Company number: 286773

THE COMPANIES ACTS

PUBLIC COMPANY LIMITED BY SHARES

MORGAN ADVANCED MATERIALS PLC

ARTICLES OF ASSOCIATION

(Adopted by Special Resolution passed on 10 May 2013)

Article	page
PRELIMINARY 1
1.	Definitions 1
2.	Model articles excluded 4
3.	Limited liability 4
4.	Trusts not recognised 5
	FORM OF SHARES 5
5.	Certificated shares 5
6.	Uncertificated shares 5
	NEW SHARES 6
7.	Allotment 6
8.	Consolidation and division 6
	SHARE TRANSFERS 7
9.	Form 7
10.	Right to refuse registration 7
11.	Renunciation of allotments 8
12.	General 8
	TRANSMISSION OF SHARES 8
13.	Recognition of transmission 8
14.	Notices following recognition 8
15.	Rights on transmission 9
16.	Elections following transmission 9
17.	Death of a member 9
	GENERAL MEETINGS 10
18.	Convening general meetings 10
19.	Notice 10
20.	Rearranged meetings 10
21.	Meetings at more than one location 11
22.	Security and order 12
23.	Attendance 12
24.	Chairman 13

25.	Quorum 13
26.	Amendment to resolutions 13
27.	Adjournments 14
28.	Adjourned meetings 15
	SHARE VOTING 15
29.	Votes of Preference Shareholders 15
30.	Voting rights 16
31.	Proxies 16
32.	Taking a vote 18
33.	Polls 19
34.	Objection to voting errors 19
35.	Default in disclosing share interests 19
	CLASS RIGHTS 21
36.	Application of profits 21
37.	Preference dividends 21
38.	Return of capital 21
39.	Modification of rights 22
40.	Class meetings 22
	BOARD POWERS 23

41.	Board to manage the Company's business 23
42.	Board committees 23
43.	Delegation 23
44.	Voting and appointments 24
45.	Provision for employees 24
46.	Borrowings 24
	BOARD PROCEEDINGS 27
47.	Chairman 27
48.	Board meetings 28
49.	Written resolutions 28
50.	Validity of Board's acts 28
	DIRECTORS 29
51.	Number 29
52.	Appointment 29
53.	Removal 29
54.	Vacation of office 29

	DIRECTORS' BENEFITS 31
56.	Fees 31
57.	Remuneration 31
58.	Expenses 31
59.	Retirement and disability benefits 32

	DIRECTORS' INTERESTS 32
60.	Conflicts 32
61.	Permitted benefits 32
62.	Indemnity and insurance 33
63.	Voting restrictions 33
64.	General 34
	DIVIDENDS AND OTHER DISTRIBUTIONS 35
65.	Dividend rights 35
66.	Declared, interim and fixed dividends 35
67.	Payment 35
68.	Unclaimed dividends 36
69.	Dividends in kind 37
70.	Scrip dividends 37
71.	Capitalisation issues 38
	RECORD DATES 38
72.	Board to fix date 38
	COMMUNICATIONS 39
73.	Notices to be in writing 39
74.	Communications to members 39
75.	Communications from members 39
76.	Authentication 39
77.	Joint holders 39
78.	Members outside the United Kingdom 40
79.	Deemed receipt 40
80.	Documents returned undelivered 41
81.	Notices by advertisement 41
	COMPANY DOCUMENTS 41
82.	Seals 41
83.	Document destruction 42
	UNTRACED MEMBERS 43
84.	Sale of shares 43

CHANGE OF NAME 44

85.	Change of name 44

Company number: 286773

THE COMPANIES ACTS

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

MORGAN ADVANCED MATERIALS PLC

(Adopted by Special Resolution passed on 10 May 2013)

PRELIMINARY

1. Definitions

(A) In these Articles the following words have the following meanings:

Articles	these articles of association;
Auditor	the Company's auditor;
Board	the board of Directors or the Directors present at a Directors' meeting at which a quorum is present;
Companies Act	Companies Act 2006;
company legislation	the Companies Act, every other Parliamentary Act applicable to the Company in respect of any matter provided for in these Articles, the CREST Regulations and all subordinate legislation under the Companies Act or any other such Act;
corporate representative	a person authorised in accordance with the Companies Act to act in relation to a general meeting as a representative of a member that is a corporation;
CREST Regulations	the Uncertificated Securities Regulations 2001;
CREST System	the CREST system operated by Euroclear UK & Ireland Limited, or any other applicable "relevant system" for the purpose of the CREST Regulations;

Director	a director of the Company;
First Preference Shares	5.5 per cent. cumulative first preference shares in the Company;
Group	the group comprising the Company and its subsidiary undertakings (not including any parent undertaking of the Company);
Group Undertaking	any undertaking in the Group, including the Company;
holder	in relation to a share, the member whose name is entered in the Register of Members as its holder;
member	a member of the Company;
Ordinary Shares	ordinary shares in the Company;
person entitled by transmission	a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been recognised by the Company in accordance with these Articles;
Registered Office	the Company's registered office;
Register of Members	the Company's register of members comprising (where applicable) its issuer register of members and its Operator register of members;
Seal	the Company's common seal or any official seal that the Company is permitted to have by company legislation;
Second Preference Shares	5 per cent. cumulative second preference shares in the Company;
Secretary	the secretary of the Company or any other person appointed to perform any of the duties of the secretary of the Company including a joint, temporary, assistant or deputy secretary; and
share	a share in the capital of the Company.

(B) In these Articles:

(i) "address", "authenticated", "document", "electronic form", "electronic means", "hard copy" and "hard copy form" have the meanings that they have in the company communication provisions of the Companies Act (at sections 1144 to 1148 and Schedules 4 and 5), and "working day" has the meaning given to it in section 1173 of that Act;
(ii) "issuer register of members", "Operator", "Operator register of members" and "participating security" have the meanings that they have in the CREST Regulations

and "subordinate legislation" has the meaning that it has in the Interpretation Act 1978;

(iii) section 1168 of the Companies Act (headed "Hard copy and electronic form and related expressions") applies as it does in that Act to the sending or supplying of any document or information to or by the Company, regardless of the particular words used (such as "deliver", "give", "provide" and "produce") to denote such action;
(iv) references to:
(a) a document being "signed" or to "signature" include references to it being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, to it being authenticated as provided for in the Companies Act or these Articles;
(b) a document include references to any notice or information in any visible form;
(c) the sending or supply of any document or information by the Company includes its sending or supply on the Company's behalf or with the Company's authority;
(d) "writing" or "written" include a reference to any method of representing or reproducing words in a legible and non-transitory form (whether in hard copy form or electronic form);
(e) any statute includes any statutory modification of it and any subordinate legislation made under it and any re-enactment of it (in each case as in force at the applicable time);
(f) a "person" includes any individual, firm, partnership, unincorporated association, company, corporation or other body corporate (whether or not having a separate legal personality); and
(g) a share being "paid up" include it being deemed or treated as paid up;
(v) in relation to a share:
(a) "uncertificated" denotes a share to which title (as a participating security) is recorded in the Operator register of members as held in uncertificated form; and
(b) "certificated" denotes a share which is not held in uncertificated form;
(vi) any undefined word or expression to which a particular meaning is given in the Companies Act as in force the day before the date of the notice of the meeting at which these Articles were adopted or last amended has that meaning, if applicable;
(vii) words in the singular include the plural and vice versa, words importing any gender include all genders;
(viii) any part of a day that is not a working day is to be excluded (unless stated otherwise) when calculating the duration of any period fixed in hours or days for the giving of any document or information to the Company;
(ix) any reference to:
(a) rights attaching to any share;
(b) members having a right to attend and vote at a general meeting or to demand a poll;
(c) dividends being paid, or any other distribution of the Company's assets being made, to members; or
(d) interests in a certain proportion or percentage of any shares or share capital; or
(e) any class of share capital,

shall, except where reference is also made to any treasury shares, be construed as though any treasury shares held by the Company had been cancelled;

(x) seniority in relation to joint holders of a share is determined by the order in which their names appear in the Register of Members in respect of the joint holding;
(xi) "other", "includes", "including", "may include" and "in particular" do not limit the generality of any preceding words and any words which follow them will not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible;
(xii) where an ordinary resolution is expressed to be required for any purpose, a special resolution is also effective for such purpose; and
(xiii) headings do not affect the interpretation of any Article.
(C) A person who is a member is "present" at a general meeting for the purposes of these Articles if:
(i) being an individual, he attends in person;
(ii) being a corporation, a person that it has authorised to attend the meeting as its representative attends in that capacity; or
(iii) another person appointed as his or its proxy attends in person.

2. Model articles excluded

No model or specimen articles of association prescribed under any legislation apply to the Company.

3. Limited liability

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

4. Trusts not recognised

Except as required by law, no person may be recognised by the Company as holding any share on any trust. Except as provided by these Articles or by law, the Company is not bound by and is not to recognise any interest in any share except an absolute right of the holder to share in its entirety (even if the Company has notice of such interest).

FORM OF SHARES

5. Certificated shares

(A) Every person (except any person to whom the Company is not required by law to issue a share certificate) on becoming the holder of a certificated share is entitled without charge to 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, to a separate certificate for each class of shares, unless the terms of issue of the shares provide otherwise.
(B) A member (other than a person to whom the Company is not required by law to issue a share certificate) who transfers part of his shares comprised in a certificate is entitled without charge to one certificate for the balance of those shares.
(C) The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons. Delivery of a certificate to one joint holder will be sufficient delivery to all joint holders.
(D) Every share certificate sent in accordance with these Articles will be sent at the risk of the holder of the shares concerned and any other person entitled to them. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
(E) If any certificate is worn-out, defaced, lost or destroyed, the Company may cancel it and issue a replacement certificate subject to such terms as the Board may decide as to evidence and indemnity (with or without security) and to payment of any exceptional out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity or such security but otherwise free of charge, and (if the certificate is worn-out or defaced) on delivery up of the old certificate.

6. Uncertificated shares

(A) The Board may resolve that a class of shares is to become, or is to cease to be, a participating security. Shares of a class are not to be treated as a separate class to other shares of the same class as a consequence of some being held in certificated form and others in uncertificated form or of any provision in these Articles or the CREST Regulations applying only to one form or the other. Any share of a class which is a participating security may be changed from uncertificated form into certificated form and from certificated form into uncertificated form in accordance with the CREST Regulations. No provision in these Articles which is inconsistent with the holding of uncertificated shares of any class or with the transfer of title to them by means of the CREST System or with the CREST Regulations applies to such shares. The Company may treat a member's holding of uncertificated shares and of certificated shares of the same class as if they were separate holdings.

(B) Where the Company is permitted to dispose of or sell or otherwise procure the sale of any uncertificated shares, the Board may take such steps as it considers necessary or appropriate to do so including by:
(i) requiring, by written notification to the Operator, their conversion into certificated form;
(ii) requiring their holder:
- (a) to have them converted into certificated form within a specified period and then to hold them in certificated form for so long as the Company requires; and/or
- (b) to take such steps as may be necessary or appropriate to transfer them to such person as the Company directs; and
(iii) appointing any person to take any steps in the holder's name to have them converted into certificated form and/or to effect their transfer to such person as the Company directs.

