NO. 3849958

THE COMPANIES ACTS 1985 TO 2006 _______________________________

PUBLIC COMPANY LIMITED BY SHARES _______________________________

NEW ARTICLES OF ASSOCIATION of ADMIRAL GROUP PLC (As Adopted by Special Resolution passed on 28 April 2022) _______________________________

Article No.		Page
	PRELIMINARY
1.	Interpretation1
2.	Model articles or regulations not to apply4
3.	Change of name 5
4.	Limited liability 5
	SHARE CAPITAL5
5.	Share rights 5
6.	Allotment5
7.	Redeemable shares 5
8.	Share warrants to bearer5
9.	Commission and brokerage6
10.	Trusts not to be recognised 6
	SHARE CERTIFICATES 6
11.	Right to certificates 6
12.	Consolidated and replacement certificates 7
13.	Uncertificated shares7
	LIEN ON SHARES 9
14.	Lien on shares not fully paid9
15.	Enforcement of lien by sale 9
16.	Application of proceeds of sale9
	CALLS ON SHARES10
17.	Calls10
18.	Liability of joint holders 10
19.	Interest on calls10
20.	Rights of member when call unpaid 10
21.	Sums due on allotment treated as calls 10
22.	Power to differentiate11
23.	Payment in advance of calls11
24.	Delegation of power to make calls11

25.	Indemnity against claims in respect of shares11
	FORFEITURE OF SHARES12
26.	Notice if call not paid 12
27.	Forfeiture for non-compliance12
28.	Notice after forfeiture 12
29.	Forfeiture may be annulled12
30.	Surrender12
31.	Disposal of forfeited shares 12
32.	Effect of forfeiture 13
33.	Extinction of claims13
34.	Evidence of forfeiture13
	TRANSFERS OF SHARES13
35.	Transfers of shares13
36.	Transfers of uncertificated shares 14
37.	Other powers in relation to transfers 15
	TRANSMISSION OF SHARES 15
38.	On death 15
39.	Election of person entitled by transmission 15
40.	Rights on transmission 16
	DESTRUCTION OF DOCUMENTS16
41.	Destruction of documents16
	ALTERATION OF SHARE CAPITAL 17
42.	Increase, consolidation, cancellation, sub-division and redenomination 17
43.	Fractions 17
44.	Reduction of capital 18
45.	Purchase of own shares 18
	VARIATION OF CLASS RIGHTS 18
46.	Sanction to variation 18
47.	Class meetings 19
48.	Deemed variation19
	MEETINGS OF MEMBERS19

49.	Annual general meetings19
50.	Convening of general meeting other than annual general meeting 19
51.	Notice of general meetings20
52.	Omission to send notice or non-receipt of notice 21
53.	Postponement of general meetings21
54.	Special business21
55.	General meeting at more than one location 22
56.	Hybrid meetings22
57.	Attendance and speaking at general meetings 22
	PROCEEDINGS AT GENERAL MEETINGS23
58.	Quorum23
59.	If quorum not present 23
60.	Chair 24
61.	Entitlement to attend and speak 24
62.	Power to adjourn24
63.	Notice of adjourned meeting25
64.	Business of adjourned meeting 25
65.	Accommodation of members and security arrangements25
66.	Orderly conduct 25
	VOTING AND POLLS 26
67.	Method of voting 26
68.	Chair's declaration conclusive on show of hands27
69.	Objection to or error in voting 27
70.	Amendment to resolutions27
71.	Procedure on a poll 27
72.	Votes of members28
73.	Votes of joint holders 28
74.	Votes of member suffering incapacity 28
	PROXIES AND CORPORATE REPRESENTATIVES29
75.	Voting by proxy 29
76.	Form of proxy29

77.	Deposit or receipt of proxy30
78.	Maximum validity of proxy 31
79.	Revocation of proxy 31
80.	Corporate representatives 31
81.	Failure to disclose interests in shares 31
	UNTRACED MEMBERS 33
82.	Power of sale33
83.	Application of proceeds of sale34
	APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS34
84.	Number of Directors 34
85.	Power of Company to appoint Directors34
86.	Power of Board to appoint Directors35
87.	Appointment of executive Directors35
88.	Eligibility of new Directors35
89.	Share qualification 35
90.	Resolution for appointment of two or more Directors 35
91.	Retirement at annual general meetings 35
92.	Position of retiring Director 35
93.	Deemed re-appointment36
94.	Removal by ordinary resolution 36
95.	Vacation of office by Director36
96.	Resolution as to vacancy conclusive37
	ALTERNATE DIRECTORS37
97.	Appointments37
98.	Participation in Board meetings37
99.	Alternate Director responsible for own acts37
100.	Interests of alternate Director 37
101.	Revocation of appointment38
	DIRECTORS' REMUNERATION, EXPENSES AND PENSIONS 38
102.	Directors' fees38
103.	Expenses 38

104.	Additional remuneration38
105.	Remuneration of executive Directors 39
106.	Pensions and other benefits 39
	POWERS AND DUTIES OF THE BOARD 39
107.	Powers of the Board 39
108.	Powers of Directors if less than minimum number39
109.	Powers of executive Directors 40
110.	Delegation to committees 40
111.	Delegation to individual Directors 40
112.	Local management 40
113.	Power of attorney41
114.	Powers of delegation 41
115.	Associate directors 41
116.	Exercise of voting power 41
117.	Provision for employees 41
118.	Overseas registers42
119.	Borrowing powers42
	PROCEEDINGS OF DIRECTORS AND COMMITTEES46
120.	Board meetings46
121.	Notice of Board meetings 46
122.	Quorum46
123.	Chair of Board46
124.	Voting and the Chair's casting vote46
125.	Electronic participation in meetings 47
126.	Resolution in writing 47
127.	Minutes of proceedings 47
128.	Validity of proceedings 48
	DIRECTORS' INTERESTS 48
129.	Power of the Board to authorise conflicts of interest 48
130.	Interests not requiring Board authorisation 49

132.	Interested Director not to vote or count for quorum50
133.	Director's interest in own appointment 51
134.	Chair's ruling conclusive on Director's interest52
135.	Directors' resolution conclusive on Chair's interest52
136.	Relaxation of provisions 52
137.	Definitions 52
	AUTHENTICATION OF DOCUMENTS53
138.	Power to authenticate documents 53
	SEALS53
139.	Safe custody 53
140.	Application of Seal53
141.	Execution as a deed without sealing 53
142.	Official seal for use abroad54
	THE SECRETARY54
143.	The Secretary 54
	DIVIDENDS AND OTHER PAYMENTS54
144.	Declaration of dividends 54
145.	Interim dividends54
146.	Entitlement to dividends 54
147.	Cancellation or deferral of dividends 55
148.	Calls or debts may be deducted from dividends 55
149.	Distribution in specie 55
150.	Dividends not to bear interest55
151.	Method of payment55
152.	Uncashed dividends 56
153.	Unclaimed dividends 57
154.	Payment of scrip dividends57
155.	Reserves58
156.	Capitalisation of reserves 58
157.	Record dates 59
	ACCOUNTS60

158.	Accounting records60
159.	Inspection of records 60
160.	Accounts to be sent to members 60
161.	Summary financial statements 60
	NOTICES60
162.	Service of notices etc 60
163.	Service of notice in case of death or bankruptcy, etc62
164.	Evidence of service 62
165.	Notice binding on transferees63
166.	Notice by advertisement 63
167.	Suspension of postal services 63
	WINDING UP63
168.	Division of assets63
169.	Transfer or sale under section 110 Insolvency Act 1986 64
	INDEMNITY 64
170.	Indemnity 64
171.	Power to insure64

NO. 3849958

THE COMPANIES ACTS 1985 TO 2006 _______________________________

PUBLIC COMPANY LIMITED BY SHARES _______________________________

NEW

ARTICLES OF ASSOCIATION

ADMIRAL GROUP PLC

(As Adopted by Special Resolution passed on [•]) _______________________________

PRELIMINARY

1. Interpretation

1.1 In these Articles, unless the context otherwise requires, the following expressions have the following meanings:

Act means the Companies Act 2006, as amended from to time;

address includes a number or address used for the purposes of sending or receiving documents or information by electronic means;

these Articles means these Articles of Association as originally adopted as the same may be amended from time to time (and Article means one of these Articles);

Auditors means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;

authenticated has the meaning given to in the Act¹ ;

Board means the board of Directors for the time being of the Company or the Directors present or deemed to be present at a duly convened meeting of Directors at which a quorum is present;

cash memorandum account means an account so designated by the Operator of the relevant system;

certificated in relation to a share, means that it is not an uncertificated share;

Chair means the chair (if any) of the Board or, where the context requires, the chair of a general meeting of the Company;

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

Company means Admiral Group PLC;

Depositary means a custodian or other person (or a nominee for such custodian or other person) appointed under contractual arrangements with the Company or other arrangements

¹ Section 1146, the Act.

approved by the Board whereby such custodian or other person or nominee holds or is interested in shares of the Company or rights or interests in shares of the Company and issues securities or other documents of title or otherwise evidencing the entitlement of the holder thereof to or to receive such shares, rights or interests, and shall include, where approved by the Board, the trustees (acting in their capacity as such) of any employees' share scheme established by the Company or any other scheme or arrangement principally for the benefit of employees or those in the service of the Company and/or its subsidiaries or their respective businesses and the managers (acting in their capacity as such) of any investment or savings plan, which, in each case, the Board has approved;

Director means a director for the time being of the Company and includes any person appointed by them as their alternate director but only while acting as such;

Disclosure and Transparency Rules means the Disclosure and Transparency Rules made by the FCA under Part VI of FSMA as the same may be amended from time to time;

electronic form and electronic means have the meanings given to them in the Act² ;

electronic platform means any form of electronic platform and includes, without limitation, website addresses, application technology, conference call systems and other forms of electronic communications technology;

execution includes any mode of execution (and executed shall be construed accordingly);

FCA means the Financial Conduct Authority or its successors from time to time acting in its capacity as the competent authority for the purposes of Part VI of FSMA;

FSMA means the Financial Services and Markets Act 2000;

general meeting means a meeting of shareholders which is an annual general meeting or any other general meeting;

holder means (in relation to any share) the member whose name is entered in the Register as the holder or, where the context permits, the members whose names are entered in the Register as the joint holders of that share;

hybrid meeting means a general meeting (including the annual general meeting) hosted on an electronic platform, where that meeting is physically hosted at a specific location simultaneously;

Listing Rules mean the Listing Rules made by the FCA under Part VI of FSMA;

London Stock Exchange means London Stock Exchange plc or other principal stock exchange in the United Kingdom for the time being;

member means a member of the Company or, where the context requires, a member of the Board or of any committee;

Non Executive Director means a non executive director for the time being of the Company, including the Chair;

Office means the registered office for the time being of the Company;

Operator means Euroclear UK & Ireland Limited or such other person as may for the time being be approved by the Bank of England as Operator under the Regulations;

² Section 1168, the Act.

paid up means paid up or credited as paid up;

participating security means a security title to units of which are permitted by the Operator to be transferred by means of a relevant system;

recognised clearing house means a clearing house granted recognition under FSMA;

recognised investment exchange means an investment exchange granted recognition under FSMA;

recognised person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange which is designated as mentioned in the Act³ ;

Register means the register of members of the Company to be kept pursuant to section 113 of the Act or the issuer register of members and Operator register of members maintained under Regulation 20 of the Regulations and, where the context requires, any register maintained by the Company or the Operator of persons holding any renounceable right of allotment of a share or, as the case may be, any overseas branch register kept pursuant to Article 118;

Regulations means The Uncertificated Securities Regulations 2001 (SI 2001 No 3755) as the same may be amended from time to time and any provisions of or under the Act which supplement or replace such Regulations;

relevant system means the computer-based system and procedures which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the Regulations;

Seal means the common seal of the Company or any official or securities seal that the Company may be permitted to have under the Act⁴ ;

Secretary means the secretary for the time being of the Company or any other person appointed to perform any of the duties of the secretary of the Company including (subject to the provisions of the Act⁵ ) a joint, temporary, assistant or deputy secretary;

share means a share of the Company;

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

United Kingdom means Great Britain and Northern Ireland;

working day has the meaning given to it in the Act⁶ ; and

writing or written means printing, typewriting, lithography, photography and any other mode or modes of representing or reproducing words in a legible and non-transitory form, whether sent or supplied in electronic form or otherwise.

1.2 In these Articles, unless the context otherwise requires:
1.2.1 words in the singular include the plural, and vice versa;

⁶ Section 1173, the Act.

³ Section 778, the Act.

⁴ Section 45, the Act.

⁵ Section 274, the Act.

1.2.2 words importing the masculine gender include every gender;
1.2.3 a reference to a person includes a body corporate and an unincorporated body of persons;
1.2.4 a reference to an uncertificated share or to a share (or to a holding of shares) being in uncertificated form is to that share being an uncertificated unit of a security which, for the time being, is a participating security, and a reference to a certificated share or to a share being in certificated form is to that share being a unit of a security which is not an uncertificated unit;
1.2.5 a reference to any statute or statutory provision includes any orders, regulations or other subordinate legislation made under it and any statutory modification or re-enactment of it for the time being in force; and
1.2.6 words or expressions defined in the Act shall have the meaning given to them in the Act.
1.3 References to a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
1.4 References to a person being "present" at or "attending" a general meeting means, for the purposes of physical meetings, present in person or, for the purposes of a hybrid meeting, present in person or by means of an electronic platform.
1.5 References in relation to general meetings, to voting "in person" includes voting by means of an electronic platform, whether remotely, or while physically present at a meeting.
1.6 References to a person's "participation" in the business of any general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Act or these Articles to be made available at the meeting and "participate" and "participating" shall be construed accordingly.
1.7 References to "speak", "hear" and "be heard" shall be interpreted in accordance with Article 57.3.
1.8 The expressions "issuer register of members", "Operator-instruction", "Operator register of members" and "participating issuer" have the same meaning as in the Regulations.
1.9 All references in these Articles to giving of instructions by means of a relevant system shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Regulations. The giving of such instructions shall be subject to:
1.9.1 the facilities and requirements of the relevant system;
1.9.2 the Regulations; and
1.9.3 the extent to which such instructions are permitted by or practicable under the rules and practices from time to time of the Operator of the relevant system.
1.10 The headings are inserted for convenience only and shall not affect the construction of these Articles.
1.11 The footnotes do not form part of these Articles and are only included so as to give statutory references and other guidance.

2. Model articles or regulations not to apply

No model articles or regulations contained in any statute or subordinate legislation, including those contained in the regulations contained in Table A in the schedule to the Companies (Tables A to F) Regulations 1985, apply as the articles of association of the Company.

3. Change of name

The name of the Company may be changed either by the members by special resolution or by ordinary resolution or by the Directors.

4. Limited liability

The liability of the members is limited to the amount, if any, unpaid on their shares.

SHARE CAPITAL

5. Share rights

5.1 Subject to the provisions of the Act⁷ and to any rights for the time being attached to any existing shares, any shares may be allotted or issued with, or have attached to them, such preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise, as the Company may from time to time by ordinary resolution determine or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.

6. Allotment

6.1 Subject to the provisions of the Act⁸ and to any relevant authority of the Company required by the Act, the Board may allot (with or without conferring rights of renunciation), grant options over, offer or otherwise deal with or dispose of any unissued shares or rights to subscribe for or convert any security into shares, to such persons (including the Directors themselves), at such times and generally on such terms and conditions as the Board may decide, provided that no share shall be issued at a discount.
6.2 The Board may, at any time after the allotment of any share but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and accord to any allottee of a share a right to effect such renunciation and/or allow the rights represented thereby to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose.
6.3 Subject to the Act⁹ , the Board may issue shares as certificated shares or as uncertificated shares in its absolute discretion and these Articles shall be construed accordingly.

