THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

MJ Gleeson PLC

(Revised by Special Resolution dated 13 November 2014)

L_LIVE_EMEA1.23671192v3

	Exclusion of model regulations	1
2	Interpretation	1
3	Liability of Members	3
4	Name	3
5	Share rights	3
රි	Redeemable shares	4
7	Variation of rights	5
8	Allotment of shares and sale of treasury shares	5
9	Commissions	6
10	Non-recognition of trusts and other equitable interests	1
11	Share warrants	1
12	Share certificates
13	Shares in uncertificated form	8
14	Lien	9
15	Calls on shares	9
16	Forfeiture of shares	10
17	Disclosure of interests	12
18	Transfer of shares	13
19	Transmission of shares	15
20	Untraced shareholders	15
21	Fractions of shares	17
22	General meetings	17
23	Notices of general meetings	17
24	Proceedings at general meetings	18
25	Amendments to resolutions	20
26	Method of voting and demand for poll	20
27	Votes of Members	21
28	Proxies	23
ਨਰੇ	Number of Directors and shareholding qualification	25

30	Appointment and removal of Directors	25
31	Remuneration of Directors	26
32	Additional remuneration and expenses	26
33	Executive Directors	26
34	Disqualification of Directors	. 26
35	Rotation of Directors	27
રૂદ	Alternate directors	28
37	Directors' interests	29
38	Powers of the Board	34
39	Delegation of Board's powers	34
40	Directors' gratuities and pensions	રૂક
41	Borrowing powers	35
42	Proceedings of the Board	41
43	Secretary	43
র্বা	The seals	43
45	Authentication of documents	43
46	Dividends and other payments	43
47	Reserves	47
48	Capitalisation of reserves and profits	47
49	Avoidance of discounts on exercise of employees' share options	48
50	Books, records and registers	ਕਰ
51	Accounting records	49
52	Service of documents and other information	49
53	Destruction of documents	51
54	Secrecy	52
રેક	Employees	52
56	Winding up	ર્દિક
57	Indemnity	રે રે
58	Insurance	54

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

MJ Gleeson PLC

(Adopted on Incorporation)

ー Exclusion of model regulations

1 1 No regulations set out in any statutory instrument concerning companies shall apply as regulations or articles of the Company

2 Interpretation

2 1 In these Articles unless the context otherwise requires

"2006 Act" means the Companies Act 2006, as amended

"these Articles" means these articles of association in their present form or as from time to time altered

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

"Authenticated" means (subject to section 1146 of the 2006 Act) authenticated in such manner as the Board may in its absolute discretion determine

"Board" means the board of Directors from time to time of the Company or the Directors present at a meeting of Directors at which a quorum is present

"clear days" means, in relation to a period of notice, that period commencing on (but excluding) the day upon which the notice is served, or deemed served, and ending on (but excluding) the day for which it is given, or on which it is to take effect

"Companies Acts" means the 2006 Act, the Uncertificated Securities Regulations and every statute including any orders, regulations and other subordinate legislation made under it from time to time in force concerning companies insofar as the same applies to the Company

"Director" means a director of the Company

"electronic communication" means a communication in electronic form, and any other form of electronic communication, as defined by the Electronic Communications Act 2000

"electronic form" and "electronic means" have the meanings given to them in section 1168 of the 2006 Act

"Executive Director" means an Executive Chairman, Chief Executive Director, Joint Chief Executive Director, Deputy Chief Executive Director, Managing Director, Joint Managing Director or Assistant Managing Director of the Company or a Director who is the holder of any other employment or executive office (whether or not an employee) with the Company or any of its subsidiary undertakings

"hard copy form" has the meaning given to it in section 1168 of the 2006 Act

"London Stock Exchange" means London Stock Exchange plc

"Member" in relation to shares means the member whose name is entered in the Register as the holder of the shares

"Office" means the registered office of the Company

"paid up" means paid up or credited as paid up

"Register" means the register of Members of the Company

"relevant system" shall have the meaning given to it by the Uncertificated Securities Regulations

"Seal" means the common seal of the Company or any official seal that the Company may be permitted to have under the Companies Acts

"Secretary" means the secretary of the Company and includes a joint, deputy, temporary or assistant secretary and any other person appointed by the Board to perform any of the duties of the secretary

"UK Listing Authority" means the Financial Conduct Authority acting its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000

"Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001, as amended or re-enacted from time to time

2 2 In these Artıcles, a reference to

"appointment" includes reappointment

a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by attendance by one person

a person being entitled to a "share by transmission" shall be a reference to a person becoming entitled to a share under the provisions of Artıcle 19

"wnting" includes any method of representing or reproducing words in a legible and nontransitory form including (subject to the provisions of the Companies Acts) in electronic form

a share (or to a holding of shares) being in "uncertificated form" are references to a share, title to which for the time being is recorded in the Register as being held in uncertificated form and which by virtue of the Uncertificated Securities Regulations may be transferred by means of a relevant system, and references to a share (or to a holding of shares) being in "certificated form" are references to a share that is not an uncertificated share

2 3 it complies with the specifications set out in the Uncertificated Securities Regulations
2 4 Subject to Article 2 5, statutory provisions shall be construed as references to those provisions as amended or re-enacted or consolidated or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether with or without modification)
2 5 Any words or expressions in these Articles which are not defined in Article 2 1 but are defined in the Companies Acts have the same meaning as in the Companies Acts in force at the date of adoption of these Artıcles
2 6 The headings are inserted for convenience only and shall not affect the construction of these Articles
2 7 Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective

3 Liability of Members

3 1 The liability of the Members is limited to the amount, if any, unpaid on the shares in the Company held by them

4 Name

4 1

ട് Share rights

5 1 Subject to the provisions of the Companies Acts, and without prejudice to any rights attached to any shares or class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other nghts or such restnctions as the Company may by ordinary resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine
5 2 For so long as the Company has two classes of ordinary shares, those shall have the same rights, and reference to ordinary share or ordinary shares in these Articles shall be a reference to both classes of ordinary share The rights and restrictions attached to the ordinary shares of the Company, which rank equally, shall be as follows
- the holders of the ordinary shares shall be entitled to receive notice of and attend, (A) speak and vote at any general meeting of the Company in accordance with these Articles and each ordinary share shall carry one vote per share,
- (B) the ordinary shares shall have rights to receive any of the profits of the Company available for distribution by way of dividend or otherwise,
- (C) if there is a return of capital on winding-up or otherwise, the assets of the Company available for distribution among the Members shall be applied first in accordance with Article 6 2(B), second in repaying in full to the holders of the ordinary shares the amount paid up on such shares, and thereafter the holders of the ordinary

shares shall be entitled to participate in the profits and assets of the Company equally, and

(D) the ordinary shares are non-redeemable

6 Redeemable shares

6 1 they are, or at the option of the Company or the Member are liable, to be redeemed The Board may determine the terms, conditions and manner of redemption of any such shares provided it does so before the shares are allotted
6 2 The rights and restrictions attached to the 50,000 redeemable non-voting preference shares of £1 each, issued at the date of incorporation of the Company, shall be as follows
- (A) the redeemable non-voting preference shares shall carry no rights to receive any of the profits of the Company available for distribution by way of dividend or otherwise,
- (B) if there is a return of capital on winding-up or otherwise, the assets of the Company available for distribution among the Members shall be applied first in repaying in full the holder of the redeemable non-voting preference shares the amount paid up on such shares.
- (C) except as provided above, the redeemable non-voting preference shares shall not carry any right to participate in profits or assets of the Company,
- (D) subject to the provisions of the Companies Acts, the Company may redeem the redeemable non-voting preference shares at their nominal amount at any time specified by either the Directors or the holders of the redeemable non-voting preference shares, provided always that if the Company shall at any time be unable in compliance with the provisions of the Companies Acts to redeem the redeemable non-voting preference shares on the date specified by the Directors of the Company or by the holders of the redeemable non-voting preference shares, then the Company shall redeem such shares as soon as it is able to comply with such provisions of the Companies Acts, and provided that the redeemable nonvoting preference shares are redeemed no later than 19 December 2015,
- (E) on the redemption of any redeemable non-voting preference shares such redeemable non-voting preference shares shall be cancelled,
- (F) subject to the provisions of the Companies Acts, any notice of redemptron served shall specify the date fixed for redemption and upon such date the holders of the redeemable non-voting preference shares shall be bound to present the certificate in respect thereof in order that the same may be cancelled Upon such delivery the Company shall pay to such holders the amount due to them in respect of such redemption, and
- (G) the holders of the redeemable non-voting preference shares shall not be entitled to receive notice of or attend and vote at any general meeting of the Company unless a resolution is to be proposed
  - (1) to wind up the Company, or
  - (u) which varies, modifies, alters or abrogates any of the rights attaching to the redeemable non-voting preference shares

7 Variation of rights

71 Subject to the provisions of the Companies Acts, all or any of the rights for the time being attached to any class of shares may (whether or not the Company is being wound up) be varied or abrogated either with the consent in writing of the holders of not less than threequarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class
7 2 All the provisions of these Articles as to general meetings shall apply with any necessary changes to a separate general meeting of the holders of share (including the proceedings thereat) of the Company, but so that (i) the necessary quorum shall be two persons present holding or representing by proxy or representative (in the case of corporate Members) not less than one-third in nominal value of the issued shares of the class in question (excluding any treasury shares), (ii) that any holder of shares of the class in question who is present in person or by proxy or representative (in the case of corporate Members) may demand a poll, and (II) that at any adjourned meeting the quorum shall be one person present in person or by proxy or representative (in the case of corporate Members) (whatever the number of shares held by him)
7 3 The rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to, or the terms of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them

8 Allotment of shares and sale of treasury shares

8 1 Subject to the provisions of the Companies Acts and these Articles and any authorising resolutions of the Company which are for the time being in force, the shares of the Company shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times, for such consideration and upon such terms and conditions as the Board mav determine
82
(A) The Board is generally and unconditionally authorised pursuant to section 551 of the 2006 Act to exercise for each prescribed period all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount equal to the Section 551 Amount
(B) The Board shall be empowered during each prescribed penod to allot equity securities (as defined in section 560(1) of the 2006 Act) wholly for cash in accordance with the said authority and independently of such authority to sell treasury shares (within the meaning of section 724(5) of the 2006 Act) wholly for cash as if section 561(1) of the 2006 Act did not apply to such allotment or sale provided that such powers shall be limited to the allotment or sale of equity securities
- (1) in connection with a pre-emptive issue, and
- (2) otherwise than in connection with a pre-emptive issue, up to an aggregate nominal amount equal to the section 561 Amount
8 3 For the purposes of Article 8
(A) " "pre-emptive issue" means an offer of equity securities (whether by way of rights issue, open offer or other pre-emptive basis) which is open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a date fixed by the Board in proportion (as nearly as may be) to their respective holdings of those securities (or which would be held by them if other shares or securities held by them are deemed to have been converted into equity securities in calculating the extent of their holdings or in accordance with the rights attached thereto) but subject to such exclusions or other arrangements as the Board considers necessary or expedient to deal with fractional entitlements, or directions from any holders of shares to deal in some other manner with their respective entitlements, or legal, regulatory or practical problems arısıng in any overseas territory, or under the laws or requirements of any regulatory body or stock exchange or other authority, in any territory
(B) " "prescribed period" means any period (not exceeding five years on any occasion) for which (i) any authorty conferred pursuant to Article 82(A) is conferred or renewed by ordinary or special resolution stating the Section 551 Amount, and (ii) the power conferred pursuant to Article 8 2(B) is conferred or renewed by special resolution stating the Section 561 Amount,
(C) the "Section 551 Amount" means for any prescribed penod the amount stated in the relevant ordinary or special resolution of the Company or any increased amount fixed by ordinary or special resolution,
(D) the "Section 561 Amount" means for any prescribed period the amount stated in the relevant special resolution,
(E) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any secunties into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights,
(F) the Company may before the expiry of any prescribed period or before any revocation or amendment of such authority make an offer or agreement which would or might require shares to be allotted or rights to be granted to subscribe for or convert any security into shares or treasury shares to be sold after expiry of the prescribed period or any such revocation or amendment and the Board may allot or grant such rights or sell such shares in pursuance of any such offer or agreement as if the power to do so had not expired or been revoked or varied,
(G) any authority conferred pursuant to Article 8 2(A) shall be capable of revocation or variation by ordinary or special resolution and of renewal by ordinary or special resolution for a period not exceeding five years, and
(H) any power conferred pursuant to Article 8 2(B) shall be capable of revocation or variation by special resolution and of renewal by special resolution for a period not exceeding five years

9 Commissions

9 1 The Company may exercise all powers of paying commissions or brokerage conferred or permitted by the Companies Acts and any commission or brokerage may be satısfied by the payment of cash or by the allotment of fully or partly pard shares or partly in one way and partly in the other

10 Non-recognition of trusts and other equitable interests

10 1 Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share, including a share warrant or any right to a share, upon any trust and (except only as otherwise provided by these Articles or as ordered by a court of competent jurisdiction or as required by law) the Company shall not be bound by or required to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other right in respect of any share except an absolute right of the registered Member to the whole of the share

11 Share warrants

11 1 The Company may, with respect to any fully pard shares, Issue a share warrant stating that the bearer of the share warrant is entitled to the shares specified in it and may provide (by coupons or otherwise) for the payment of future dividends or other moneys on the shares included in a share warrant
11 2 The powers referred to in this Article 11 may be exercised by the Board, which may determine and vary the conditions on which share warrants shall be issued, and in particular the conditions on which
- (A) a new share warrant or coupon will be issued in place of one damaged, defaced, worn out, lost or destroyed (provided that no new share warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed),
- (B) the bearer of a share warrant shall be entitled to receive notice of and to attend, vote and demand a poll at, general meetings,
- dividends will be paid, and (C)
- (D) a share warrant may be surrendered and the name of the holder entered in the Register in respect of the shares specified in the share warrant
11 3 Subject to the conditions in Article 11 2 and to these Articles, the bearer of a share warrant shall be deemed to be a Member for all purposes The bearer of a share warrant shall be subject to the conditions for the time being in force and applicable thereto, whether made before or after the issue of such share warrant