NEW SHARES

7. Allotment

(A) Subject to these Articles and the rights attached to any existing shares, the Board may offer, allot, grant options over or otherwise dispose of shares in the Company to such persons and on such terms as it may decide.
(B) Subject to any rights attached to any existing shares, any share may be issued with or have attached to it such rights or restrictions as the Company may by ordinary resolution decide or, so far as the resolution does not make specific provision or if no such resolution has been passed, as the Board may decide.
(C) Any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder, on such terms and conditions and in such manner as the Board may decide.
(D) The Company may exercise all powers conferred by company legislation of paying commissions in relation to a subscription for shares or other allotment. These commissions may be satisfied in cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

8. Consolidation and division

(A) The Company may confer any preference or other advantage on one or more of the shares resulting from any division or sub-division of its share capital as compared with the others and make any such share subject to any restriction as compared with the others.
(B) If, as a result of a consolidation, consolidation and division or sub-division of shares, fractions of shares become attributable to members, the Board may deal with the fractions as it considers appropriate, including in either of the ways prescribed below in this Article.
(C) The Board may sell shares representing fractions on such basis and in such manner as it may decide to any person and distribute the net proceeds of sale amongst the persons to whom the

fractions are attributable (except that if the amount that would otherwise be due to a person does not exceed £5.00, or such other sum as the Board may decide, the Company may distribute it to an organisation that is registered as a charity in the United Kingdom or in any part of it). To do so the Board may authorise a person to sign an instrument of transfer of shares to the purchaser or as the purchaser may direct or, for uncertificated shares, exercise any power conferred on it under these Articles to effect their transfer.

(D) The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to above in this Article will be effective as if it had been signed or exercised by the holder of the shares to which it relates.
(E) In relation to the fractions the Board may issue to a member fully paid by way of capitalisation the minimum number of shares required to round up his holding of shares to a number which, following a consolidation and division or a sub-division, leaves a whole number of shares (such issue to be treated as effected immediately before the consolidation or the sub-division, as the case may be). The amount required to pay up those shares may be capitalised as the Board considers appropriate out of amounts standing to the credit of any reserve or fund of the Company and applied in paying up in full the appropriate number of shares.

SHARE TRANSFERS

9. Form

Subject to these Articles, a member may transfer all or any of his shares:

(i) in the case of certificated shares, by an instrument of transfer in writing in any usual form or in another form approved by the Board signed by or on behalf of the transferor and (except in the case of a fully paid share) by or on behalf of the transferee; or
(ii) in the case of uncertificated shares, without a written instrument in accordance with the CREST Regulations.

10. Right to refuse registration

(A) The Company may refuse to register a transfer of certificated shares unless:
(i) the instrument of transfer is properly stamped or is certified or otherwise shown to the Board's satisfaction to be exempt from stamp duty and is presented for registration to Company at the Registered 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 was not required to issue a share certificate and has not issued one in respect of the share concerned) and any other evidence as the Board may require to show the right of the person signing the instrument to make the transfer or, if the instrument is signed by some other person on his behalf, the authority of such person to do so.
(ii) all the shares to which it relates are fully paid and of the same class; and
(iii) it is in favour of a single transferee or not more than four joint transferees, in each case being a natural or legal person.

(B) Registration of the transfer of an uncertificated share may be refused if it is in favour of more than four persons jointly or if any other circumstances apply in respect of which refusal to register a share transfer is permitted or required by the CREST Regulations.

11. Renunciation of allotments

The Board may recognise a person's renunciation of his right to the allotment of any share in accordance with the allotment terms in favour of some other person. The renunciation will be treated as a transfer (to the extent applicable) for the purposes of these Articles. The Board has the same powers of refusing to give effect to it as if it were a transfer.

12. General

(A) The transferor will remain the holder of the share transferred until the name of the transferee is entered in the Register of Members in respect of it.
(B) All instruments of transfer which are registered may be retained by or on behalf of the Company.
(C) The Company will not charge any fee for registering any transfer, document or instruction relating to or affecting the title to any share or for making any other entry in the Register of Members.
(D) A person who becomes entitled to a share will be bound by any notice in respect of that share (other than a section 793 notice) which, before his name is entered in the Register of Members, the Company has given to the person from whom he derives his title.

TRANSMISSION OF SHARES

13. Recognition of transmission

(A) The Company is required to recognise a person's entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law only if that person has:
(i) provided the Company with a postal address and, if that address is not in the United Kingdom, with a postal address in the United Kingdom or an address for the purposes of communications by electronic means;
(ii) provided the Company with such evidence as it may reasonably require for the purpose of proving his entitlement; and
(iii) proven his entitlement to the Board's satisfaction.
(B) The Company shall, within two months of becoming required to recognise the entitlement of any person to a share, notify that person that it has done so and, if the share is certificated, have that entitlement noted in its issuer register of members.

14. Notices following recognition

(A) The Company may send or supply to a person entitled by transmission to a share, at such postal address in the United Kingdom or at such other address for the purpose of electronic communications that he has provided to the Company, any document or information or payment to which he would be entitled if he were the holder of that share. The Company may notify him at such an address of the availability of any document or information on a website.

(B) Any document or information sent or supplied to a person entitled by transmission to a share shall be deemed to have been sent or supplied to all persons interested (whether jointly with or as claiming through or under him) in the share.
(C) If a person claims to be entitled by transmission to a share but has not been recognised by the Company as entitled to it, in relation to that share the Company may send or supply any document or information or make any payment in respect of it as if the event giving rise to the transmission had not occurred or withhold any such document or information or payment.

15. Rights on transmission

(A) A person's rights under these Articles as a member in respect of a share of which he is the registered holder shall cease on another person becoming entitled to that share in consequence of his death or bankruptcy or of any other event giving rise to its transmission by operation of law.
(B) A person that the Company has recognised as being entitled by transmission to a share has the rights that he would have if he were its holder, except that he will not, before being registered as its holder, be entitled in respect of it (except with the Board's authority) to receive notice of, or to attend or vote at, any general meeting or at any class meeting or to exercise any other rights in relation to any such meeting.

16. Elections following transmission

(A) A person entitled by transmission to a share may elect to be registered as its holder or to have some person nominated by him so registered. If he elects to be registered, he shall give notice to the Company to that effect. If he elects to have some other person registered, he shall sign an instrument of transfer or, for an uncertificated share, give appropriate instructions for its transfer through the CREST System or have it converted into certificated form and then sign an instrument of transfer.
(B) All the provisions of these Articles relating to the transfer of shares apply to the notice or instrument of transfer or instructions (as the case may be) referred to above in this Article as if the notice were an instrument of transfer and as if the notice or instrument were signed, or the instructions were given, by the member and the event giving rise to the transmission had not occurred.
(C) The Board may give notice requiring a person to make an election referred to above in this Article. If such 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 such an election has been made. If it is not complied with within one year, the Board may register that person as the holder of that share.

17. Death of a member

If a member dies, the survivor or survivors where he was a joint holder, or (subject to these Articles) his personal representatives where he was the sole or only surviving holder, will be the only persons recognised by the Company as having any title to his shares. Nothing in these Articles will release the estate of a deceased holder from any liability in respect of a share which has been held by him solely or jointly.

GENERAL MEETINGS

18. Convening general meetings

(A) The Board shall convene annual general meetings in accordance with company legislation and shall decide the place and the time and date at which an annual general meeting is convened to be held. The Board may convene a general meeting which is not an annual general meeting whenever and wherever it considers appropriate. A general meeting that is not an annual general meeting may also be called an "extraordinary" general meeting.
(B) References to the "chairman" in subsequent provisions of these Articles concerning general meetings are to the chairman of the meeting concerned.

19. Notice

(A) An annual general meeting and each other general meeting shall be called by at least such minimum period of notice as is prescribed for such meeting under company legislation.
(B) A notice of general meeting shall be given to each person who is:
(i) a member (other than one who, under these Articles or any restrictions imposed on any shares, is not entitled to receive it or to whom the Company has not sent and is not required to send its latest annual accounts and reports) at a time and date selected by the Board in accordance with these Articles and company legislation;
(ii) a Director on the date of the notice; and
(iii) the Auditor on that date.
(C) The accidental omission or failure to send a notice of a general meeting or of any resolution intended to be moved at a general meeting to, or the non-receipt of any such notice (even if the Company becomes aware of such non-receipt) by, any person entitled to receive it will not invalidate the proceedings at that meeting.
(D) If:
(i) notice of a resolution has been given without the Company having any obligation under company legislation to give it:
(ii) the Board resolves that the resolution be withdrawn; and
(iii) before the commencement of the general meeting at which it is to be considered or (following an adjournment) before its recommencement the Company announces the withdrawal of that resolution or at the meeting any officer of the Company informs the meeting or its chairman of the withdrawal,

that resolution shall not then be considered at the general meeting nor put to the vote.

20. Rearranged meetings

(A) The Board can change the place or the time and date for which a general meeting is convened to be held if the Board considers that:

(i) it is likely that (on the assumption that one or more directors will attend the meeting) the chairman of the meeting:
(a) will wish to adjourn it on or shortly after its commencement to another place or another time on the same date or another time and date; and
(b) will have the power to so adjourn it; or
(ii) holding a general meeting at the place or at the time and date stated in the notice calling the meeting will be:
(a) impossible or impracticable; or
(b) hazardous or inadvisable or undesirable, having regard to the comfort or health or safety or wellbeing of persons attending or travelling to or from the meeting; or
(c) no longer appropriate, having regard to circumstances outside the Company's control.
(B) If the Board makes such a change, an announcement of the place and the time and date of the rearranged meeting must be published in two newspapers widely circulated in the United Kingdom prior to the time at which the meeting was convened to be held. Notice of the business to be transacted at the rearranged meeting will not be required. The Board must take reasonable steps to ensure that any member who arrives at the place specified in the notice of meeting to attend it at the original time is informed of the place and the time and date of the rearranged meeting. If a meeting is rearranged in this way, proxy forms (as defined in the Article below headed "Proxy appointments") will be valid if they are received as required by these Articles not less than 48 hours before the time of the rearranged meeting. The Board can also change the place or the time and date of a meeting that has been rearranged in accordance with this Article.

21. Meetings at more than one location

(A) A general meeting may be held at more than one location if:
(i) the notice convening the meeting specifies that it is to be held at more than one location; or
(ii) it appears to the Board or the chairman that the meeting place specified in the notice convening the meeting is or will be or may be inadequate for the purpose of allowing all persons whom the Board anticipates will or may attend to do so in comfort in secure surroundings or to participate in the meeting properly.
(B) A general meeting held at more than one location will be properly constituted and its proceedings will be valid if (in addition to the other provisions of these Articles relating to general meetings being met) the chairman is satisfied that facilities are available to enable each member present at each location to participate in the business of the meeting. The place of the meeting will be the location where the chairman is present.