7. Redeemable shares

Subject to the provisions of the Act¹⁰ and to any special rights for the time being attached to any existing shares, any share may be issued which is, or at the option of the Company or of the holder of such share is liable, to be redeemed on such terms and conditions and in such manner as these Articles may provide or the Directors may determine.

8. Share warrants to bearer

8.1 The Company may, with respect to any fully paid shares, issue a warrant (a share warrant) stating that the bearer of the share warrant is entitled to the shares specified in it and may

⁷ Sections 549-609, the Act in relation to allotment of shares.

⁸ Sections 549-609, the Act in relation to allotment of shares.

⁹ Sections 769, 776 – 778, the Act.

¹⁰ Section 684, the Act.

provide (by coupons or otherwise) for the payment of future dividends on the shares included in a share warrant.

8.2 The powers referred to in Article 8.1 may be exercised by the Board, which may determine and vary the conditions on which share warrants shall be issued, and in particular on which:
8.2.1 a new share warrant or coupon will be issued in the place of one damaged, defaced, worn out or lost (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);
8.2.2 the bearer of a share warrant shall be entitled to receive notice of and to attend, vote and demand a poll at general meetings;
8.2.3 dividends will be paid; and
8.2.4 a share warrant may be surrendered and the name of the holder entered in the Register in respect of the shares specified in it.
8.3 Subject to such conditions 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 to it, whether made before or after the issue of such share warrant.

9. Commission and brokerage

The Company may, in connection with the issue of any shares, exercise all powers of paying commission and brokerage conferred or permitted by the Act¹¹ . Subject to the provisions of the Act¹², any such commission or brokerage may be satisfied by the payment of cash, the allotment of fully or partly paid shares, the grant of an option to call for an allotment of shares or any combination of such methods.

10. Trusts not to be recognised

Except as otherwise expressly provided by these Articles, as required by law or as ordered by a court of competent jurisdiction, the Company shall not recognise any person as holding any share on any trust, and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any equitable, contingent, future, partial or other claim to or interest in any shares other than an absolute right of the holder to the whole of the share.

SHARE CERTIFICATES

11. Right to certificates

11.1 On becoming the holder of any share in certificated form, every person (except a recognised person in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) shall be entitled, without charge, to have issued within two months after allotment or lodgement of a transfer (unless the terms of issue of the shares provide otherwise) one certificate for all of the shares of that class registered in their name. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up thereon and shall be issued as provided in Article 140.

¹¹ Section 552 and 553, the Act.

¹² Section 552 and 553, the Act.

11.2 The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named on the Register shall be sufficient delivery to all joint holders.
11.3 No certificate representing shares of more than one class or in respect of shares held by a recognised person shall be issued.
11.4 This Article 11 does not apply to:
11.4.1 uncertificated shares;
11.4.2 share warrants; or
11.4.3 shares in respect of which the Act permit the Company not to issue a certificate.

12. Consolidated and replacement certificates

12.1 Where a member's (other than a recognised person) holding of shares of a particular class is reduced, the Company must ensure that the member is issued with one or more certificates without charge in respect of the number of shares held by the member after that reduction.
12.2 Where a member's holding of shares of a particular class increases, the Company must, without charge, issue that member with:
12.2.1 a single, consolidated certificate in respect of all the shares of a particular class which that member holds; or
12.2.2 a separate certificate in respect of only those shares by which that member's holding has increased.
12.3 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 without charge on surrender of the original certificates for cancellation.
12.4 If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu thereof 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.
12.5 A consolidated certificate or separate certificates must not be issued unless any certificates which they are to replace have first been returned to the Company for cancellation or the holder has complied with such conditions as to evidence and indemnity as the Board may decide.
12.6 Share certificates may be renewed or replaced on such terms as to provision of evidence and indemnity (with or without security) and to payment of any exceptional out of pocket expenses, including those incurred by the Company in investigating such evidence and preparing such indemnity and security, as the Board may decide, and on surrender of the original certificate (where it is defaced, damaged or worn out), but without any further charge.
12.7 In the case of shares held jointly by several persons, any such request as is mentioned in this Article 12 may be made by any one of the joint holders.
12.8 This Article 12 does not apply to uncertificated shares.

13. Uncertificated shares

13.1 In this Article 13, "the relevant rules" means:
13.1.1 any applicable provision of the Act about the holding, evidencing of title to, or transfer of shares other than in certificated form; and
13.1.2 any applicable legislation, rules or other arrangements made under or by virtue of such provision including the Regulations.
13.2 The provisions of this Article 13 have effect subject to the relevant rules.
13.3 Where a class of shares is a participating security, these Articles only apply to an uncertificated share of that class to the extent that they are consistent with:
13.3.1 the holding of shares of that class in uncertificated form;
13.3.2 the transfer of title of that class by means of a relevant system; and
13.3.3 the relevant rules.
13.4 The Directors have the power to resolve that a class of shares may become a participating security and/or that a class of shares may cease to be a participating security. Any share or class of shares of the Company may be issued or held on such terms, or in such a way, that:
13.4.1 title to it or them is not, or must not be, evidenced by a certificate; or
13.4.2 it or they may or must be transferred wholly or partly without a certificate.
13.5 A member may, in accordance with the relevant rules, change a share of a class which is a participating security from a certificated share to an uncertificated share and from an uncertificated share to a certificated share.
13.6 The Directors have power to take such steps as they think fit in relation to:
13.6.1 the evidencing of and transfer of title to uncertificated shares (including in connection with the issue of such shares);
13.6.2 any records relating to the holding of uncertificated shares;
13.6.3 the conversion of certificated shares into uncertificated shares; or
13.6.4 the conversion of uncertificated shares into certificated shares.
13.7 The Company may by notice to the holder of a share require that share:
13.7.1 if it is uncertificated, to be converted into certificated form by the time stated on the notice; and
13.7.2 if it is certificated, not be converted into uncertificated form,

to enable it to be dealt with in accordance with these Articles.

13.8 If the member does not comply with the notice, the Directors may require the Operator to convert the shares held in uncertificated form into certificated form in the name and on behalf of the member in accordance with the Regulations.
13.9 If:
13.9.1 these Articles give the Directors power to take action, or require other persons to take action, in order to sell, transfer or otherwise dispose of shares; and
13.9.2 uncertificated shares are subject to that power, but the power is expressed in terms which assume the use of a certificate or other written instrument,

the Directors may take such action as is necessary or expedient to achieve the same results when exercising that power in relation to uncertificated shares.

13.10 In particular, the Directors may take such action as they consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertificated share or otherwise to enforce a lien in respect of it.

13.11 Unless the Directors otherwise determine, shares which a member holds in uncertificated form must be treated as separate holdings from any shares which that member holds in certificated form.
13.12 A class of shares must not be treated as two classes simply because some shares of that class are held in certificated form and others are held in uncertificated form.
13.13 The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the Regulations and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumptions. In particular, any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed so as to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

LIEN ON SHARES

14. Lien on shares not fully paid

The Company shall have a first and paramount lien on each of its shares which is not fully paid, for all amounts payable to the Company (whether presently or not) in respect of that share to the extent and in the circumstances permitted by the Act¹³ . The Board may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article.

15. Enforcement of lien by sale

The Board may sell all or any of the shares subject to any lien at such time or times and in such manner as it may determine. However, no sale shall be made until such time as any money in respect of which such lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, and until notice in writing shall have been served on the holder or the person (if any) entitled by transmission to the shares, demanding the amount due or specifying the liability or engagement and demanding payment or fulfilment or discharge thereof and giving notice of intention to sell if default in payment, fulfilment or discharge shall continue for 14 clear days after service of such notice. For giving effect to any such sale, the Board may authorise some person to execute an instrument of transfer of the shares sold in the name and on behalf of the holder or the person (if any) entitled by transmission in favour of the purchaser or as the purchaser may direct. The purchaser shall not be bound to see to the application of any purchase consideration nor shall their title to the shares be affected by any act, omission, irregularity or invalidity relating to or connected with the proceedings in reference to the sale.

16. Application of proceeds of sale

The net proceeds of any sale of shares subject to any lien, after payment of the expenses of sale, shall be applied in or towards satisfaction of so much of the amount due to the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged. The balance (if any) shall (on surrender to the Company for cancellation of the certificate for the shares sold or a suitable indemnity being given for any lost certificate and, subject to a like lien for any money not presently payable or any liability or

¹³ Section 670, the Act.

engagement not liable to be presently fulfilled or discharged as existed on the shares before the sale), be paid (without interest) to the holder or the person (if any) entitled by transmission to the shares so sold.

CALLS ON SHARES

17. Calls

Subject to the terms of allotment of shares, the Board may from time to time make calls on the members in respect of any money unpaid on the shares of any class held by them respectively (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. A call may be required to be paid by instalments. Each member shall (subject to receiving at least 14 clear days' notice specifying when and where payment is to be made and whether or not by instalments) be liable to pay the amount of every call so made on them as required by the notice. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed or (as the case may require) any person to whom power has been delegated pursuant to these Articles serves notice of exercise of such power. A call may, before receipt by the Company of any sum due thereunder, be either revoked or postponed in whole or part as regards all or any such members as the Board may determine. A person on whom a call is made shall remain liable notwithstanding the subsequent transfer of the shares in respect of which the call was made.

18. Liability of joint holders

The joint holders of a share shall be jointly and severally liable for the payment of all calls in respect thereof.

19. Interest on calls

If the whole of the sum payable in respect of any call is not paid on or before the day appointed for payment, the person from whom it is due and payable shall pay all costs, charges and expenses that the Company may have incurred by reason of such non-payment, together with interest on the unpaid amount from the day appointed for payment thereof to the day of actual payment (both days inclusive) at the rate fixed by the terms of the allotment of the share or in the notice of the call or, if no rate is so fixed, at such rate, not exceeding 15 per cent per annum (compounded on a 6 monthly basis), as the Board may determine. The Board may waive payment of such costs, charges, expenses or interest in whole or in part.

20. Rights of member when call unpaid

Unless the Board otherwise determines, no member shall be entitled to receive any dividend or to be present and vote at a general meeting or at any separate general meeting of the holders of any class of shares either in person or (save as proxy for another member) by proxy, or be reckoned in a quorum, or to exercise any other right or privilege as a member in respect of a share held by them unless and until they shall have paid all calls for the time being due and payable by them in respect of that share, whether alone or jointly with any other person, together with interest and expenses (if any) payable by such member to the Company.

21. Sums due on allotment treated as calls

Any sum payable in respect of a share on allotment or at any fixed date, whether in respect of the nominal value of the share or by way of premium or as an instalment of a call, shall for the purposes of these Articles be deemed to be a call duly made. If it is not paid, the provisions of these Articles shall apply as if such amount had become due and payable by virtue of a call.

22. Power to differentiate

The Board may make arrangements on the allotment or issue of shares for a difference as between the allottees or holders of such shares in the amount and time of payment of calls.

23. Payment in advance of calls

The Board may, if it thinks fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid on the shares held by them. Such payment in advance of calls shall extinguish pro tanto the liability on the shares in respect of which it is made. The Company may pay interest on the money paid in advance, or so much of it as exceeds the amount for the time being called up on the shares in respect of which such advance has been made, at such rate as the Board may decide. The Board may at any time repay the amount so advanced on giving to such member not less than three months' notice in writing of its intention to do so, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

24. Delegation of power to make calls

If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Board may delegate on such terms as it thinks fit to the person in whose favour such mortgage or security is executed, or to any other person in trust for them, the power to make calls on the members in respect of such uncalled capital, to sue in the name of the Company or otherwise for the recovery of moneys becoming due in respect of calls so made and to give valid receipts for such moneys. The power so delegated shall subsist during the continuance of the mortgage or security, notwithstanding any change of Directors, and shall be assignable if expressed so to be.

25. Indemnity against claims in respect of shares

Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability on the Company to make any payment, or empowers any government or taxing authority or government official to require the Company to make any payment, in respect of any shares held either jointly or solely by any member or in respect of any dividends or other moneys due or payable or accruing due or which may become due or payable to such member by the Company or in respect of any such shares or for or on account or in respect of any member, and whether in consequence of:

(a) the death of such member;
(b) the non-payment of any income tax or other tax by such member;
(c) the non-payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such member or by or out of their estate; or
(d) any other act or thing;

the Company in every such case:

(i) shall be fully indemnified by such member or their executor or administrator from all liability arising by virtue of such law; and
(ii) may recover as a debt due from such member or their executor or administrator (wherever constituted or residing) any moneys paid by the Company under or in consequence of any such law, together with interest thereon at the rate of 15 per cent. per annum from the date of payment to the date of repayment.

Nothing contained in this Article 25 shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company and as between the Company and every such

member as aforesaid, their executor, administrator, and estate wherever constituted or situated, any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.

FORFEITURE OF SHARES

26. Notice if call not paid

If any member fails to pay the whole of any call or any instalment of any call on or before the day appointed for payment, the Board may at any time serve a notice in writing on such member or on any person entitled to the shares by transmission, requiring payment, on a date not less than 14 clear days from the date of the notice, of the amount unpaid and any interest which may have accrued thereon and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where the payment is to be made and state that, if the notice is not complied with, the shares in respect of which such call was made will be liable to be forfeited.

27. Forfeiture for non-compliance

If the notice referred to in Article 26 is not complied with, any share in respect of which it was given may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared or other money payable in respect of the forfeited shares and not paid before the forfeiture.

28. Notice after forfeiture

When any share has been forfeited, notice of the forfeiture shall be served on the person who was before forfeiture the holder of the share or the person entitled to such share by transmission (as the case may be). An entry of such notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry as aforesaid.

29. Forfeiture may be annulled

The Board may, at any time before any share so forfeited has been cancelled or sold, reallotted or otherwise disposed of, annul the forfeiture, on the terms that payment shall be made of all calls and interest due thereon and all expenses incurred in respect of the share and on such further terms (if any) as the Board shall see fit.

30. Surrender

The Board may accept a surrender of any share liable to be forfeited. In such case, references in these Articles to forfeiture shall include surrender.

31. Disposal of forfeited shares

Every share which is forfeited shall on forfeiture become the property of the Company. Subject to the provisions of the Act¹⁴, any forfeited share may be sold, re-allotted or otherwise disposed of, either to the person who was the holder before forfeiture or otherwise entitled to the share, or to any other person, on such terms and in such manner as the Board shall determine. The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register, notwithstanding the absence of any share certificate being lodged in respect of the

¹⁴ Section 662, the Act.

share and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by (as the case may be) the holder (if any) of, or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal.

32. Effect of forfeiture

A shareholder whose shares have been forfeited shall cease to be a member in respect of the shares forfeited and shall, in the case of a holder of certificated shares, surrender to the Company for cancellation the certificate for such shares. They shall nevertheless be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon at 15 per cent per annum (or such lower rate as the Board may determine) from the date of the forfeiture to the date of payment (both dates inclusive), in the same manner in all respects as if the shares had not been forfeited, and to satisfy all (if any) claims, demands and liabilities which the Company might have enforced in respect of the shares at the time of forfeiture, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

33. Extinction of claims

The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the holder (if any) whose share is forfeited (or the person entitled by transmission to the forfeited share as the case may be) and the Company, except only such of those rights and liabilities as are by these Articles expressly saved, or as are by the Act given or imposed in the case of past members.