Share certificates 12

12 1 Every person (except a stock exchange nominee in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) whose name is entered as a holder of any shares in certificated form in the Register shall be entitled, without payment, to receive within two months after allotment of a transfer (or within such other period as the terms of issue shall provide) or, if earlier, within such period as is required by the rules of the London Stock Exchange from time to time, one certificate for all such shares of any one class
12 2 The Company shall in no case be bound to register more than four persons as the joint holders of any share In the case of a share held jointly by several persons delivery of a certificate to one of several joint holders shall be sufficient delivery to all
12 3 The Company may deliver a certificate to the broker or agent who is, or appears to be, acting for the registered holder, and this shall be equivalent to delivery to the holder
12 4 A Member (except such a nominee as referred to in Article 12 1) who has transferred some of the shares comprised in his registered holding shall be entitled to a certificate for the balance without charge
12 5 Every certificate shall specify the shares to which it relates and the amount paid up thereon Every certificate shall be issued under a Seal or in such manner as the Board shall decide (which may include manual or facsımile sıgnatures by one or more directors)
12 6 Any two or more certificates representing shares of any one class held by any Member may at his request be cancelled and a single new certificate for such shares issued in lieu on surrender of the original centricates for cancellation but the Company may charge to the Member any expenses or fees thereby incurred
12 7 If any Member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Board may, if it thinks fit, comply with such request and may charge to the Member any expenses or fees thereby incurred
12 8 If a share certificate is defaced, worn out, lost or destroyed it may be replaced without fee but on such terms (if any) as to evidence and on such indemnity being given as the Board shall require and on payment of any exceptional out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in the case of defacement or wearing out, on delivery of the old certificate to the Company

13 Shares in uncertificated form

13 1 If the Companies Acts allow, the Company may issue shares and other securities which do not have certificates, including shares in uncertificated form
13 2 The Company may also allow any shares and other securities to be transferred in uncertificated form by the use of a relevant system, or such other systems as may hereafter hecome available
13 3 Shares in certificated form can be converted into shares in uncertificated form and vice versa, in such manner as the Board may, in its absolute discretion, think fit but the Board shall comply with the Uncertificated Securities Requirations and the requirements of the relevant system in relation to such conversion
13 4 The Company shall enter on the Register how many shares are held by each Member in uncertificated form and in certificated form and shall maintain the Register, in the former case, as is required by the Uncertificated Securities Regulations and the relevant system concerned Unless the Board otherwise determines, holdings of the same holder or joint holders in certificated form and in uncertificated form shall be treated as separate holdings
13 5 A class of share shall not be treated as two classes of share by virtue only of that class compnsing both shares in certificated form and shares in uncertificated form or as a result of any provision of these Articles or the Regulations which apply only in respect of shares In certificated form or in respect of shares in uncertificated form
13 6 If the Company has any uncertificated shares in Issue, these Articles will to apply to those shares but only so far as they are consistent with
- (A) holding shares in uncertificated form,
- transferring ownership of those shares by using a relevant system, and (B)
- (C) the provisions of the Companies Acts relating to shares held in uncertificated form
13 7 Subject to the Uncertificated Securities Regulations and the requirements of the relevant system, the Board may make such arrangements as it thinks fit in relation to the issue, holding and transfer of uncertificated shares, the mechanics of conversion and redemption of such shares, the mechanics for payments involving a relevant system and such other provisions as the Board considers necessary for implementing and/or supplementing Article 13 and the Uncertificated Securities Regulations and the requirements of the relevant system

14 Lien

14 1 The Company shall have a first and paramount lien on every share (not being a fully paid up share) for all moneys, (whether presently payable or not), called or payable, at a date fixed by or in accordance with the terms of issue of such share, in respect of such share The Board may at any time, either generally or in any particular case, waive any lien that has arisen, or declare any share to be wholly or partly exempt from the provisions of this Article The Company's lien on a share shall extend to all dividends and other moneys pavable in respect of it
14 2 The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable and has not been pard within 14 days after a notice in writing (demanding payment of the sum presently payable and giving notice of the intention to sell ın default of such payment) has been served on the holder for the time being of the share
14 3 For the purpose of giving effect to any such sale the Board may, if the share is in certificated form, authorise any person to transfer the share sold to, or in accordance with the directions of, the purchaser If the share is in uncertificated form, the Board may do everything necessary to transfer the share under the Uncertificated Securities Regulations The transferee shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, and his title to the share shall not be affected by any irregularity or invalidity in the proceedings relating to the sale
14 4 The net proceeds of the sale by the Company of any share on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is then payable Any residue shall, in the case of shares held in certificated form, upon surrender to the Company for cancellation of the certificate for the share sold and, whether the share sold is in certificated or uncertificated form, subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale, be paid to the person entitled to the share at the time of the sale

Calls on shares 15

15 1 Subject to the terms of allotment, the Board may from time to time make calls upon the Members or persons entitled to a share by transmission in respect of any moneys unpaid on their shares (whether on account of nominal amount or premium) A call may, before

receipt by the Company of a sum due thereunder, be revoked or postponed in whole or in part as the Board may determine

15 2 Each Member or person entitled to a share by transmission shall (subject to the Company giving him at least fourteen days' notice specifying the amount, time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares A Member or person entitled to a share by transmission shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made
15 3 A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed
15 4 The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share
15 5 If a sum called in respect of a share shall not be paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day it became payable to the time of actual payment at such rate, not exceeding (unless the Company by ordinary resolution shall otherwise direct) 25 per cent per annum, as the Board shall decide, but the Board shall be at liberty to wave payment of such interest wholly or in part
15 6 Any sum which, by the terms of allotment of a share, becomes payable on allotment or at any fixed date, whether on account of the nominal amount of the share or by way of premium or as an instalment of a call, shall for all the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which, by the terms of allotment, the same becomes payable In the case of non-payment, all relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified
15 7 The Board may on the allotment of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment
15 8 The Board may, if it thinks fit, receive from any Member or person entitled to a share by transmission willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate, not exceeding (unless the Company by ordinary resolution shall otherwise direct) 15 per cent per annum, as may be agreed upon between the Board and the Member or person entitled to a share by transmission paying such sum in advance, but the Member shall not be entitled to participate in any dividend or other distribution subsequently declared in respect of any period prior to the date on which the sum would have been payable by virtue of such advance

16 Forfeiture of shares

16 1 If a Member or person entitled to a share by transmission falls to pay any call or instalment of a call on or before the day appointed for payment thereof the Board may, at any time thereafter during such time as any part of such call or instalment remains unpaid, seve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment

16 2 The notice shall name a day (not being less than fourteen days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the notice was given will be liable to be forfeited The Board may accept the surrender of any share liable to be forfeited under the Articles and, in such case, references in these Articles to forfeiture shall include surrender.
16 3 If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before payment of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the Board Forfeiture shall include all dividends or other moneys payable in respect of the forfeited share and not paid before the forfeiture
16 4 When any share has been forfetted, notice of the forfeiture shall be served on the person who was before forfeiture the holder of the share or the person entitled to the share by transmission (as the case may be) Where the share is in certificated form, an entry stating that notice having been given and the date of forfeiture shall promptly be made in the Register opposite the entry of the share, but no forfeiture shall be invalidated by any omission or neglect to give such notice or to make such entry
16 5 Subject to the Companies Acts, a forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit
16 6 The Company may receive the consideration (if any) given for the share on the sale, reallotment or disposition thereof and the Board may, if necessary, authorise some person to execute an instrument of transfer of a forfeited share in certificated form or, in the case of a share in uncertificated form, to take such steps in the name of the holder as may be necessary to transfer the share, to any other person who shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share - The person who becomes registered as the holder of the share shall be discharged from all calls made before such sale, re-allotment or disposal of the share
16 7 A person whose shares are forfetted shall thereupon cease to be a Member in respect of the forfetted shares, and shall surrender to the Company for cancellation any certificate for the shares forfeited, but shall, notwithstanding the forfeture, remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at the rate of 25 per cent per annum (or such lower rate as the Board may determine) from the date of forfeiture until payment The Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal or may waive payment in whole or in part
16 8 A statutory declaration in writing by a Director or the Secretary of the Company that a share has been duly forfetted on the date stated in the declaration shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share
16 9 The forfeiture of a share shall involve the extinction at the time of forfeiture of all interests in and all claims and demands against the Company in respect of that share and all other rights and liabilities incidental to that share as between the holder of that share and the

CORPORATE/013380-08091/EJB/JMSA ps8(LDN7W23300)

Company, except only such of those rights and liabilities as are by these Articles expressly saved, or as are by the Companies Acts given or imposed in the case of past Members

17 Disclosure of interests

17 1 Where a Member or any person appearing to be interested in any shares in the Company has been served with a notice under section 793 of the 2006 Act (a "793 Notice") and the Company has not, within the period specified in the 793 Notice, which shall not be less than 14 days from service or deemed service of the notice, (or such further period as the Board may in its discretion allow), received the information required by the 793 Notice in respect of any shares (in this Article called the "Relevant Shares") the Board may by notice in writing (a "Direction Notice") impose on the registered holder of the Relevant Shares (in this Article called the "Relevant Member") any or all of the sanctions set out In, and in accordance with, Article 17 2
17 2 The sanctions referred to in Article 17 1 are
- (A) shares of any class (calculated on the basis that treasury shares are ignored)
  - (1) In respect of the Relevant Shares the Relevant Member shall have no right to attend or vote at any general meeting of the Company or at any separate general meeting of the holders of any class of shares or to exercise any other right in relation to any meeting of the Company or any class of shareholders thereof, and/or
  - (2) in respect of the Relevant Shares, the Relevant Member shall have no right to receive any dividend, and/or
  - (3) the Board may decline to register any transfer of Relevant Shares other than an approved transfer For the purposes of this Article an approved transfer is a transfer pursuant to (i) a sale to a genuine unconnected third party such as a sale through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000) or an overseas exchange or (i) acceptance of a takeover offer (as defined in section 974 of the 2006 Act), and
- (B) in any other case the sanction referred to in Article 17 2(A)(1)
17 3 The Board shall not have an obligation to impose any sanctions pursuant to this Article and any imposition of sanctions may, subject to the provisions of this Article, be made on such terms and subject to such conditions as the Board may think fit The Board's power to impose sanctions shall not be prejudiced at any time by indulgence granted to any person or by any delay in serving a Disclosure Notice or in determining to impose sanctions The Board may at any time and from time to time exclude any Relevant Shares from the sanctions or cancel or suspend or vary the sanctions imposed by it but so that the sanctions as so varied shall not include any sanction that could not have been imposed when such sanctions were first imposed by it
17 4 A Direction Notice shall be given by the Company to the Relevant Member and to any other person (whose failure to comply with the Disclosure Notice was taken into account by the Board in determing to impose such sanctions) at his last known address, or where such notice is in electronic form to an address notified to the Company by such other person, but the non-receipt of such notice by any person entitled thereto shall not invalidate the sanctions
17 5 Any sanctions imposed pursuant to this Article shall cease to apply after such period (not exceeding seven days) as the Board may specify after
- (A) the Board is satisfied that the Company has received the information required by the 793 Notice, or
- (B) receipt by the Company of notice of an approved transfer of the Relevant Shares
176 Where the Company has withheld payment of any dwidend in respect of any Relevant Shares (and any other shares of the Company held by the Relevant Member) pursuant to sanctions imposed in accordance with Article 17 2(A)(2), such dividend shall be paid to the person who would, but for such sanctions, have been entitled thereto, or as he may direct as soon as reasonably practicable after the sanctions shall have ceased to apply, but the Company shall not be obliged to account for any interest thereon whether or not such interest has been earned
17 7 Where any securities are issued pursuant to any rights issue or capitalisation issue in right of any Relevant Shares, the Board may determine that the Relevant Member is subject to sanctions in respect of such securities as if those securities were Relevant Shares If the Board so determines it will give notice in writing of the determination to the Relevant Member
17 8 For the purposes of this Article a person shall be treated as appearing to be interested in any shares if the Member holding the shares has given to the Company a 793 Notice which either (i) states that that person is so interested or (ii) fails to establish the identities of those interested in the shares and if (after taking into account the said notification and any other relevant notification or information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares
17 9 For the purposes of this Article the Company shall not be treated as having received the information required by the 793 Notice in circumstances where the Board knows or has reasonable cause to believe that the information provided is false or materially incorrect
17 10 In the event of any confict between the provisions of this Article and any other Article the provisions of this Article shall prevail
17 11 This Article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the Company arising from any failure by any person to give any information required by a Disclosure Notice within the time specified in it

18 Transfer of shares

18 1 Subject to such of the restrictions of these Articles as may be applicable, any Member may transfer all or any of his shares held in certificated form by an instrument of transfer in the usual or common form or in any other form which the Board may approve
18 2 The instrument of transfer of a share held in a certificated form shall be signed by or on behalf of the transferor and (in the case of a partly paid share) the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof All instruments of transfer, when registered, may be retained by the Company
18 3 The transfer of a share in uncertficated form must be made in accordance with and subject to the Uncertificated Securities Regulations and arrangements of

the relevant system and in accordance with any arrangements made by the Board pursuant to Article 13