22. Security and order

(A) Any of the Board, the chairman and the secretary can put in place or authorise, both before and during any general meeting and on its conclusion or adjournment, any arrangement that it or he considers necessary or appropriate for ensuring the proper and orderly conduct of the meeting or the safety and wellbeing of people arriving, attending or leaving it. These arrangements can be applied to the place of the meeting or outside it and can include provision for making personal searches, establishing identity, restricting or restraining the use or possession of personal property, refusing entry and removal of persons from the meeting.
(B) The chairman shall take or give directions for such action to be taken as he considers appropriate to promote the orderly conduct of the business of the meeting provided for in the notice of meeting. His decision on procedural matters, points of order or matters arising from the business of the meeting shall be final as shall be his determination as to whether a matter or point is of such a nature.
(C) Nothing in these Articles limits any right or power that a chairman has in relation to the conduct of a general meeting.

23. Attendance

(A) Any person who is:
(i) a member at the time and date specified in the notice of a general meeting as when a person is to be registered as the holder of a share in order to be entitled to attend the meeting as a member;
(ii) a proxy or corporate representative validly appointed by any such member to attend the meeting; or
(ii) a Director or the Secretary at the commencement of the meeting,

is entitled to attend that general meeting, subject to these Articles and company legislation.

(B) A Director who attends a general meeting may speak at it.
(C) Any person:
(i) who is invited to attend a general meeting by or on the authority of the Board or the Secretary;
(ii) whose attendance at the meeting is agreed to in advance by or on the authority of the Board or the Secretary; or
(iii) whose attendance is agreed to at the meeting by the chairman,

is permitted to attend that general meeting.

(D) Any person permitted to attend a general meeting in accordance with the previous paragraph may speak at the meeting if invited to do so by the chairman. Any such permission or invitation may be withdrawn by the chairman during the meeting with effect from the time the person concerned is informed of its withdrawal.

(E) Nothing in these Articles limits the power that the chairman would otherwise have to require any person to leave a general meeting or to give anyone else to power to require any person to leave it.

24. Chairman

(A) The person who is, at the commencement of a general meeting, the chairman of the Board or, in his absence, the senior independent director or any person with equivalent status designated by a different title (if any) will preside as chairman of that meeting. If there is no chairman or senior independent director (or person with equivalent status), or if at a meeting neither is present within five minutes after the time appointed for the start of the meeting, or neither is willing to act, the Directors present shall select one of their number to be chairman. If only one Director is present and willing to act, he shall be chairman.
(B) If no Director is present, or if each Director present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chairman of the meeting.
(C) No poll shall be demanded or taken on the appointment of a chairman of a meeting. The selection or appointment of a chairman will not be treated as being part of the business of the meeting and will not be prevented by the absence of a quorum.

25. Quorum

(A) No business shall be transacted at a general meeting unless a quorum is present. Three members present and entitled to vote at the meeting will be a quorum.
(B) If within ten minutes after the time appointed for the holding of the meeting, or such longer time not exceeding one hour as the chairman may decide to wait, a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:
(i) if convened on a members' request in accordance with company legislation, will be dissolved; and
(ii) in any other case will stand adjourned to such place and such time and date (to be at least ten days afterwards if, for the purposes of the Companies Act, the Company is a traded company and the adjourned meeting is not a variation of class rights meeting) as the chairman or, in default, the Board may decide.
(C) If a quorum is not present at an adjourned meeting within fifteen minutes after the time appointed for holding it, the adjourned meeting will be dissolved.

26. Amendment to resolutions

(A) No amendment may be made to the text of a special resolution proposed in a notice of general meeting, other than an amendment which (in the chairman's view) is required to correct a manifest error, before the resolution is voted on.
(B) No amendment may be made to the text, terms or scope of an ordinary resolution proposed in a notice of general meeting before the resolution is voted on unless (subject to company legislation):
(i) at least 48 hours before the time for holding the meeting notice of the amendment and intention to propose it at the meeting addressed to the Secretary from a member entitled to vote on the resolution has been received in hard copy form at the Registered Office and the amendment does not, in the chairman's view, negate the resolution or extend or (other than by reduction) materially alter its scope; or
(ii) the chairman decides that the proposed amendment is appropriate for consideration by the meeting.
(C) No notice need be given to any member of any amendment permitted under this Article. Any such amendment shall be made only if at the meeting a member present or the chairman proposes that the amendment be made and either:
(i) the chairman moves that the meeting approve the amendment and the meeting then votes on it with a simple majority of votes cast being in its favour; or
(ii) the chairman asks the meeting whether any member present and entitled to vote on the resolution objects to the amendment and is not then informed by any such member of that member's objection to it (other than by a member who withdraws his objection) before the amended resolution is first put to the vote.
(D) A proposed amendment may be withdrawn by the person who proposed it, with the chairman's consent, before the resolution is voted on. If a proposed amendment to a resolution is ruled out of order or is otherwise rejected by the chairman, any error made by him in doing so will not affect the validity of the vote on that resolution.

27. Adjournments

(A) The chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by that meeting, adjourn that meeting to another time on the same date or to any time on another date at the same or another place or indefinitely.
(B) No poll shall be demanded or taken on any proposal for an adjournment except (in any case) at the direction or demand of the chairman, in which event the poll shall be taken promptly.
(C) The chairman may, without the consent of the general meeting, adjourn the meeting after the time for which it is convened to be held to another time on the same date or to any time on another date at the same or another place or indefinitely if he decides that it is necessary or appropriate to do so in order to:
(i) secure the proper and orderly conduct of the meeting; or
(ii) ensure the comfort, safety or wellbeing of persons attending the meeting;
(iii) give persons entitled to vote on any resolution to be proposed at the meeting:
- (a) an adequate and reasonable opportunity of attending the meeting; or
- (b) a reasonable and proper opportunity to take into account any information not disclosed by the Company when it gave notice of the meeting that the chairman considers is or may be material to their decision on how to vote; or
(iv) ensure that the business of the meeting is properly concluded or disposed of, including for the purpose of determining the result of a poll.
(D) Nothing in these Articles limits the powers that the chairman would otherwise have to adjourn a general meeting without the consent of that meeting.

28. Adjourned meetings

(A) At least seven days' notice of an adjourned meeting is to be given in the same manner as originally given for the meeting if that meeting is adjourned:
(i) to another day without the meeting being informed, on or before its adjournment, of the time and date and the place of the adjourned meeting;
(ii) to another day if, after the adjournment, the time and date or the place of the adjourned meeting is changed; or
(iii) for 30 days or more.
(B) No member is entitled to any notice of an adjournment in any other circumstances.
(C) No business shall be transacted at a adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.

SHARE VOTING

29. Votes of Preference Shareholders

(A) The First Preference Shares and the Second Preference Shares respectively shall only entitle the holders to have notice of and to attend and vote either in person or by proxy at general meetings of the Company if either:
(i) the meeting is convened to consider any resolution for reducing the capital, or authorising any issue of debentures or debenture stock, or increasing the borrowing powers of the Board under these Articles, or winding up, or sanctioning a sale of the undertaking, or altering these Articles in any manner affecting their respective interests, or any other resolution directly affecting their respective rights and privileges, or
(ii) at the date of the notice convening the meeting the Company shall be in default for upwards of one month in payment of any half-yearly instalment of dividend on the shares of the said respective classes, in which case, but only so long as the default continues, the shareholders of any class in respect of which there has been such default shall be entitled to have notice of and attend at general meetings and to vote either in person or by proxy on every question submitted thereto.

For the purposes of this Article the dividends on the First and Second Preference Shares shall be deemed payable by half-yearly instalments on the dates mentioned in Article 37 on "Preference dividends".

30. Voting rights

(A) Subject to any rights or restrictions attaching to any shares and to these Articles, on a vote on a resolution on a show of hands:
(i) each member present in person has one vote;
(ii) every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has (unless the next sub-paragraph applies) one vote; and
(iii) a proxy has one vote for and one vote against the resolution if he has been duly appointed by more than one member entitled to vote on the resolution and has been instructed (or exercises a discretion given) by one or more of those members to vote for it and by one or more other of those members to vote against it.
(B) Subject to any rights or restrictions attaching to any shares, on a vote on a resolution on a poll every member present has one vote for each share of which he is the holder.
(C) A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
(D) In the case of joint holders of shares, the vote tendered by the senior of them present who tenders a vote is to be accepted to the exclusion of all votes tendered by the others.
(E) A member in respect of whom an order has been made or recognised by any court or official with jurisdiction in the United Kingdom in matters concerning mental disorder or incapacity may vote through any person authorised to act on his behalf, provided that evidence to the Board's satisfaction of that person's authority has been received at an address specified by the Company for the receipt of proxy forms in hard copy form for the meeting concerned by the last time for their receipt in relation to the meeting or poll. That person may attend, speak and vote at the meeting as if he were the member and may appoint a proxy to do so on his behalf.
(F) No matter shall be voted on at a general meeting, other than for the appointment of a chairman, until it is put to vote by the chairman.

31. Proxies

(A) A member who is entitled to attend and vote at a general meeting is entitled to appoint another person, or two or more persons in respect of different shares held by him, as his proxy to exercise all or any of his rights to attend and to speak and to vote at the meeting.
(B) For the appointment of a proxy to be effective, it must be notified to the Company in writing in any usual form or in any other form approved by the Board (whether in hard copy or electronic form) and signed or authenticated by the member or by his attorney (a "proxy form"). If the member is a company, the proxy form should be sealed by that company or signed by someone authorised to sign it. The appointment of a proxy will not preclude a member from attending, voting and speaking at the meeting or voting on a poll. A proxy form shall, unless it provides to the contrary, be valid for any adjournment of the meeting to which it relates. A proxy form is to be treated (unless the contrary is stated in it) as authorising the proxy to demand or join in demanding a poll and to vote on any amendment to a resolution put to, or other business which may properly come before, the meeting for which it is given. The Company may require that it be provided with reasonable evidence of the identity of the member making the appointment, the identity of the

person appointed as proxy, the member's instructions (if any) as to how the proxy is to vote and (where the proxy is appointed by another person acting on the member's behalf) the authority of the other person to make the appointment.

(C) Proxy forms must be received at an address given by the Company for their receipt in respect of the meeting concerned by the time:
(i) 48 hours before the meeting or an adjourned meeting;
(ii) 24 hours before a poll is taken, if the poll is taken more than 48 hours after it was demanded; or
(iii) before the end of the meeting at which the poll was demanded, if the poll is taken after the end of the meeting or adjourned meeting but not more than 48 hours after it was demanded,

or, in each case, by such later time as the Board may decide.

(D) If a proxy form is signed or authenticated for a member by another person, the Board may require that:
(i) the power of attorney or other authority relied on to sign it (or a copy which has been certified by a solicitor or a notary or in accordance with the Powers of Attorney Act 1971 or in some other way approved by the Board); and
(ii) such other reasonable evidence of that person's authority to appoint a proxy on the member's behalf as the Board may specify,

must be received by the relevant time and at an address referred to in the previous paragraph.

