is not necessary to give notice of a meeting of that committee to directors other than the director or directors who form the committee.

109. Minutes of proceedings

$(A)$ The board shall cause minutes to be made in books kept for the purpose of:
all appointments of officers and committees made by the board and of any remuneration $(i)$ fixed by the board; and
$(ii)$ the names of directors present at every meeting of the board, committees of the board, meetings of the Company or meetings of the holders of a class of shares or debentures, and all orders, resolutions and proceedings of such meetings.
If purporting to be signed by the chairman of the meeting at which the proceedings were held or (B) by the chairman of the next succeeding meeting, minutes are evidence of the proceedings at the meeting.
$(C)$ The board shall cause records to be made in books kept for the purpose of all directors' written resolutions.
$(D)$ All such minutes and written resolutions must be kept for at least 10 years from the date of the meeting or written resolution, as the case may be.

110. Validity of proceedings of board or committee

All acts done by a meeting of the board, or of a committee of the board, or by a person acting as a director, alternate director or member of a committee are, notwithstanding that it is afterwards discovered that there was a defect in the appointment of a person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office, as valid as if every such person had been duly appointed, and was duly qualified and had continued to be a director, alternate director or member of a committee and entitled to vote.

SECRETARY AND AUTHENTICATION OF DOCUMENTS

$111.$ Secretary

$(A)$ Subject to the Act, the board shall appoint a secretary or joint secretaries and may appoint one or more persons to be an assistant or deputy secretary on such terms and conditions (including, without limitation, remuneration) as it thinks fit. The board may remove a person appointed pursuant to this article from office and appoint another or others in his place.
(B) Any provision of the Act or of the articles requiring or authorising a thing to be done by or to a director and the secretary is not satisfied by its being done by or to the same person acting both as director and as, or in the place of, the secretary.

112. Authentication of documents

A director or the secretary or another person appointed by the board for the purpose may authenticate documents affecting the constitution of the Company (including, without limitation the articles) and resolutions passed by the Company or holders of a class of shares or the board or a committee of the board and books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts.

SEALS

Safe custody 113.

The board shall provide for the safe custody of every seal.

114. Application of seals

A seal may be used only by the authority of a resolution of the board or of a committee of the board. The board may decide who will sign an instrument to which a seal is affixed (or, in the case of a share certificate, on which the seal may be printed) either generally or in relation to a particular instrument or type of instrument. The board may also decide, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical means. Unless otherwise decided by the board:

share certificates and certificates issued in respect of debentures or other securities $(i)$ (subject to the provisions of the relevant instrument) need not be signed or, if signed, a signature may be applied by mechanical or other means or may be printed; and
every other instrument to which a seal is affixed shall be signed by one director and by $(ii)$ the secretary or a second director, or by one director in the presence of a witness who attests his signature.

DIVIDENDS AND OTHER PAYMENTS

115. Declaration of dividends

Subject to the Act and the articles, the Company may by ordinary resolution declare a dividend to be paid to the members according to their respective rights and interests, but no dividend may exceed the amount recommended by the board.

116 Interim dividends

Subject to the Act, the board may declare and pay such interim dividends (including, without limitation, a dividend payable at a fixed rate) as appear to it to be justified by the profits of the Company available for distribution. No interim dividend shall be declared or paid on shares which do not confer preferred rights with regard to dividend if, at the time of declaration, any dividend on shares which do confer a right to a preferred dividend is in arrears. If the board acts in good faith, it does not incur any liability to the holders of shares conferring preferred rights for a loss they may suffer by the lawful payment of an interim dividend on shares ranking after those with preferred rights.

117. Entitlement to dividends

Except as otherwise provided by the rights attached to, or the terms of issue of, shares: $(A)$
a dividend shall be declared and paid according to the amounts paid up on the shares in $(i)$ respect of which the dividend is declared and paid, but no amount paid up on a share in advance of a call may be treated for the purpose of this article as paid up on the share; and
$(ii)$ dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
$(B)$ Except as otherwise provided by the rights attached to shares, dividends may be declared or paid in any currency. The board may agree with any member that dividends which may at any time or from time to time be declared or become due on his shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other person to bear any costs involved.