18 4 The Board may, in its absolute discretion, decline to register any transfer of a share in certificated form that is not a fully pard up share or on which the Company has a lien provided that in the case of shares admitted to the Official List of the UK Listing Authority, or AIM, a market operated by London Stock Exchange plc, such discretion may not be exercised in such a way as to prevent dealings in the shares from taking place on an open and proper basıs
18 5 No transfer of any share shall be made to a bankrupt or person who is mentally disordered or a patient for any purpose of any statute relating to mental health
18 6 The Board may also refuse to register any transfer unless
- (A) in the case of a share in certificated form, the instrument of transfer, duly stamped, if required, is lodged at the Office (or at such other place as the Board may decide) accompanied by the certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer,
- (B) in the case of a share in certificated form, the instrument of transfer is in respect of only one class of share,
- (C) in the case of a transfer to joint holders of a share in certificated or uncertificated form, the number of joint holders to whom the share is to be transferred does not exceed four, and
- (D) in the case of a share in uncertificated form, the Uncertificated Securities Regulations do not allow it
18 7 If the Board refuse to register a transfer it shall send to the transferee notice of the refusal together with reasons for the refusal
- (A) any event by such time as is the earlier of (1) the time required by the rules of the London Stock Exchange in force for the time being or (2) the expiration of two months after the date upon which the instrument of transfer was lodged, and
- (B) in the case of a share in uncertificated form, as soon as reasonably practicable but in any event within two months of the Company receiving properly authenticated "dematerialised instructions" attributable to Euroclear UK & Ireland Limited (previously named CRESTCo Limited) to update the Register to show the transferee as the holder thereof
188 No fee shall be charged by the Company for registering any transfer or any document relating to or affecting the title to any share, or otherwise making any entry in the Register affecting the title to any share
18 9 Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment of any share by the allottee in favour of some other person

19 Transmission of shares

19 1 If a Member dies, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or the only surviving holder, shall be the only persons recognised by the Company as having any title to his shares Nothing contained in these Articles shall release the estate of a deceased Member from any liability in respect of any share held by him, whether solely or jointly with other persons
192 Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member or otherwise by operation of law may, subject as provided in this Article and upon such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have some person nominated by him registered as the transferee thereof and the Company shall make no charge for such registration If the person elects to be registered himself, he shall give the Company notice in writing to that effect If the person elects to have his nominee registered, he shall signify his election by signing an instrument of transfer of the share in favour of his nominee All the ilmitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall apply to any such notice or instrument of transfer as if the death or bankruptcy of the Member or other event giving rise to the transmission had not occurred and the notice or ınstrument of transfer were signed by such Member
19 3 Where a person becomes entitled to a share in consequence of the death or bankruptcy of a Member or otherwise by operation of law, the rights of the Member in relation to that share shall immediately cease A person becoming entitled to a share in consequence of the death or bankruptcy of a Member or otherwise by operation of law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Member until he shall have become registered as the holder thereof
19 4 The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within 60 days the Board may thereafter withhold payment of all dividends and other moneys payable in respect of the share until the regurements of the notice have been compleed with

Untraced shareholders 20

20 1 The Company may sell, at the best price reasonably obtainable, any share of a Member or any share to which a person is entitled by transmission if and provided that
- (A) for a period of 12 years (ending with the date of publication of the advertisements referred to in Article 20 1(B) (or, if published on different dates, on the first date)) at least three cash dividends have become payable during that period in respect of those shares and no cheque or warrant sent by the Company (in the manner authorised by these Articles) has been cashed and no cash dividend payable on the share has been satisfied by the Company by the transfer of funds to a bank account designated by the Member or person entitled by transmission to the share and no communication has been received by the Company from the Member or the person entitled by transmission, and
(B) the said period of 12 years by advertisement in both a leading national newspaper and in a newspaper circulating in the area of the last known address of such Member or other person or the address at which notice must be given in accordance with these Articles, and
during the further period of three months after the date of publication of the (C) advertisements (or the date on which the last of the two advertisements is published if published on different dates) the Company has not received any communication from the Member or person entitled by transmission and the Member or person entitled by transmission has not cashed any cheque or warrant or had funds transferred into his bank account in respect of dividends in the manner set out in Article 20 1(A), and
(D) if any securities of the Company are admitted to listing by the UK Listing Authority or admitted to trading on the Alternative Investment Market, the Company has first given notice in writing to the London Stock Exchange of its intention to sell such shares
20 2 To give effect to any such sale the Board may
- (A) in the case of a share in certificated form appoint any person to execute as transferor an instrument of transfer of such share and such instrument of transfer shall be as effective as if it had been executed by the Member or person entitled by transmission to such share, and
- (B) in the case of a share in uncertificated form do whatever it considers necessary to transfer the share and such action shall be as effective as if it had been done by the Member or person entitled by transmission to such share The purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale
20 3 The Company shall account to the Member or person entitled by transmission to such share for the net proceeds of such sale by transferring all moneys in respect thereof to a separate account in the name of such Member or other person which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such Member or other person and shall upon the request of the Member or the person entitled by transmission to the share, pay such moneys to hım Moneys credited to such separate account may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company, if any) as the Board may from time to time think fit The Company shall not be required to account to the former Member or person entitled by transmission to such share for any interest or other moneys earned on the net proceeds of such sale
20 4 If during the period of 12 years referred to in Article 20 1(A) or during the period of three months referred to in Article 20 1(C) or during any intervening period further shares have been issued in respect of those held at the beginning of the 12 year period or of any previously so issued during such periods and all of the requirements of Articles 20 1(A) to 20 1(C) inclusive have been met in respect of such further shares on the basis that all references to the 12 year period shall be deemed to be references to the entire period in which all such further shares have been in issue and on the basis that the proviso to Article 20 1(A) shall not apply to such further shares, then the Company may also sell such further shares under Artıcle 20 2

21 Fractions of shares

21 1 Whenever as a result of a consolidation or subdivision of shares any Members would become entitled to fractions of a share, the Board may deal with the fractions as it thinks fit In particular, the Board may issue fractional certificates or sell the shares representing fractions and distribute the net proceeds of sale in due proportion among the Members who would have been entitled to the fractions or, if permitted, retain such net proceeds for the benefit of the Company The Board may authorise a person to transfer the shares representing fractions to the purchaser thereof who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any ırregularity or invalidity in the proceedings relating to the sale
21 2 So far as the Companies Acts allow, the Board may treat shares of a Member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation or subdivision and representing fractional entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof

22 General meetings

22 1 The Board shall convene and the Company shall hold general meetings and annual general meetings in accordance with the requirements of the Companies Acts at such times and places as the Board shall appoint Any general meeting of the Company other than an annual general meeting shall be called a general meeting
22 2 The Board may, whenever it thinks fit, and in accordance with the Companies Acts, convene a general meeting and, on the requisition of Members under the Companies Acts, shall promptly convene a general meeting in accordance with the Companies Acts and if it shall fail to do so within the time allowed by the Companies Acts, any of the requiritionists may do so If sufficient Directors are not within the United Kingdom to call a general meeting, any Director or Member may call a general meeting

Notices of general meetings 23

23 1 An annual general meeting shall be called by not less than 21 clear days' notice Subject to the Companies Acts, all other general meetings shall be called by not less than 14 clear days' notice
23 2 The notice shall specify the information required by the Companies Acts, including the place, date and time of meeting and the general nature of the business to be transacted, with reasonable prominence a statement that a Member is entitled to appoint one or more proxies (provided that each proxy is appointed to exercise the rights attached to different shares) to attend, speak and vote instead of him, and that a proxy need not be a Member of the Company, a notice convening an annual general meeting shall specify the meeting as such, and a notice convening a meeting to pass a special resolution shall state the intention to propose the resolution as a special resolution and the text of the resolution
23 3 Subject to the provisions of the Companies Acts, notice of every general meeting shall be qiven to all Members, other than to any Member who, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to every Director and to the Auditors
23 4 The accidental omission to give notice of a meeting or send any other notice or circular relating thereto or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of any of those

documents by, any person entitled to receive such not invalidate the proceedings at that meeting

23 5 If the Board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, or on the date or at the time or place to which the general meeting has been postponed under this Article 23, or has been adjourned, it may postpone the meeting to another date, time or place When a meeting is postponed for 30 days or more not less than seven clear days' notice of the postponed meeting shall be given in the same manner as it was given for the original meeting Otherwise, when a meeting is postponed, notice of the date, time and place of the postponed meeting shall be placed in at least two national newspapers crculating throughout the United Kingdom Save as aforesaid, it shall not be necessary to give any notice of the postponed meeting

Proceedings at general meetings 24

24 1 The Board and the chairman of any meeting may at any meeting take such action (including altering the arrangements for the meeting) as it or he (in its or his absolute discretion) considers to be appropriate to ensure the safety of those attending the meeting and so as to enable the persons present adequately to hear the proceedings of the meeting and to speak and vote on the matters before the meeting or to reflect the wishes of the majority of the meeting In making such arrangements, the chairman of the meeting may alter the arrangements made by the Board
24 2 Arrangements made under Article 24 1 may include arrangements for persons entitled to attend the meeting to do so by attending at a place of places other than the place specified in the notice of meeting at which the chairman of the meeting is to preside (the "Principal Place"), provided that persons attending at the Principal Place and at such other place or places are able to participate in the business of the meeting, and to hear and see all persons who speak at the Principal Place or such other places (whether by means of microphones, loudspeakers, audio-visual equipment or otherwise) and when speaking may be heard and seen by all other persons present at the Principal Place and every other place or places
24 3 The Board or the chairman of the meeting may implement, at general meetings or any separate meetings of the holders of any class of share of the Company, such searches or security arrangements as it or he shall consider appropriate Such arrangements may include a requirement to require any person attending the meeting not to it any item which might be used to disrupt the meeting or which might be a security risk The Board and the chairman of the meeting shall be entitled to refuse entry to the meeting or efect from the meeting any person who does not submit to such searches, fails to comply with such security arrangements or who disrupts the orderly conduct of the meeting
24 4 Where a meeting is adjourned any arrangements made in respect of that meeting under Articles 24 1 to 24 3 inclusive shall not apply to the adjourned meeting unless the Board otherwise resolves and the power of the Board to make any such arrangements shall apply to any adjourned general meeting Different arrangements from those which applied to the original meeting may be made for an adjourned meeting
24 5 No business, other than the appointment of a chairman, shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business Save as otherwise provided by these Articles, two qualifying persons present at a meeting and entitled to vote on the business to be dealt with are a quorum, unless
(A) each is a qualifying person only because he is authorised under the Companies Acts as a representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or
(B) each is a qualifying person only because he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member

For the purposes of this Article a "qualifying person" means (i) an individual who is a Member of the Company, (II) a person authorised under the Companies Acts to act as a representative of the corporation in relation to the meeting, or (ui) a person appointed as proxy of a Member in relation to the meeting

24 6 If within five minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wart) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of the Members, shall be dissolved In any other case, it shall stand adjourned to such other day (not being less than 10 clear days thereafter) and at such time or place as the chairman of the meeting may determine and the Company shall give not less than seven clear days' notice in writing of the adjourned meeting (but otherwise complying with Article 23) At the adjourned meeting one Member (whatever the number of shares held by hım) present in person or by proxy or representative (in the case of corporate Members) shall be a quorum
24 7 Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate meeting of the holders of any class of shares in the Company The chairman of the meeting may invite any person (whether a Member or not) to attend the whole or any part of a general meeting and to speak at the meeting insiders such person able to assist in discussions at the meeting by reason of knowledge or experience of the Company's business
24 8 The chairman (if any) of the Board or, in his absence, a deputy chairman (if any) shall preside as chairman of the general meeting if there is no such chairman or deputy chairman, or if at any meeting neither the chairman nor a deputy chairman is present within five minutes after the appointed for holding the meeting, or if none of them is willing to act as chairman, the Directors present shall choose one of their number to act or, if one Director only is present, he shall preside as chairman if willing to act If no Director is present, or if each of the Directors present declines to take the chair, the Members present in person or by proxy or by corporate representative and entitled to vote shall elect one of their number to be chairman
24 9 The chairman of the meeting shall take such action as he thinks fit to promote the orderly conduct of the meeting The decision of the chairman of the meeting on points of order, matters of procedure or arising incidentally out of the business of the meeting shall be final and conclusive, as shall be his determination, acting in good faith, as to whether any point or matter is of such a nature
24 10 The chairman may, at any time, without the consent of the meeting, adjourn any meeting (whether or not it has commenced or a quorum is present) to a later time on the same day or on a later day and either to the same or another place where it appears to him that
- (A) the Members wishing to attend cannot conveniently be accommodated in the place(s) appointed for the meeting,
- (B) the conduct of persons present prevents, or is likely to prevent, the orderly continuation of business, or

(C) an adjournment is otherwise necessary so that the business of the meeting may properly be conducted
24 11 The chairman may, with the consent of any meeting at which a quorum is present (and shall if so drected by the meeting), adjourn the meeting to a later time on the same day or on a later day and either to the same or another place or places
24 12 No business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place When a meeting is adjourned for 30 days or more not less than seven clear days' notice of the adjourned meeting shall be given in the same manner as required for the original meeting
24 13 Save as expressly provided by these Articles it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting

25 Amendments to resolutions

25 1 If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings relating to that resolution shall not be invalidated by any error in such ruling
25 2 In the case of a resolution proposed as a special resolution, no amendment to the resolution (other than a clerical amendment to correct a patent error) may in any event be considered or voted on
25 3 In the case of a resolution duly proposed as an ordinary resolution, no amendment, (other than a clerical amendment to correct a patent error) may be considered or unless either the chairman in his absolute discretion so decides or written notice of the proposed amendment and the intention to move it has been left at the Office (or at such other place in the United Kingdom as may be specified in the notice convening the meeting or in any notice of adjournment or, in either case, in any document sent therewith) not less than 48 hours before the time appointed for the holding of the adjourned meeting at which the ordinary resolution is to be considered

Method of voting and demand for poll 26 - -

26 1 At any general meeting a resolution put to the vote shall be decided on a show of hands unless a poll is demanded before, or on the declaration of the result of, the show of hands or on the withdrawal of any other demand for a poll - Subject to the provisions of the Companies Acts, a poll may be demanded by
- (A) the chairman of the meeting, or
- (B) (except on the election of the chairman or a question of adjournment), at least five Members present in person or by proxy or by corporate representative and having the right to vote on the resolution, or
- (C) any Member or Members present in person or by proxy or by corporate representative representing not less than 10 per cent of the total voting rights of all Members having the right to vote on the resolution (excluding any voting rights attached to any shares held as treasury shares), or
- (D) any Member or Members present in person or by proxy or by corporate representative holding shares conferring a right to vote on the resolution, being

shares on which an aggregate sum has been paid up equal to not less than 10 per cent of the total sum paid up on all shares conferring that right (excluding any shares conferring a right to vote on the resolution which are held as treasury shares)

26 2 Unless a poll is demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanımously, or has been carried by a particular majority or has been lost shall be final and conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution
26 3 If a poll is demanded it shall be taken in such manner as the chairman of the meeting shall direct and he may appoint scrutineers who need not be Members The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded, even if the poll shall be carried out after the meeting
26 4 A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken at the meeting promptly A poll demanded on any other question shall be taken in such manner and either forthwith or at such time (being not later than 30 days after the date of the demand) and place as the chairman shall direct It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll
26 5 The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded The demand for a poll may be withdrawn with the consent of the chairman at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not ınvalıdate the result of a show of hands declared before the demand was made
26 6 On a poll, votes may be given either personally or by proxy or (in the case of a corporate Member) a duly authorised representative A person entitled to more than one vote on a poll need not, if he votes, use all his votes or cast all the votes he uses in the same way.