(E) If a proxy form is received by the required time, the member concerned:
(i) may change the voting instructions in it for the person appointed as proxy; and
(ii) may change the number of shares in respect of which that person is appointed as proxy,

by delivering an amended proxy form in same way and to the same address as the original proxy form by the time 24 hours before the time of the meeting or adjourned meeting. The provisions in this Article relating to the signature or authentication of a proxy form apply to an amended proxy form.

(F) A proxy form which (or in respect of which any other document referred to above in this Article) is not received in a manner and within the time limits set out above in this Article shall be invalid (unless and to the extent that the Board, in relation to any proxy form, waives any such requirement).
(G) A proxy form will not be valid after twelve months from the date of its receipt, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date.
(H) If more than one proxy form that is (or would otherwise be) valid is received in respect of the same share for use at the same meeting or poll, the one which is received last (regardless of its

date or the date on which it is signed) will be treated as the valid form. If it is not possible to determine the order of receipt, none of them will be treated as valid. Proxy forms submitted by a member that would give different persons the apparent right to exercise votes over more shares than are held by him will be invalid. None of those persons will be entitled to attend, speak or vote at the relevant meeting as proxy for him. The proceedings at a general meeting will not be invalidated if, as a result of technical difficulties existing after the last time for the receipt of proxy forms, a proxy form sent in electronic form cannot be read by the person authorised to read it on the Company's behalf when he attempts to do so.

(I) The Company is not obliged to check whether any proxy or corporate representative has voted or demanded a poll in accordance with his appointor's instructions. A vote given or poll demanded by a proxy or a corporate representative will be valid notwithstanding that person did not act in accordance with the instructions given to him. Such a vote or demand will also be valid notwithstanding that that person's authority to act as such had been terminated, unless written notice of the termination was received by the Company at the Registered Office, or at such other place or address specified by the Company for receipt of proxy forms, by the time 24 hours before the time of the meeting or adjourned meeting or poll concerned.

32. Taking a vote

(A) A vote on a resolution that is put to a general meeting is to be taken and decided on a show of hands, unless:
(i) the chairman directs, whether before or after it has been put to the vote on a show of hands, that a poll be taken on it (such a direction is to be treated, for the purposes of these Articles, as a demand for a poll); or
(ii) before or on the declaration of the result of the show of hands a poll is demanded by:
- (a) at least five members present having the right to vote on the resolution; or
- (b) a member or members present representing not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution; or
- (c) a member or members present holding shares conferring a right to vote on the resolution 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.
(B) Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has or has not been passed or has been passed with a particular majority is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
(C) A demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. Its withdrawal will not invalidate the result of a show of hands declared before the demand was made.

33. Polls

(A) The chairman shall direct where and when any poll on any matter is to be taken. Subject to his directions, that poll can be taken at the meeting (without an adjournment) or after the meeting or at an adjourned meeting and shall be taken within 21 days from the date of the demand.
(B) The chairman may direct the manner in which a poll is to be taken and may appoint scrutineers. The scrutineers need not be members. No notice need be given of a poll not taken at the meeting (before any adjournment to another date) at which it is demanded if the time and place at which it is to be taken are announced to the meeting. In any other case at least seven days' notice is to be given specifying the time and place at which the poll is to be taken. The result of the poll is to be treated as the resolution of the meeting at which it was demanded.
(C) The demand for a poll, except on a proposed adjournment, will not prevent the meeting from transacting business on matters other than that on which a poll has been demanded.

34. Objection to voting errors

Any objection to the qualification of any person voting or to the counting of, or failure to count, any vote must be made at the meeting or (if not taken at the meeting) poll at which the vote objected to is given or at which the error occurs. Any objection or error shall be referred to the chairman. His decision on the matter will be final and conclusive. If a vote is allowed at a meeting or poll, it will be valid for all purposes. Any decision not to count a vote at a meeting or a poll will not affect the decision of the meeting or poll.

35. Default in disclosing share interests

(A) Where notice is given by the Company under section 793 of the Companies Act (a "section 793 notice") to a member, or another person appearing to be interested in shares held by a member, and the member or other person has failed in relation to any shares ("default shares", which expression applies also to any shares issued after the date of the section 793 notice in respect of those shares and to such other shares as the Board may decide which are first registered in the member's name on or after that date) to give the Company the information required by such notice within 14 days after the date on which the section 793 notice was sent to the person concerned, unless the Board otherwise decides:
(i) the member is not entitled in respect of the default shares to be present or to vote at a general meeting or on a poll, or to exercise any other rights conferred by membership in relation to the meeting or poll; and
(ii) where the default shares represent at least 0.25 per cent. of the issued shares of their class:
- (a) a dividend (or any part of a dividend) or other distribution or amount payable in respect of the default shares (except on a winding up) may be withheld by the Company, which has have no obligation to pay interest on it;
- (b) the member is not entitled to elect to receive shares instead of a dividend; and
- (c) the Board may refuse to register the transfer of any default shares unless:
(1) the transfer is an exempt transfer; or
(2) the member is not himself in default in supplying the information required and proves to the satisfaction of the Board that no person in default of supplying the information required is interested in any shares which are the subject of the transfer.
(B) The sanctions under the previous paragraph will cease to apply seven days after the earlier of:
(i) receipt by the Company of notice of an exempt transfer, but only in relation to the shares transferred; and
(ii) receipt by the Company, in a form satisfactory to the Board, of all the information required by the section 793 notice.
(C) The Board may:
(i) give notice to any member holding default shares requiring the member:
- (a) if they are in uncertificated form, to have them converted into certificated form within a specified period; and/or
- (b) to hold them in certificated form for so long as the default subsists; and
(ii) appoint any person to take any steps in the name of any holder of default shares to have them converted into certificated form.
(D) This Article does not restrict the Company's powers under company legislation in respect of any matter.
(E) For the purpose of this Article:
(i) "exempt transfer" means a transfer of shares by a member which is shown to the Board's satisfaction to be made to a third party unconnected with that member or with any other person appearing to be interested in the shares and made pursuant to:
- (a) an acceptance of a takeover offer (as defined in Part 28 of the Companies Act);
- (b) a sale through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000) or any other securities investment exchange outside the United Kingdom on which (in either case) such shares have been admitted to trading on the Company's application; or
- (c) a sale of the whole of the beneficial interest in the shares;
(ii) "interested" has the meaning that it has in Part 22 of the Companies Act;
(iii) a person, other than the member holding a share, is to be treated as appearing to be interested in such share if the member has informed the Company that the person is or may be so 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; and
(iv) reference to a person having failed to give to the Company information required by a section 793 notice, or being in default of supplying such information, includes references to his having:
(a) failed or refused to give all or any part of such information; and
(b) given information which he knows to be false in a material particular or recklessly given information which is false in a material particular.

CLASS RIGHTS

36. Application of profits

Subject to any special rights as regards participation in profits hereafter attached in accordance with these Articles to any new shares hereafter created, the profits earned by the Company in each financial year or other period in respect of which the profits shall from time to time be ascertained (which profits are hereinafter referred to as "the divisible fund") shall be applied as follows, namely:-

(i) First; in payment of a fixed cumulative dividend at the rate of 5.5 per cent. per annum upon the First Preference Shares to the end of such year or period;
(ii) Second; in payment of a fixed cumulative dividend at the rate of 5 per cent. per annum on the Second Preference Shares to the end of such year or period; and
(iii) Third; the residue of the divisible fund (other than any part thereof carried by the Board to reserve) shall be available to pay a dividend for such year or period on the Ordinary Shares.

37. Preference dividends

So far as the profits of the Company will, in the judgment of the Board, permit, the dividends on the First Preference Shares and on the Second Preference Shares calculated up to 30th June and 31st December respectively in every year, shall be paid half-yearly on the next following 1st day of October and the 1st day of April.

38. Return of capital

On a return of capital on a winding-up the assets of the Company available for distribution to its members shall be applied:-

(i) First, in payment to the holders of the First Preference Shares of the amounts paid up on such shares, together with interest at the rate of 5.5 per cent. per annum on such amounts from the date up to which the 5.5 per cent. cumulative dividend on such shares has been paid to the date of payment;
(ii) Second, in payment to the holders of the Second Preference Shares of the amounts paid up on such shares, together with interest at the rate of 5 per cent. per annum on such amounts from the date up to which the 5 per cent. cumulative dividend on such shares has been paid to the date of payment;
(iii) Third, in repaying the capital paid up or credited as paid up on the Ordinary Shares; and

(iv) Fourth, any balance of such assets then remaining shall be distributed rateably amongst the holders of the Ordinary Shares (to the exclusion of another class of shareholders) in proportion to the nominal amount paid up on their respective holdings of shares in the Company.

39. Modification of rights

(A) Subject to company legislation, whenever the capital of the Company is divided into different classes of shares, the special rights attached to any class may, either with the consent in writing of the holders of three-fourths of the issued shares of the class (excluding any shares of that class held as treasury shares), which consent shall be in hard copy form or in electronic form sent to such address (if any) for the time being notified by or on behalf of the Company for that purpose and may consist of several documents each executed or authenticated in such manner as the Board may approve on or on behalf of one or more holders or a combination of both or with the sanction of a special resolution passed at a separate general meeting of such holders (but not otherwise), be altered, modified or abrogated.
(B) The rights attached to any class of shares shall not, unless otherwise expressly provided in the rights attaching to such shares, be deemed to be varied or abrogated by the creation or issue of shares ranking pari passu with or subsequent to them or by the purchase or redemption by the Company of any of its own shares.

40. Class meetings

(A) The provisions of these Articles as to general meetings apply to any separate general meeting of the holders of shares of a class (a "class meeting"), subject to any necessary modifications in accordance with company legislation or these Articles.
(B) No member, other than a Director, is entitled to notice of a class meeting or to attend it unless he is a holder of shares of the class concerned. No vote may be given except in respect of a share of that class.
(C) For a class meeting in connection with the variation of rights attached to that class (a "variation of class rights meeting"):
(i) the quorum (unless an adjourned meeting) is two persons present holding at least onethird in nominal value of the issued shares of that class;
(ii) the quorum for an adjourned meeting is one person present holding shares of that class;
(iii) a person present by proxy or proxies is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights; and
(iv) a poll may be demanded by any holder of the shares of that class present.
(D) For the purpose of these Articles, a general meeting which is not a variation of class rights meeting and at which no holder of a share other than an Ordinary Share may, in his capacity as a member, attend or vote constitutes a separate general meeting of the holders of the ordinary shares.

BOARD POWERS

41. Board to manage the Company's business

(A) The Board shall manage the Company's business.
(B) The Board may exercise all the Company's powers and may do on the Company's behalf all such acts as may be done by it or on its behalf and which are not required to be exercised or done by the Company in general meeting subject (in all cases) to company legislation, these Articles and any direction that the Company gives to the Board by passing a special resolution.
(C) No such direction and no alteration of the these Articles will invalidate any prior act of the Board which would have been valid if such direction or alteration had not been given or made. The provisions in these Articles giving specific powers to the Board do not limit the general powers given by this Article.