34. Evidence of forfeiture

A statutory declaration by a Director or the Secretary that a share has been forfeited in pursuance of these Articles, and stating the date on which it was forfeited, shall, as against all persons claiming to be entitled to that share, be conclusive evidence of the facts therein stated. The declaration, together with the receipt by the Company for the consideration (if any) given for the share on the sale or disposition thereof and a certificate for the share delivered to the person to whom the same is sold or disposed of, shall (subject if necessary to the execution of an instrument of transfer) constitute a good title to the share. Subject to the execution of any necessary transfer, such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition and shall not be bound to see to the application of any purchase consideration, nor shall their title to the share be affected by any act, omission, irregularity or invalidity relating to or connected with the proceedings in reference to the forfeiture or disposal of the share. Such person shall not (except by express agreement with the Company) become entitled to any dividend which might have accrued on the share before the completion of the sale or disposition thereof.

TRANSFERS OF SHARES

35. Transfers of shares

35.1 Subject to this Article 35 and Article 81, shares of the Company are free from any restriction on transfer. In exceptional circumstances approved by the FCA, the Directors may refuse to register a transfer of certificated shares provided that such refusal would not disturb the market in those shares.
35.2 Certificated shares may be transferred by means of an instrument of transfer in writing in any usual form or any other form approved by the directors, which is executed by or on behalf of:
35.2.1 the transferor; and
35.2.2 (if any of the shares is partly paid) the transferee.
35.3 No fee shall be charged for registration of a transfer, the renunciation of a renounceable letter of allotment or other document or instructions relating to or affecting the title to a share or the right to transfer it or for making any other entry in the register.
35.4 Subject to the Regulations, the transferor remains the holder of a share until the transferee's name is entered in the register as holder of it.
35.5 Subject to the requirements of the Listing Rules, the Directors may, in their absolute discretion, refuse to register the transfer of a certificated share which is not fully paid or the transfer of a certificated share on which the Company has a lien.
35.6 The Directors may also, in their absolute discretion, refuse to register the transfer of a certificated share or a renunciation of a renounceable letter of allotment of a share unless all of the following conditions are satisfied:
35.6.1 it is in respect of a share which is fully paid up;
35.6.2 it is in respect of only one class of shares;
35.6.3 it is in favour of (as the case may be) a single transferee or renouncee or not more than four joint transferees or renouncees;
35.6.4 it is duly stamped (if so required); and
35.6.5 it is delivered for registration to the Office or such other place as the Board may from time to time determine, accompanied (except in the case of (a) a transfer by a recognised person where a certificate has not been issued, (b) a transfer of an uncertificated share or (c) a renunciation) by the certificate for the share to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor or person renouncing and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so, provided that the Board shall not refuse to register a transfer or renunciation of a partly paid share on the grounds that it is partly paid in circumstances where such refusal would prevent dealings in such share from taking place on an open and proper basis on the market on which such share is admitted to trading.
35.7 Subject to Article 41, the Company may retain all instruments of transfer which are registered.
35.8 If the Board refuses to register a transfer of a certificated share it shall, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee, together with its reasons for the refusal. Any instrument of transfer which the Board refuses to register shall (except in the case of suspected or actual fraud) be returned to the person depositing it.

36. Transfers of uncertificated shares

36.1 Uncertificated shares may be transferred in accordance with the Regulations.
36.2 In accordance with and subject to the provisions of the Regulations, the Operator of the relevant system shall register a transfer of:
36.2.1 title to any uncertificated share; or
36.2.2 any renounceable right of allotment of a share which is a participating security held in uncertificated form,

unless the Regulations permit the Operator of the relevant system to refuse to register such a transfer in certain circumstances in which case the Operator of the relevant system may refuse such registration in such circumstances.

36.3 In accordance with the Regulations, if the Operator of the relevant system refuses to register the transfer of:
36.4 an uncertificated share; or
36.5 any uncertificated renounceable right of allotment of a share,

it must, as soon as practicable and in any event within two months after the date on which the relevant system-member instruction or issuer instruction (as the case may be) was received by the Operator, send notice of the refusal to the relevant system-member or participating issuer (as the case may be).

36.6 In accordance with and subject to the provisions of the Regulations, where title to an uncertificated share is transferred by means of a relevant system to a person who is to hold such share in certificated form after such transfer, the Company as participating issuer must register the transfer in accordance with the relevant Operator-instruction, but so that the Company may refuse to register such a transfer in any circumstance permitted by the Regulations.
36.7 In accordance with the Regulations, if the Company as participating issuer refuses to register the transfer of title to an uncertificated share transferred by means of a relevant system to a person who is to hold such share in certificated form after such transfer, it must, as soon as practicable and in any event within two months after the date on which the Operator-instruction was received by the Company, send notice of the refusal to the transferee.

37. Other powers in relation to transfers

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 or from authorising any person to transfer that share in accordance with any procedures implemented pursuant to Article 15.

TRANSMISSION OF SHARES

38. On death

If a member dies, the survivors or survivor, where they were a joint holder, and their executors or administrators, where they were a sole or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to their shares. Nothing in these Articles shall release the estate of a deceased member from any liability in respect of any share which has been solely or jointly held by them.

39. Election of person entitled by transmission

39.1 Any person becoming entitled to a share in consequence of the death or bankruptcy of any member, or of any other event giving rise to a transmission of such entitlement by operation of law, may, on such evidence as to their title being produced as the Board may require, elect either to become registered as a member or to have some person nominated by them registered as a member. If they elect to become registered themselves, they shall give notice to the Company to that effect. If they elect to have some other person registered, they shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and their death, bankruptcy or other event as aforesaid had not occurred. Where the entitlement of a person to

a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Board, the Board shall within two months after proof cause the entitlement of that person to be noted in the Register.

39.2 For the purposes referred to in Article 39.1, a person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either:
39.2.1 procure that instructions are given by means of the relevant system to effect the transfer of such uncertificated share to that person; or
39.2.2 change the uncertificated share into certificated form and execute an instrument of transfer of that certificated share in favour of that person.

40. Rights on transmission

Where a person becomes entitled to a share in consequence of the death or bankruptcy of any member, or of any other event giving rise to a transmission of such entitlement by operation of law, the rights of the holder in relation to such share shall cease. However, the person so entitled may give a good discharge for any dividends and other money payable in respect of it and shall have the same rights to which they would be entitled if they were the holder of the share, except that they shall not, before they are registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any meeting of the Company or at any separate meeting of the holders of any class of shares. The Board may at any time give notice requiring any such person to elect either to be registered themself or to transfer the share. If the notice is not complied with within 60 days, the Board may thereafter withhold payment of all dividends and other money payable in respect of such share until the requirements of the notice have been complied with.

DESTRUCTION OF DOCUMENTS

41. Destruction of documents

41.1 The Company may destroy:
41.1.1 any instrument of transfer, after six years from the date on which it is registered;
41.1.2 any dividend mandate or any variation or cancellation thereof or any notification of change of name or address, after two years from the date on which it is recorded;
41.1.3 any share certificate, after one year from the date on which it is cancelled;
41.1.4 any other document on the basis of which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it,

provided that the Company may destroy any such type of document at a date earlier than that authorised by this Article 41 if a copy of such document is made and retained (whether made electronically, by microfilm, by digital imaging or by any other means) until the expiration of the period applicable to the destruction of the original of such document.

41.2 It shall be conclusively presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was duly cancelled, that every other document so destroyed had been properly dealt with in accordance with its terms and was valid and effective in accordance with the particulars in the records of the Company, provided that:
41.2.1 this Article 41 shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant;
41.2.2 nothing in this Article 41 shall be construed as imposing on the Company any liability in respect of the destruction of any such document otherwise than as provided for in this Article 41 which would not attach to the Company in the absence of this Article 41;
41.2.3 references in this Article 41 to instruments of transfer include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares; and
41.2.4 references in this Article 41 to the destruction of any document include references to the disposal of it in any manner.

ALTERATION OF SHARE CAPITAL

42. Increase, consolidation, cancellation, sub-division and redenomination

The Company may from time to time by ordinary resolution:

42.1 authorise the Directors to increase its share capital by allotting new shares;
42.2 consolidate and divide all or any of its share capital into shares of a larger nominal amount than its existing shares;
42.3 subject to the provisions of the Act¹⁵, sub-divide its shares or any of them into shares of a smaller nominal amount, and may by such resolution determine that, as between the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares; and
42.4 redenominate its share capital by converting shares from having a fixed nominal value in one currency to having a fixed nominal value in another currency.

43. Fractions

43.1 Whenever as the result of any consolidation, division or sub-division or redenomination of shares any holders would become entitled to fractions of a share, the Board may, on behalf of those holders:
43.1.1 sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act¹⁶, the Company) and distribute the net proceeds of sale after deduction of the expenses of sale in due proportion among those holders (except that any amount otherwise due to a holder, being less than £3 or such other sum as the Board may from time to time determine, may be retained for the benefit of the Company); or
43.1.2 the Board may issue to such holder credited as fully paid by way of capitalisation the minimum number of shares required to round up their holding to an exact multiple of the number of shares to be consolidated into a single share (such issue being deemed to have been effected prior to consolidation) and the amount required to pay up such shares shall be appropriated at the Board's discretion from any of the sums standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve) or to the credit of profit and loss account and capitalised by applying the same in paying up the share. In relation to such a capitalisation the Board may exercise all the powers conferred on it by Article 156 without an ordinary resolution of the Company.

¹⁵ Section 618(2), the Act.

¹⁶ Sections 658-659, the Act.

43.2 Subject to the provisions of the Act¹⁷ and the Regulations, the Board may treat shares of a holder 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 sub-division or consolidation and representing fractional entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof.
43.3 For the purposes of any sale of consolidated shares pursuant to Article 43.1, the Board may authorise a person to execute an instrument of transfer of the shares to, or in accordance with, the directions of the purchaser, and the transferee shall not be bound to see to the application of any purchase consideration, nor shall their title to the shares be affected by any act, omission, irregularity or invalidity relating to or connected with the proceedings in reference to the sale. In respect of uncertificated shares, the Board may authorise some person to transfer and/or require the holder to transfer the relevant shares in accordance with the facilities and requirements of the relevant system.

44. Reduction of capital

Subject to the provisions of the Act¹⁸ and to any rights for the time being attached to any shares, the Company may by special resolution reduce its share capital, any capital redemption reserve, share premium account or other undistributable reserve in any way.

45. Purchase of own shares

45.1 Subject to the provisions of the Act¹⁹, the Company may purchase, or may enter into a contract under which it will or may purchase, any of its own shares of any class (including any redeemable shares). Any shares to be so purchased may be selected in any manner whatsoever.
45.2 The Company may not exercise any right in respect of treasury shares held by it, including any right to attend or vote at meetings, to participate in any offer by the Company to shareholders or to receive any distribution (including in a winding-up), but without prejudice to its right to sell the treasury shares, to transfer the shares for the purposes of or pursuant to an employees' share scheme, to receive an allotment of shares as fully paid bonus shares in respect of the treasury shares or to receive any amount payable on redemption of any redeemable treasury shares.

VARIATION OF CLASS RIGHTS

46. Sanction to variation

Subject to the provisions of the Act²⁰ if at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any shares (whether or not the Company may be or is about to be wound up) may from time to time be varied or abrogated in such manner (if any) as may be provided in these Articles by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the relevant class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution

¹⁷ Sections 617-621, the Act.

¹⁸ Section 641, the Act.

¹⁹ Sections 685-708, the Act.

²⁰ Sections 629- 635, the Act.

passed at a separate general meeting of the holders of shares of the class duly convened and held in accordance with the Act²¹ .

47. Class meetings

All the provisions in these Articles as to general meetings (which includes, for the avoidance of doubt, general meetings held as either a physical meeting or as a hybrid meeting) shall, with any necessary modifications, apply equally to every meeting of the holders of any class of shares. The Board may convene a meeting of the holders of any class of shares whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. The quorum at every such meeting shall be not less than two persons present (in person or by proxy) holding at least one-third of the nominal amount paid up on the issued shares of the relevant class (excluding any shares of that class held as treasury shares) provided that a person present by proxy is treated as holding only the shares in respect of which the proxy is authorised to exercise voting rights. Every holder of shares of the class (other than a holder of treasury shares), present in person or by proxy, may demand a poll. If at any adjourned meeting of such holders a quorum is not present, one person holding shares of the relevant class (whatever the number of shares held by him but excluding any shares of that class held as treasury shares) who is present in person or by proxy shall be a quorum.

48. Deemed variation

Subject to the terms of issue of or rights attached to any shares, the rights for the time being attached to any shares shall not be deemed to be varied or abrogated by the creation or issue of any new shares ranking pari passu in all respects (save as to the date from which such new shares shall rank for dividend) with or subsequent to those already issued or by the reduction of the capital paid up on such shares or by the purchase or redemption by the Company of its own shares or the sale of any shares held as treasury shares in accordance with the provisions of the Act²² and these Articles.

MEETINGS OF MEMBERS

49. Annual general meetings

49.1 Subject to the provisions of the Act²³ , the Board may determine whether an annual general meeting is to be held as a physical meeting or a hybrid meeting. The Board may decide when and where, including at a physical location and simultaneously on one or more electronic platform(s), to hold an annual general meeting.

50. Convening of general meeting other than annual general meeting

50.1 The Board may convene a general meeting, other than an annual general meeting, whenever it thinks fit.²⁴ At any such general meeting convened on a members' requisition or by the requisitionists ²⁵ no business shall be transacted except that stated by the requisition or

²¹ Section 334, the Act.

²² Section 727, the Act.

²³ Section 336, the Act.

²⁴ Section 302, the Act.

²⁵ Sections 303-305, the Act.

proposed by the Board. If there are within the United Kingdom insufficient members of the Board to convene such a general meeting, any Director may call such a general meeting.

50.2 The Board may determine whether a general meeting is to be held as a physical meeting or a hybrid meeting. The Board may decide when and where, including at a physical location and simultaneously on one or more electronic platform(s), to hold a general meeting.
50.3 On the requirement of members under the Act, the Directors must call a general meeting:
50.3.1 within 21 days from the date on which the Directors become subject to the requirement; and
50.3.2 to be held on a date not more than 28 days after the date of the notice calling the meeting.²⁶
50.4 Nothing in these Articles prevents a general meeting being either as a physical meeting or as a hybrid meeting.

51. Notice of general meetings²⁷

51.1 A general meeting shall be convened by such notice as may be required by law from time to time²⁸ .
51.2 Subject to the provisions of the Act²⁹, and notwithstanding that it is convened by shorter notice than that specified in this Article 51, a meeting shall be deemed to have been duly convened if it is so agreed:
51.2.1 in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and
51.2.2 in the case of any other general meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.
51.3 The notice of any general meeting shall specify:
51.3.1 whether the meeting is convened as an annual general meeting or any other general meeting;
51.3.2 the time, date and place of the meeting and (in the case of a hybrid meeting only) electronic platform(s) of the general meeting;
51.3.3 a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. Changes to entries on the Register after the time specified in the notice will be disregarded in deciding the rights of any person to attend or vote;
51.3.4 in the case of special business, the general nature of that business;
²⁸ 21 clear days notice in writing for an AGM and 14 clear days notice in writing for a general meeting other than an AGM (section 307A, the Act). ln certain cases, e.g. resolution to remove a director, 28 clear days notice is required (section 312, the Act).
²⁹ Section 307A and section 337, the Act.

²⁶ Section 304, the Act

²⁷ General meetings are defined in Article 1 to include AGMs and other GMs.