Votes of Members 27

27 1 Subject to any rights or restrictions attached to any shares, on a vote on a resolution on a show of hands
- (A) every Member who is present in person (or, in the case of a corporate member, present by a duly authorised representative) shall have one vote.
- (B) subject to paragraph (C), every proxy present who has been duly appointed by one or more Members entitled to vote on the resolution has one vote, and
- (C)
  - (1) the proxy has been duly appointed by more than one Member entitled to vote on the resolution, and
  - (2) the proxy has been instructed by one or more of those Members to vote for the resolution and by one or more other of those Members to vote against it

For the purposes of this Article 27 1, if a duly appointed proxy has received instructions from a shareholder to vote either for or against a resolution, that proxy will not be restricted from casting a second vote the other way under any discretionary voting authority he has been given by another shareholder

27 2 Subject to any rights or restrictions attached to any shares, on a vote on a resolution on a poll every Member who is present in person or by corporate representative has one vote for every share of which he is the holder
27 3 In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders For this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding
27 4 A Member in respect of whom an order has been made by any court or other authority having jurisdiction (anywhere in the world) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by any such court or other authority or pursuant to any such law Such receiver, curator bonis or other person may vote by proxy, and may otherwise act and be treated as such Member for the purposes of general meetings. provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office (or at such other place in the Unted Kingdom as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or for the taking of the poll at which it is desired to vote
27 5 No Member shall, unless the Board otherwise determines, be entitled to be present or to vote, either personally or by proxy or by corporate representative, or to be counted in a quorum, at any general meeting unless all calls or other sums presently pavable by hum y respect of shares in the Company have been paid
27 6 For the purposes of determining which persons are entitled to attend and vote at general meetings (or at a separate general meeting of the holders of any class of shares), and how many votes such persons may cast, the Company must specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend and vote at the meeting In calculating this period, no account shall be taken of any part of a day that is not a working day Changes to the Register after the so specified shall be disregarded in determining the rights of any person to attend and vote at the meeting

27 7 ال

(A) any objection shall be raised to the qualification of any voter, or
any votes have been counted that ought not to have been counted or that might (B) have been rejected, or
(C) any votes are not counted that ought to have been counted,

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs Any objection raised or error pointed out in time shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting The decision of the chairman on such matters shall be final and conclusive

27 8 The Company shall not be bound to enquire whether any proxy or corporate representative has voted in accordance with the instructions given to him by the Member he represents and if a proxy or corporate representative does not vote in accordance with the instructions of the Member he represents, the vote or votes cast shall nevertheless be valid for all purposes

28 Proxies

28 1 A Member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company A Member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the appointing Member A proxy need not be a Member
28 2 Subject to Article 28 9, the appointment of a proxy shall
- (A) authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same, or
- (B) if in electronic form, submitted by or on behalf of the appointer and Authenticated by the appointor or his attorney authorised in writing
28 3 Subject to Article 28 9, an appointment of a proxy and (if required by the Board) the power of attorney or other authonty (if any) under which it is signed or Authenticated, or a notarially certified copy of such power or authority, shall
- (A) in the case of an appointment in hard copy form, be delivered at the Office (or at such other place in the United Kingdom as may be specified in the notice convening the meeting or in any notice of any adjournment thereof or, in either case, in any document sent with the notice), or
- (B) in the case of an appointment in electronic form, be delivered to any address specified in either the notice convening the meeting, or in any notice of any adjournment thereof or, in either case, any document sent with the notice, or in any invitation in electronic form inviting the appointment of a proxy

in either case

(1) not less than 48 hours (or such shorter period as the Directors decide) before the appointed time for the meeting or adjourned meeting to which it relates,
(2) not less than 24 hours (or such shorter period as the Directors decide) before a poll which is taken more than 48 hours after the time of the meeting or adjourned meeting at which it was demanded, or
(3) before the end of the meeting at which the poll was demanded (or at such later time as the Directors decide), if the poll is taken after the end of the meeting or adjourned meeting but 48 hours or less after it was demanded
28 4 In calculating the 48 hour and 24 hour periods referred to in Articles 28 3 and 28 5 the Board may decide whether to take account of any part of a day that is not a working day

28 5 A member may terminate the authority of a person to act as proxy by notice in writing delivered to the Company (at the Office or at any other place specified by the Company for the receipt of proxy forms in the notice of meeting or adjourned meeting or, in either case, ın any document sent with the notice) not later than the last time at which a proxy form should have been received to be valid in accordance with Article 28 3
28 6 Where two or more but differing appointments of a proxy are delivered or received in respect of the same share for use at the same meeting then the one which is last received (regardless of its date or its date of execution) shall be treated as replacing and revoking the others as regards that share
28 7 The appointment of a proxy shall not preclude a Member from attending and voting in person at the meeting or on the poll concerned
28 8 No proxy shall be valid after the expiration of 12 months from its stated date of execution or delivery by electronic means
28 9 Appointments of a proxy shall be in any common form or in such other form as the Board may approve An appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit The appointment of a proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates
28 10 Without limiting any other provision of these Articles, in relation to any shares which are held in uncertificated form, the Board may from time to time
- (A) electronic form in the form of an uncertificated proxy instruction (that is a properly authenticated dematerialised instruction and/or other instruction or notification, which is sent by means of the relevant system concerned and received by the participant in that system acting on behalf of the Company as the Board may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Board (subject always to the facilities and requirements of the system concerned)), and
- (B) in a similar manner permit supplements to, or amendments or revocations of, any such uncertificated proxy instruction to be made in the same way The Board may also prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and/or other instruction or notification) is to be treated as received by the Company or such participant The Directors may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder
28 11 Any corporation which is a Member may, in accordance with the Companies Acts, by resolution of its directors or other governing body authorise such persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of any class of Members The Company may require such person or persons to produce a certified copy of the resolution before permitting them to execute their powers
28 12 A vote given or poll demanded by a proxy or by a duly authorised representative of a corporation shall be valid notwithstanding the previous death or incapacity of the principal, or revocation of the proxy appointment or of the authority under which it was executed or

delivered or revocation of the appointment of the duly authorised representative, or the transfer of the share in respect of which the vote is given or poll is demanded, unless notice in writing of such death, incapacity, revocation or transfer shall have been received by the Company in hard copy form at the Office (or such other place in the United Kingdom as may be specified for the delivery of proxy appointments in the notice convening the meeting or other document sent therewith) or, in electronic form at the address specified in accordance with Article 28 3, before the last time at which a proxy should have been delivered in order to be valid for use at the meeting or on the holding of any poll demanded at that meeting, or such later time as may be determined by the Board and set out in a notice given to Members

28 13 A demand for a poll made by a person as proxy for a Member or as the duly authorised representative of a Member which is a corporation shall have the same effect as a demand by a Member, except that for the purpose of establishing whether the requirements of Article 26 1 are met, the voting rights to be taken into account shall be the voting rights exercisable by such person in his capacity as proxy or representative of the Member and not the voting rights which may be exercised by the Member himself

Number of Directors and shareholding qualification 29 - -

29 1 Unless and until otherwise determined by ordinary resolution of the Company, the Directors (disregarding alternate Directors) shall be not less than two and not more than fifteen in number
29 2 No shareholding qualification for Directors shall be required

30 Appointment and removal of Directors

30 1 Subject to these Articles, the Company may by ordinary resolution appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Board
30 2 Subject to these Articles, the Board shall have power from time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Board Any Director so appointed by the Board shall hold office only until the next following annual general meeting and shall then be eligible for reapporntment but shall not be taken into account in determing the Directors or the number of Directors who are to retire by rotation at such meeting
30 3 The Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with the provisions of the Companies Acts, remove any Director before the expiration of his period of office and may (subject to the provisions of these Articles) by ordinary resolution appoint another person in his place Any person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last appointed a Director
30 4 No person other than a Director retiring at the meeting shall, unless recommended by the Board, be appointed a Director at any general meeting unless, not less than 7 and not more than 42 clear days before the day appointed for the meeting, there has been given to the Company notice by some Member entitled to attend and vote at the meeting (not being the person to be proposed) of his intention to propose such person for appointment and also notice signed by the person to be proposed of his willingness to be appointed

31 Remuneration of Directors

31 1 The remuneration of the Directors for their services as such (excluding amounts payable under other provisions of these Articles) shall be determined by the Board Such sum (unless otherwise directed by the resolution of the Company) shall be divided amongst the directors in such proportions and in such manner as the Board may determine or, failing such determination, equally

Additional remuneration and expenses 32 -

32 1 Each Director may also be paid all reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the Board or committees of the Board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company and shall be paid all expenses properly and reasonably by him in the conduct of the Company's business or in the discharge of his duties as a Director
32 2 Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) or may receive such other benefits as the Board or any committee authorised by the Board may determine and such extra remuneration or benefits shall be in addition to any remuneration or benefits provided for by or pursuant to any other Article

33 Executive Directors

33 1 The Board may from time to time appoint one or more of its body to be an Executive Director for such period (subject to the provisions of the Companies Acts) and upon such terms as the Board may determine and may revoke or terminate any such appointment Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company that may be involved in such revocation or termination
33 2 An Executive Director shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and either in addition to or in lieu of his remuneration as a Director.
33 3 The Board may from time appoint any person to any office or employment having a designation or title including the word "Director" or attach to any existing office or employment with the Company such a designation or title and may at any time terminate any such appointment or the use of any such designation or title The inclusion of the word "Director" in the designation or title of any such office or employment with the Company shall not imply that the holder thereof is a Director of the Company nor shall such holder thereby be empowered in any respect to act as a Director of the Company or be deemed to be a Director for any of the purposes of these Articles

34 Disqualification of Directors

34 1 Without prejudice to the other provisions of these Articles, the office of a Director shall be vacated if
- (A) (not being an Executive Director whose contract of service precludes resignation) he resigns his office by notice in writing delivered to the Office or tendered at a meeting of the Board,
(B) a registered medical practitioner who is treating that Director gives a written opinion to the Company stating that that person has become physically or mentally ıncapable of acting as a director and may remain so for more than three months,
by reason of that Director's mental health, a court makes an order which wholly or (C) partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
(D) he is absent from meetings of the Board (whether or not an alternate Director appointed by him attends), without the permission of the Board, for twelve consecutive months, and the Board resolves that he should cease to be a director,
(E) he becomes bankrupt or makes any arrangement or composition with creditors generally,
(F) he is prohibited by law from being a Director,
(G) he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these Articles or the Act,
(H) a meeting of the Board signed by all of the other Directors (not being less than two in number) and, for this purpose, like notices each signed by a Director shall be as effective as a single notice signed by a number of Directors,
(i) Board resolves that he should cease to be a Director,
(J) he is convicted of an indictable offence and the Directors shall resolve that it is undesirable in the interests of the Company that he remains a Director,
(K) the subject of an investigation by an inspector appointed by the Secretary of State or by the Serious Fraud Office and the Directors shall resolve that it is undesirable ın the interests of the Company that he remains a Director

રૂક Rotation of Directors

35 1 Subject to the provisions of these Articles at every annual general meeting all Directors holding office at the start of business on the day of the notice convening such meeting and who also held office at the time of both of the two immediately preceding annual general meetings and did not retire at either such meeting, shall retire from office
35 2 If the number of Directors due to retire at any annual general meeting by virtue of Article 35 1, when added to the number of other Directors (if any) who wish to retrre and not to offer themselves for re-appointment at such meeting, is less than that number which is one third of the total number of the Directors, or if such total number is not divisible by three that number which is nearest to but does not exceed one third (the "Minimum Retirement Number"), then such number of additional Directors shall retire at such meeting as will increase the total number of Directors so retiring to the Minimum Retirement Number In calculating the total number of the Directors and the Minimum Retirement Number there shall be disregarded any Director who is in any case due to retire at such meeting by virtue of Article 30 2. who shall reture accordingly. Such additional Directors shall be those who, apart from those otherwise retiring at such meeting, have been longest in office since their last appointment, but as between persons

who became or were last appointed Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The Directors to retire on each occasion under this Article 35 2 (both as to number and identity) shall be determined by the composition of the Board at the start of business on the date of the notice convening the annual general meeting and no such Director shall be required to retire or be relieved from retiring by reason of any change in the number or identity of the Directors after such date but before the close of the meeting

35 3 A Director who retires at an annual general meeting shall be eligible for re-appointment If he is not appointed, or deemed to have been appointed, he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting There shall be crrculated with the notice of a resolution to re-appoint a retiring Director details of any committees of the Board upon which such Director has previously served
35 4 Subject to the provisions of these Articles, at the meeting at which a Director retures by rotation, the Company may fill the vacated office by appointing a person thereto and in default the retiring Director shall, if willing to continue to act, be deemed to have been reappointed unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the reappointment of such Director shall have been put to the meeting and lost