42. Board committees

(A) The Board may establish any committee (a "Board committee") for the purpose of carrying out any exercise, function or task that the Board has the power to carry out itself.
(B) The Board's power under this Article to delegate to a Board committee is not limited by the making of express reference in some Articles but not others to the exercise of any particular power by the Board or a Board committee.
(C) Proceedings of a Board committee shall be conducted in accordance with any regulations prescribed by the Board. Subject to those regulations, such proceedings shall be conducted in accordance with applicable provisions of these Articles regulating the proceedings of the Board (except that a Board committee will not have the power to change or modify any such regulations or provisions as they apply to it or to regulate its own proceedings). If a Board resolution states that the members of a Board committee are to include one or more unnamed Directors, it will not be necessary to give notice of a Board committee meeting to any Director who is not a member of that committee.

43. Delegation

(A) The Board may delegate any of its powers under these Articles and any other of its powers that can be delegated:
(i) to such person or persons or to any Board committee;
(ii) to such an extent (including in relation to any matter or any territory, region or country);
(iii) on such terms and subject to such conditions;
(iv) for such period or indefinitely; and
(v) by such means,

as the Board considers appropriate.

(B) The Board may:

(i) grant to any person or persons or to any Board committee to whom it delegates any power the power to sub-delegate that power (with or without a power of further subdelegation) to one or more persons or to a sub-committee;
(ii) retain or exclude the right of the Board to exercise any delegated power collaterally with the person or persons or the Board committee to whom it has been delegated; and
(iii) revoke the delegation or alter its terms or conditions.
(C) References in these Articles to any Board committee include any sub-committee permitted under this Article.

44. Voting and appointments

(A) The Board may exercise or cause to be exercised the voting power conferred by shares or any other interest in any other body corporate held or owned by the Company, and any power of appointment exercisable by the Company, in any manner it considers appropriate (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such body corporate or in favour of the payment of remuneration to the directors, officers or employees of such company).
(B) Subject to these Articles, a Director may also vote on and be counted in the quorum in relation to the exercise of any such power.

45. Provision for employees

The Company shall exercise the power conferred upon it by section 247(1) of the 2006 Act only with the prior sanction of a special resolution. If at any time the capital of the Company is divided into different classes of shares, the exercise of such power as aforesaid shall be deemed to be a variation of the rights attached to each class of shares and shall accordingly require the prior consent in writing of the holders of three-fourths in nominal value of the issued shares of each class or the prior sanction of a special resolution passed at a separate meeting of the holders of the shares of each class convened and held in accordance with the provisions of Article 39 on "Modification of rights".

46. Borrowings

Power to raise money

(A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures and other securities. The Directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings so as to secure (as regards subsidiary undertakings so far as by such exercise they can secure) that net group borrowings shall not at any time, without the previous sanction of the Company in general meeting, exceed a sum equal to one and a half times the aggregate of:
(i) the nominal capital of the Company for the time being issued and paid up (including capital represented by shares held as treasury shares);
(ii) the net amounts standing on the consolidated reserves of the Company and its subsidiary undertakings whether distributable or undistributable and including (without limitation) share premium account, capital redemption reserve and retained earnings (as determined from the most recently published audited annual consolidated accounts of the Company and its subsidiary undertakings);
(iii) the cumulative amount of goodwill that has been eliminated against reserves in respect of subsidiary undertakings which continue to trade as subsidiary undertakings of the Company; and
(iv) the cumulative amount of goodwill that has been amortized through the consolidated profit and loss accounts of the Company and each of its subsidiary undertakings;

but after:

(a) making such adjustments as may be appropriate in respect of any variation in the issued and paid up share capital, or in the amount standing to the credit or debit of, the share premium account and the capital redemption reserve fund referred to in sub-paragraph (ii) above since the date of its most recently published audited annual consolidated accounts of the Company and its subsidiary undertakings;
(b) excluding therefrom (i) any sums set aside for future taxation, and (ii) amounts attributable to outside shareholders in subsidiary undertakings;
(c) deducting therefrom an amount equal to any distribution by the Company out of profits earned prior to the date of its most recently published audited annual consolidated accounts of the Company and its subsidiary undertakings and which have been declared, recommended or made since that date except so far as provided for in the consolidated balance sheet in such accounts.
(B) For the purposes of this Article:
(i) "moneys borrowed" shall be deemed to include the following except in so far as otherwise taken into account:
- (a) the nominal amount of any issued share capital and the principal amount of any debentures or borrowed moneys, the beneficial interest whereof is not for the time being owned by any of the Company and its subsidiary undertakings, of any body whether corporate or unincorporate and the payment or repayment whereof is the subject of a guarantee or indemnity by any of the Company and its subsidiary undertakings;
- (b) the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened on behalf of and in favour of any of the Company and its subsidiary undertakings;
- (c) the principal amount of any debenture (whether secured or unsecured) of any of the Company and its subsidiary undertakings owned otherwise than by any of the Company and its subsidiary undertakings;
(d) the principal amount of any preference share capital of any subsidiary undertakings owned otherwise than by any of the Company and its subsidiary undertakings;
(e) any fixed or minimum premium payable on final repayment of any borrowing or deemed borrowing;

but shall be deemed not to include:

(f) borrowings for the purposes of repaying the whole or any part of borrowings by any of the Company and its subsidiary undertakings for the time being outstanding and so to be applied within six months of being so borrowed, pending their application for such purpose within such period;
(g) borrowings for the purpose of financing any contract in respect of which any part of the price receivable by any of the Company and its subsidiary undertakings is guaranteed or insured by the United Kingdom's Export Credits Guarantee Department or by any other Governmental department fulfilling a similar function, to an amount not exceeding that part of the price receivable thereunder which is so guaranteed or insured; and
(h) borrowings by the Company or any of its subsidiary undertakings from any other of such companies; and
(ii) "net group borrowings" means the aggregate amount at anyone time owing by the Group (being the Company and all its subsidiary undertakings) in respect of moneys borrowed less the aggregate amount of all cash and cash deposits of the Group.
(C) A report by the Auditors as to the aggregate amount which may at any one time in accordance with the provisions of paragraph (1) of this Article be owing by the Company and its subsidiary undertakings without such sanction as aforesaid shall be conclusive in favour of the Company and all persons dealing with the Company.
(D) When the aggregate amount of borrowings required to be taken into account for the purposes of this Article on any particular day is being ascertained, any of such moneys denominated or repayable in a currency other than sterling shall be converted for the purpose of calculating the sterling equivalent either:
(i) at the middle market rate of exchange quoted in the Financial Times at close of business in London on the date of the relevant balance sheet provided that all but not some only of such moneys shall be converted at the rate of exchange prevailing in London six months before such day if thereby such aggregate amount would be less (and so that for this purpose the rate of exchange shall be taken as the middle market rate quoted in the Financial Times as at the close of business),

or where the repayment of such moneys is expressly covered by a forward purchase contract,

(ii) at the rate of exchange specified therein.

(E) No debt incurred or security given in respect of moneys borrowed in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time when the debt was incurred or security given that the limit hereby imposed had been exceeded.

Mode of borrowing

(F) The Directors may exercise all the powers of the Company to borrow or raise money upon or by the issue or sale of any bonds, debentures, or securities, and upon such terms as to time of repayment, rate of interest, price of issue or sale, payment of premium or bonus upon redemption or repayment or otherwise as they may think proper, including a right for the holders of bonds, debentures, or securities, to exchange the same for shares in the Company of any class authorised to be issued.

Security for payment of moneys borrowed or raised

(G) Subject as aforesaid the Directors may secure or provide for the payment of any moneys to be borrowed or raised by a mortgage of or charge upon all or any part of the undertaking or property of the Company, both present and future, and upon any capital remaining unpaid upon the shares of the Company whether called up or not, or by any other security, and the Directors may confer upon any mortgagees or persons in whom any debenture or security is vested, such rights and powers as they think necessary or expedient; and they may vest any property of the Company in trustees for the purpose of securing any moneys so borrowed or raised, and confer upon the trustees or any receiver to be appointed by them or by any debenture-holder such rights and powers as the Directors may think necessary or expedient in relation to the undertaking or property of the Company or the management or the realisation thereof or the making, receiving, or enforcing of calls upon the members in respect of unpaid capital, and otherwise, and may make and issue debentures to trustees for the purpose of further security, and any such trustees may be remunerated.

Security for payment of moneys

(H) The Directors may give security for the payment of any moneys payable by the Company in like manner as for the payment of moneys borrowed or raised, but in such case the amount shall for the purposes of the above limitation be reckoned as part of the money borrowed.

BOARD PROCEEDINGS

47. Chairman

The Board may appoint any Director to be, and may remove, its chairman of the Board. The chairman or, in his absence, the senior independent director or any person with equivalent status designated by a different title (if any), is to preside at a Board meeting. If there is no chairman or senior independent director (or person with equivalent status), or if neither is present within five minutes after the time appointed for the holding of the Board meeting, or if neither of them is willing to act as chairman, the Directors present may choose any Director present to act as chairman of that meeting for so long as the Board's chairman or (as applicable) senior independent director (or person with equivalent status) is not present or has not indicated that he is willing to act as chairman of that meeting. The chairman of a Board meeting is "the chairman" for the purposes of all provisions in these Articles applicable to Board meetings.

48. Board meetings

(A) Subject to these Articles, the Board may regulate its meetings and proceedings as it considers appropriate.
(B) A Director may, and the Secretary at the request of a Director shall, call a meeting of the Board. Notice of a Board meeting is to be treated as given to a Director if it is given to him personally or by word of mouth or sent in writing to his last known address or any address that he has given to the Company for the receipt of notices. A Director may waive the requirement that notice of any Board meeting be given to him, and may do so with retrospective effect. A Director will be treated as having waived his entitlement to notice unless he has supplied the Company with the information necessary to ensure that he receives notice of a meeting before it takes place.
(C) A Director may participate in a Board meeting through the medium of conference telephone, video conferencing or any other form of communication equipment if all Directors participating in the meeting are able to hear and speak to each other. A Director participating in this way is to be treated as present in person at the meeting and counted in a quorum and is entitled to vote at it. The place of the meeting is to be treated as where the largest group of those participating is assembled or, if there is no such group, where the chairman then is.
(D) No business shall be transacted at a Board meeting unless a quorum is present. The quorum shall be two Directors or such higher number as the Board may decide. A Board meeting at which a quorum is present may exercise all the authorities, discretions and powers vested in or exercisable by the Board.
(E) Any decision to be taken at a Board meeting is to be decided by a majority of votes. In the case of an equality of votes, the chairman has a second or casting vote .

49. Written resolutions

(A) A resolution in writing signed by all the Directors entitled to receive notice of a Board meeting and who would be entitled to vote on the resolution at a Board meeting (if their number is sufficient to constitute a quorum) will be as valid and effective as a resolution passed at a Board meeting properly called and constituted.
(B) Such a resolution may consist of several documents in the same form each signed by one or more of the Directors or members of the relevant committee.