51.3.5 if the meeting is convened to consider a special resolution, the text of the resolution and the intention to propose the resolution as such;
51.3.6 with reasonable prominence, that a member entitled to attend and vote is entitled to appoint one or (provided each proxy is appointed to exercise the rights attached to a different share held by the member) more proxies to attend and to speak and vote instead of them and that a proxy need not also be a member; and
51.3.7 if the Board determines that a general meeting shall be held as a hybrid meeting, any access, identification, and security arrangements determined in accordance with Article 65.
51.4 The notice shall be given to the members (other than any who, under the provisions of these Articles or of any restrictions imposed on any shares, are not entitled to receive notice from the Company), to the Directors and to the Auditors and to any other person who may be entitled to receive it.
51.5 The Directors may decide that persons entitled to receive notices of a general meeting are those on the Register at the close of business on a day the Directors decide. However, if the Company is a participating issuer, the day decided by the Directors must be no more than 21 days before the day the relevant notice is being sent.

52. Omission to send notice or non-receipt of notice

The accidental omission to give or send notice of any meeting or, in cases where it is intended that it be given or sent out with the notice, any other document or information relating to the meeting including an appointment of proxy to, or the non-receipt of either by, any person entitled to receive the same shall not invalidate the proceedings at that meeting.

53. Postponement of general meetings

53.1 If the Board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a meeting on the date, time, place and/or on the electronic platform(s) specified in the notice calling the meeting, it may change the time, date or place and/or electronic platform or postpone the meeting (or both). The Board shall take reasonable steps to ensure that notice of the date, time, place and/or electronic platform(s) of the postponed meeting is provided to any member trying to attend the meeting at the original time, place and/or on the electronic platform(s). When a meeting is so postponed, notice of the date, time, place and/or the electronic platform(s) of the postponed meeting shall be given in such manner as the Board may, in their absolute discretion, determine and, if practicable, shall be placed in at least two national newspapers in the United Kingdom. No business shall be transacted at any postponed meeting other than business which might properly have been transacted at the meeting had it not been postponed. Notice of the business to be transacted at such postponed meeting shall not be required. If a meeting is postponed in accordance with this Article 53, the appointment of a proxy will be valid if it is delivered and received as required by these Articles not less than 48 hours before the time appointed for holding the postponed meeting. The Board may also change the date, time, place and/or the electronic platform(s) or postpone any meeting (or both) which has been rearranged under this Article.
53.2 When calculating the periods mentioned in this Article 53, the Directors can decide not to take account of any part of a day that is not a working day.

54. Special business

54.1 All business that is transacted at a general meeting shall be deemed special, except the following transactions at an annual general meeting:
54.1.1 the declaration of dividends;
54.1.2 the receipt and consideration of the annual accounts and the reports of the Directors and the Auditors and any other document required to be annexed to the annual accounts;
54.1.3 the election or re-election of Directors;
54.1.4 the re-appointment of the Auditors retiring (unless they were last appointed otherwise than by the Company in general meeting) and the fixing of the remuneration of the Auditors or the determination of the manner in which such remuneration is to be fixed.

55. General meeting at more than one location

55.1 Without prejudice to Article 56, the Board may decide to enable persons entitled to attend a general meeting to do so physically by simultaneous attendance and participation at a satellite meeting place anywhere in the world and members or their proxies present at satellite meeting places shall be counted in the quorum for, and entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the Chair is satisfied that adequate facilities are available throughout the general meeting to ensure that members or their proxies attending at all the meeting places are able to:
55.1.1 participate in the business for which the meeting has been convened;
55.1.2 hear and see all persons who speak in the principal meeting place and any satellite meeting place; and
55.1.3 be heard and seen by all other persons so present at the meeting.
55.2 The Chair shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.

56. Hybrid meetings

56.1 Without prejudice to Article 55, the Board may decide to enable persons entitled to attend a meeting to do so by either electronic platform(s) or physical attendance at a hybrid meeting. Members, their proxies or corporate representatives present shall be counted in the quorum for, and entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the Chair is satisfied that adequate facilities are available throughout the hybrid meeting to ensure that members or their proxies or corporate representatives attending the hybrid meeting who are not present together at the same place may:
56.1.1 participate in the business for which the meeting has been convened;
56.1.2 hear all persons who speak at the meeting; and
56.1.3 be heard by all other persons present at the meeting.
56.2 If it appears to the Chair that the electronic platform(s), facilities or security at the hybrid meeting have become inadequate for the purposes referred to in Article 56.1 then the Chair may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid and the provisions of Articles 62-64 shall apply to that adjournment.

57. Attendance and speaking at general meetings

57.1 In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
57.2 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
57.3 The Board may make whatever arrangements they consider appropriate to enable those participating at a general meeting, whether at a physical meeting or hybrid meeting, to exercise their right to speak, hear and be heard. For the purposes of these Articles a person is able to exercise their right to "speak" and "be heard" when the Chair is satisfied that the arrangements enable that person to be able to communicate to all those attending the meeting, during the meeting, information, questions or opinions on the business of the meeting. For these purposes being able to communicate in this way shall include, without limitation, any electronic means, the use of microphones, loud speakers, audio visual equipment, electronic platforms or other means of communication whatsoever (or any combination thereof) including, without limitation, the relevant information, questions or opinions being made available to some or all of those attending the meeting in electronic or typed form or being read to the meeting by someone authorised to do so by the Directors. For the purposes of these Articles, "hear" and the right to "hear" shall be construed accordingly.
57.4 The Board may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to vote at it.
57.5 A person is able to exercise the right to vote at a general meeting when:
57.5.1 that person is able to vote on resolutions put to the vote at the meeting; and
57.5.2 that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
57.5.3 All persons seeking to attend and participate in a general meeting by way of an electronic platform are responsible for having in place the necessary means to enable them to do so. Subject to the right of the Chair to adjourn a general meeting under these Articles, any inability of a person to attend or participate in a general meeting by means of an electronic platform, or any interruption to a person being so able, shall not invalidate the proceedings of that meeting.

PROCEEDINGS AT GENERAL MEETINGS

58. Quorum

58.1 No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Save as otherwise provided in these Articles, two persons entitled to attend and to vote on the business to be transacted, each being a member so entitled or a proxy for a member so entitled or a duly authorised representative of a corporation which is a member so entitled, shall be a quorum.
58.2 In calculating whether a quorum is present for the purposes of Article 58.1, if two or more persons are appointed as proxies for the same member or two or more persons are appointed as corporate representatives of the same corporate member, only one of such proxies or only one of such corporate representatives shall be counted.

59. If quorum not present

59.1 If within five minutes (or such longer interval as the Chair in their absolute discretion thinks fit) from the time appointed for the holding of a general meeting a quorum is not present, or if during a such a quorum ceases to be present, the meeting, if convened by or upon the requisition meeting of members, shall be dissolved.
59.2 In any other case, the meeting shall be adjourned to:
59.2.1 a day (being not less than 14 days later but no more than 28 days after it was adjourned and at a time, place and/or electronic platform(s) specified for the purpose in the notice calling the meeting; or
59.2.2 where no such arrangements have been specified, on a day that is not less than 14 days but not more than 28 days after it was adjourned and at such time, place and/or electronic platform(s) as the Chair (or, in default, the Board) may determine.
59.3 At an adjourned meeting the quorum is one person entitled to vote on the business to be transacted, being a member so entitled or a proxy for a member so entitled or a duly authorised representative of a corporation which is a member so entitled. If a quorum is not present within five minutes from the time fixed for the start of the meeting, the adjourned meeting is dissolved.
59.4 The notice of an adjourned meeting given in accordance with this Article 59 shall also specify a time (which shall not be more than 48 hours (excluding any part of a day that it not a working day) before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice will be disregarded in determining the rights of any person to attend or vote.

60. Chair

The Chair (if any) of the Board shall preside as Chair at every general meeting of the Company. If there is no Chair or if at any meeting they are not present within five minutes after the time appointed for holding the meeting, or is unwilling to act as Chair, the Deputy Chair (if any) of the Board shall (if present and willing to act) preside as Chair at such meeting. If neither the Chair nor the Deputy Chair is present and willing to act, the Directors present shall choose one of their number to act or, if there is only one Director present, they shall preside as Chair if willing to act. If no Director is present and willing to act, the members present (in person or by proxy) and entitled to vote on the business to be transacted shall choose one of their number (who shall be a member present in person) to preside as Chair of the meeting.

61. Entitlement to attend and speak

Each Director shall, notwithstanding that they are not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company. The Chair may invite any person to attend and speak at any general meeting where they consider this will assist in the deliberations of the meeting.

62. Power to adjourn

62.1 The Chair may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (including any electronic platform(s)) as the meeting shall determine. However, without prejudice to any other power which they may have under these Articles or at common law, the Chair may, without the need for the consent of the meeting, interrupt or adjourn any meeting (whether or not it has commenced or a quorum is present) from time to time and from place to place (including any electronic platform(s)), or for an indefinite period, if they are of the opinion that it has become necessary to do so:
62.1.1 in order to secure the proper and orderly conduct of the meeting (for example, where the behaviour of someone present could prevent the business of the meeting being carried out in an orderly way);
62.1.2 for the safety and health of people attending the meeting (for example, if there is not enough room for the members and proxies who want to attend the meeting);
62.1.3 for the adequacy of the facilities or security at the place of the meeting or the electronic platform provided for the meeting to allow the meeting to be conducted as intended;
62.1.4 to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting; or
62.1.5 to ensure that the business of the meeting is properly disposed of.

63. Notice of adjourned meeting

63.1 Whenever a meeting is adjourned for 28 days or more or indefinitely, at least seven clear days' notice, specifying the place , the day, time and/or electronic platform(s) of the adjourned meeting and the general nature of the business to be transacted, shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting.
63.2 The notice of an adjourned meeting given in accordance with this Article 63 shall also specify a time (which shall not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. Changes to entries on the Register after the time so specified in the notice will be disregarded in determining the rights of any person to attend or vote.³⁰

64. Business of adjourned meeting

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

65. Accommodation of members and security arrangements

65.1 The Board may make any arrangement and impose any restriction they consider appropriate to ensure the safety and/or security of a general meeting and the health and safety of those in attendance including the searching of a person attending the meeting and the restriction of the items of personal property that make be taken into the meeting place.
65.2 The Board may authorise one or more persons, including a Director or the Secretary or the Chair, to:
65.2.1 Refuse physical or electronic entry to a meeting to a person who refuses to comply with these arrangements or restrictions; and
65.2.2 eject (physically or electronically) from a meeting any person who causes the proceedings to become disorderly and/or fails to comply with these arrangements or restrictions.
65.3 In relation to a hybrid meeting, the Directors may make any arrangement and impose any requirement or restriction as is:
65.3.1 necessary to ensure the identification of those taking part by way of electronic platform(s) and the security of any electronic communication; and
65.3.2 proportionate to those objectives,

and in this respect. the Directors may authorise any voting application, system or facility for hybrid meetings as they see fit.

66. Orderly conduct

66.1 Without prejudice to any other power which the Chair may have under the Articles or at common law, the Chair may take such as they consider necessary for:

³⁰ Section 360B(2), the Act

66.1.1 the proper and orderly conduct of the meeting (for example, where the behaviour of someone present could prevent the business of the meeting being carried out in an orderly way);
66.1.2 the safety and health of people attending the meeting (for example, if there is not enough room for the members and proxies who want to attend the meeting);
66.1.3 any other reason to ensure that the business of the meeting is properly disposed of.
66.2 The decision of the Chair on matters of procedure or arising incidentally from the business of the meeting will be final, as will be their decision as to whether any matter is of such a nature.
66.3 If it appears to the Chair that the principal place, any satellite meeting place or electronic platform(s) specified in the notice calling the meeting is inadequate to accommodate all persons entitled and wishing to attend, the meeting shall be duly constituted and its proceedings valid if the Chair is satisfied that adequate facilities are available to ensure that members or their proxies who are unable to be accommodated are able to:
66.3.1 participate in the business for which the meeting has been called;
66.3.2 hear all persons present who speak, whether in the principal place or any satellite meeting place or elsewhere; and
66.3.3 be heard by all other persons present at the meeting.

VOTING AND POLLS

67. Method of voting

67.1 A resolution put to vote at a general meeting held as a hybrid meeting shall be decided on a poll. Subject thereto, a resolution put to the vote at a general meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded.
67.2 Subject to the provisions of the Act³¹, a poll may be demanded by:
67.2.1 the Chair of the meeting; or
67.2.2 at least five persons entitled to vote on the resolution, being a member so entitled or a proxy for a member so entitled or a duly authorised representative of a corporation which is a member so entitled; or
67.2.3 a person (or persons) entitled to vote on the resolution, being a member so entitled or a proxy for a member so entitled or a duly authorised representative of a corporation which is a member so entitled, representing not less than ten per cent of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to shares held as treasury shares); or
67.2.4 a person (or persons) entitled to vote on the resolution, being a member so entitled or a proxy for a member so entitled or a duly authorised representative of a corporation which is a member so entitled, representing shares conferring a right to vote on a resolution, being shares on which an aggregate sum has been paid up equal to not less than ten per cent of the total sum paid up on all the shares conferring that right (excluding shares in the Company conferring a right to vote on the resolution held as treasury shares).
67.3 The Chair may also demand a poll before a resolution is put to the vote on a show of hands.

³¹ Section 321, the Act.

67.4 At general meetings, resolutions shall be put to the vote by the Chair and there shall be no requirement for the resolution to be proposed or seconded by any person.
67.5 The Company is not obliged to verify that a proxy or corporate representative has acted in accordance with the terms of their appointment and any failure to so act in accordance with the terms of their appointment shall not affect the validity of any proceedings at a meeting of the Company.

68. Chair's declaration conclusive on show of hands

Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the Chair of the meeting that a resolution on a show of hands has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings 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.

69. Objection to or error in voting

No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting or poll at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the Chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the Chair decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. Any vote which is not disallowed at such a meeting or poll shall be valid for all purposes. The decision of the Chair on such matters shall be final and conclusive.

70. Amendment to resolutions

70.1 If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the Chair of the meeting, any error in such ruling shall not invalidate the proceedings on the substantive resolution.
70.2 In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than an amendment to correct a patent error) may be considered or voted on.
70.3 In the case of a resolution duly proposed as an ordinary resolution, no amendment thereto (other than an amendment to correct a patent error) may be considered or voted on, unless either (a) at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or (b) the Chair of the meeting in their absolute discretion decides that it may be considered or voted on. The Chair of the meeting may agree to the withdrawal of any proposed amendment before it is voted on at the meeting.

71. Procedure on a poll

71.1 A poll duly demanded on the election of the Chair of a meeting or on any question of adjournment shall be taken forthwith. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or voting papers or electronic means, or any combination thereof) and at such time, place, and on such electronic platform(s), not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was demanded, as the Chair shall direct. The Chair may appoint scrutineers who need not be members. No notice need be given of a poll not taken immediately if the time, place and/or

electronic platform(s) at which it is to be taken are announced at the meeting at which it is demanded.

71.2 In any other case, at least seven clear days' notice shall be given, specifying the time, place and/or electronic platform(s) at which the poll is to be taken.
71.3 The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
71.4 The demand for a poll (other than on the election of the Chair of the meeting or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business, other than the question on which a poll has been demanded. If a poll is demanded before the declaration of the result on a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
71.5 The demand for a poll may be withdrawn at any time before the poll is taken, but only with the consent of the Chair of the meeting. A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made.
71.6 On a poll votes may be given in person or by proxy. A member entitled to more than one vote need not, if they vote, use all their votes or cast all the votes they use in the same way.
71.7 Poll votes may be cast by such electronic means as the Directors in their sole discretion deem appropriate for the purposes of the meeting.