Alternate directors 36

36 1 Each Director shall have the power to appoint any person to be his alternate Director and may at his discretion remove such alternate Director The appointment of a person who is not another Director shall be subject to approval by the Board
36 2 Any appointment or removal of an alternate Director shall be by notice in writing signed by the appointor and delivered to the Office or tendered at a meeting of the Board, or in any other manner approved by the Board
36 3 An alternate Director who has given the Company an address at which notices may be given to hım shall be entitled to receive notices of the Board or of committees of the Board and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director
36 4 Every person acting as an alternate Director shall (except as regards power to appoint an alternate Director and remuneration) be subject in all respects to the provisions of these Articles relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him An alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent as if he were a Director but shall not be entitled to receive from the Company any remuneration in his capacity as an alternate Director except only such part (if any) of the remuneration which would otherwise be payable to the Drector appointing him as that appointing Director may by notice in writing to the Company from tıme to tıme dırect
36 5 Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director) The signature of an alternate Director to any resolution in writing of the Board shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor
36 6 An alternate Director shall cease to be an alternate Director if
- (A) rf at any meeting any Director retires by rotation or otherwise but is reappointed, or is deemed to be reappointed, at the same meeting, any appointment made by him pursuant to this Article which was in force immediately before his retirement shall remain in force as though he had not retired,
- (B) on the happening of any event which, if he were a Director, would cause him to vacate that office,
- (C)

37 Directors' interests

Board authorisation of conflicts of interest 37 1
- (A) The Board may, subject to the quorum and voting requirements in this Article 37 1, authorise any matter which relates to a situation in which a Director (the "relevant Director") has, or can have, a direct or indirect interest which conflicts, or possibly may conflict, with the interests of the Company and which would, if not so authorised or otherwise permitted under the 2006 Act or these articles, result in a breach of duty by the relevant Director under section 175 of the 2006 Act (a "Conflict")
- (B) Any Director (including the relevant Director) may propose that a Conflict be authorised by the Board Such proposal and any authorisation given by the Board shall be effected in accordance with the provisions of these Articles
- A Director must disclose to the Board (C)
  - (1) the nature and extent of any Conflict, including the nature and extent of the interest of the relevant Director,
  - (2) such additional information known to the relevant Director in relation to the Conflict as is necessary to enable the Board to decide whether or not to authorise the Conflict, and
  - (3) such additional information known to the relevant Director in relation to the Conflict as the Board may request in connection with the decision of the Board whether or not to authorise the Conflict
- Where the Board authorises a Conflict (D)
  - (1) the relevant Director and any other interested Director will not count towards the quorum nor vote on any resolution giving such authorisation (and if he does vote his vote will not be counted),
  - (2) the Board may (in connection with giving the authorisation or subsequently)
    - (a) require that the relevant Director is excluded from the receipt of information, participation in discussions (whether at meetings of the Board or otherwise) relating to the Conflict,
    - (b) impose upon the relevant Director such other terms for the purpose of dealing with the Conflict as it may determine, and

CORPORATE/013380-00091/EJB/JMSA ps8(LDN7W23300)

(c) decide that each relevant director may or may not vote or may or may not be counted in the quorum at any future meeting of directors in relating to any resolution relating to the Conflict

(together "Relevant Terms"),

(3) each relevant Director will be obliged to comply with any Relevant Terms and any failure to comply with Relevant Terms by the relevant Director will, unless such failure is authorised by the Board, result in the cessation of any authorisation by the Board of the Conflict on the Relevant Terms,
(4) the Board may decide that where the relevant Director obtains or has obtained (in connection with the Conflict and otherwise than through his position as a Director) information that is confidential to a third party, the Director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Company's affars in circumstances where to do so would be a breach of that confidence,
(5) the authorisation may extend to any actual or potential Conflict which can reasonably be expected to arise out of the Conflict which has been authorised.
(6) the Relevant Terms must be recorded in writing and notified to the relevant Director (but the authority will be effective whether or not the Relevant Terms are so recorded and notified), and
(7) the Board may revoke or vary the authorisation at any time but this will not affect anything done by the relevant Director in accordance with the Relevant Terms prior to such revocation or variation and notice of any such revocation or variation will be given to the relevant Director (but such revocation or variation shall be effective whether or not such notice is given)

37 2 Declaration of Directors' interests generally

(A) Subject to Article 372(D), a Director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company must declare the nature and extent of that interest
(B) Subject to Article 372(D), a Director who is in any way, directly or indirectly, interested in an existing transaction or arrangement with the Company must declare the nature and extent of that interest save to the extent that the interest has already been declared under Article 37 2(A)
(C) A declaration of interest shall be made at a meeting of the Board or by notice in writing to the Directors in accordance with section 184 of the 2006 Act or by general notice in accordance with section 185 of the 2006 Act
(D)
- (1) of which the Director is not aware, or where the Director is not aware of the transaction or arrangement in question, and for this purpose a Director is treated as being aware of matters of which he ought reasonably to be aware,
- (2) to the extent that the other Directors are already aware of it (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware),
(3) to the extent that it concerns terms of a service contract that have been or are to be considered by a Board meeting or a committee of the Directors appointed for the purpose under these Articles,
(4) to the extent that it has been the subject of authorisation under Article 37 1, or
(5) to the extent that where the relevant matter falls within Chapter 4 of Part 10 of the 2006 Act, approval is given under that Chapter or the matter is one as to which it is provided in that Chapter that approval is not needed.
(E) Subject to the provisions of the Companies Acts and to Articles 37 1 37 3, a Director or proposed or intending director of the Company shall not be disqualified by such office from contracting with the Company, either with regard to any office or place of profit or employment or as vendor, purchaser or in any other manner whatsoever

37 3 Accountability for benefits

A Director shall not, by reason of his office or of the fiduciary relationship established by reason of his being a director, be accountable to the Company for any remuneration, profit or other benefit which he (or any connected person as defined in Article 37 5(B) or any firm with which he is associated) derives from or in connection with any Conflict authorised under Article 37 1 or any matter permitted under Article 37 4 and no such contract, transaction or arrangement shall be liable to be set aside on such grounds

37 4 Quorum and voting requirements

(A) Provided that a Director has declared his interest in accordance with Article 37 1(C) or Article 37 2 and subject to Article 37 1, and, where relevant, subject to compliance by the Director with the provisions of the 2006 Act, notwithstanding his office the Director may
- (1) be a party to or in any other way, directly or indirectly, interested in any transaction or arrangement to which the Company is a party or in which the Company is interested, directly or indirectly,
- (2) hold 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 upon such terms, including as to remuneration, as the Board may decide,
- (3) act by himself or through a firm with which he is associated in a professional capacity for the Company or any other body corporate in which the Company may be interested (otherwise than as Auditor) and if acting for the Company, he or his firms shall be entitled to remuneration for professional services as if he were not a director.
- (4) be or become a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate promoted by the Company or in which the Company may be interested or as regards which it has any power of appointment, and
- (5) be or become a director or other officer of any body corporate in which the Company does not have a direct or indirect in circumstances where his being or becoming a director or other officer of such body corporate

cannot reasonably be regarded as gwing rise to a conflict of interest at the time of or during his appointment as such a director or other officer

(B) Without prejudice to any other provision of these Articles, a Director shall not be counted in the quorum nor vote on any resolution of the Board in respect of any matter in which he is directly or indirectly interested (and if he does vote his vote will not be counted) Subject to the provisions of the Companies Acts and these Artıcles, this prohibition shall not apply to the following matters
- (1) a matter where his interest cannot reasonably be regarded as likely to give rise to a conflict of interest,
- (2) a matter to the extent that it has been authorised under Artıcle 37 1, or
- (3) a matter where the interest arises only from one or more of the following
  - (a) any guarantee, security or indemnity to such Director in respect of money lent, or obligations undertaken, by him for the benefit of the Company or any of its subsidiary undertakings.
  - (b) any guarantee, security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary undertakings in respect of which such Director has himself given an indemnity or that he has guaranteed or secured in whole or in part,
  - (c) any subscription by such Director for shares, debentures or other securities of the Company or any of its subsidiary undertakings Issued or to be issued pursuant to any offer or invitation to Members or debenture holders of the Company or any class thereof or to the public or any section thereof, or any underwriting or sub-underwriting by such Director of any such shares, debentures or other securities,
  - (d) such Director is interested by virtue only of his interest in shares or debentures or other securities of the Company,
  - (e) any matter or situation concerning any other company (not being a company in which such Director owns one per cent or more within the meaning of Article 37 5(B)) in which he is interested, directly or Indirectly whether as an officer, shareholder, creditor or otherwise howsoever,
  - the adoption, modification or operation of a superannuation fund on (1) retirement, death or disability benefits scheme or share option scheme, share incentive scheme or profit sharing scheme that relates both to Directors and employees of the Company or of any of its subsidiary undertakings and that does not provide any Director as such any privilege or advantage not generally provided to the employees to whom such scheme or fund relates, or which has been approved by HM Revenue and Customs for tax purposes,
  - (g) any insurance which the Company is empowered, pursuant to Article 58, to purchase and/or maintain for, or for the benefit of, any Directors of the Company, or any group of persons consisting of or including Directors of the Company, and
(h) (save in relation to any matter concerning or directly affecting his own participation therein) the adoption or modification of any other share option or share incentive scheme of the Company
(C) A Director shall not be counted in the quorum nor vote (and if he does vote his vote will not be counted) on any resolution of the Board concerning his own appointment (including the terms thereof) or removal as the holder of any office or place of profit with the Company or any other body corporate in which the Company is interested
(D) Where arrangements are under consideration by the Board concerning the appointment (including the terms thereof) or removal of two or more Directors to offices or places of profit with the Company or any other body corporate in which the Company is interested, a separate resolution may be put in relation to each Director and in such case each of the Directors concerned shall be entitled to be counted in the quorum and to vote in respect of each resolution except that concerning his own appointment and except (in the case of an office or place of profit with any such other body corporate as aforesaid) where the other body corporate is a body corporate in which the Director owns one per cent or more within the meaning of Article 37 5(B)
(E) If any question shall arise at any meeting of the Board as to the interest of a Director or as to the entitlement of any Director to be counted in the quorum or to vote and such question is not resolved by the Director voluntarily agreeing to abstain from voting and not to be counted in the quorum, such question shall be decided by a resolution of the Board (for which purpose the Director shall not be counted in the quorum and shall not vote thereon and, if he does vote, his vote will not be counted) and such resolution shall be final and conclusive
(F) The Board may cause the voting power conferred by the shares in any other body corporate held or owned by the Company or any power of appointment of the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of the appointment of the Directors or any of them to be directors or officers of such other body corporate, or voting or providing for the payment of remuneration to the directors or officers of such other body corporate.

37 5 General provisions relating to conflicts of interest and other interests of Directors

(A) Subject to the provisions of the Companies Acts the Company may by ordinary resolution suspend or relax the provisions of Article 37 to any extent or ratify any matter not properly authorised by reason of a contravention of Article 37
(B) one per cent or more if and so long as (but only if and so long as) the Director, together with any person connected with him within the meaning of section 252 of the 2006 Act (a "connected person"), is (either directly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of such body corporate or of the voting rights available to members of such body corporate For the purpose of this Article 37 5(B) there shall be disregarded any shares held by a Director or connected person as bare or custodian trustee and in which he or such connected person has no beneficial interest, any shares comprised in a trust in which the interest of the Director or connected person is in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or connected person is interested only as a unit holder
(C) Where a body corporate in which a Director holds one per cent or more is interested in a matter that Director shall be treated as being interested in that matter
(D) An interest of a connected person will be treated as an interest of the Director and an interest (whether of his or of a connected person) of which the Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his
(E) For the purposes of Article 37, an interest of the appointor of an alternate Director shall be treated as an interest of the alternate Director, without prejudice to any interest the alternate Director may otherwise have
For the purposes of Article 37 (E)
- (1) any reference to a conflict of interest includes a conflict of interest and duty, and a conflict of duties, and interest includes both direct and indirect interest, and
- (2) references to information known to a Director include information of which the Director ought reasonably to be aware

38 Powers of the Board

38 1 Subject to the Companies Acts, these Articles and any directions given by the Company by special resolution, the business of the Company shall be managed by the Board which may exercise all the powers of the Company
38 2 No alteration of these Articles and no special resolution shall invalidate any pror act of the Board that would have been valid if that alteration had not been made or that resolution had not been passed The general powers given by this Article 38 shall not be limited or restricted by any special authority or power given to the Board by any other Article

Delegation of Board's powers ဒီမွှာ ကျွန်းများ အ

39 1 The Board may entrust to and confer upon any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit (with power to sub-delegate) and either collaterally with, or to the exclusion of, its own powers and may, from time to time, revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby The power to delegate contained in this Article 39 1 shall be effective in relation to the powers. authorities and discretions of the Board generally and shall not be limited by the fact that in certain Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or a committee authorised by the Board
39 2 The Board may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local or divisional boards, or any managers or agents, and may fix their remuneration The Board may delegate to any such local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board and may also give power to sub-delegate and may authorise the members of any such local or divisional board or any of them to fill any vacancies (and to act notwithstanding vacancies) and to fix their own remuneration Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board

may think fit and the Board may remove any person appointed as aforesaid and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby

39 3 The Board may by power of attorney or otherwise appoint any person, whether nominated directly or indirectly by the Board, to be the attorneys of the Company for such purposes and with such powers, authorthes and discretions (not exceeding those vested in or exercisable by the Board under the provisions of these Articles) and for such period and subject to such conditions and upon such terms (including terms as to remuneration) as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him The Board may remove any person appointed under this Article and may revoke or vary the delegation but no person dealing in good farth and without notice of the revocation or variation, shall be affected by it The power to delegate contained in this Article 393 shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or a committee authorised by the Board
39 4 All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys pard to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine

Directors' gratuities and pensions ৰ বাবে এক বিশ্ববিদ্যালয় বিশ্ববিদ্যালয় প্ৰতিষ্ঠা কৰিছিল। তেওঁ প্ৰথম বিশ্বকাপে প্ৰথম বিশ্বকাপে প্ৰথম বিশ্বকাপ কৰিছিল। তেওঁ প্ৰথম বিশ্বকাপে প্ৰথম বিশ্বকাপে প্ৰথম বিশ্বকাপে প্