50. Validity of Board's acts

All acts done by the Board or a Board committee or by a person acting as a Director or as a member of a Board committee will be valid even if it is discovered later that any Director or person acting as a Director was not properly appointed. This is also applies if it is discovered later that anyone was disqualified from being a director or was not entitled to vote. In all these cases, anything done will be as valid as if there was no defect or irregularity of a kind referred to in this Article.

DIRECTORS

51. Number

(A) Unless otherwise determined by the Company by ordinary resolution, the number of Directors shall be:
(i) not less than four; and
(ii) not more than fifteen.
(B) If at any time:
(i) the number of Directors is less than the minimum required by these Articles, any Director or Directors able and willing to act may act only for the purpose of appointing an additional Director or Directors or convening a general meeting for the purpose of making any such appointment; and
(ii) there is no Director, two or more members holding at least 15 per cent of all Ordinary Shares then in issue may convene a general meeting for the purpose of appointing Directors to be held at a time between 9.00 a.m. and 5.00 p.m. on a working day at a venue in the United Kingdom where the Company has held at least one of its last four annual general meetings or at a venue in the City of London.

52. Appointment

(A) Subject to these Articles, the Company may by ordinary resolution appoint as a Director a person who is willing to act as such, provided that:
(i) notice is given of the resolution identifying the person concerned by name; and
(ii) if that person is not recommended for appointment by the Board, the Company receives at the Registered Office that person's written confirmation of his willingness to be appointed as a Director at least seven days before the date appointed for the holding of the general meeting at which the resolution is to be considered.
(B) Subject to these Articles, the Board may appoint as a Director any person who is willing to act as such.
(C) The Board may appoint any Director to hold any employment or executive office with the Company for such period and on such terms as the Board may decide. The Board may revoke, terminate or vary the terms of any such appointment.

53. Removal

The Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with company legislation, remove any Director before the expiration of his period of office

54. Vacation of office

(A) The office of a Director shall be vacated if:

(i) he resigns by notice to the Company;
(ii) he gives the Company a written notice in which he offers to resign and the Board decides to accept his offer;
(iii) he ceases to be a Director as a matter of law or is removed from office pursuant to these Articles;
(iv) he becomes bankrupt or compounds with his creditors generally;
(v) he is or has been suffering from mental or physical ill health or becomes a patient for the purpose of any statutory provision relating to mental capacity and the Board resolves that his office be vacated;
(vi) he is absent from Board meetings for six consecutive months (whether or not anyone else attends in his place) and the Board resolves that his office be vacated;
(vii) all the other Directors sign a written notice (or different notices in same form) or unanimously pass a resolution requiring him to resign; and
(viii) in the case of a Director who is an employee of a Group Undertaking, he ceases to be employed by any Group Undertaking without the Board resolving that he is to continue in office as a non-executive Director.
(B) A person who ceases to be a Director will, on such cessation, also cease:
(i) to be a member of any committee or sub-committee of the Board; and
(ii) to have any powers previously delegated to him by the Company other than (where applicable) pursuant to any terms on which he continues to be employed by it.

55. Annual general meetings

(A) In this Article the "selection date" means a date selected by the Board in relation to an annual general meeting that is not more than 14 days before, and no later than, the date of the notice of that meeting.
(B) At each annual general meeting:
(i) each person who is a Director on the selection date and was appointed as such after the previous annual general meeting is to be proposed for election as a Director;
(ii) each other person who is a Director on the selection date and has remained as such without being appointed or elected or re-elected as such at one of the two previous annual general meetings is to be proposed for re-election as a Director; and
(iii) if the Board so decides, any other person selected by the Board who is a Director on the selection date can be proposed for re-election as a Director; and
(iv) if the Board so decides (subject to companies legislation), any other person selected by the Board who is appointed to the Board after the selection date and prior to the commencement of the meeting can be proposed for election as a Director,

provided that, in each case, the person concerned is a Director immediately before the commencement of the meeting and has confirmed to the Board that he is willing to continue as a Director.

(C) If a resolution for the election or re-election as a Director of any person who was a Director at the commencement of an annual general meeting is put to vote at that meeting but not passed, that person will remain in office until the meeting appoints someone in his place or (if it does not do so) until the end of the meeting, when (subject to the next paragraph) he will cease to be a Director.

DIRECTORS' BENEFITS

56. Fees

The Company may pay to the Directors for their services as Directors such aggregate amount of fees as the Board decides of up to £750,000 per annum, or such larger amount as the Company may by ordinary resolution decide. The aggregate fees may 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 will be in addition to any salary, remuneration or other amount payable to him pursuant to other provisions of these Articles and shall accrue from day to day.

57. Remuneration

(A) The salary or remuneration of a Director appointed to hold employment or executive office 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 (including, for the avoidance of doubt, by the Board acting through a Board committee), and may be in addition to or instead of a fee payable to him for his services as Director pursuant to these Articles.
(B) A Director who performs a special service for the Company (including any service that he is not required to provide under any employment agreement with a Group Member or under any formal terms on which the Company has engaged him as a non-executive director and including any service which the Board considers to be provided outside the scope of a Director's ordinary duties) may be paid such additional remuneration as the Board or any Board committee decides.

58. Expenses

(A) A Director may be paid all travelling, hotel and other expenses properly incurred by him in connection with the discharge of his duties as a Director, including any professional fees incurred by him (with the Board's approval or in accordance with any procedures prescribed by the Board) in taking independent professional advice in connection with the discharge of such duties.
(B) The Company may, subject to company legislation:
(i) provide any Director with funds to meet his defence expenditure in respect of any civil or criminal proceedings or regulatory investigation or other regulatory action or in connection with any application for any category of relief permitted by company legislation; and
(ii) do anything to enable him to avoid incurring any such expenditure.

59. Retirement and disability benefits

The Board may exercise all the Company's powers to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances for a person who is or has been a Director, an officer or a director or an employee of a company which is or was a Group Undertaking, a company which is or was allied to or associated with a Group Undertaking or a predecessor in business of a Group Undertaking (and 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.

DIRECTORS' INTERESTS

60. Conflicts

(A) The Directors may authorise any situation or matter relating to a particular Director to which section 175 of the Companies Act applies (each a "Conflict Matter"), subject to that section, on such terms (if any) as they think fit. Before any such authorisation (a "Conflict Authorisation") is given, a Director shall propose to the Directors, in accordance with the Board's procedures for putting proposals to the Directors for their consideration and approval at a meeting of the Board or by way of written resolution or with such other procedures as the Directors may determine, that the Conflict Matter concerned be so authorised. The Directors may terminate or withdraw a Conflict Authorisation by giving notice to the Director concerned.
(B) Any terms to which a Conflict Authorisation is made subject ("Conflict Authorisation Terms") may include, in each case at the Directors' discretion, that the Director concerned:
(i) is not obliged to disclose to the Company confidential information obtained by him (other than in his capacity as its Director or as its employee or agent or, if the Directors so decide, in any other capacity that would otherwise oblige him to disclose it to the Company) in any situation to which the Conflict Authorisation applies, nor to use any such information directly or indirectly for the benefit of the Company, where to do so would amount to a breach of a duty of confidence to any third party, where the Director concerned has previously disclosed to the Board the existence of the conflict and the third party's identity; and
(ii) may absent himself from any Board discussions, and make arrangements not to receive documents and information, relating to the Conflict Matter concerned for so long as he reasonably believes that, as a Director, he has or may have a conflict of interest in respect of it,

and the Company will not treat anything done, or omitted to be done, by the Director concerned in accordance with the Conflict Authorisation Terms as a breach of duty under the following sections of the Companies Act - section 172 (duty to promote the success of the company), section 173 (duty to exercise independent judgement) and section 174 (duty to exercise reasonable care, skill and diligence).

61. Permitted benefits

(A) A Director is not required, by reason of being a Director, to account to the Company for any profit, remuneration or other benefit which he derives from or in connection with a Conflict Matter which has been authorised by the Board pursuant to the preceding Article, or by the Company in general meeting (subject to any terms, limits or conditions attaching to such authorisation).

(B) Provided that a Director has disclosed his interest in the matter concerned to the other Directors in accordance with the Companies Act (if that Act obliges him to do so), he is not required, by reason of being a Director, to account to the Company for any profit, remuneration or other benefit which he derives from or in connection with:
(i) being a party to or otherwise interested in any arrangement or transaction with the Company or in which the Company is otherwise interested;
(ii) holding any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and on such terms, including as to remuneration, as the Board may decide;
(iii) acting by himself or through a firm with which he is associated in a professional capacity for the Company or any body corporate in which the Company is interested (other than as auditor); or
(iv) being a director or other officer of, or employed by or otherwise interested in any body corporate in which the Company or any other Group Undertaking is interested or which has an interest in the Company or in any other Group Undertaking.
(C) The Company will not treat the receipt by the Director of any profit, remuneration or other benefit referred to above in this Article as a breach of duty under section 176 of the Companies Act (duty not to accept benefits from third parties). No arrangement or transaction to which the previous paragraph applies may be avoided on the ground of any such interest, profit, remuneration or other benefit.
(D) A Director or former Director will not be accountable to the Company for any benefit provided to him or his dependants in accordance with any provision in these Articles.

62. Indemnity and insurance

(A) Subject to company legislation, the Company may:
(i) indemnify any Director or any director of any associated company against any liability pursuant to any qualifying third party indemnity provision or any qualifying pension scheme indemnity provision, or on any other basis as is lawful, in each case on such terms as the Board may decide; and
(ii) purchase and maintain for any Director or any director of any associated company insurance against any liability.
(B) In this Article "qualifying third party indemnity provision", "qualifying pension scheme provision" and "associated company" have meanings that they have in Part 10 of the Companies Act.

63. Voting restrictions

(A) A Director shall not vote or be counted in the quorum on any resolution of the Board concerning any contract in which he has an interest (and, if he votes on it, his vote is not be counted) unless that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or only arises from or relates to one or more of the following matters:

(i) the giving of any security, guarantee or indemnity to him in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of a Group Undertaking;
(ii) the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of a Group Undertaking for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
(iii) an offer of securities by a Group Undertaking in which 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 contract with or relating to another company in which he does not have to his knowledge an interest (as that term is used in Part 22 of the Companies Act) in shares representing one per cent. or more of either any class of the equity share capital, or the voting rights in, such company;
(v) an arrangement for the benefit of employees of any Group Undertaking which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates;
(vi) insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons including any Director; or
(vii) a proposal for the Company (1) to provide him with an indemnity permitted by company legislation, (2) to provide him with funds in circumstances permitted by company legislation to meet his defence expenditure in respect of any civil or criminal proceedings or regulatory investigation or other regulatory action or in connection with any application for any category of relief permitted by company legislation, or (3) to do anything to enable him to avoid incurring any such expenditure.
(B) A Director shall not vote or be counted in the quorum on any resolution of the Board concerning his own appointment, or the settlement or variation of the terms of his appointment or its termination, as a holder of any office or place of profit with the Company or any body corporate in which the Company is interested.
(C) Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms (or the termination) of the appointment, of two or more Directors to offices or places of profit with the Company or any body corporate in which the Company is interested, such proposals may be divided and a separate resolution considered in relation to each Director. Each Director concerned (if not debarred from voting under these Articles) may vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

64. General

(A) Subject to companies legislation, the Company may by ordinary resolution:
(i) suspend or relax to any extent any of the preceding provisions in these Articles that follow after the heading "DIRECTORS' INTERESTS"; and
(ii) ratify any transaction or arrangement not properly authorised by reason of a contravention of any such provision.
(B) In such provisions and in this Article references to:
(i) a conflict of interest includes a conflict of interest and duty and a conflict of duties; and
(ii) a contract include any proposed contract and any transaction or arrangement or any proposed transaction or arrangement whether or not constituting a contract.
(C) If a question at a meeting as to the entitlement of any Director to vote is not resolved by his agreeing to abstain from voting, it is to be referred to the chairman or, if he is the Director concerned, the remainder of the Board. The chairman's ruling (or, in his case, the Board's ruling) on the matter will be final and conclusive and binding, unless the nature or extent of the Director's interest, as known to him, has not been adequately disclosed to the meeting.