118. Method of payment

$(A)$ The Company may pay any dividend, interest or other amount payable in respect of a share:
$(i)$ in cash;
$(ii)$ by cheque, warrant or money order made payable to or to the order of the person entitled to the payment (and may, at the Company's option, be crossed "account payee" where appropriate);
$(iii)$ by a bank or other funds transfer system to an account designated in writing by the person entitled to the payment;
$(iv)$ if the board so decides, by means of a relevant system in respect of an uncertificated share, subject to any procedures established by the board to enable a holder of uncertificated shares to elect not to receive dividends by means of a relevant system and to vary or revoke any such election; or
$(v)$ by such other method as the person entitled to the payment may in writing direct and the board may agree.
$(B)$ The Company may send a cheque, warrant or money order by post:
$(i)$ in the case of a sole holder, to his registered address;
in the case of joint holders, to the registered address of the person whose name stands $(ii)$ first in the register;
$(iii)$ in the case of a person or persons entitled by transmission to a share, as if it were a notice given in accordance with article 133; or
$(iv)$ in any case, to a person and address that the person or persons entitled to the payment may in writing direct.
$(C)$ Where a share is held jointly or two or more persons are jointly entitled by transmission to a share:
the Company may pay any dividend, interest or other amount payable in respect of that $(i)$ share to any one joint holder, or any one person entitled by transmission to the share, and in either case that holder or person may give an effective receipt for the payment; and
for any of the purposes of this article 118, the Company may rely in relation to a share on $(ii)$ the written direction or designation of any one joint holder of the share, or any one person entitled by transmission to the share.
Every cheque, warrant or money order sent by post is sent at the risk of the person entitled to the $(D)$ payment. If payment is made by bank or other funds transfer, by means of a relevant system or by another method at the direction of the person entitled to payment, the Company is not responsible for amounts lost or delayed in the course of making that payment.
$(E)$ Without prejudice to article 69, the board may withhold payment of a dividend (or part of a dividend) payable to a person entitled by transmission to a share until he has provided such evidence of his right as the board may reasonably require.

119. Dividends not to bear interest

No dividend or other amount payable by the Company in respect of a share bears interest as against the Company unless otherwise provided by the rights attached to the share.

120. Calls or debts may be deducted from dividends etc.

The board may deduct from a dividend or other amounts payable to a person in respect of a share amounts due from him to the Company on account of a call or otherwise in relation to a share.

$121.$ Unclaimed dividends etc.

Any unclaimed dividend, interest or other amount payable by the Company in respect of a share may be invested or otherwise made use of by the board for the benefit of the Company until claimed. A dividend unclaimed for a period of 12 years from the date it was declared or became due for payment is forfeited and ceases to remain owing by the Company. The payment of an unclaimed dividend, interest or other amount payable by the Company in respect of a share into a separate account does not constitute the Company a trustee in respect of it.

$122.$ Uncashed dividends

If, in respect of a dividend or other amount payable in respect of a share, on any one occasion:

$(i)$ a cheque, warrant or money order is returned undelivered or left uncashed; or
a transfer made by a bank or other funds transfer system is not accepted, $(ii)$

and reasonable enquiries have failed to establish another address or account of the person entitled to the payment, the Company is not obliged to send or transfer a dividend or other amount payable in respect of that share to that person until he notifies the Company of an address or account to be used for that purpose. If the cheque, warrant or money order is returned undelivered or left uncashed or transfer not accepted on two consecutive occasions, the Company may exercise this power without making any such enquiries.

Payment of dividends in specie 123.

Without prejudice to article 69, the board may, with the prior authority of an ordinary resolution of the Company, direct that payment of a dividend may be satisfied wholly or in part by the distribution of specific assets and in particular of paid up shares or debentures of another company. Where a difficulty arises in connection with the distribution, the board may settle it as it thinks fit and in particular, without limitation, may:

$(i)$ issue fractional certificates (or ignore fractions);
fix the value for distribution of the specific assets (or any part of them); $(ii)$
decide that a cash payment be made to a member on the basis of the value so fixed, in $(iii)$ order to secure equality of distribution; and
$(iv)$ vest assets in trustees on trust for the persons entitled to the dividend as seems expedient to the board.

124. Payment of scrip dividends

$(A)$ Subject to the Act, but without prejudice to article 69, the board may, with the prior authority of an ordinary resolution of the Company, allot to those holders of a particular class of shares who have elected to receive them further shares of that class or ordinary shares in either case credited as fully paid ("new shares") instead of cash in respect of all or part of a dividend or dividends specified by the resolution, subject to any exclusions, restrictions or other arrangements the board may in its absolute discretion deem necessary or expedient to deal with legal or practical problems under the laws of, or the requirements of a recognised regulatory body or a stock exchange in, any territory.
$(B)$ Where a resolution under paragraph (A) above is to be proposed at a general meeting and the resolution relates in whole or in part to a dividend to be declared at that meeting, then the resolution declaring the dividend is deemed to take effect at the end of that meeting.
$(C)$ A resolution under paragraph (A) above may relate to a particular dividend or to all or any dividends declared or paid within a specified period, but that period may not end later than the

beginning of the fifth annual general meeting following the date of the meeting at which the resolution is passed.