72. Votes of members

Subject to the provisions of the Act³², to Article 75, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of voting rights pursuant to these Articles, at any general meeting, every member who is present shall, on a show of hands, have one vote, every proxy present who has been appointed by a member entitled to vote on the resolution shall, on a show of hands, have one vote and every member present or every proxy present who has been appointed by a member entitled to vote on the resolution shall, on a poll, have one vote for each share of which they are the holder.

73. Votes of joint holders

If two or more persons are joint holders of a share, then in voting on any question, 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 of the holders stand in the Register.

74. Votes of member suffering incapacity

74.1 Where, in England or elsewhere, a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may, in its absolute discretion, on or subject to the production of such evidence of the appointment as the Board may require, permit such receiver or other person to vote on a show or hands or on a poll, by proxy on behalf of such member at any general meeting.
74.2 Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or deposited or received at such other place or

³² Sections 284-285, the Act.

address as is specified in accordance with these Articles for the deposit or receipt of appointments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable.

74.3 When calculating the periods mentioned in this Article 74, the Directors can decide not to take account of any part of a day that is not a working day.

PROXIES AND CORPORATE REPRESENTATIVES

75. Voting by proxy

75.1 Any person (whether a member of the Company or not) may be appointed to act as a proxy and more than one proxy may be appointed provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member. The appointment of a proxy shall not preclude a member from attending and voting in person on a show of hands or on a poll on any matters in respect of which the proxy is appointed. In the event that and to the extent that a member personally votes their shares, their proxy shall not be entitled to vote and any vote cast by a proxy in such circumstances shall be ignored.
75.2 When two or more valid but differing appointments of proxy are received in respect of the same share for use at the same meeting and in respect of the same matter, the one which is last validly received (regardless of its date or of the date of its execution or submission) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly received, none of them shall be treated as valid in respect of that share.
75.3 Subject to the Act and the Listing Rules and the Disclosure and Transparency Rules, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting.

76. Form of proxy

76.1 The appointment of a proxy shall, subject to the provisions of the Act 33:
76.1.1 be in writing, in any common form or in such other form as the Board may approve, and (i) if in writing but not in electronic form, made under the hand of the appointor or of their attorney duly authorised in writing; or, if the appointor is a corporation, under its common seal or under the hand of some officer or attorney or other person duly authorised in that behalf; or (ii) if in writing in electronic form, submitted by or on behalf of the appointor and authenticated;
76.1.2 be deemed (subject to any contrary direction contained in it) to confer authority on the proxy to exercise all or any rights of their appointor to demand or join in demanding a poll and to speak at any meeting and to vote (whether on a show of hands or on a poll) on any resolution or amendment of a resolution put to the meeting in respect of which the proxy is given, as the proxy thinks fit;
76.1.3 unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates; and
76.1.4 where it is stated to apply to more than one meeting, be valid for all such meetings as well as for any adjournment of any such meetings.

³³ Sections 324 to 331, the Act.

76.2 The Board may allow a proxy for a holder of any shares in uncertificated form to be appointed by electronic communication in the form of an uncertificated proxy instruction. The Board may also allow any supplement to the uncertificated proxy instruction or any amendment or revocation of any uncertificated proxy instruction to be made by a further uncertificated proxy instruction.
76.3 The Board may decide what method should be used to determine at what time the instruction or notification is treated as being received by the Company. The Board may treat any notification purporting or expressed to be sent on behalf of a holder of a share in uncertificated form as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that holder.
76.4 For the purposes of this Article 76, an uncertificated proxy instruction is a properly authenticated dematerialised instruction, and/or other instruction or notification, if sent through a relevant system to a participant in that system chosen by the Board to act for the Company. The uncertificated proxy instruction may be in any form and subject to any terms and conditions that the Board deems appropriate, but always subject to the facilities and requirements of the relevant system.

77. Deposit or receipt of proxy

77.1 The appointment of a proxy and the power of attorney or other authority (if any) under which it is authenticated, or a copy of such authority certified notarially or in some other way approved by the Board, shall:
77.1.1 in the case of an appointment not in electronic form (including any such power of attorney or other authority) be deposited at the Office, or at such other place (within the United Kingdom) as is specified in the notice convening the meeting or in any notice of any adjourned meeting or in any appointment of proxy sent out by the Company in relation to the meeting, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or
77.1.2 in the case of an appointment in electronic form (including any such power of attorney or other authority), where an address has been specified for the purpose of receiving documents or information in electronic form:
- (a) in the notice convening the meeting; or
- (b) in any instrument of proxy sent out by the Company in relation to the meeting; or
- (c) in any invitation in electronic form to appoint a proxy issued by the Company in relation to the meeting,

be received at such address not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or

77.1.3 in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for taking the poll; or
77.1.4 in the case of a poll not taken forthwith but taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the Chair of the meeting or any Director, the Secretary or some other person authorised for the purpose by the Company.
77.2 When calculating the periods mentioned in this Article 77, the Directors can decide not to take account of any part of a day that is not a working day.

78. Maximum validity of proxy

An appointment of proxy not deposited, delivered or received in the manner specified in Article 77 shall be invalid. No appointment of proxy shall be valid after the expiry of 12 months from the date named in it as the date of its execution or the date of its submission, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting, in cases where the meeting was originally convened within 12 months from such date.

79. Revocation of proxy

79.1 A vote given, or demand for a poll made, by a proxy shall be valid notwithstanding the death or mental disorder of the principal or the revocation of the appointment of proxy, or of the authority under which the appointment of proxy was executed, or the transfer of the share in respect of which the appointment of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place or address as has been appointed for the deposit or receipt of appointments of proxy:
79.1.1 in the case of a meeting or adjourned meeting, at least 48 hours before the commencement of the meeting or adjourned meeting;
79.1.2 in the case of a poll taken more than 48 hours after it was demanded, at least 24 hours before the taking of the poll; or
79.1.3 in the case of a poll not taken forthwith but taken not more than 48 hours after it was demanded, at the meeting at which the poll was demanded.
79.2 When calculating the periods mentioned in this Article 79, the Directors can decide not to take account of any part of a day that is not a working day.

80. Corporate representatives

A corporation (whether or not a company within the meaning of the Act)³⁴ which is a member may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of any class of shares. A Director, the Secretary, or some person authorised for the purpose by the Secretary, may require any representative to produce a certified copy of the resolution so authorising them or such other evidence of their authority reasonably satisfactory to such Director, Secretary or other person before permitting them to exercise their powers.

81. Failure to disclose interests in shares

81.1 Where a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice pursuant to the Act requiring such person to provide information about their interests in the Company's shares (a Section 793 Notice) and has failed in relation to any shares (the default shares, which expression includes any shares issued after the date of such notice in respect of those shares) to give the Company the information required within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board otherwise determines:
81.1.1 the member shall not be entitled (in respect of the default shares) to be present or to vote (either in person, by means of an electronic platform, by corporate representative or by proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll,

³⁴ Section 1, the Act.

or to exercise any other right conferred by membership in relation to any such meeting or poll; and

81.1.2 where the default shares represent at least 0.25 per cent in nominal value of the issued shares of their class (excluding any shares of that class held as treasury shares):
- (a) any dividend or other money payable in respect of the shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 154, to receive shares instead of that dividend; and
- (b) no transfer (other than an excepted transfer) of any shares held by the member shall be registered unless:
  - (i) the member is not themself in default as regards supplying the information required; and
  - (ii) the member proves to the satisfaction of the Board that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer.
81.2 For the purposes of Article 81.1.2, the Board may give notice to the member requiring the member to change default shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any default shares held in certificated form to uncertificated form. If the member does not comply with the notice, the Directors may require the Operator to convert default shares held in uncertificated form into certificated form in the name and on behalf of the member in accordance with the Regulations.
81.3 Where the sanctions under Article 81.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 81.1.2 shall become payable) at the end of a period of seven days (or such shorter period as the Board may determine) after the earlier of:
81.3.1 receipt by the Company of notice of an excepted transfer, but only in relation to the shares transferred; and
81.3.2 receipt by the Company of the information required by the Section 793 Notice and the Board being satisfied that such information is full and complete.
81.4 Where, on the basis of information obtained from a member in respect of any share held by them, the Company issues a Section 793 Notice to any other person, it shall at the same time send a copy of the Section 793 Notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 81.1.
81.5 Where default shares in which a person appears to be interested are held by a Depositary, the provisions of this Article 81 shall be treated as applying only to those shares held by the Depositary in which such person appears to be interested and not (insofar as such person's apparent interest is concerned) to any other shares held by the Depositary.
81.6 Where the member on which a Section 793 Notice is served is a Depositary acting in its capacity as such, the obligations of the Depositary as a member of the Company shall be limited to disclosing to the Company such information relating to any person appearing to be interested in the shares held by it, as has been recorded by it pursuant to the arrangements entered into by the Company, or approved by the Board pursuant to which it was appointed as a Depositary.
81.7 For the purposes of this Article 81:
81.7.1 a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a Section 793 Notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested;
81.7.2 interested shall be construed as it is for the purpose of section 793 of the Act;
81.7.3 reference to a person having failed to give the Company the information required by a Section 793 Notice, or being in default as regards supplying such information, includes, without limitation, reference:
81.7.4 to them having failed or refused to give all or any part of it; and
81.7.5 to them having given information which they know to be false in a material particular or their having recklessly given information which is false in a material particular;
81.7.6 prescribed period means 14 days;
81.7.7 excepted transfer means, in relation to any shares held by a member:
- (a) a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of the Act)³⁵; or
- (b) a transfer in consequence of a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom on which the Company's shares are normally traded; or
- (c) a transfer which is shown to the satisfaction of the Board to be made in consequence of a bona fide sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member or with any other person appearing to be interested in the shares. For the purposes of this sub-paragraph (c), any associate (as defined in the Insolvency Act 1986)³⁶ shall be included in the class of persons who are connected with the member or any person appearing to be interested in such shares.
81.8 Nothing contained in this Article 81 shall be taken to limit the powers of the Company under the Act³⁷ to apply to the court for an order imposing restrictions on a person's shares.

UNTRACED MEMBERS

82. Power of sale

82.1 Subject to the Regulations, the Company shall be entitled to 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:
82.1.1 during the period of 12 years immediately prior to the date of the publication of the advertisements referred to in Article 82.1.2 (or, if published on different dates, the earlier or earliest thereof) (the relevant period), the Company has paid at least three cash dividends

³⁵ Section 974, the Act

³⁶ Section 435 Insolvency Act 1986

³⁷ Section 794, the Act

(whether interim or final) on the share and no cash dividend payable on the share has either been claimed or cashed;

82.1.2 on or after expiry of the relevant period, the Company has given notice of its intention to sell such share by advertisements in two newspapers, of which one shall be a national newspaper published in the United Kingdom and the other shall be a newspaper circulating in the area of the address on the Register or other last known address of the member or the person entitled by transmission to the share or the address for the service of notices notified under Article 162.5;
82.1.3 the said advertisements, if not published on the same day, shall have been published within 30 days of each other; and
82.1.4 during the further period of three months following the date of publication of the said advertisements (or, if published on different dates, the later or latest thereof) and prior to the exercise of the power of sale, the Company has not received any communication in respect of such share from the member or person entitled by transmission.
82.2 To give effect to any sale of shares pursuant to this Article 82, the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register, notwithstanding the absence of any share certificate being lodged in respect thereof, and may issue a new certificate to the transferee and in relation to an uncertificated share may require the Operator to convert the share into certificated form in accordance with the Regulations. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or the person entitled by transmission to, the shares. The purchaser shall not be bound to see to the application of any purchase consideration, nor shall their title to the shares be affected by any act, omission, irregularity or invalidity relating to or connected with the proceedings in reference to the sale.
82.3 If, during the relevant period referred to in Article 82.1 or during any period ending on the date when all the requirements of Articles 82.1.1 to 82.1.4 have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 82.1.2 to 82.1.4 have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares.

83. Application of proceeds of sale

The net proceeds of sale shall belong to the Company which shall account to the member or other person entitled to such share for an amount equal to such net proceeds by carrying all money in respect thereof to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such money. Money carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may from time to time think fit. No interest shall be payable to such member or other person in respect of such money and the Company shall not be required to account for any interest earned thereon.

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

84. Number of Directors

Unless and until otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall not be less than two.

85. Power of Company to appoint Directors

Subject to the provisions of these Articles, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the

existing Board, but the total number of Directors shall not at any time exceed any maximum number fixed by or in accordance with these Articles.

86. Power of Board to appoint Directors

Without prejudice to the power of the Company in general meeting under these Articles to appoint any person to be a Director, the Board shall have power at any time to appoint any person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any maximum number fixed by or in accordance with these Articles. Any Director so appointed shall retire at the first annual general meeting of the Company following their appointment and shall not be taken into account in determining the number of Directors who are to retire by rotation at that meeting.

87. Appointment of executive Directors

Subject to the provisions of the Act³⁸, the Board, or any committee authorised by the Board, may from time to time appoint one or more Directors to hold any employment or executive office (including that of Chief Executive or Managing Director) for such term and subject to such other conditions as the Board, or any committee authorised by the Board, thinks fit in accordance with Article 109. The Board, or any committee authorised by the Board, may revoke or terminate any such appointment without prejudice to any claim for damages for breach of any contract between the Director and the Company.

88. Eligibility of new Directors

No person, other than a Director retiring (by rotation or otherwise), shall, unless recommended by the Board for election, be appointed or re-appointed a Director at any general meeting unless, not less than seven nor more than 42 clear days before the date appointed for the meeting, notice in writing duly executed by a member (other than the person to be proposed) qualified to vote at the meeting of the intention to propose that person for appointment or reappointment, stating the particulars which would, if they were so appointed or re-appointed, be required to be included in the Company's register of Directors, together with notice executed by that person of their willingness to be appointed or re-appointed, is lodged at the Office.

89. Share qualification

A Director shall not be required to hold any shares of the Company.

90. Resolution for appointment of two or more Directors

A single resolution for the appointment of two or more persons as Directors at a general meeting shall be void unless a resolution that it shall be so proposed in this way has first been agreed to by the meeting without any vote being given against it.

91. Retirement at annual general meetings

At the end of each annual general meeting held after the adoption of these articles all the Directors shall retire from office unless appointed or re-appointed at the meeting.

92. Position of retiring Director

A Director who retires at an annual general meeting may, if willing to act, be re-appointed. If they are not re-appointed or deemed to have been re-appointed, they shall retain office until the meeting appoints someone in their place or, if it does not do so, until the end of the meeting.

³⁸ Sections 188, 223 to 230, the Act

93. Deemed re-appointment

At any general meeting at which a Director retires under any provision of these Articles, the Company may by ordinary resolution fill the vacancy by electing the retiring Director or some other person who is eligible for appointment and willing to act as a Director. If the Company does not do so, the retiring Director shall (if willing) be deemed to have been re-appointed except in the following circumstances:

93.1 it is expressly resolved not to fill the vacancy; or
93.2 a resolution for the re-appointment of the Director is put to the meeting and lost.

94. Removal by ordinary resolution

In addition to any power of removal conferred by the Act³⁹, the Company may by ordinary resolution remove any Director before the expiration of their period of office, but without prejudice to any claim for damages which they may have for breach of any contract of service between them and the Company, and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a Director in their place. Any person so appointed shall be treated, for the purposes of determining the time at which they or any other Director is to retire, as if they had become a Director on the day on which the person in whose place they are appointed was last appointed or re-appointed a Director.