40 1 The Board may, subject to the provisions of the Companies Acts, exercise all the powers of the Company to grant and pay pensions, annuities, superannuation or other allowances and benefits in favour of any person, including any Director or former Director, or the relations or dependants of any Director, or former Director and, for the purpose of providing any such benefit or allowance, shall have power to contribute to any scheme or fund or to pay premiums in respect thereof
40 2 No benefits (except such as may be provided for by any other Article) may be granted to or in respect of a Director or former Director who has not been employed by, or held an executive or other office or place of profit under, the Company or any body corporate which is or has been its subsidiary or any predecessor in business of the Company or any such body corporate without the approval of an ordinary resolution of the Company
40 3 A Director or former Director shall not be accountable to the Company or the Members for any benefit of any kınd conferred under or pursuant to this Article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company

41 Borrowing powers

41 1 Subject to Article 41 2 and to the provisions of the Companies Acts the Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the underfaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party

41 2 The Board 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 undertakıngs (if any) so as to secure (but as regards subsidiary undertakıngs only in so far as by the exercise of such rights or powers of control the Board can secure) that the aggregate principal amount from time to time outstanding of all borrowings by the Group (exclusive of borrowings owing by one member of the Group to another member of the Group, other than amounts to be taken into account under Artıcle 41 5(D) shall not, without the previous sanction of an ordinary resolution of the Company, at any time exceed an amount equal to 5 times the Adjusted Capital and Reserves and the following provisions of this Article 41 shall apply in relation to the interpretation of this Article 41 2
41 3 The "Adjusted Capital and Reserves" shall mean the aggregate from time to time of
- (A) the amount paid up or credited as pard up on the issued share capital of the Company and on any share capital that has been unconditionally allotted but not issued, and
- (B) premium account, capital redemption reserve, property revaluation reserve and any credit balance on profit and loss account),

all as shown by the then Latest Balance Sheet but after deducting therefrom any debit balance on reserves subsisting at its date (except to the extent that such deduction has already been made) and after making adjustments as follows

(1) such adjustments as may be appropriate to reflect any variations since the date of the Latest Balance Sheet in such share capital or reserves and for this purpose if the Company proposes to issue or has issued any shares for cash and the issue has been underwritten or agreed to be subscribed or taken up, such shares shall be deemed to have been allotted and the amount of the subscription moneys (including any premium) or consideration payable shall be deemed to have been paid up on the date when such shares were underwritten or agreed to be subscribed for taken (or in the case of a conditional undertaking, subscription or purchase on the date upon which it became unconditional) but so as to exclude any moneys payable later than six months from such date.
(2) such adjustments as may be appropriate to reflect any variations since the date of the Latest Balance Sheet in the interests of the Company in its subsidiary undertakings (including any undertaking which was not a subsidiary undertaking at that date but is one at the relevant time and excluding any undertaking which was a subsidiary undertaking at that date but is one at the relevant time and excluding any undertaking which was a subsidiary undertaking but is no longer one at the relevant time) and any variations as a result of the transaction in relation to which the calculations falls to be made,
(3) the Company, deducting that proportion thereof which corresponds to the proportion of the nominal amount of the issued equity share capital of such undertaking which is not attributable, directly, to the Company,
(4) deducting any distributions declared, recommended or made by a member of the Group (to a person other than another member of the Group) out of profits earned up to and including the date of the Latest Balance Sheet to the extent that any such distributions are not reflected in such balance sheet,
(5) making such adjustments as are necessary (apart from the foregoing) to reflect any variation in the share premium account, capital redemption reserve or property revaluation reserve since the date of the Latest Balance Sheet, and
(6) making such other adjustments (if any) as the Auditors may consider appropriate
41 4 "Borrowings" shall be deemed to include not only borrowings but also the following, except ın so far as otherwise taken into account
- (1) the nominal amount of any issued share capital and the principal amount of any debentures or borrowed moneys, the beneficial interest in which, or the right to repayment of which, is not for the time being owned by a member of the Group or of any other body (whether corporate or unincorporated) and the payment or repayment of which is the subject of a guarantee or indemnity by a member of the Group,
- (2) the principal amount for the time being outstanding of any debenture (whether secured or unsecured) of a member of the Group owned otherwise than by a member of the Group,
- (3) the principal amount raised by any member of the Group by acceptances under any acceptance credit opened on its behalf and in its favour by any bank or accepting house, other than acceptances in respect of the purchase and sale of goods or the provision of services in the ordinary course of business which are outstanding for six months or less,
- (4) the nominal amount of any share capital and the principal amount of any debenture or borrowings of any person to the extent that the payment, redemption or repayment thereof is the subject of a guarantee, indemnity or security given by a member of the Group but excluding any share capital which is for the time being beneficially owned by, or any such borrowings which are for the time being owed to, a member of the Group or which any such member may be required to purchase,
- (5) the nominal amount of any share capital (other than equity share capital) of any subsidiary undertaking of the Company which is owned otherwise than by any member of the Group,
- (6) any fixed or minimum premium payable on final redemption or repayment of any debentures, share capital or other borrowings or other sums to be treated as borrowings,
- (7) any amount in respect of a finance lease payable by any member of the Group which would be shown as being so payable in a balance sheet prepared in accordance with the accounting principles used in the preparation of the Latest Balance Sheet and for these purposes a "finance lease" means a contract between a lessor and a member of the Group as lessee or sub-lessee where substantially all the risks and rewards of ownership of the asset leased or sub-leased are to be borne by the lessee or sub-lessee,
- (8) any part of the purchase price of any asset acquired by any member of the Group, the payment of which has been deferred beyond the date of the transfer of the legal title to such assets, or for longer than six months after the

date upon which the contract for such purchase is entered into or becomes unconditional,

but shall be deemed not to include

(9) borrowings for the purpose of financing any contract in respect of which any part of the price receivable by a member of the Group is guaranteed or insured by the Export Credits Guarantee Department of the Department of Trade and Industry, or by any other Governmental department agency or body or by a person (other than a member of the Group) carrying on the business of providing credit insurance, up to an amount not exceeding that part of the price receivable thereunder which is so guaranteed or insured,
(10) amounts borrowed or raised that are for the time being deposited with H M Customs and Excise or any other body designated by any relevant legislation or order in connection with import deposits or any similar governmental scheme to the extent that a member of the Group retains its interest therein,
(11) until six months after the acquisition of a subsidiary undertaking by the Company after the date of the Latest Balance Sheet the borrowings of that undertaking, to the extent that the amount of those borrowings do not exceed the amount thereof immediately after it became such a subsidiary undertaking,
(12) for the period of six months after the acquisition by any member of the Group of any asset, the borrowings secured on the asset at the time of such acquisition,
(13) any guarantee, indemnity or security given by any member of the Group in respect of any amount or obligation deemed not to be borrowings for the purposes of this Article,
(14) any amount payable under any hire purchase agreement, credit sale agreement, operating lease or similar agreement which is not a finance lease,
(15) borrowings incurred by any member of the Group for the purpose of repaying, within six months of the borrowing, all or any part of any borrowing made by it or another member of the Group, pending their application for such repayment within such period
41 5 For the purposes of ascertaining the aggregate principal amount of borrowings required to be taken into account for the purposes of this Article 41
- (A) such aggregate principal amount of such borrowings shall in all cases be the amount the Company or the relevant subsidiary undertaking is contractually required to repay or is otherwise owing in respect of the nominal or principal amount thereof, including any fixed or minimum premium payable on final repayment or redemption and not such other lower or higher amount which appears in, or is taken into account for the purposes of preparing the Latest Balance Sheet,
- (B) any borrowing denominated or repayable, or any cash deposited, in a currency other than sterling shall
  - (1) with the exception of excepted foreign currency borrowings, be converted ınto sterling at the rate of exchange in London at the close of business on the

last business day before the date upon which the calculation is made or, if it would result in a lower figure, at the rate of exchange in London at the close of business as at the date of the Latest Balance Sheet and for these purposes the rate of exchange in London shall be taken as the spot rate quoted by a London clearing bank selected by the Board for the conversion into sterling of the amount of foreign currency concerned, and

(2) in the case of any excepted currency borrowings be converted into sterling at the rate of exchange applicable to such borrowings on their repayment to the extent that such rate is fixed under the scheme, contract or arrangement under which the borrowing arises, provided that to the extent that it is not possible to determine such rate, such borrowings shall be converted into sterling on such basis as may be agreed with, or determined by, the Auditors

and "Excepted Foreign Currency Borrowings" means borrowings denominated or repayable in a currency other than sterling which have the benefit of an HM Treasury Exchange cover scheme, forward currency contract, currency option, back-to-back loan, swap or other arrangement taken out or entered into to reduce the risk associated with fluctuations in exchange rates

(C) if moneys are borrowed or debentures or shares are issued on terms that they may be repayable or redeemable (or that any member of the Group may be required to purchase them) earlier than their final maturity date (whether by the exercise of an option on the part of the issuer or the creditor (or a trustee for the creditor) or the shareholder, by reason of a default or for any other reason) at a premium or discount to their nominal or principal amount then there shall be taken into account the amount (or the greater or greatest of two or more alternative amounts) which would, if those circumstances occurred, be payable on such repayment. redemption or purchase at the date as at which the calculation is being made,
(D) moneys borrowed by a partly-owned subsidiary undertaking and not owing to another member of the Group shall be taken into account subject to the exclusion of a proportion thereof equal to the "relevant proportion" and moneys borrowed and owing to a partly-owned subsidiary undertaking by another member of the Group shall be taken into account to the extent of a proportion thereof equal to the "relevant proportion", for the purposes of this paragraph "relevant proportion" shall mean the proportion of the issued equity share capital of such partly-owned subsidiary undertaking which is not attributable (directly or indirectly) to the Company, and
(E) no amount shall be taken into account more than once in any calculation of moneys borrowed
41 6 For the purposes of this Article 41
- (A) " "the Latest Balance Sheet" shall mean the audited balance sheet of the Company last prepared for the purposes of the Companies Acts at the time the calculation falls to be made unless at the date of the then latest such balance sheet there shall have been prepared and audited for such purposes a consolidated balance sheet of the Company and its subsidiary undertakings (with such exceptions as may be permitted in the case of a consolidated balance sheet prepared for the purposes of the Companies Acts) and in the latter event "the Latest Balance Sheet" shall mean such audited consolidated balance sheet of the Company and such subsidiary undertakings, and the references to reserves and profit and loss account shall be deemed to be references to consolidated reserves and consolidated profit and loss

account respectively and there shall be excluded any amounts attributable to outside interests in subsidiary undertakings,

(B) the Company may from time to time change the accounting policies employed for the purpose of preparing the audited balance sheet, provided that any new policy adopted complies with the requirements of the Companies Acts if the Company should prepare its main audited balance sheet on the basis of one such policy, but a supplementary audited balance sheet or statement on the basis of another, the main audited balance sheet shall be taken as the audited balance sheet for the purposes of this Article 41,
(C) the "Group" shall mean the Company and its subsidiary undertakings (if any) and a member of the Group shall mean the Company and each of such undertakings,
(D) there shall be offset against the amount of any borrowings any amounts beneficially owned by a member of the Group which represent the value of cash deposited and would be shown as a current asset in a balance sheet prepared in accordance with the accounting principles used in the preparation of the Latest Balance Sheet, subject, in the case of any such amounts which are beneficially owned by a partly owned subsidiary undertaking, to the exclusion of a proportion thereof equal to the "relevant proportion" (as defined in Article 41 5(D)) For this purpose "cash deposited" means an amount equal to the aggregate for the time being of all cash deposits with any bank or other person (not being a member of the Group), the realisable value of any certificates issued by governments and companies and other readily realisable deposits,
(E) the Company shall not be in breach of the borrowing limit where such limit is exceeded only as the result of any fluctuation or change in rates of exchange, provided that such excess does not continue for longer than sıx months after the Board became aware of such fluctuation or change,
(F) if as a result of any change in legislation relating to or affecting taxation matters, any amount payable by any member of the Group in respect of any finance lease shall increase, and as a result the borrowing limit is exceeded, such excess shall be disregarded until the expiration of a period of six months after the date the Board becomes aware of such excess, and
(G) a certficate or report by the Auditors as to the amount of the Adjusted Capital and Reserves or the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times shall be conclusive evidence of such amount or fact for the purposes of this Article Notwithstanding any other provision of this Article the Directors may act in reliance on a bona fide estimate of the amount of the Adjusted Capital and Reserves at any time and, if in consequence, the limit contained in this Article is inadvertently exceeded, an amount of borrowings equal to the excess may be disregarded until the expiration of three months after the date on which, by reason of a determination of the Auditors or otherwise, the Directors become aware that the said limit has been inadvertently exceeded as aforesaid
41 7 Notwithstanding the foregoing no lender or other person dealing with the Company shall be concerned to see or enquire whether the limit imposed by this Article 41 is observed and no borrowing incurred or security given in excess of such limit shall be invalid or ıneffectual except in the case of express notice to the lender or the recrpient of the security at the time when the borrowing was incurred or security given that the limit hereby imposed had been or was thereby exceeded

42 Proceedings of the Board

42 1 Subject to the provisions of these Articles the Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit Questions arising at any meeting shall be determined by a majority of votes In the case of an equality of votes the chairman of the meeting shall have a second or casting vote A Director may, and the Secretary on the requisition of a Director shall, at any time call a Board meeting
42 2 Notice of a Board meeting may be given to a Director personally or by word of mouth or sent to hım in hard copy form or in electronic form to his last known address or any other address given by him to the Company for this purpose A Dırector absent, or intending to be absent, from the United Kingdom may require the Board to send notices of Board meetings during his absence to him in hard copy form or in electronic copy form to his last known address or to any other address given by him to the Company for this purpose In the absence of any such requisition, it shall not be necessary to give notice of a Board meeting to any Director who is for the time being absent from the United Kingdom A Director may ware notice of any meeting either prospectively or retrospectively
42 3 The quorum necessary for the transaction of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two Subject to these Articles, any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the end of the Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present
42 4 A Director shall be treated as present in person at a meeting of the Board or of any committee of the Board if he is able (directly or by electronic communication) to speak to and be heard by those present or deemed to be present simultaneously A Director so treated as present shall be counted in the quorum of the meeting and shall be entitled to vote thereat A meeting of the Directors or of any committee of the Board to which this Article applies shall be deemed to take place where the majority of those participating is assembled or, if there is no majority, at the place where the chairman of the meeting is present
42 5 The continuing Directors, or a sole continuing Director, may act notwithstanding any vacancy in the Board but if the number of Directors falls below the number fixed as the quorum, the continuing Director or Director may act only for the purpose of filling vacancies in the Board or of calling general meetings of the Company If there are no Directors able or willing to act, any two Members may summon a general meeting for the purpose of appointing Directors
42 6 The Board may appoint a chairman and one or more deputy chairmen of its meetings and determine the perrod for which they are respectively to hold such offices and may at any time remove them from such offices If no such chairman or deputy chairman is appointed, or if at any meeting neither the chairman nor any deputy chairman is present within five minutes after the time fixed for holding the meeting, the Directors present may appoint one of their number to be chairman of the meeting
42 7 A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board
42 8 The Board may delegate such of its powers, authorities or discretions (with power to subdelegate) as it may think fit to any committee consisting of one or more members of the Board The powers, authorities or discretions so delegated shall include, without limitation,