$(D)$ The board shall determine the basis of allotment of new shares so that, as nearly as may be considered convenient without involving rounding up of fractions, the value of the new shares (including a fractional entitlement) to be allotted (calculated by reference to the average quotation, or the nominal value of the new shares, if greater) equals (disregarding an associated tax credit) the amount of the dividend which would otherwise have been received by the holder (the "relevant dividend"). For this purpose the "average quotation" of each of the new shares is the average of the middle market quotations for a fully paid share of the Company of that class derived from the Daily Official List, as appropriate (or such other average value derived from such other source as the board may deem appropriate) for the business day on which the relevant class of shares is first quoted "ex" the relevant dividend (or such other date as the board may deem appropriate) and the four subsequent business days or shall be as determined by or in accordance with the resolution under paragraph (A) above. A certificate or report by the auditors as to the value of the new shares to be allotted in respect of any dividend shall be conclusive evidence of that amount.
$(E)$ The board may make any provision it considers appropriate in relation to an allotment made or to be made pursuant to this article (whether before or after the passing of the resolution under $\frac{1}{2}$ paragraph $(A)$ above), including, without limitation:
the giving of notice to holders of the right of election offered to them; $(i)$
$(ii)$ the provision of forms of election (whether in respect of a particular dividend or dividends generally);
$(iii)$ determination of the procedure for making and revoking elections;
the place at which, and the latest time by which, forms of election and other relevant $(iv)$ documents must be lodged in order to be effective; and
the disregarding or rounding up or down or carrying forward of fractional entitlements, in $(v)$ whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned).
$(F)$ The dividend (or that part of the dividend in respect of which a right of election has been offered) is not declared or payable on shares in respect of which an election has been duly made (the "elected shares"); instead new shares are allotted to the holders of the elected shares on the basis of allotment calculated as in paragraph (D). For that purpose, the board may resolve to capitalise out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to the holders of the elected shares. A resolution of the board capitalising part of the reserves has the same effect as if the board had resolved to effect the capitalisation with the authority of an ordinary resolution of the Company pursuant to article 125. In relation to the capitalisation the board may exercise all the powers conferred on it by article 125 without an ordinary resolution of the Company.
The new shares rank pari passu in all respects with each other and with the fully paid shares of $(G)$ the same class in issue on the record date for the dividend in respect of which the right of election

has been offered, but they will not rank for a dividend or other distribution or entitlement which has been declared or paid by reference to that record date.

$(H)$ In relation to any particular proposed dividend, the board may in its absolute discretion decide:
$(i)$ that shareholders shall not be entitled to make any election in respect thereof and that any election previously made shall not extend to such dividend; or
$(ii)$ at any time prior to the allotment of the new shares which would otherwise be allotted in lieu thereof, that all elections to take ordinary shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

$125.$ Capitalisation of profits

Subject to the Act, the board may, with the authority of an ordinary resolution of the Company:

resolve to capitalise an amount standing to the credit of reserves (including a share $(i)$ premium account, capital redemption reserve and profit and loss account), whether or not available for distribution:
appropriate the sum resolved to be capitalised to members in proportion to the nominal $(ii)$ amount of shares of a specified class or classes (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:
paying up the amounts (if any) for the time being unpaid on shares held by them $(a)$ respectively; or
paying up in full unissued shares or debentures of a nominal amount equal to that $(b)$ sum,

and allot the shares or debentures, credited as fully paid, to members (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this article, only be applied in paying up unissued shares to be allotted to members credited as fully paid;

$(iii)$ make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the board may deal with the fractions as it thinks fit, including disregarding fractions or selling shares or debentures representing the fractions to a person for the best price reasonably obtainable and distributing the net proceeds of the sale in due proportion amongst the members concerned (except that if the amount due to a member is less than £5, or such other sum as the board may decide, the sum may be retained for the benefit of the Company or donated to charities chosen by the board);
authorise a person to enter (on behalf of all the members concerned) an agreement with $(iv)$ the Company providing for either:
the allotment to members respectively, credited as fully paid, of shares or $(a)$ debentures to which they may be entitled on the capitalisation, or

$(b)$ the payment by the Company on behalf of members (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing shares,

an agreement made under the authority being effective and binding on all those members; and

$(v)$ generally do all acts and things required to give effect to the resolution.