DIVIDENDS AND OTHER DISTRIBUTIONS

65. Dividend rights

(A) Except as provided by these Articles or the rights attached to shares, a dividend on any shares is to be declared and paid according to the amounts paid up (otherwise than in advance of calls) on their nominal value during any period for which it is paid.
(B) Any share may be issued on terms that it will rank for dividend as if it were fully paid, or partly paid up, from a particular date and, if so, it will rank for dividend on this basis.
(C) The Company may pay a dividend on shares in proportion to the amount paid up on them where a larger amount is paid up on some than on others.

66. Declared, interim and fixed dividends

(A) The Company may by ordinary resolution declare a dividend in accordance with the respective rights of members. No such dividend may exceed the amount recommended by the Board.
(B) Subject to company legislation, the Board may resolve that the Company pay an interim dividend on any shares and may resolve that the Company pay any dividend payable on any shares at a fixed rate at intervals settled by the Board.

67. Payment

(A) The Company may pay a dividend, interest or other amount payable in cash in respect of a share by cheque, warrant or money order or through an inter-bank transfer or other electronic transfer in accordance with any authority given to the Company to do so by or on behalf of the member in a form or in a manner satisfactory to the Board. Any joint holder or other person jointly entitled to a share may give an effective receipt for a dividend, interest or other amount paid in respect of such share.
(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;
(ii) in the case of joint holders, to the registered address of the person whose name appears first in the Register of Members;
(iii) in the case of a person entitled by transmission, as if it were a notice given in accordance with the Article headed "Notices following recognition"; or
(iv) in any case, to a person and address that the person or persons entitled to the payment (or, in the case of joint holders, the person whose name appears first in the Register of Members) may in writing direct.
(C) Every cheque, warrant or money order will be sent at the risk of the person or persons entitled to the payment and made payable to the order of the person or persons entitled or to such other person or persons as the person or persons entitled may in writing direct. The payment of the cheque, warrant or money order, and the making of the payment through an inter-bank or other electronic transfer, will be a good discharge to the Company. The Company will not be responsible for amounts lost or delayed in the course of transfer.
(D) The Board may deduct from any dividend or other amounts payable to any person in respect of a share the amount of any sum owed by him to the Company in respect of any shares. The Company can apply the deducted amount to pay the sum owed to it.
(E) No dividend or other money payable in respect of a share will bear interest against the Company, unless otherwise provided by the rights attached to the share.
(F) Except as provided by these Articles or the rights attached to shares:
(i) a dividend may be paid in any currency or currencies decided by the Board; and
(ii) the Company may agree with a member that any dividend declared or which may become due in one currency will be paid to him in another currency,

for which purpose the Board may decide the basis of conversion for any currency conversions and how any costs involved are to be met.

(G) The Board may decide that the payment of any dividend or other money payable in cash in respect of shares is to be made only by means of inter-bank or other electronic transfer. If it does so, the Company will not be required to make the payment to a person otherwise entitled to it, nor will the Company be required to account to that person for it, unless and until that person has provided the Company (in a manner and form, and in accordance with any terms, prescribed by the Company for such purpose) with sufficient details of an appropriate account into which the Company is authorised to make the payment by electronic transfer.

68. Unclaimed dividends

(A) Monies representing unclaimed or unpaid dividends or other sums payable by the Company in respect of a share may be made use of by the Board for the benefit of the Company until claimed. The payment of any unclaimed dividend or other amount payable by the Company in respect of a share into a separate account will not constitute the Company a trustee in respect of it. Any dividend unclaimed after a period of 12 years from the date the dividend was declared or became due for payment will be forfeited, by operation of this Article, and revert to the Company.

(B) If, in respect of a dividend or other amount payable in respect of a share a cheque, warrant or money order is returned undelivered or left uncashed or a transfer made by or through a bank transfer system and/or other funds transfer system(s) fails or is not accepted, on two consecutive occasions, or one occasion 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 such share to such person until he notifies the Company of an address or account to be used for such purpose.

69. Dividends in kind

A general meeting declaring a dividend may, on the recommendation of the Board, direct that it is to be satisfied by the distribution of assets (including paid up shares or securities of any other body corporate). The Board may direct that any interim dividend be satisfied wholly or partly by the distribution of assets on the same basis. Where any difficulty arises concerning such a distribution, the Board may settle it as the Board considers appropriate.

70. Scrip dividends

(A) The Board may, with the authority of an ordinary resolution, offer any holders of Ordinary Shares the right to elect to receive fully paid Ordinary Shares instead of cash in respect of all or part of any dividend to which that resolution applies (a "scrip dividend offer").
(B) A holder of Ordinary Shares who makes a valid election under a scrip dividend offer will be entitled to receive new Ordinary Shares with a market value that is as near as possible to the amount of the cash dividend that is the subject of his election (disregarding any tax credit), but no more than it. For this purpose, the "market value" of a new Ordinary Share is the average of its middle market quotations as derived from such source as the Board considers appropriate for five consecutive dealing days chosen by the Board commencing on or after the day on which Ordinary Shares are first quoted "ex" the relevant dividend, unless it is to be determined differently in accordance with the ordinary resolution authorising the scrip dividend offer. The Auditor's written confirmation or report as to the amount of the market value will be conclusive evidence of that value. In giving such confirmation or report, the Auditor may rely on advice or information from any source that it considers appropriate.
(C) A scrip dividend offer will be made on such terms as the Board decides, subject to this Article and to the authorising resolution. The Board may exclude from the offer any holders of Ordinary Shares where the Board considers that the making of the offer to them would or might involve the contravention of any law or that for any other reason the offer should not be made to them. The accidental omission or failure to send any notice informing a shareholder of his right to make an election under a scrip dividend offer, or the non-receipt of any such notice (even if the Company becomes aware of such non-receipt), will not invalidate the offer or give rise to any claim, suit or action against the Company or anyone acting on its behalf.
(D) The Board may capitalise out of any amount standing to the credit of any reserve or fund of the Company (including retained earnings) a sum equal to the aggregate nominal amount of any new Ordinary Shares referred to above in this Article and apply it in paying up in full those shares for allotment pursuant to any elections referred to above in this Article. Such new Ordinary Shares will rank equally with the fully paid Ordinary Shares in issue on the record date for the dividend to which such elections relate (or at any time on any other date as the Board may decide), except that they will not carry any right to participate in the dividend.

(E) The Board may do all acts and things which it considers necessary or expedient to give effect to any capitalisation referred to above in this Article and may authorise any person on behalf of all electing members to enter into an agreement with the Company providing for such capitalisation and incidental matters and any agreement so made will be binding on all concerned.

71. Capitalisation issues

(A) The Board may, with the authority of an ordinary resolution:
(i) resolve to capitalise any sum standing to the credit of any reserve or fund of the Company (including retained earnings);
(ii) appropriate that sum as capital to the holders of Ordinary Shares on a record date selected by the Board in proportion (as nearly as may be) to their holdings or in such other proportions as stated, or fixed as stated, in the ordinary resolution;
(iii) apply that sum in paying up in full and allotting new Ordinary Shares to those holders or as they may direct; and
(iv) allot new Ordinary Shares to the Company, if it holds Ordinary Shares as treasury shares on the record date, on the same basis as to other holders.
(B) In relation to any allotments for the purposes of the previous paragraph the Board may:
(i) provide for fractions of new Ordinary Shares or disregard them, as it decides; and
(ii) authorise any person to enter on behalf of all the holders of Ordinary Shares concerned into an agreement with the Company to give effect to allotments of new shares in accordance with this Article (which, when entered into, will be binding on all of them by operation of this Article); and
(iii) generally do all acts and things required or expedient to give effect to such resolution.
(C) The Board may, with the authority of an ordinary resolution, capitalise and appropriate and apply any sum standing to the credit of any reserve or fund of the Company and take other actions permitted under the previous provisions of this Article, in all cases on the basis as set out in them, for the purpose of allotting shares of another class or debentures fully paid (or to allot a combination of both) to the holders of Ordinary Shares.

RECORD DATES

72. Board to fix date

(A) The Company or the Board may fix a time on a particular date as the record date for entitlement to any dividend, distribution, allotment or issue or for determining to whom any notice, information, document or circular is to be given or for any other matter for which a record date is appropriate.
(B) Any notice or other document to be given to a member may be given by reference to the Register of Members as it stands at a time within the period of 21 days before the day that the notice is given. No change in the Register of Members after that time will invalidate the giving of such notice or document or require the Company to give such item to any other person.

(C) The notice of a general meeting may specify a time by which a person must be entered on the Register of Members in order for such person to have the right to attend or vote at it.

COMMUNICATIONS

73. Notices to be in writing

Any notice to be given to or by any person pursuant to these Articles shall be in writing, unless otherwise provided elsewhere in these Articles, except that a notice calling a meeting of the Board need not be in writing.

74. Communications to members

(A) Subject to the Companies Act and unless otherwise provided for in these Articles, the Company may send or supply any document or information that is required or authorised by company legislation or pursuant to these Articles to be sent or supplied by it to a member or a person entitled by transmission in such form and by such means as the Board may decide.
(B) The Company may send or supply documents or information to any member by making them available on a website, provided that the member is taken to have agreed to this in accordance with the Companies Act.
(C) The Company may choose at its sole discretion to send any document or information in hard copy form alone to some or all members.

75. Communications from members

Unless otherwise provided for in these Articles, whether a document or information sent or supplied to the Company by or on behalf of any member or any person entitled by transmission is validly sent or supplied is to be determined in accordance with the Companies Act and, subject to that Act, any terms imposed by the Board for its sending or supply to the Company.

76. Authentication

(A) Any document or information sent or supplied in electronic form to the Company by or on behalf of a member or a person entitled by transmission that is required to be authenticated will be sufficiently authenticated if it is treated as such under the Companies Act or is authenticated on any other basis approved by the Board. Any document or information not so authenticated will be deemed not to have been received by the Company.
(B) The Company may require such evidence as the Board considers to be reasonable of any person's authority to send or supply any document or information to the Company on the behalf of someone else who is a member or a person entitled by transmission.