CORPORATE/013380-00091/EJB/JMSA ps8{LDN7W23300)

all powers, authorities or discretions which relate, or may relate, to the payment of remuneration to or the conferring of any other benefit on, any member of the Board or any person co-opted to any committee of the Board, as hereinafter provided Any committee so formed shall, in the exercise of the powers, authorities or discretions so delegated, conform to any regulations that may from time to time be imposed by the Board Any such regulations may provide for or authorise the co-option to the committee of persons other than Directors and for such co-opted members to have voting rights as members of the committee but so that

(A) members of the committee,
(B) of the committee present at the meeting are Directors, and
(C) the chairman of each committee shall be a Director and in the case of any equality of votes the chairman of the committee shall have a second or casting vote

Insofar as any power, authority or discretion is delegated to a committee in accordance with this Article, any reference in these Articles to the exercise by the Board of the power, authority or discretion so delegated shall be read and construed as if it were a reference to the exercise by such committee

42 9 The meetings and proceedings of any committee consisting of two or more persons shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable
42 10 A resolution in writing signed or otherwise Authenticated by all the Directors (or their duly appointed alternates) entitled to receive notice of and vote on the resolution (provided that number is sufficient to constitute a quorum) or by all the members of a committee (or the duly appointed alternate of a Director who is a member of such committee) (provided as aforesaid) shall be as valid and effective as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted TThe resolution may be contained in one document or in several documents in like form each signed or otherwise Authenticated by one or more of the Directors (or alternate Directors) or members of the committee concerned
42 11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board, or such committee, or person acting as aforesaid, or that they, or any of them, were disqualified, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was gualified and had continued to be a Director or member of such committee and had been entitled to vote
42 12 The Board shall cause minutes or records to be made in books or any computersed or other information retrieval system provided for the purpose
- (A) of all appointments of officers made by the Board,
- (B) of the names of the Directors present at each meeting of the Board or committee of the Board, and

(C) of all resolutions and proceedings at all meetings of the Company, of the holders of any class of shares in the Company, of the Board and of any committee of the Board

43 Secretary

43 1 Subject to the provisions of the Companies Acts, the Secretary shall be appointed by the Board for such term, at such remuneration and on such conditions as it may think fit and any Secretary so appointed may be removed by the Board
43 2 Any provision of the Companies Acts or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary, shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary

44 The seals

44 1 The Board shall provide for the safe custody of every Seal A Seal shall only be used by the authority of a resolution of the Board Subject as otherwise provided in these Articles, any instrument to which the common seal is affixed shall be signed by one or more Directors and either a person duly authorsed in that behalf by the Board or the Secretary, or by two or more Directors, and any instrument to which an official seal is affixed need not, unless the Board for the time being otherwise determines or the law otherwise requires, be signed by any person
44 2 Where the Companies Acts so permit, any instrument or document signed by one Director and the Secretary or by two Directors or by one Director in the presence of a writness who attests the signature and expressed (using any form of words) to be executed by the Company shall have the same effect as if executed under a Seal, provided that no instrument or document which makes it clear on its face that it is intended to have effect as a deed shall be so signed without the authority of the Directors or a duly authorised committee thereof.
44 3 An instrument or document which is executed by the Company as a deed shall not be deemed to be delivered by the Company solely as a result of it having been executed by the Company

45 Authentication of documents

45 1 Any Director or the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the holders of any class of the Company or the Board and any books, records, documents and accounts relating to the business of the Company and to certify copies thereof, or extracts therefrom, as true copies or extracts A document purporting to be a copy of a resolution, or the minutes of or an extract from the minutes of a meeting of the Company, or the holders of any class of shares of the Company, or of the Board, that is certified as aforesard shall be conclusive evidence in favour of all persons dealing with the Company on the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting

46 Dividends and other payments

46 1 Subject to the Company may by ordinary resolution declare dividends to be paid to the Members according to their rights and interests in the profits

available for distribution but no dividend shall be declared in excess of the amount recommended by the Board

46 2 The Board may pay such interim dividends as appear to the Board to be justified by the financial position of the Company The Board may also pay any dividends on any class of shares payable at a fixed rate on dates determined by the Board whenever the financial position of the Company justifies payment If the Board acts in good faith it shall not incur any lability to the holders of shares conferring preferred rights for any loss they may suffer in consequence of the payment of an interim dividend on any shares having non-preferred, or deferred, rights
46 3 Unless, and to the extent that, the nghts attached to any shares, or the terms of issue thereof, otherwise provide all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portions of the period in respect of which the dividend is paid For the purposes of this Article no amount paid up on a share in advance of calls shall be treated as paid up on the share
46 4 No dividend shall be paid otherwise than out of profits available for that purpose in accordance with the provisions of the Companies Acts
46 5 Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide, dividends may be declared or paid in any currency The Board may agree with any Member that dividends which may, at any time to time to time, be declared or become due on his shares in one currency shall be paid or satisfied in another and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other person to bear any costs involved
46 6 Subject to the provisions of the Companies Acts, where any asset, business or property is acquired by the Company as from a past date, the profits and losses ansing therefrom as from such date may, at the discretion of the Board, in whole or in part be carned to revenue account and treated for all purposes as profits or losses of the Company Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may, at the discretion of the Board, be treated as revenue and it shall not be obligatory to capitalise the same or any part thereof
46 7 The Board may retain any dividend (or part of a dividend) or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists
46 8 The Board may retain the dividends payable upon shares
- (A) in respect of which any person is under the provisions as to the transmission of shares (herein before contained) entitled to become a Member, or
- (B) that any person is (under the said provisions) entitled to transfer,

until either such person shall become a Member in respect of such shares or, as appropriate, shall transfer the same

46 9 No dividend or other moneys payable on, or in respect of, a share shall bear interest as against the Company, unless otherwise provided by the rights attaching to the shares

46 10 The waver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the Member, or other person entitled on transmission, and delivered to the Company and if, or to the extent that, the same is accepted as such or acted upon by the Company
46 11 That Company may, upon the recommendation of the Board, by ordinary resolution direct that payment of a dividend shall be satisfied in whole or in part by the distribution of specific assets (and in particular of paid up shares or debentures of any other company) and the Board shall give effect to such resolution Where any difficulty arises in regard to such distribution the Board may settle the same as it thinks expedient In particular the Board may issue fractional certificates (or ignore fractions), may fix the value for distribution of the specific assets or any part of them and may determine that cash payments shall be made to any Members on the basis of the value so fixed in order to adjust the rights of all parties and may vest any of the specific assets in trustees as may seem expedient to the Board or may exercise the powers conferred by Artıcle 48 2
46 12 The Board may, with the sanction of an ordinary resolution of the Company, offer Members the right to elect to receive shares, credited as fully paid, in instead of cash in respect of all or some part of the dividend specified in the resolution In those cırcumstances the following provisions shall apply
- (A) the Directors may in their absolute discretion suspend or terminate (whether temporarily or otherwise) such right to elect and may do such things and acts as are necessary or expedient with regard to, or in order to effect, any such suspension or termination,
- (B) the entitlement of each Member to new shares shall be such that the relevant value of the shares shall be as nearly as possible equal to (but not in excess of) the cash amount (disregarding any tax credit) that such Members would have received by way of dividend For this purpose the "relevant value" of each new share shall be equal to the average of the middle market quotation for a share of the Company on the London Stock Exchange, as derived from the London Stock Exchange Dally Official List, on each of the first five dealing days on which the shares are first quoted "ex" the relevant dividend or in such other manner as may be determined by or in accordance with the ordinary resolution A certificate or report by the Auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount and, in giving such a certificate or report, the Auditors may rely on advice or information from brokers or other sources of information as they think fit.
- (C) the basis of allotment shall be such that no Member may receive a fraction of a share.
- (D) on, on, or as soon as practicable after, announcing that it is to declare or recommend any dividend, the Board, if it intends to offer an election in respect of the dividend, shall also announce that intention After determining the basis of the allotment, if the Board decides to proceed with the offer, the Board shall notify Members in writing of the right of election offered to them and shall send forms of election with, or following, such notification and shall specify the procedure to be followed and place at which and the late and time by which (being at least 21 days after the despatch of the notice), duly completed forms of election must be lodged in order to be effective.
- (E) the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on shares in respect of which an

election has been duly made (the "elected shares") and instead additional shares shall be allotted to the holder of the elected shares on the basis of allotment determined as aforesaid For such purpose the Board shall capitalise out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve) or any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional shares to be allotted on such basis and apply the same in paying up in full the appropriate number of new shares for allotment and distribution to and amongst the holders of the elected shares on such basis,

(F) paid shares then in issue save only as regards participation in the relevant dividend,
(G) the Board shall not proceed with any election unless the Board has sufficient authority to allot shares and sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined,
(H) the Board may exclude from any offer any holders of shares where the Board believes that the making of the offer to them would or might involve the contravention of the laws of any territory, or that for any other reason the offer should not be made to them, and
(I) the Board may also from time to time establish or vary a procedure for election mandates under which a Member may elect, in respect of future rights to elect offered to that Member under this Article, until the election mandate is revoked in accordance with the procedure
46 13 Any dividend or other moneys payable in respect of a share may be paid (subject to any lien of the Company)
- (A) by cheque or dividend warrant payable to the Member (or, in the case of joint holders, the holder whose name stands first in the Register in respect of the relevant share) or to such other person as the Member (or, in the case of yount holders, all the joint holders) may notify to the Company for the purpose, or
- (B) by any bank or other funds transfer system or by such other electronic means (including, in the case of an uncertificated share, a relevant system) to such account as the Member (or, in the case of joint holders, all the joint holders) may notify to the Company for the purpose, or
- (C) in such other manner as may be agreed between the Company and the Member (or, in the case of joint holders, all such holders)
46 14 Any such cheque or dividend warrant shall be sent through the registered address of the Member or person entitled thereto (or, if two or more persons are registered as joint holders of the share or are entitled thereto on transmission, to the registered address of the person who is named first in the Register) or to such other address as such Member or person or persons may in writing direct
46 15 Every such cheque or dividend warrant shall be sent, and payment in any other manner shall be made, at the risk of the person entitled to the money represented by it Payment of the cheque or dividend warrant by the bank on which it is drawn or the payment of any money by any other method permitted by this Article 46 shall be a good discharge to the Company
46 16 If any such dividend or other sum is payable in respect of a share in uncertificated form and payment is to be made using a relevant system, the Company shall comply with the requirements of, and shall make payment by means of, the relevant system The Company shall have no responsibility for any sums lost or delayed in the course of any such transfer or where it has acted on any such directions or made payment by the correct use of a relevant system
46 17 If two or more persons are registered as joint holders of any share, or are entitled jointly to a share on transmission, any one of them may give an effective receipt for any dividend or other monies payable or property distributable on or in respect of the share
46 18 Any resolution declaring, paying or making a dividend, distribution, allotment or issue in respect of shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify a date as the record date by reference to which a dividend will be declared or paid or a distribution, allotment or issue made and that date can be on or at any time before or after the date on which the resolution is passed If no record date is fixed, entitlement to the dividend, allotment or issue shall be determined by reference to the date on which the dividend, distribution, allotment or issue ıs made
46 19 The Company may cease to send any cheque or warrant through the post or employ any other means of payment for any dividend payable on any shares, if in respect of at least two consecutive dividends payable on those shares the cheques or warrants have been returned undelivered or remain uncashed or any other means of payment has failed but, subject to the provisions of these Articles, the Company shall recommence sending cheques or warrants or employing such other means in respect of dividends payable on those shares if the holder of the shares requests such recommencement in writing
46 20 Any dividend unclaimed after a penod of 12 years from the date on which such dividend is payable shall be forfeited and shall revert to the Company The Board may pay any unclaimed dividend or other moneys payable on or in respect of a share into a separate account but this shall not constitute the Company a trustee in respect of those dividends or monies

47 Reserves

47 1 The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit The Board may also, without placing the same to reserve, carry forward any profits that it may think it prudent not to distribute

48 Capitalisation of reserves and profits

48 1 The Board may, with the authority of an ordinary resolution of Company
- (A) resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution.
- (B) appropriate that amount as capital to the Members (on the Register on the date specified in, or determined as provided in, the resolution of the general meeting

granting authority for such capitalisation) in proportion to the nominal amount of the ordinary share capital held by them respectively at such date, and

(C) apply that sum on their behalf in paying up in full any shares or debentures of the Company of a nominal amount equal to that amount and allot the shares or debentures credited as fully paid to those Members, or as they may direct, in those proportions or in paying up the whole or part of any amounts which are unpaid in respect of any issued shares in the Company held by them respectively, or otherwise deal with such amount as directed by the resolution provided that the share premium account, the captal redemption reserve, any redenomination reserve and any amount not available for distribution in accordance with the Companies Acts may only be applied in paying up shares to be allotted credited as fully paid up
48 2 Where any difficulty arises with regard to any distribution under Article 48 1 or under Artıcle 46 11 or 46 12 the Board may settle the same as it thınks fit and, ın partıcular, may issue fractional certificates or authorise any person to sell and transfer any fractional entitlements and arrange for the distribution of the net proceeds of sale in due proportion among the Members who would have been entitled to the fractions or, if permitted, for the retention of such net proceeds for the benefit of the Company, or may resolve that the distribution should be made as nearly as may be practicable in the correct proportion but not exactly so or may resolve to ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all partues
48 3 The Board may appoint any person to sign on behalf of the persons entitled to participate ın the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members