126. Record dates

Notwithstanding any other provision of the articles, but subject to the Act and rights attached to shares, the Company or the board may fix any date as the record date for a dividend, distribution. allotment or issue. The record date may be on or at any time before or after a date on which the dividend, distribution, allotment or issue is declared, made or paid.

ACCOUNTS

127. Keeping and inspection of accounts

The board shall ensure that accounting records are kept in accordance with the Act. $(A)$
$(B)$ The accounting records shall be kept at the office or, subject to the Act, at another place decided by the board and shall be available during business hours for the inspection of the directors and other officers. No member (other than a director or other officer) has the right to inspect an accounting record or other document except if that right is conferred by the Act or he is authorised by the board or by an ordinary resolution of the Company.

128. Accounts to be sent to members etc.

In respect of each financial year, a copy of the Company's annual accounts, the directors' report, $(A)$ the directors' remuneration report, the auditors' report on those accounts and on the auditable part of the directors' remuneration report shall be sent or supplied to:
$(i)$ every member (whether or not entitled to receive notices of general meetings);
$(ii)$ every holder of debentures (whether or not entitled to receive notices of general meetings), and
$(iii)$ every other person who is entitled to receive notices of general meetings,

not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. This article does not require copies of the documents to which it applies to be sent or supplied to:

a member or holder of debentures of whose address the Company is unaware; or $(a)$
more than one of the joint holders of shares or debentures. $(b)$
$(B)$ The board may determine that persons entitled to receive a copy of the Company's annual accounts, the directors' report, the directors' remuneration report, the auditors' report on those accounts and on the auditable part of the directors' remuneration report are those persons entered

on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant copies are being sent.

$(C)$ Where permitted by the Act, a summary financial statement derived from the Company's annual accounts, the directors' report and the directors' remuneration report in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by paragraph (A) above.

NOTICES AND COMMUNICATIONS

129. Communications by the Company

Save where these articles expressly require otherwise, any notice, document, or information to be $(A)$ sent or supplied by the Company may be sent or supplied in accordance with the Act (whether authorised or required to be sent or supplied by the Act or otherwise) in hard copy form, in electronic form or by means of a website.
A member whose registered address is not within the United Kingdom shall not be entitled to $(B)$ receive any notice from the Company unless he gives the Company a postal address within the United Kingdom at which notices may be given to him. Any notice that, notwithstanding this article $129(B)$ , is sent to a member whose registered address is not within the United Kingdom shall be deemed to have been sent for information purposes only.

130. Notice by advertisement

If by reason of the suspension or curtailment of postal services in the United Kingdom the Company is unable effectively to convene a general meeting by notices sent by post, the board may, in its absolute discretion and as an alternative to any other method of service permitted by the articles, resolve to convene a general meeting by a notice advertised in at least one United Kingdom national newspaper. In this case, the Company shall send confirmatory copies of the notice to those members by post if at least seven clear days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

131. Deemed delivery of notices, documents and information

A notice, document or information sent by post and addressed to a member at his registered $(A)$ address (or address in the United Kingdom provided to the Company in accordance with article 129(B)) is deemed to be given to or received by the intended recipient 24 hours after it was put in the post if pre paid as first class post and 48 hours after it was put in the post if pre paid as second class post, and in proving service it is sufficient to prove that the envelope containing the notice, document or information was properly addressed, pre paid and posted.
$(B)$ A notice, document or information sent or supplied by electronic means to an address specified for the purpose by the member is deemed to have been given to or received by the intended recipient 24 hours after it was sent, and in proving service it is sufficient to prove that the communication was properly addressed and sent.
$(C)$ A notice, document or information sent or supplied by means of a website is deemed to have been given to or received by the intended recipient when (i) the material was first made available on

the website or (ii) if later, when the recipient received (or, in accordance with this article 131, is deemed to have received) notification of the fact that the material was available on the website.