77. Joint holders

In the case of joint holders of a share:

(i) any document or information which is authorised or required to be sent or supplied by the Company to them as joint holders may be sent or supplied to any one of them to the exclusion of all the others;

(ii) anything to be agreed or specified in relation to any document or information to be sent or supplied by the Company to them as joint holders may be agreed or specified by any one of them;
(iii) the agreement or specification of the senior joint holder in relation to any such document or information shall be accepted to the exclusion of that of any of the others; and
(iv) the Company is not required to send or supply any document or information to them as joint holders if none of them has a registered address in the United Kingdom and none of them has supplied a postal address in the United Kingdom or an address for the purposes of communications by electronic means to the Company for sending or supplying documents and information to him.

78. Members outside the United Kingdom

(A) Any member with a registered address outside the United Kingdom who gives to the Company, for sending and supplying documents and information to him, a postal address in the United Kingdom or an address for the purposes of communications by electronic means is entitled to have documents or information sent or supplied by the Company to him at that address or, where applicable, by the Company making them available on a website and notifying him at that address of their availability.
(B) Except as provided above in this Article, the Company is not required to send or supply any documents or information to a member with a registered address outside the United Kingdom.

79. Deemed receipt

(A) Any document or information sent or supplied by or on behalf of the Company:
(i) by post (whether in hard copy or electronic form) is deemed to have been received by the intended recipient twenty-four hours after it was posted first class or (as applicable) 48 hours after it was posted second class (provided that the Company is able to show that it was properly addressed, pre-paid and posted);
(ii) in hard copy form by leaving it (other than through the post) at the intended recipient's registered address or a postal address in the United Kingdom notified by him to the Company for the sending or supply of documents and information is deemed to have been received when it was left;
(iii) by electronic means is deemed to have been received by the intended recipient on the day it was sent (provided that the Company is able to show that it was properly addressed);
(iv) by means of a website is deemed to have been received on the day the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of its availability on the Company's website; and
(v) by any other means authorised in writing by the intended recipient is deemed to have been received when the Company has carried out the action that it has been authorised to take for that purpose.
(B) Any accidental failure on the part of the Company to send, or the non-receipt by any person entitled to, any document or information relating to any meeting or poll or other proceeding will not invalidate the relevant meeting or proceeding.
(C) For the purposes of calculating the time when any document or information sent or supplied by the Company is deemed to have been received by the intended recipient for the purposes of these Articles (regardless of whether the period is expressed in hours or days) full account shall be taken of any day, and any part of a day, that is not a working day.

80. Documents returned undelivered

If the Company sends more than one document to a member during any 24 month period and each document that it sends to him in that period is returned undelivered or unopened or marked "return to sender" or with other words or in any other manner that indicates that the document has not been received or accepted by the person to whom it (or any envelope or package in which it was contained) was addressed, the Company will not be required to send or supply documents or information to him until he gives a new address to the Company for sending and supplying documents and information to him. A document sent in electronic form is to be treated as returned undelivered if the sender receives notification that it was not delivered to the address to which it was sent.

81. Notices by advertisement

If as a result of the suspension or curtailment of postal services in any part of the United Kingdom or for any other reason outside the Company's control it is unable to give notice by post of a general meeting to each person entitled to receive it in hard copy form at a postal address in the United Kingdom, the Company:

(i) need only give notice of a general meeting to those members with whom the Company can give notice by electronic means;
(ii) shall advertise the notice in at least two leading daily newspapers widely circulated in hard copy form in the United Kingdom;
(iii) shall state in that advertisement that the notice will be available on its website until the conclusion of the meeting; and
(iv) shall send confirmatory copies of the notice by post to those members who would otherwise have been entitled to receive it in hard copy form if, at least seven days before the meeting, the posting of notices to addresses throughout the United Kingdom again becomes practicable.

COMPANY DOCUMENTS

82. Seals

Any Seal may be used only by the authority of the Board or of a committee of the Board. The Board may decide who is to sign an instrument to which the Seal is to be affixed. Subject as otherwise provided in these Articles or by any resolution of the Board or any Board committee dispensing with any requirement in this Article for a signature, any instrument to which the Seal is affixed shall be signed by at least one Director and by the Secretary or by at least two Directors or by one Director in the presence of a witness who attests the signature or such other person or persons as the Board may approve.

83. Document destruction

(A) The Company may delete or destroy:
(i) any share certificate or other evidence of title to shares which have been cancelled after one year from the date of such cancellation;
(ii) any mandate for the payment of dividends or other amounts or any variation or cancellation of such mandate or any other instruction concerning the payment of monies or any notification of change of name or address after two years from the date such mandate, variation, cancellation or notification was recorded by the Company;
(iii) any instrument or other evidence of a transfer or an allotment of shares which has been registered after six years from the date of registration;
(iv) any instrument of proxy which has been used for the purpose of a poll after a period of one year from the date of use;
(v) any instrument of proxy which has not been used for the purpose of a poll after a period of one month from the end of the meeting to which the instrument of proxy relates; and
(vi) any other document on the basis of which an entry in the Register is made after six years from the date an entry in the Register was first made in respect of it,

and the Company may delete or destroy any such document earlier than the relevant date, provided that a permanent record of the document is made which is not destroyed before that date.

(B) It shall be conclusively presumed in favour of the Company that every entry in the Register of Members purporting to have been made on the basis of a document deleted or destroyed in accordance with this Article was properly made, that every instrument of transfer so destroyed was a valid and effective instrument of transfer and properly made, that every share certificate so destroyed was valid and properly cancelled and that every other document so deleted or destroyed was valid and effective in accordance with the recorded particulars in the records of the Company, provided that:
(i) this Article shall apply only to the destruction of a document in good faith and without express notice of any claim (regardless of the parties to it) to which the document might be relevant;
(ii) nothing in this Article imposes on the Company any liability in respect of the destruction of any such document otherwise than as provided for in this Article which would not attach to the Company in the absence of this Article; and
(iii) references in this Article to the deletion or destruction of any document include references to its disposal in any manner.

UNTRACED MEMBERS

84. Sale of shares

(A) The Company may sell any shares ("untraced shares") registered in the name of a particular member (an "untraced member") on such basis and in such manner as it may decide if:
(i) during the period (the "initial holding period") of 12 years before the sending of an intended sale notice (as defined below):
- (a) the shares have been registered in that member's name and held in the same form (certificated or uncertificated) throughout; and
- (b) the Company has paid at least three cash dividends in respect of shares of the same class;
(ii) at least one cash dividend was paid in respect of shares of the same class in the first twelve months of the initial holding period;
(iii) before sending the intended sale notice, the Company made tracing enquiries for the purpose of contacting that member which the Board considers to be reasonable and appropriate in the circumstances;
(iv) the Company has sent a notice (an "intended sale notice") to that member at his registered address or at his last known address stating the Company's intention to sell the shares in accordance with this Article; and
(v) during the initial holding period and in the three months following the sending of the intended sale notice:
- (a) the Company did not receive, so far as the Board is aware, any authenticated communication from that member or any cash payment from him or from a third party on his behalf in respect of the allotment of any shares; and
- (b) no dividend on the shares was cashed and no dividend was paid on them through a completed funds transfer.
(B) Any additional shares issued in respect of untraced shares during the initial holding period or in the three months following the sending of the intended sale notice under a capitalisation issue or in any other circumstances not requiring or involving any act of acceptance or election or payment by or on behalf of the untraced member may be sold in accordance with this Article as if they were untraced shares and as if they had been held by the untraced member for the duration of the initial holding period, so long as the additional shares:
(i) were first registered in the untraced member's name and remain registered in that name; and
(ii) have always been held in the same form (certificated or uncertificated) as the untraced shares.
(C) Any sale of untraced shares, or any additional shares or transmission shares (as referred to elsewhere in this Article), in accordance with this Article must be made between three and five months following the sending of the intended sale notice. To give effect to such a sale, the Board may authorise a person to sign an instrument of transfer of shares in the name and on behalf of the untraced member to the purchaser or as the purchaser may direct or, for uncertificated shares, exercise any power conferred on it under these Articles to effect their transfer.
(D) The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to in the previous paragraph is effective as if it had been signed or exercised by the untraced member.
(E) No communication received by the Company:
(i) in relation to any shares more the three months following the sending of an intended sale notice will prevent the Company from selling them under this Article; or
(ii) from any person other than the untraced member will prevent the Company from selling that member's shares under this Article.
(F) The proceeds of any sale under this Article will belong to the Company. The Company shall account to the untraced member for the net proceeds of such sale by carrying all monies in respect of the sale to a separate account. The Company will be a debtor to, and not a trustee for, the untraced member in respect of an amount equal to such monies (the "sale debt"). Monies carried to such separate account may either be employed in the business of the Company or invested as the Board may think fit. No interest will be payable to the untraced member in respect of the sale debt. The Company will be released from all its obligations to the untraced member or any other person in respect of the sale debt if the Company does not receive any valid claim in respect of it by the sixth anniversary of the date of the registration of the transfer of the shares pursuant to such sale.

CHANGE OF NAME

85. Change of name

The Board may pass a resolution to change the Company's name.

AI Terminal

Morgan Advanced Materials PLC

4597_rns_2020-04-27_e29e227f-3bf9-41ef-9a34-e2bc3ec39dfe.pdf

THE COMPANIES ACTS

PUBLIC COMPANY LIMITED BY SHARES

MORGAN ADVANCED MATERIALS PLC

ARTICLES OF ASSOCIATION

THE COMPANIES ACTS

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

MORGAN ADVANCED MATERIALS PLC

PRELIMINARY

1. Definitions

(B) In these Articles:

2. Model articles excluded

3. Limited liability

4. Trusts not recognised

FORM OF SHARES

5. Certificated shares

6. Uncertificated shares

NEW SHARES

7. Allotment

8. Consolidation and division

SHARE TRANSFERS

9. Form

10. Right to refuse registration

11. Renunciation of allotments

12. General

TRANSMISSION OF SHARES

13. Recognition of transmission

14. Notices following recognition

15. Rights on transmission

16. Elections following transmission

17. Death of a member

GENERAL MEETINGS

18. Convening general meetings

19. Notice

20. Rearranged meetings

21. Meetings at more than one location

22. Security and order

23. Attendance

24. Chairman

25. Quorum

26. Amendment to resolutions

27. Adjournments

28. Adjourned meetings

SHARE VOTING

29. Votes of Preference Shareholders

30. Voting rights

31. Proxies

32. Taking a vote

33. Polls

34. Objection to voting errors

35. Default in disclosing share interests

CLASS RIGHTS

36. Application of profits

37. Preference dividends

38. Return of capital

39. Modification of rights

40. Class meetings

BOARD POWERS

41. Board to manage the Company's business

42. Board committees

43. Delegation

44. Voting and appointments

45. Provision for employees

46. Borrowings

Power to raise money

Mode of borrowing

Security for payment of moneys borrowed or raised

Security for payment of moneys

BOARD PROCEEDINGS

47. Chairman

48. Board meetings

49. Written resolutions

50. Validity of Board's acts

DIRECTORS

51. Number

52. Appointment

53. Removal