49 Avoidance of discounts on exercise of employees' share options

49 1 Without prejudice to Article 482, where, pursuant to an employees' share scheme, the Company has granted options to subscribe in cash for shares at a subscription price which is less than their nominal value or on terms which provide for adjustments to the subscription price payable on the exercise of such options or the number of shares to be allotted upon such exercise, so that the subscription price for any share is less than its nominal value, the Board shall transfer to a reserve account a sum equal to the amount by which the subscription price is less than the nominal value of the shares from the profits or reserves of the Company which are available for distribution and not required for the payment of any preferential dividend The Board shall apply such reserve account for the purpose of paying up the deficiency on the nominal amount of such shares and for no other purpose
49 2 If any options to which Article 49 1 applies cease to be exercisable the reserve account shall be reduced accordingly by retransferring an amount equivalent to the deficiency on the nominal amount of the shares concerned to the profits or reserves available for dıstrıbutıon
49 3 No right shall be granted under any employees' share scheme and no action shall be taken leading to any adjustment which in either case will require the issue of shares at a discount unless there are sufficient profits or reserves of the Company available for distribution and not required for the payment of any preferential dividend to permit the transfer to a reserve account of the amount required by Article 49 1

50 Books, records and registers

50 1 The Board shall cause the Company to comply with the requirements of the Companies Acts with regard to the keeping of any registers and the inspection and production and furnishing of copies of such registers The Board shall be entitled to charge such fee as is from time to time permitted under the Companies Acts for inspections and the production and furnishing of copies of such registers
50 2 Subject to the provisions of the Companies Acts, the Board can require the Company to keep an overseas or local or other register in any place and the Board may make and vary such requirement as it may think fit in respect of the keeping of any such register
50 3 Any company records required by these Articles or the Companies Acts to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner In any case in which bound books are not used, the Board shall take adequate precautions for guarding against falsification and for facilitating the discovery of falsification

ર્દ્ર ( Accounting records

51 1 The Board shall ensure accounting records are kept in accordance with the Companies Acts The accounting records shall be kept at the Office or, subject to the provisions of the Companies Acts, at such other places as the Board may think fit and shall always be open to inspection by the officers of the Company No Member (other than an officer of the Company) shall have any right to inspect any accounting records except as conferred by law or authorised by the Board or by ordinary resolution of the Company
51 2 A copy of the Company's annual accounts and report shall be sent to each person entitled thereto in accordance with the requirements of the Companies Acts
51 3 Where permitted by the Company may send a strategic report and supplementary material, prepared in accordance with the Companies Acts, to the persons referred to in Article 51 2 instead of the Company's annual accounts and reports

52 Service of documents and other information

52 1 Any document or information may be sent or supplied to any Member by the Company in hard copy form either by handing it to the Member or by sending it through the post addressed to such Member at his registered address set out in the Register, or (if he has no registered address within the United Kingdom) to the postal address, if any, within the United Kingdom supplied by him to the Company as his address for service of documents and other information, or by delivering it to such address.
52 2 The Company may also, subject to the provisions of the Companies Acts, send or supply any document or information to any Member
- (A) = in electronic form to such address (or to one of such addresses if more than one) as may for the time being be notified by the Member to the Company for that purpose, or
- (B) by making such document or other information available on a website if the Company and that Member have agreed to or, in accordance with the Company s Acts, that Member is deemed to have agreed to, any document or other information being sent to the Member in that way and the Member is notified in accordance with the Companies Acts that it has been made available
52 3 Any Member who (having no registered address within the United Kingdom for the service or delivery of documents or other information) has not supplied to the Company a postal address within the United Kingdom for the service of documents or other information or an address for the service of documents or other information by electronic means, shall not be entitled to receive documents or other information from the Company
52 4 A document or other information sent or supplied by first class post, shall be deemed to have been received at the expiration of 24 hours after the of posting or, if sent by second class post, at the expiration of 48 hours after the time of posting and, in proving such service or delivery, it shall be sufficient to show that the document or other information was properly addressed, prepaid and posted Any document or other ınformation delivered or left at a registered address for the service of documents or other information otherwise than by post, shall be deemed to have been received on the day it was so delivered or left If on three consecutive occasions, documents or other information have been sent through the post to any Member at his registered address or his address for the service of documents or other information but have been returned undelivered, such Member shall not thereafter be entitled to receive documents or other information from the Company until he shall have communicated with the Company and supplied in writing a new registered address within the United Kingdom for the service of documents or other information or an address to which documents and other information may be sent by electronic means
52 5 A document or other information sent or supplied by electronic means shall be deemed to have been received at the expiration of two hours after the time that it was sent and in proving that it was received it shall be sufficient to show that the document or other ınformation was properly addressed unless the Company is aware immediately that there has been a failure of delivery of such document or other information following at least two attempts, in which case such document or other information shall be sent to the Member. within 48 hours of the original attempt to send the document or other information by electronic means, to his registered address or address for service in the United Kingdom (if any) whereupon the document or other information will be deemed to have been served or delivered two hours from the despatch of the original electronic communication in accordance with this Article
52 6 A document or other information given or sent to a Member by making it available on a website shall be deemed to have been received when the material was first made available on the website or, if later, when the Member is deemed to have received notice that the document or other information was available on the website in accordance with Article 52 2 or Article 52 5 (as applicable)
52 7 In the case of joint holders of a share, service or delivery of any document or other ınformation on or to one of the joint holders shall for all purposes be deemed a sufficient service on or delivery to all the coint holders
52 8 A person entitled to a share in consequence of the death or bankruptcy of a Member shall have any document or other information sent to him as if he were the registered holder and his address noted in the register were his registered address Save as aforesaid any document or other information delivered or sent to a Member in accordance with these Artıcles shall, notwithstanding that such Member is then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall at the time of the service or delivery have been removed from the Register as the holder of the share

52 9 If at any time by reason of the suspension or curtailment of postal services within the United Kingdom, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised on the same day in at least two leading national daily newspapers and such notice shall be deemed to have been duly served on all Members entitled thereto at noon on the day when the advertisement appears In any such case the Company shall send confirmatory copies of the notice by post if at least seven days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable
52 10 Subject to the Companies Acts and except where otherwise expressly stated, any document or information to be sent or supplied to the Company (whether or not such document or information is required or authorised under the Companies Acts) may be sent or supplied in hard copy form or, subject to Article 52 11, in electronic form - Any document or information can be sent to the Company in hard copy form by delivering it by hand or sending it by post to the Office or to any other address notified by the Company for that purpose.
52 11 Subject to the Companies Acts, any document or information may be given to the Company in electronic form only if it is given in such form and manner and to such address as may have been specified by the Board from time for the receipt of documents in electronic form The Board may prescribe such procedures as it thinks fit for verriying the authenticity or integrity of any such document or information given to it in electronic form
52 12 Any document or other information may be sent or supplied by the Company by reference to the Register as it stands at any time not more than 15 days before the date of despatch by the Company No change in the Register after that time shall invalidate that Where any document or other information is sent or supplied to any person in respect of a share rn accordance with these Articles, no person deriving any title or interest in that share shall be entitled to any further document or other information and shall be bound by such document or other information
52 13 Where a document or other information is sent or supplied to the Company by a person on behalf of another, the Company may require reasonable evidence of the authority of the former to act on behalf of the latter
52 14 Any amendment or revocation of a notification given to the Company under this Article shall only take effect if in writing, signed or otherwise Authenticated by the Member and on actual receipt by the Company thereof
52 15 in calculating a perrod of hours for the purposes of this Article, no account shall be taken of any part of a day that is not a working day (as defined in section 1173 the 2006 Act) unless the Board decide otherwise
52 16 A communication in electronic form shall not be treated as received by the Company if it is relected by computer virus protection arrangements
52 17 Nothing in any of the preceding Articles shall affect any requirement of the Companies Acts that any document or other information be served in any particular manner

Destruction of documents 53

The Company may destroy 53 1

ર્દ્રન

(A) any share certificate that has been cancelled at any time after the expiry of one year from the date of such cancellation,
(B) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two years from the date such mandate, variation, cancellation or notification is recorded by the Company,
(C) any instrument of transfer of shares that has been registered at any time after the expiry of six years from the date of registration, and
(D) any other document on the basis of which any entry in the Register is made at any time after the expiry of six years from the date on which an entry in the Register was first made in respect of it
53 2 It shall conclusively be presumed in favour of the Company that every share certificate so destroyed was a valid certificate duly and properly cancelled, that every instrument of transfer so destroyed was a valid and effective instrument duly and properly requstered. and that every other document so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company
53 3 Article 53 2 shall apply only to the destruction of a document in good farth and without express notice to the Company that the preservation of such document was relevant to a claim
53 4 Nothing in this Article 53 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as set out above or un any case where the conditions of Article 53 3 are not fulfilled
53 5 References in this Article 53 to the destruction of any document include references to its disposal in any manner
53 6 If the documents relate to shares in uncertificated form, the Company must comply with the Uncertificated Securities Regulations

54 Secrecy

54 1 No Member or general meeting or other meeting of Members shall be entitled to require discovery of or any information respecting any detail of the Company's trading, or any matter that is or may be in the nature of a trade secret, mystery of trade or secret process, or that may relate to the conduct of the business of the Company that in the opinion of the Board it would be inexpedient in the interest of the Company to communicate to the public

રક Employees

55 1 The Board may by resolution exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any subsidiary

Winding up કદ

56 1 Subject to any particular rights or limitations for the time being attached to any shares, if the Company is wound up the assets available for distribution among the Members will be distributed to the Members pro rata to the number of shares held by them and to the amounts paid up on the shares at the time of commencement of the liquidation
56 2 ff the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the liquidator may, with the authority of a special resolution and subject to any sanction required by the Companies Acts,
- (A) dwide among the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any assets and determine how the division shall be carried out as between the Members or different classes of Members.
- (B) vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the liquidator, with the like sanction, shall think fit

but so that no Member shall be compelled to accept any asset on which there is any liability

57 Indemnity

57 1 Subject to the Companies Acts, but without prejudice to any indemnity to which any person referred to in this Article 57 1 may otherwise be entitled, the Company may indemnify a relevant director or other officer (excluding any Auditor) of the Company or of an associated company out of the Company's assets against
- any liability incurred by such a person in connection with any negligence, default, (A) breach of duty or breach of trust or otherwise in relation to the Company or an associated company,
- any liability incurred by such a person in connection with the activities of the (B) Company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the 2006 Act), and
- any other liability incurred by such a person as an officer of the Company or of an (C) associated company
57 2 Subject to the Companies Acts, the Company may provide any relevant director or other officer (excluding any Auditor) of the Company or of an associated company with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application relating to a liability referred to in Article 57 1 and otherwise may take any action to enable any such person to avoid incurring such expenditure
57 3 In this Article 57 and in Article 58
- (A) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
- (B) a 'relevant director' means any director, alternate director or former director of the Company or of an associated company

Insurance 58

58 1 Without prejudice to the provisions of Article 57, the Board shall have the power to purchase and mantain insurance for, or for the benefit of, any persons who are or were at any time Directors, officers (other than Auditors) or employees of the Company, or of any other company which is its holding company or in which the company or such holding company or any of the predecessors of the Company or of such holding company has any interest (whether direct or indirect) or which is in any way allied to, or associated with, the Company, or to any subsidiary undertaking of the Company, or of any such other company, or who are or were at any time trustees of any pension fund in which employees of the Company, or of any other such company or subsidiary undertaking, are interested including, without limitation, insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or relation to the Company or any other such company, subsidiary undertaking or pension fund No Director or former Director shall be accountable to the Company or its members for any benefit provided pursuant to this Article 58 1 and the receipt of such benefit shall not disqualify any person from being or becoming a Director of the Company

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MJ GLEESON PLC

4921_rns_2020-04-28_5ce66744-9190-4e7d-bfa3-a5818441b3d6.pdf

ARTICLES OF ASSOCIATION

MJ Gleeson PLC

CONTENTS

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

MJ Gleeson PLC

(Adopted on Incorporation)

ー Exclusion of model regulations

2 Interpretation

3 Liability of Members

4 Name

ട് Share rights

6 Redeemable shares

7 Variation of rights

8 Allotment of shares and sale of treasury shares

9 Commissions

10 Non-recognition of trusts and other equitable interests

11 Share warrants

Share certificates 12

13 Shares in uncertificated form

14 Lien

Calls on shares 15

16 Forfeiture of shares

17 Disclosure of interests

18 Transfer of shares

19 Transmission of shares

Untraced shareholders 20

21 Fractions of shares

22 General meetings

Notices of general meetings 23

Proceedings at general meetings 24

25 Amendments to resolutions

Method of voting and demand for poll 26 - -

Votes of Members 27

28 Proxies

Number of Directors and shareholding qualification 29 - -

30 Appointment and removal of Directors

31 Remuneration of Directors

Additional remuneration and expenses 32 -

33 Executive Directors

34 Disqualification of Directors

રૂક Rotation of Directors

Alternate directors 36

37 Directors' interests

37 2 Declaration of Directors' interests generally

37 3 Accountability for benefits

37 4 Quorum and voting requirements

37 5 General provisions relating to conflicts of interest and other interests of Directors

38 Powers of the Board

Delegation of Board's powers ဒီမွှာ ကျွန်းများ အ

41 Borrowing powers

42 Proceedings of the Board

43 Secretary

44 The seals

45 Authentication of documents

46 Dividends and other payments

47 Reserves

48 Capitalisation of reserves and profits

49 Avoidance of discounts on exercise of employees' share options

50 Books, records and registers

ર્દ્ર ( Accounting records

52 Service of documents and other information

Destruction of documents 53

54 Secrecy

રક Employees

Winding up કદ

57 Indemnity

Insurance 58

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