95. Vacation of office by Director

Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if:

95.1 they resign by notice in writing delivered to, or, if in electronic form, received by, the Secretary at the Office or tendered at a Board meeting;
95.2 they cease to be a Director by virtue of any provision of the Act⁴⁰ , are removed from office pursuant to these Articles or the Act, or become prohibited by law from being a Director;
95.3 they become bankrupt, have an interim receiving order made against them, make any arrangement or compound with their creditors generally or apply to the court for an interim order in connection with a voluntary arrangement or enter into any analogous or similar procedure in any jurisdiction;
95.4 both them and their alternate Director appointed pursuant to the provisions of these Articles (if any) are absent, without the permission of the Board, from Board meetings for six consecutive months and the Board resolves that their office be vacated; or
95.5 they are requested to resign by notice in writing addressed to them at their address as shown in the register of Directors and authenticated by all the other Directors (without prejudice to any claim for damages which they may have for breach of any contract between them and the Company) and, for this purpose, a set of like notices each authenticated by one or more of the Directors shall be as effective as a single notice authenticated by the requisite number of Directors.

³⁹ Section 168, the Act.

⁴⁰ Section 168, the Act.

96. Resolution as to vacancy conclusive

A resolution of the Board declaring a Director to have vacated office under the terms of Article 95 shall be conclusive as to the fact and grounds of vacation stated in the resolution.

ALTERNATE DIRECTORS

97. Appointments

97.1 Each Director (other than an alternate Director) may, by notice in writing delivered to or, if in electronic form, received by the Secretary at the Office, or in any other manner approved by the Board, appoint any other Director or any person approved for that purpose by the Board and willing to act, to be their alternate.
97.2 No appointment of an alternate Director who is not already a Director shall be effective until their consent to act as a Director in the form prescribed by or required pursuant to the Act⁴¹ has been received at the Office.
97.3 An alternate Director need not hold a share qualification and shall not be counted in reckoning any maximum or minimum number of Directors prescribed by these Articles.

98. Participation in Board meetings

Every alternate Director shall (subject to his giving to the Company a postal address within the United Kingdom, or an electronic address, at which notices may be served on them) be entitled to receive notice of all meetings of the Board and all committees of the Board of which their appointor is a member and, in the absence from such meetings of their appointor, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of their appointor (except as regards power to appoint an alternate). A Director acting as alternate Director shall have a separate vote at Board meetings for each Director for whom they act as alternate Director (and who is not present) in addition to their own vote (if any) as a Director, but they shall count as only one for the purpose of determining whether a quorum is present.

99. Alternate Director responsible for own acts

Every person acting as an alternate Director shall be an officer of the Company, shall alone be responsible to the Company for their own acts and defaults and shall not be deemed to be the agent of the Director appointing them.

100. Interests of alternate Director

The provisions of Articles 129 -137 (inclusive) shall apply to an alternate Director to the same extent as if they were a Director and for the purposes of those provisions an alternate Director shall be deemed to have an interest which conflicts, or possibly may conflict, with the interest of the Company if either they or their appointor has such an interest. The provisions of Articles 170 and 171 shall also apply to an alternate Director to the same extent as if they were a Director. An alternate Director shall not be entitled to receive from the Company any fees in their capacity as an alternate Director, except only such part (if any) of the fees payable to their appointor as their appointor may by notice in writing to the Company direct. Subject to this Article 100, the Company shall pay to an alternate Director such expenses as might properly have been paid to them if they had been a Director.

⁴¹ Section 167, the Act.

101. Revocation of appointment

An alternate Director shall cease to be an alternate Director:

101.1 if their appointor revokes their appointment; or
101.2 if their appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before their retirement shall remain in force; or
101.3 if any event happens in relation to them which, if they were a Director otherwise appointed, would cause them to vacate office; or
101.4 if they resign their office by notice in writing to the Company.

DIRECTORS' REMUNERATION, EXPENSES AND PENSIONS

102. Directors' fees

102.1 Directors may undertake any services for the Company that the Directors decide.
102.2 The Non Executive Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board, or any committee authorised by the Board, may from time to time determine. But, the total fees paid to the Non Executive Directors must not exceed £2,000,000 per annum, or any other such sum as the Company in general meeting by ordinary resolution shall from time to time determine. The total fees will be divided among the Non Executive Directors in the proportion that the Directors decide. If no decision is made, the total fees will be divided equally. Any fees payable pursuant to this Article 102 shall be distinct from any salary, remuneration or other amounts payable to a Non Executive Director pursuant to any other provisions of these Articles or otherwise and unless the Directors determine otherwise shall accrue from day to day.
102.3 Subject to the Act and the articles, Directors' fees may be payable in any form and, in particular, the Directors may arrange for part of a fee payable under this Article 102 to be provided in the form of fully paid shares of the Company. The amount of the fee payable in this way is at the Directors' discretion. The amount of the fee will be applied to purchase or subscribe for shares on behalf of the Director. The subscription price will be deemed to be the closing middle-market quotation for a fully paid share of that class as published in the Daily List of the London Stock Exchange on the day of subscription (or another quotation derived from another source as the Directors decide).
102.4 Unless the Directors decide otherwise, a Director is not accountable to the Company for any remuneration which they receive as a Director or other officer or employee of the Company's subsidiary undertakings or of any other body corporate in which the Company is interested.

103. Expenses

Each Director shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by them in or about the performance of their duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company.

104. Additional remuneration

If by arrangement with the Board, or any committee authorised by the Board, any Director shall perform or render any special duties or services outside their ordinary duties as a Director and not in their capacity as a holder of employment or executive office, they may be paid such

reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board, or any committee authorised by the Board, may from time to time determine.

105. Remuneration of executive Directors

The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with the provisions of these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, or any committee authorised by the Board, and may be in addition to or in lieu of any fee payable to them for their services as Director pursuant to these Articles.

106. Pensions and other benefits

The Board, or any committee authorised by the Board, may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for, or to institute and maintain any institution, association, society, club, trust, other establishment or profit-sharing, share incentive, share purchase or employees' share scheme calculated to advance the interests of the Company or to benefit, any person who is or has at any time been a Director or employee of the Company (or of any company which is (a) a holding company or a subsidiary undertaking of the Company or (b) allied to or associated with the Company or with any such holding company or subsidiary undertaking or (c) a predecessor in business of the Company or of any such holding company or subsidiary undertaking), and any member of their family (including a spouse or former spouse) and any person who is or was dependent on them. For such purpose the Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the provisions of the Act, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with, any of such matters. The Board may procure any of such matters to be done by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to receive and retain for their own benefit any pension or other benefit provided under this Article 106 and shall not be obliged to account for it to the Company.

POWERS AND DUTIES OF THE BOARD

107. Powers of the Board

Subject to the provisions of the Act, these Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in these Articles as to any specific power of the Board shall not be deemed to limit the general powers given by this Article.

108. Powers of Directors if less than minimum number

If the number of Directors is less than the minimum for the time being prescribed by these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. If there is no Director able or willing to act, any two members may summon a general meeting for the purpose of appointing Directors. Subject to the provisions of these Articles, any additional Director so appointed shall

hold office only until the dissolution of the first annual general meeting of the Company following their appointment unless they are re-elected during such meeting.

109. Powers of executive Directors

The Board may from time to time delegate or entrust to and confer on any Director holding executive office (including a Chief Executive or Managing Director) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on such terms and subject to such conditions as it thinks fit, and the Board may from time to time revoke, withdraw, alter or vary all or any of such powers.

110. Delegation to committees

110.1 The Board may delegate any of its powers, authorities and discretions (including, without prejudice to the generality of the foregoing, all powers, authorities and discretions the exercise of which involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) for such time, on such terms and subject to such conditions as it thinks fit to any committee appointed by the Board and consisting of one or more Directors and (if thought fit) one or more other persons.
110.2 Any such committee shall, unless the Board otherwise resolves, have power to sub-delegate to sub-committees any of the powers, authorities or discretions delegated to it.
110.3 A majority of the members of any committee or sub-committee shall be Directors and no resolution of a committee or sub-committee shall be effective unless a majority of those present and voting on the resolution when it is passed are Directors or alternate Directors.
110.4 The Board may confer any of its powers, authorities and discretions either collaterally with, or to the exclusion of and in substitution for, all or any of the powers, authorities and discretions of the Board in that respect and may from time to time revoke, withdraw, alter or vary any of such powers, authorities and discretions and discharge any such committee or sub-committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee or sub-committee.
110.5 The meetings and proceedings of any such committee or sub-committee consisting of more than one person shall be governed mutatis mutandis by the provisions of these Articles regulating the meetings and proceedings of the Board, so far as the same are not superseded by any regulations made by the Board under this Article 110.

111. Delegation to individual Directors

The Board may entrust to and confer upon a Director any of its powers, authorities and discretions (with power to sub-delegate) upon such terms (subject to the Act) and subject to such conditions and with such restrictions as it may decide and either collaterally with or to the exclusion of its own powers, authorities and discretions. The Board may from time to time revoke or vary any of such powers, authorities and discretions but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.

112. Local management

The Board may establish any local or divisional boards or agencies for managing any of the affairs of the Company in any specified locality, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power

to sub-delegate) and may authorise the members for the time being of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies; and any such appointment or delegation may be made for such time, on such terms and subject to such conditions as the Board may think fit. The Board may confer such powers, authorities and discretions either collaterally with, or to the exclusion of and in substitution for, all or any of the powers, authorities and discretions of the Board in that respect and may from time to time revoke, withdraw, alter or vary all or any of such power, authorities and discretions. Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying.

113. Power of attorney

The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and subject to such conditions as it thinks fit. The Board may confer such powers, authorities and discretions either collaterally with, or to the exclusion of and in substitution for, all or any of the powers, authorities and discretions of the Board in that respect and may from time to time revoke, withdraw, alter or vary any of such power, authorities and discretions.

114. Powers of delegation

The power to delegate contained in Articles 110.4, 111, 112 and 113 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 by a committee authorised by the Board.

115. Associate directors

The Board may appoint any person (not being a Director) 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 designation or title and may terminate any such appointment or the use of such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment shall not imply that such person is, or is deemed to be, or is empowered in any respect to act as, a Director for any of the purposes of the Act or these Articles.

116. Exercise of voting power

The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner in all respects as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company).

117. Provision for employees

The Board may exercise any power conferred on the Company by the Act⁴² to make provision for the benefit of persons (including, subject to any other relevant provision of the Act, a director

⁴² Section 247, the Act.

or a former director or a shadow director) employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of their family or any person who is dependent on them) in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking.

118. Overseas registers

Subject to the provisions of the Act⁴³ and the Regulations, the Board may exercise the powers conferred on the Company with regard to the keeping of an overseas branch, local or other register and may make and vary such regulations as it thinks fit respecting the keeping of any such register.

119. Borrowing powers

119.1 Subject as provided in this Article 119, the Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the provisions of the Act⁴⁴, to create and issue debenture and other loan stock, debentures and other securities, in each case whether secured or unsecured and whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
119.2 The Board shall restrict the borrowings of the Company and exercise all voting and other rights and powers of control exercisable by the Company in respect of its subsidiary undertakings (if any) so as to procure (as regards its subsidiary undertakings in so far as it can procure by such exercise) that the aggregate principal amount at any one time outstanding in respect of money borrowed by the Group (exclusive of money borrowed by one Group company from another and after deducting cash deposited) shall not at any time, without the previous sanction of an ordinary resolution of the Company, exceed an amount equal to two (2) times the Adjusted Capital and Reserves.
119.3 For the purposes only of this Article 119:
119.3.1 Adjusted Capital and Reserves means a sum equal to the aggregate from time to time of:
- (a) the amount paid up (or credited as paid up) on the allotted or issued share capital of the Company; and
- (b) the amount standing to the credit of the reserves, whether or not distributable (including, without limitation, any revaluation reserve, merger reserve, share premium account or capital redemption reserve), after adding thereto or deducting therefrom any balance standing to the credit or debit of the profit and loss account;

all as shown in the relevant balance sheet, but after:

(c) making such adjustments as may be appropriate to reflect:
- (i) any variation in the amount of the paid up share capital and the amount standing to the credit of any of such reserves since the date of the relevant balance sheet and so that for the purpose of making such adjustments, if any proposed allotment of shares by the Company for cash has been underwritten, then such shares shall be deemed to have been allotted and the amount (including the premium) of the subscription money payable in respect thereof

⁴³ Sections 129 to 135, the Act.

⁴⁴ Section 738-754, the Act.

(not being payable later than six months after the date of allotment) shall be deemed to have been paid up to the extent so underwritten on the date when the issue of such shares was underwritten (or, if such underwriting was conditional, the date on which it became unconditional);

(ii) any variation since the date of the relevant balance sheet to the companies comprising the Group;
(d) excluding (so far as not already excluded):
- (i) amounts attributable to the proportion of the issued equity share capita! of any subsidiary undertaking which is not attributable, directly or indirectly, to the Company;
- (ii) any sum set aside for taxation (other than deferred taxation);
(e) deducting:
- (i) sums equivalent to the book values of goodwill and other intangible assets shown in the relevant balance sheet; and
- (ii) the amount of any distribution declared, recommended or made by any Group company to a person other than a Group company out of profits accrued up to and including the date of (and not provided for in) the relevant balance sheet;
119.3.2 cash deposited means an amount equal to the aggregate of the amounts beneficially owned by Group companies which are deposited for the time being with any bank or other person (not being a Group company) and which are repayable to any Group company on demand or within three months of such demand, subject, in the case of amounts deposited by a partly- owned subsidiary undertaking, to the exclusion of a proportion thereof equal to the proportion of its issued equity share capital which is not attributable, directly or indirectly, to the Company;
119.3.3 Group means the Company and its subsidiary undertakings from time to time;
119.3.4 Group company means any company in the Group;
119.3.5 money borrowed includes not only money borrowed but also the following except in so far as otherwise taken into account:
- (a) the nominal amount of any issued share capital and the principal amount of any debenture or borrowings of any person, the beneficial interest in which or right to repayment to which is not for the time being owned by a Group company but the payment or repayment of which is the subject of a guarantee or indemnity by a Group company or is secured on the assets of a Group company;
- (b) the principal amount raised by any Group company by acceptances or under any acceptance credit opened on its behalf by any bank or acceptance house (not being a Group company) other than acceptances and acceptance credits relating to the purchase of goods or services in the ordinary course of trading and outstanding for six months or less;
- (c) the principal amount of any debenture (whether secured or unsecured) of any Group company owned otherwise than by a Group company;
- (d) the principal amount of any preference share capital of any subsidiary undertaking owned otherwise than by a Group company;
- (e) any fixed or minimum premium payable on final repayment of any borrowing or any other arrangement having the nature of borrowing (but any premium payable on final

repayment of an amount not to be taken into account as money borrowed shall not be taken into account); and

(f) any fixed amount in respect of a hire-purchase agreement or of a finance lease payable in either case by a Group company which would be shown at the material time as an obligation in a balance sheet prepared in accordance with the accounting principles used in the preparation of the relevant balance sheet (and for the purpose of this Article 119.3.5 (f) finance lease means a contract between a lessor and a Group company as lessee or sub-lessee where substantially all the risks and rewards of the ownership of the asset leased or sub-leased are to be borne by that company and hire-purchase agreement means a contract of hire-purchase between a hire- purchase lender and a Group company as hirer);

but do not include:

(g) money borrowed by any Group company for the purpose of repaying, within six months of being first borrowed, the whole or any part of any money borrowed and then outstanding (including any premium payable on final repayment) of that or any other Group company pending its application for such purpose within that period;
(h) money borrowed by any Group company for the purpose of financing any contract in respect of which any part of the price receivable under the contract by that or any other Group company is guaranteed or insured up to an amount equal to that part of the price receivable under the contract which is so guaranteed or insured;
(i) an amount equal to the money borrowed of any company outstanding immediately after it becomes a Group company, provided that it became a Group company during the six months preceding the calculation;
(j) an amount equal to the amount secured on an asset immediately after it was acquired by a Group company, provided that it was acquired during the six months preceding the calculation;
(k) notwithstanding Article 119.3.5 (a)-119.3.5 (f) (inclusive), the proportion of money borrowed by a Group company (and not owing to another Group company) which is equal to the proportion of its issued equity share capital not attributable, directly or indirectly, to the Company; and
(l) any sum advanced or paid to any Group company (or its agents or nominees) by customers of any Group company as unexpended customer receipts or progress payments pursuant to any contract between such customer and a Group company;

and in Articles 117.3.5(g)-117.3.5(l) (inclusive) above references to amounts of money borrowed include references to amounts which, but for the exclusion under those subparagraphs, would fall to be included;

119.3.6 relevant balance sheet means the latest audited consolidated balance sheet of the Group but, where the Company has no subsidiary undertakings, it means the balance sheet and profit and loss account of the Company and, where the Company has subsidiary undertakings but there are no consolidated accounts of the Group, it means the respective balance sheets and profit and loss accounts of the companies comprising the Group;

119.3.7 subsidiary undertaking means a subsidiary undertaking (within the meaning of the Act)⁴⁵ of the Company (except a subsidiary undertaking which is excluded from consolidation by virtue of the provisions of the Act)⁴⁶; and Group and Group company and references to any company which becomes a Group company or to companies comprising the Group shall, in such a case, be construed so as to include subsidiary undertakings except a subsidiary undertaking which is excluded from consolidation as aforesaid and equity share capital shall be construed in relation to a subsidiary undertaking without a share capital in the same manner as "shares" are defined in relation to an undertaking without a share capital by the Act⁴⁷ .
119.4 When the aggregate amount of money borrowed required to be taken into account for the purposes of this Article 119 on any particular day is being ascertained, any of such money denominated or repayable in a currency other than sterling shall be converted for the purpose of calculating the sterling equivalent either:
119.4.1 at the rate of exchange used for the conversion of that currency in the relevant balance sheet; or
119.4.2 if no rate was so used, at the middle market rate of exchange prevailing at the close of business in London on the date of that balance sheet; or
119.4.3 where the repayment of such money is expressly covered by a forward purchase contract, currency option, back-to-back loan, swap or other arrangements taken out and entered into to reduce the risk associated with fluctuations in exchange rates, at the rate of exchange specified in that document;

but if the amount in sterling resulting from conversion at that rate would be greater than that resulting from conversion at the middle market rate prevailing in London at the close of business on the business day immediately preceding the day on which the calculation falls to be made, the latter rate shall apply instead.

119.5 The Company may from time to time change the accounting convention on which the audited balance sheet or audited consolidated balance sheet is based, provided that any new convention adopted complies with the requirements of the Act⁴⁸; if the Company is required to prepare its main audited balance sheet (or audited consolidated balance sheet) on the basis of one such convention, but a supplementary audited balance sheet (or audited consolidated balance sheet) or statement on the basis of another, the main audited balance sheet (or audited consolidated balance sheet) shall be taken as the audited balance sheet (or audited consolidated balance sheet) for the purposes of this Article;
119.6 A report or certificate of the Auditors as to the amount of the Adjusted Capital and Reserves or the amount of money borrowed falling to be taken into account for the purposes of this Article 119 or to the effect that the limit imposed by this Article 119 has not been or will not be exceeded at any particular time or times or as a result of any particular transaction or transactions shall be conclusive evidence of the amount or of that fact. Nevertheless, the Board may at any time act in reliance on a bona fide estimate of the amount of the Adjusted Capital and Reserves; and if in consequence, the limit on borrowings set out in this Article 119 is inadvertently
⁴⁷ Section 1161, the Act.
⁴⁸ Sections 395, 403 and 464, the Act.

⁴⁵ Section 1162, the Act.

⁴⁶ Section 405, the Act.

exceeded, an amount borrowed equal to the excess may be disregarded until the expiration of 60 days after the date on which (by reason of a determination of the Auditors or otherwise) the Board became aware that such a situation has or may have arisen.

119.7 No debt incurred or security given in respect of money borrowed in excess of the limit imposed by this Article 119 shall be invalid or ineffectual, except in the case of express notice to the lender or recipient of the security at the time when the debt was incurred or security given that the limit had been or would thereby by exceeded, but no lender or other person dealing with the Company shall be concerned to see or enquire whether such limit is observed.

PROCEEDINGS OF DIRECTORS AND COMMITTEES

120. Board meetings

Subject to the provisions of these Articles, the Board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit.

121. Notice of Board meetings

One Director may, and the Secretary at the request of a Director shall, summon a Board meeting at any time on reasonable notice. Notice of a Board meeting shall be deemed to be properly given to a Director if it is given to them personally or by word of mouth or sent in writing to them at their last known address (or any other address given by him to the Company for that purpose). A Director may waive the requirement that notice be given to them of any Board meeting, either prospectively or retrospectively. A Director who does not supply the Company with the information necessary to ensure that they receive notice of a meeting before it takes place is deemed to have waived their entitlement to notice of such meeting.

122. Quorum

The quorum necessary for the transaction of business may be determined by the Board and, until otherwise determined, shall be two persons, each being a Director or an alternate Director. A duly convened meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the Board. Subject to these Articles, any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

123. Chair of Board

The Board may appoint one or more of its body as Chair or Joint Chair and one or more of its body as Deputy Chair of its meetings and may determine the period for which they are to hold office and may at any time remove them from office. If no such Chair or Deputy Chair is elected, or if at any meeting neither a Chair nor a Deputy Chair is present within five minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be Chair of the meeting. In the event there are two or more Joint Chairs or, in the absence of a Chair, two or more Deputy Chairs present, the Joint Chair or Deputy Chair to act as Chair of the meeting shall be decided by those Directors present. Any Chair or Deputy Chair may also hold executive office under the Company.

124. Voting and the Chair's casting vote

Questions arising at any meeting of the Board shall be determined by a majority of votes. In the case of an equality of votes the Chair of that meeting shall have a second or casting vote.

125. Electronic participation in meetings

125.1 Any Director or their alternate may validly participate in a meeting of the Board or a committee of the Board by means of conference telephone or any other form of communications equipment, (provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting), by a series of telephone calls from the Chair of the meeting or by exchange of communication in electronic form addressed to the Chair of the meeting.
125.2 A person so participating by being present or being in telephone communication with or by exchanging communication in electronic form with those in the meeting or with the Chair of the meeting shall be deemed to be present in person at the meeting and shall accordingly be counted in a quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the Chair of the meeting is.
125.3 A resolution passed at any meeting held in the above manner, and authenticated by the Chair of the meeting or the Secretary, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held.

126. Resolution in writing

126.1 A resolution in writing authenticated by (subject as otherwise mentioned in Article 126.2) all the Directors for the time being entitled to receive notice of a Board meeting (or all the members of a committee of the Board for the time entitled to receive notice of such committee meeting), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be).
126.2 Such a resolution:
126.2.1 need not be authenticated by a Director who is prohibited by these Articles from voting thereon or whose vote would not have counted on the resolution, or by their alternate;
126.2.2 must be authenticated by sufficient Directors to form a quorum at a Board meeting (or committee meeting);
126.2.3 may consist of several documents in the same form each authenticated by one or more of the Directors or members of the relevant committee;
126.2.4 need not be authenticated by an alternate Director if it is authenticated by the Director who appointed them; and
126.2.5 if authenticated by an alternate Director, need not also be authenticated by their appointor.

127. Minutes of proceedings

127.1 The Board shall cause minutes to be made in books kept for the purpose of recording:
127.1.1 all appointments of officers and committees made by the Board; and
127.1.2 the names of Directors present at every meeting of the Board, of a committee of the Board, of the Company or of the holders of any class of shares or debentures of the Company, and all orders, resolutions and proceedings of such meetings.
127.2 Any such minutes, if purporting to be authenticated by the Chair of the meeting at which the proceedings were held or by the Chair of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in such minutes without any further proof.

128. Validity of proceedings

All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any person acting as aforesaid, or that such person was disqualified from holding office or had ceased to hold office or were or was not entitled to vote on the matter in question, be as valid as if such person had been duly appointed, and was duly qualified and had continued to be a Director, alternate Director or member of a committee and entitled to vote.

DIRECTORS' INTERESTS

129. Power of the Board to authorise conflicts of interest

129.1 The Board may authorise any matter (as defined in Article 129.2) proposed to it in accordance with these Articles which would, if not so authorised, involve a breach by a Director of their duty to avoid conflicts of interest under the Act.⁴⁹
129.2 A matter means any matter which relates to a situation (a relevant situation) in which a Director has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company (including the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it, but excluding any situation which cannot reasonably be regarded as likely to give rise to a conflict of interest).
129.3 The provisions of Article 129.1 do not apply to a conflict of interest arising in relation to a transaction or arrangement with the Company.
129.4 Any such authorisation will be effective only if:
129.4.1 any requirement as to quorum at the meeting at which the matter is considered is met without counting the Director in question or any other interested Director; and
129.4.2 the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.
129.5 Where authorisation is given under Article 129.1:
129.5.1 the Board may (whether at the time of the giving of the authorisation or subsequently) make such authorisation subject to any limits or conditions it expressly imposes but otherwise it shall be given to the fullest extent permitted; and/or
129.5.2 the Board may vary or terminate such authorisation at any time.
129.6 Subject to Article 129.7, a Director shall be under no duty to the Company with respect to any information which they obtain or have obtained otherwise than as a Director of the Company and in respect of which they have a duty of confidentiality to another person. In particular, the Director shall not be in breach of the general duties they owe to the Company under the Act⁵⁰ because they fail:
129.6.1 to disclose any such information to the Board or to any Director or other officer or employee of the Company; and/or
129.6.2 to use or apply any such information in performing their duties as a Director of the Company.

⁴⁹ Section 175, the Act.

⁵⁰ Sections 171 – 177, the Act.

129.7 To the extent that the relationship between a Director and a person to whom they owe a duty of confidentiality gives rise to a conflict of interest or possible conflict of interest, Article 129.6 applies only if the existence of that relationship has been authorised by the Board pursuant to this Article 129 or if Article 130 applies to the relationship.
129.8 Where the existence of a Director's relationship with another person is authorised by the Board pursuant to this Article 129 (and subject to any limits or conditions imposed pursuant to Article 129.5.1) or Article 130 applies to the relationship and their relationship with that person gives rise to a conflict of interest or possible conflict of interest, the Director shall not be in breach of the general duties they owe to the Company under the Act⁵¹ because they:
129.8.1 absents themself from meetings of the Board or a committee of the Board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or
129.8.2 makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or makes arrangements for such documents and information to be received and read by a professional adviser,

for so long as they reasonably believe such conflict of interest or possible conflict of interest subsists.

129.9 The provisions of Articles 129.6, 129.7 and 129.8 above are without prejudice to any equitable principle or rule of law which may excuse the Director from:
129.9.1 disclosing information in circumstances where disclosure would otherwise be required under these Articles; or
129.9.2 attending meetings or discussions or receiving documents and information as referred to in Article 129.8.1 or 129.8.2, in circumstances where such attendance or receiving such documents and information would otherwise be required under these Articles.

130. Interests not requiring Board authorisation

130.1 Provided that Article 131 is complied with, a Director, notwithstanding their office:
130.1.1 may be a party to or otherwise be interested in any transaction or arrangement with the Company or in which the Company is otherwise interested;
130.1.2 may hold any other office or place of profit under the Company (except that of Auditor or of auditor of a subsidiary of the Company) in conjunction with the office of Director and may act by themself or through their firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange, either in addition to or in lieu of any remuneration provided for by any other Article;
130.1.3 may be a director or other officer of, or employed by, or a party to any transaction or arrangement with or otherwise interested in, any company promoted by the Company or in which the Company is otherwise interested or as regards which the Company has any powers of appointment; and
130.1.4 shall not be liable to account to the Company for any profit, remuneration or other benefit realised by any office or employment or from any transaction or arrangement or from any interest in any body corporate, no such transaction or arrangement shall be liable to be avoided

⁵¹ Sections 171 – 177, the Act.

on the grounds of any such interest or benefit nor shall the receipt of any such profit, remuneration or any other benefit constitute a breach of his duty under the Act⁵² or under the law not to accept benefits from third parties.

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

131.1 Subject to Article 131.5, 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 their interest to the other Directors before the Company enters into the transaction or arrangement.
131.2 A Director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company must declare the nature and extent of his/her interest to the other Directors as soon as is reasonably practicable, unless the interest has already been declared under Article 129.1.
131.3 Any declaration required by Article 129.1 may (but need not) be made at a meeting of the Directors or in the manner set out in the Act⁵³ .
131.4 Any declaration required by Article 129.2 may (but need not) be made at a meeting of the Directors or in the manner set out in the Act⁵⁴ .
131.5 A Director need not declare an interest in the case of a transaction or arrangement with the Company:
131.5.1 if, or to the extent that, the other Directors are already aware of the interest (and for this purpose the other Directors will be treated as aware of anything of which they ought reasonably to be aware); or
131.5.2 if, or to the extent that, it concerns the terms of their service contract (as defined in section 227 of the Act) that have been or are to be considered by a meeting of the Directors or by a committee of the Directors appointed for the purpose under these Articles.
131.6 If a declaration made under Articles 129.1 or 129.2 above proves to be, or becomes, inaccurate or incomplete, a further declaration must be made under Articles 129.1 or 129.2 (as appropriate).

132. Interested Director not to vote or count for quorum

132.1 A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any transaction or arrangement in which they have an interest which is to their knowledge a material interest and, if they purport to do so, their vote shall not be counted, but this prohibition shall not apply if Article 132.2 applies.
132.2 Provided that the matter has been authorised pursuant to Article 129 or comes within Article 130, the Director may vote (and be counted in the quorum) in respect of any resolution concerning one of more of the following matters:
132.2.1 any transaction or arrangement in which they are interested by means of an interest in shares, debentures or other securities or otherwise in or through the Company;

⁵² Section 176, the Act.

⁵³ Sections 184/185, the Act.

⁵⁴ Sections 184/185, the Act.

132.2.2 any transaction or arrangement in which they are interested as a consequence of them being a director of one of the Company's subsidiary undertakings;
132.2.3 the giving of any guarantee, security or indemnity in respect of money lent to, or obligations incurred by them or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;
132.2.4 the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which they themselves have assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
132.2.5 the giving of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;
132.2.6 any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings in which offer they are, or may be, entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which they are to participate;
132.2.7 any proposal concerning any other body corporate in which they do not to their knowledge have an interest (as the term is used in Part 22 of the Act) in one per cent or more of the issued equity share capital of any class of such body corporate (calculated exclusive of any shares of that class in that company held as treasury shares) nor to their knowledge hold one per cent or more of the voting rights which they hold as shareholder or through their direct or indirect holding of financial instruments (within the meaning of the Disclosure and Transparency Rules) in such body corporate;
132.2.8 any proposal relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award them any privilege or benefit not generally awarded to the employees to whom such arrangement relates;
132.2.9 any proposal concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons who include Directors;
132.2.10 any proposal concerning the funding of expenditure for the purposes referred to in Article 170.2 or doing anything to enable such Director or Directors to avoid incurring such expenditure; or
132.2.11 any transaction or arrangement in respect of which their interest, or the interest of Directors generally, has been authorised by ordinary resolution.