$(D)$ A notice, document or information not sent by post but left at a registered address or address in the United Kingdom is deemed to be given on the day it is left.
Where notice is given by newspaper advertisement, the notice is deemed to be given to all $(E)$ members and other persons entitled to receive it at noon on the day when the advertisement appears or, where notice is given by more than one advertisement and the advertisements appear on different days, at noon on the last of the days when the advertisements appear.
A notice, document or information served or delivered by the Company by any other means $(F)$ authorised in writing by the member concerned is deemed to be served when the Company has taken the action it has been authorised to take for that purpose.
$(G)$ A member present at a general meeting of the Company is deemed to have received due notice of the meeting and, where required, of the purposes for which it was called.

132. Notice binding on transferees etc.

A person who becomes entitled to a share by transmission, transfer or otherwise is bound by a notice in respect of that share (other than a notice served by the Company under section 793 of the Act) which, before his name is entered in the register, has been properly served on a person from whom he derives his title.

133. Notice in case of joint holders and entitlement by transmission

In the case of joint holders of a share, a notice, document or information shall be validly sent or $(A)$ supplied to all joint holders if sent or supplied to whichever of them is named first in the register in respect of the joint holding. Anything to be agreed or specified in relation to a notice, document or information to be sent or supplied to joint holders, may be agreed or specified by the joint holder who is named first in the register in respect of the joint holding.
$(B)$ Where a person is entitled by transmission to a share, the Company may give a notice, document or information to that person as if he were the holder of a share by addressing it to him by name or by the title of representative of the deceased or trustee of the bankrupt member (or by similar designation) at an address in the United Kingdom supplied for that purpose by the person claiming to be entitled by transmission. Until an address has been supplied, a notice, document or information may be given in any manner in which it might have been given if the death or bankruptcy or other event had not occurred. The giving of notice in accordance with this article is sufficient notice to any other person interested in the share.

MISCELLANEOUS

134. Destruction of documents

$(A)$ The Company may destroy:
$(i)$ a share certificate which has been cancelled at any time after one year from the date of cancellation:
$(ii)$ a mandate for the payment of dividends or other amounts or a variation or cancellation of a mandate or a notification of change of name or address at any time after two years from the date the mandate, variation, cancellation or notification was recorded by the Company;
$(iii)$ an instrument of transfer of shares (including a document constituting the renunciation of an allotment of shares) which has been registered at any time after six years from the date of registration; and
$(iv)$ any other document on the basis of which any entry in the register is made at any time after ten years from the date an entry in the register was first made in respect of it.
(B) It is presumed conclusively in favour of the Company that every share certificate destroyed was a valid certificate validly cancelled, that every instrument of transfer destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed was a valid and effective document in accordance with the recorded particulars in the books or records of the Company, but:
the provisions of this article apply only to the destruction of a document in good faith and $(i)$ without express notice to the Company that the preservation of the document is relevant to a claim:
$(ii)$ nothing contained in this article imposes on the Company liability in respect of the destruction of a document earlier than provided for in this article or in any case where the conditions of this article are not fulfilled; and
$(iii)$ references in this article to the destruction of a document include reference to its disposal in any manner.

$135.$ Winding up

On a voluntary winding up of the Company the liquidator may, on obtaining any sanction required by law, divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds, and vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he, with the like sanction, shall determine. For this purpose the liquidator may set the value he deems fair on a class or classes of property, and may determine on the basis of that valuation and in accordance with the then existing rights of members how the division is to be carried out between members or classes of members. The liquidator may not, however, distribute to a member without his consent an asset to which there is attached a liability or potential liability for the owner.

136. Indemnity of officers, funding of directors' defence costs and power to purchase insurance

To the extent permitted by the Act and without prejudice to any indemnity to which he may $(A)$ otherwise be entitled, every person who is or was a director or other officer of the Company (other than any person (whether or not an officer of the Company) engaged by the Company as auditor) shall be and shall be kept indemnified out of the assets of the Company against all costs, charges. losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or otherwise) in relation to the Company or its affairs provided that such indemnity shall not apply in respect of any liability incurred by him:

$(i)$ to the Company or to any associated company:
$(ii)$ to pay a fine imposed in criminal proceedings;
$(iii)$ to pay a sum payable to a regulatory authority by way of a penalty in respect of noncompliance with any requirement of a regulatory nature (howsoever arising);
$(iv)$ in defending any criminal proceedings in which he is convicted;
in defending any civil proceedings brought by the Company, or an associated company, $(v)$ in which judgment is given against him; or
in connection with any application under any of the following provisions in which the $(v_i)$ court refuses to grant him relief, namely:
$(a)$ section $661(3)$ or $(4)$ of the Act (acquisition of shares by innocent nominee); or
$(b)$ section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct).
$(B)$ In sub-paragraphs $(A)(iv)$ , $(v)$ or $(vi)$ the reference to a conviction, judgment or refusal of relief is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final:
$(i)$ if not appealed against, at the end of the period for bringing an appeal, or
$(ii)$ if appealed against, at the time when the appeal (or any further appeal) is disposed of.

An appeal is disposed of:

$(a)$ if it is determined and the period for bringing any further appeal has ended, or
$(b)$ if it is abandoned or otherwise ceases to have effect.
$(C)$ To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, every person who is or was a director of the Company or an associated company acting in its capacity as a trustee of an occupational pension scheme shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him in connection with the Company's or the associated Company's activities as trustee of the scheme provided that such indemnity shall not apply in respect of any liability incurred by him:
$(i)$ to pay a fine imposed in criminal proceedings; or
$(ii)$ to pay a sum payable to a regulatory authority by way of a penalty in respect of non compliance with any requirement of a regulatory nature (howsoever arising); or
$(iii)$ in defending criminal proceedings in which he is convicted.

For the purposes of this article, a reference to a conviction is to the final decision in the proceedings. The provisions of paragraph (B) shall apply in determining when a conviction becomes final.

$(D)$ Without prejudice to paragraph (A) or to any indemnity to which a director may otherwise be entitled, and to the extent permitted by the Act and otherwise upon such terms and subject to such conditions as the board may in its absolute discretion think fit, the board shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application under section $661(3)$ or (4) of the Act (acquisition of shares by innocent nominee) or section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure.
Where at any meeting of the board or a committee of the board any arrangement falling within $(E)$ paragraph (D) above is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 104 and he shall not be so entitled to vote or be counted in the quorum.
$(F)$ To the extent permitted by the Act, the board may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a person who is or was:
$(i)$ a director, alternate director, secretary or auditor of the Company or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect); or
trustee of a retirement benefits scheme or other trust in which a person referred to in sub $(ii)$ paragraph (F)(i) above is or has been interested,

indemnifying him and keeping him indemnified against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the Company.

AI Terminal

Melrose Industries PLC

5335_rns_2020-04-23_7e204b94-810b-4786-88e7-e6175aefbf8b.pdf

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

$OF$

MELROSE INDUSTRIES PLC

CONTENTS

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

$OF$

NEW MELROSE INDUSTRIES PLC

PRELIMINARY

$1.$ Interpretation

$2.$ Model articles or regulations not to apply

LIABILITY OF MEMBERS

$3.$ Limited liability

SHARE CAPITAL

$\overline{4}$ . Share Capital

5. Rights attaching to Incentive Shares

6. Further rights attaching to Incentive Shares

$7.$ Permitted Transfer of Incentive Shares

8. Compulsory transfer or conversion

$91$ Restrictions

9A. Rights and restrictions attaching to the B Shares

$(A)$ Income

$(B)$ Capital

$(C)$ Attendance and voting at general meetings

$(D)$ Class rights

$(E)$ Form, transferability and listing

10. Allotment

11. Power to issue different classes of shares

$12.$ Variation of rights

$13.$ Commission

14. Trusts not recognised

15. Uncertificated shares

SHARE CERTIFICATES

16. Right to certificate

$17.$ Replacement certificates

LIEN

18. Company's lien on shares not fully paid

19. Enforcement of lien by sale

20. Application of proceeds of sale

CALLS ON SHARES

$21.$ Calls

22. Power to differentiate

23. Interest on calls

24. Payment in advance

25. Amounts due on allotment or issue treated as calls

FORFEITURE

26. Notice if call not paid

27. Forfeiture for non compliance

28. Notice after forfeiture

29. Disposal of forfeited shares

30. Arrears to be paid notwithstanding forfeiture

$31.$ Surrender

UNTRACED SHAREHOLDERS

$32.$ Power of sale

33. Application of proceeds of sale

TRANSFER OF SHARES

34. Method of transfer

35. Right to refuse registration

36. Fees on registration

TRANSMISSION OF SHARES

37. On death

38. Election of person entitled by transmission

39. Rights on transmission

FRACTIONS OF SHARES

40. Fractions

COMPANY NAME

41. Change of Name

GENERAL MEETINGS

42. Annual general meetings

43. Convening of general meetings by the board

44. Convening of general meetings by requirement of the members

45. Length and form of notice

46. Omission to send notice

47. Postponement of general meetings

$O_F$

$9₁$ Restrictions

$96₁$ Provision for employees