133. Director's interest in own appointment

133.1 A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of the Board concerning their own appointment (including fixing or varying the terms of their appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment or its termination) of two or more Directors to offices or places of profit with the Company or any company in which the Company is interested, such proposals may be divided and a separate resolution considered in relation to each Director. In such case each of the Directors concerned (if not otherwise debarred from voting under these Articles) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning their own appointment.
133.2 Subject to these Articles, the Board may cause the voting rights conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in

such manner in all respects as it thinks fit (including the exercise of voting rights in favour of any resolution appointing the Directors or any of them as directors or officers of the other company or in favour of the payment of remuneration to the directors or officers of the other company), and a Director may vote on and be counted in the quorum in relation to any of these matters.

134. Chair's ruling conclusive on Director's interest

If any question arises at any meeting as to the materiality of a Director's interest (other than the Chair's interest) or the entitlement of any Director (other than the Chair) to vote or be counted in a quorum for the purposes of Article 132, and such question is not resolved by their voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be referred to the Chair of the meeting. The Chair's ruling in relation to the Director concerned shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned (so far as it is known to them) has not been fairly disclosed to the Board.

135. Directors' resolution conclusive on Chair's interest

If any question arises at any meeting as to the materiality of the Chair's interest or the entitlement of the Chair to vote or be counted in a quorum for the purposes of Article 132, and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be decided by resolution of the Directors or committee members present at the meeting (excluding the Chair), whose majority vote shall be final and conclusive except in a case where the nature or extent of the interest of the Chair (so far as it is known to them) has not been fairly disclosed to the Board.

136. Relaxation of provisions

Subject to the provisions of the Act⁵⁵, the Company may by ordinary resolution suspend or relax the provisions of Articles 129-135, either generally or in respect of any particular matter, or ratify any transaction not duly authorised by reason of a contravention of these Articles.

137. Definitions

for the purpose only of Articles 129-137:

137.1 a conflict of interest includes (without limitation) a conflict of interest and duty and a conflict of duties⁵⁶;
137.2 an interest means a direct or an indirect interest⁵⁷ (including, without limitation, an interest of a connected person as defined in the Act)⁵⁸ and interested shall be construed accordingly;
137.3 an interest, transaction or arrangement of which a Director is aware includes an interest, transaction or arrangement of which that Director ought reasonably to be aware⁵⁹; and
⁵⁸ Section 252-256, the Act.
⁵⁹ Section 175(5), 6(b) and 182(5), 6(b), the Act.

⁵⁵ Sections 180, 232 and 239, the Act.

⁵⁶ Section 175(7) and 176(5), the Act.

⁵⁷ Section 175(1), 177(1) and 182(1), the Act. "indirect" is undefined but, as well as interests of a connected person, would include any interest (as member, officer or employee or otherwise) in another company.

137.4 a transaction or arrangement includes a proposed transaction or arrangement.

AUTHENTICATION OF DOCUMENTS

138. Power to authenticate documents

Any Director, 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 resolution passed by the Company or the Board or any committee, 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; and where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer of the Company having their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

SEALS

139. Safe custody

The Board shall provide for the safe custody of the Seal and of any other seal of the Company.

140. Application of Seal

140.1 The Seal shall be used only by the authority of a resolution of the Board or of a committee of the Board authorised by the Board to give such authority. The Board may determine whether any instrument to which the Seal is affixed shall be signed and, if it is to be signed, who shall sign it and by what means. The Board may also determine, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical or other means. Unless otherwise so determined:
140.1.1 share certificates and, subject to the provisions of any instrument constituting the same, certificates issued under the Seal in respect of any debentures or other securities need not be signed and any signature may be affixed to or printed on any such certificate by any means approved by the Board; and
140.1.2 every other instrument to which the Seal is affixed shall be signed by one Director and by the Secretary or by two Directors or by one Director in the presence of a witness who attests their signature or by such other persons as the Board or a committee of the Board shall appoint for that purpose (and, if the Secretary is a limited company, such company may nominate any person to act on its behalf).

141. Execution as a deed without sealing

Any instrument signed by one Director and the Secretary, by two Directors or by one Director in the presence of a witness who attests their signature and, in any such case, expressed to be executed by the Company shall have the same effect as if executed under the Seal, provided that no instrument 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 of a committee authorised by the Directors in that behalf.

142. Official seal for use abroad

Subject to the provisions of the Act⁶⁰, the Company may have an official seal for use in any place abroad.

THE SECRETARY

143. The Secretary

143.1 Subject to the provisions of the Act⁶¹, the Board shall appoint a Secretary or Joint Secretaries and shall have power to appoint one or more persons to be an Assistant or Deputy Secretary at such remuneration and on such terms and conditions as it thinks fit and any such person so appointed may be removed by the Board.
143.2 Any provision of the Act or of 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.
143.3 If Joint Secretaries are appointed, any provision of the Act or of these Articles requiring or authorising a thing to be done by the Secretary shall be satisfied if done by one of the Joint Secretaries.

DIVIDENDS AND OTHER PAYMENTS

144. Declaration of dividends

Subject to the provisions of the Act⁶² and of these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board.

145. Interim dividends

Subject to the provisions of the Act⁶³, the Board may declare and pay such interim dividends (including any dividend payable at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividend as well as on shares conferring preferential rights, unless at the time of payment any preferential dividend is in arrear. Provided that the Board acts in good faith, it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer by the lawful payment of any interim dividend on any shares ranking after those with preferential rights.

146. Entitlement to dividends

Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid but no amount paid up on a share in advance of the date on which a call is payable shall be treated for the purposes of this Article 146 as paid up on the share. Subject as aforesaid, all dividends

⁶⁰ Section 49, the Act.

⁶¹ Sections 271-279, the Act.

⁶² Section 829-853, the Act.

⁶³ Section 829-853, the Act.

shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly.

147. Cancellation or deferral of dividends

147.1 Each dividend shall, at any point prior to its payment, be cancellable or deferrable by the Board if such cancellation or deferral is required by any applicable law or regulation (including, without limitation, to meet any applicable capital requirement) or if the Board considers, in its sole discretion, that it would be appropriate or prudent to cancel or defer any such dividend.
147.2 Accordingly, notwithstanding the terms of any ordinary resolution of the company in general meeting, any dividend declared by such ordinary resolution shall only be payable subject to the condition that it shall not have been cancelled or deferred by the Board prior to its payment (whether or not such conditionality is expressly provided for in the relevant resolution). If the Board act in good faith they shall not incur any liability to the members of the Company or any of them in respect of any decision by the Board to cancel or defer a dividend in accordance with this Article 147.

148. Calls or debts may be deducted from dividends

The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from them to the Company on account of calls or otherwise in relation to the shares of the Company.

149. Distribution in specie

149.1 The Board may, with the authority of an ordinary resolution of the Company, direct that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises in regard to such distribution, the Board may settle it as it thinks fit. In particular, the Board may:
149.1.1 issue fractional certificates (or ignore fractions);
149.1.2 fix the value for distribution of such assets or any part thereof and determine that cash payments may be made to any members on the footing of the value so fixed, in order to adjust the rights of members; and
149.1.3 vest any such assets in trustees on trust for the persons entitled to the dividend.

150. Dividends not to bear interest

Unless otherwise provided by the rights attached to the share, no dividend or other money payable by the Company on or in respect of a share shall bear interest as against the Company.

151. Method of payment

151.1 The Company may pay any dividend, interest or other sum payable in respect of a share by direct debit, bank transfer (to a bank or building society account as specified by the distribution recipient), cheque, dividend warrant, money order or any other method (including by electronic media) as the Board may consider appropriate. In respect of shares in uncertificated form, where the Company is authorised to do so by or on behalf of the holder or joint holders in such manner as the Company shall from time to time consider sufficient, the Company may also pay any such dividend, interest or other money by means of the relevant system concerned (subject always to the facilities and requirements of that relevant system).

151.2 If the Board decides that a payment of a dividend, interest or other sum payable in respect of a share in cash to any holder or group of holders shall be made to an account (of a type approved by the Board) nominated by the holder, but any holder does not nominate such an account, or does not provide the details necessary to enable the Company to make a payment to the nominated account, or a payment to the nominated account is rejected or refunded, the Company shall treat the payment as an unclaimed dividend and Article 153 shall apply.
151.3 Every such cheque, warrant or order may be sent by post or other delivery service (or by such other means offered by the Company as the member or persons entitled to it may agree in writing) to the registered address (or in the case of a Depositary, subject to the approval of the Board, such persons and addresses as the Depositary may require) of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person or persons may direct in writing. In respect of shares in uncertificated form, every such payment made by such other method as is referred to in Article 151.1 shall be made in such manner as may be consistent with the facilities and requirements of the relevant system concerned. Without prejudice to the generality of the foregoing, in respect of shares in uncertificated form, such payment may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders or, if permitted by the Company, of such person as the holder or joint holders may in writing direct.
151.4 Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, and shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including, in respect of shares in uncertificated form, the making of payment in accordance with the facilities and requirements of the relevant system concerned) shall be a good discharge to the Company. If any such cheque, warrant, order or other form of payment shall be, or shall be alleged to have been, lost, stolen or destroyed, the Board may, at the request of the person entitled thereto, issue a replacement cheque or warrant or order or make payment in some other form, subject to compliance with such conditions as to evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request as the Board may think fit.
151.5 Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other money payable in respect of such share.
151.6 The Board may, at its discretion, make provisions to enable a Depositary and/or any member as the Board shall from time to time determine to receive any duly declared dividend in a currency other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of the amount of the dividend shall be such rate, and the payment thereof shall be on such terms and conditions, as the Board may in its absolute discretion determine.

152. Uncashed dividends

If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled thereto are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquiries have failed to establish any new address to be used for the purpose, the Company shall not be obliged to send any dividends or other money payable in respect of that share due to that person until they notify the Company of an address to be used for the purpose.

153. Unclaimed dividends

All dividends, interest or other sums payable and unclaimed for a period of 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends unclaimed for a period of 6 years after having become payable shall, if the Board so resolves, be forfeited and shall cease to remain owing by, and shall become the property of, the Company.

154. Payment of scrip dividends

154.1 The Board may, with the prior authority of an ordinary resolution of the Company and subject to the provisions set out in this Article 154 and to such terms and conditions as the Board may determine, offer to any holders of Ordinary Shares (excluding any member holding Ordinary Shares as treasury shares) the right to elect to receive Ordinary Shares, credited as fully paid, instead of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution.
154.2 The resolution may specify a particular dividend (whether or not already declared), or may specify all or any dividends declared within one or more specified periods provided that any period so specified shall not end later than the fifth anniversary of the date of the meeting at which the said resolution is passed.
154.3 The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend to which such holder is entitled. For this purpose "relevant value" shall be calculated by reference to the average of the middle market quotations for the Ordinary Shares on the London Stock Exchange, as derived from the Daily Official List, for the day on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. 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.
154.4 No fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements, including provisions whereby, in whole or in part, the benefit thereof accrues to the Company and/or under which fractional entitlements are accrued and/or retained, and in each case accumulated, on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to, or cash subscription on behalf of, such member of fully paid Ordinary Shares and/or provisions whereby cash payments may be made to members in respect of their fractional entitlements.
154.5 The Board shall, after determining the basis of allotment, notify the holders of Ordinary Shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective save that, in the case of any holder of Ordinary Shares who has previously made, and has not revoked, an earlier election to receive Ordinary Shares in lieu of all future dividends, the Board shall instead send them a reminder that such election has been made, indicating how that election may be revoked in time for the next dividend proposed to be paid.
154.6 The Board may exclude from any offer any holders of Ordinary Shares or any Ordinary Shares held by a Depositary where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of or the requirements of any regulatory body or stock exchange or other authority in any territory or that for any other reason the offer should not be made to them or in respect of such shares.
154.7 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 Ordinary Shares in respect of which an election has been duly made (the elected Ordinary Shares) and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined as aforesaid. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of 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 Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis. A Board resolution capitalising any part of such reserve or fund or profits shall have the same effect as if such capitalisation had been declared by ordinary resolution of the Company in accordance with Article 156 and in relation to any such capitalisation the Board may exercise all the powers conferred on the Board by Article 156 without need of such ordinary resolution.
154.8 The additional Ordinary Shares so allotted shall rank pari passu in all respects with each other and with the fully paid Ordinary Shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date.
154.9 The Board may terminate, suspend or amend any offer of the right to elect to receive Ordinary Shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may from time to time determine and take such other action as the Board may deem necessary or desirable from time to time in respect of any such scheme.
154.10 The Board may establish or vary from time to time a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any Ordinary Shares shall be binding on every successor in title to the holder thereof until the election mandate is revoked following that procedure.

155. Reserves

The Board may, before recommending any dividend (whether preferential or otherwise), carry to reserve out of the profits of the Company such sums as it thinks fit. All sums standing to reserve may be applied from time to time, at the discretion of the Board, for any purpose to which the profits of the Company may properly be applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Board thinks fit. The Board may divide the reserve into such special funds as it thinks fit, and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as it thinks fit. Any sum which the Board may carry to reserve out of the unrealised profits of the Company shall not be mixed with any reserve to which profits available for distribution have been carried. The Board may also, without placing the same to reserve, carry forward any profits which it may think prudent not to distribute.

156. Capitalisation of reserves

The Board may, with the authority of an ordinary resolution of the Company:

156.1 subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is

available for distribution or standing to the credit of share premium account or capital redemption reserve or other undistributable reserve;

156.2 appropriate the sum resolved to be capitalised to the holders of Ordinary Shares in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those holders of Ordinary Shares or as they may direct, in those proportions, or partly in one way and partly in the other, provided that:
156.2.1 the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to holders of Ordinary Shares credited as fully paid; and
156.2.2 where the amount capitalised is applied in paying up in full unissued shares, the Company will also be entitled to participate in the relevant distribution in relation to any Ordinary Shares held by it as treasury shares and the proportionate entitlement of the members to the distribution will be calculated accordingly.
156.3 resolve that any shares so allotted to any member in respect of a holding by them of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends;
156.4 make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit thereof to the Company rather than to the holders of Ordinary Shares concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions;
156.5 authorise any person to enter into, on behalf of all the holders of Ordinary Shares concerned, an agreement with the Company providing for either:
156.5.1 the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or
156.5.2 the payment up by the Company on behalf of such holders by the application thereto of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares,

in which event any agreement made under such authority shall be effective and binding on all such holders; and

156.5.3 generally do all acts and things required to give effect to such resolution.

157. Record dates

Notwithstanding any other provision of these Articles, but without prejudice to the rights attached to any shares and subject always to the Act ⁶⁴ and the Regulations⁶⁵, the Company or the Board may by resolution specify any date (the record date) as the date at the close of

⁶⁴ section 360B, the Act.

⁶⁵ Regulation 41 of the Uncertified Securities Regulations.

business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular and such record date may be on or at any time before the date on which the same is paid, made, given or served or (in the case of any dividend, distribution, interest, allotment or issue) at any time after the same is recommended, resolved, declared or announced but without prejudice to the rights of transferors and transferees of any such shares or other securities in respect of the same. No change in the register of such holders after the record date shall invalidate the same.

ACCOUNTS

158. Accounting records

The Board shall cause accounting records to be kept in accordance with the Act.

159. Inspection of records

No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by statute, by order of the court, by the Board or by ordinary resolution of the Company.

160. Accounts to be sent to members

Except as provided in Article 161, a copy of the Company's Annual Accounts and Reports shall, not later than the date⁶⁶ on which the Company gives notice of the annual general meeting before which they are to be laid, be delivered or sent to every member and holder of debentures of the Company and to the Auditors and to every other person who is entitled to receive notice of general meetings. However, this Article 160 shall not require a copy of those documents to be sent to any person who under the provisions of these Articles is not entitled to receive notices from the Company or for whom the Company does not have a current address or to more than one of the joint holders of any shares or debentures.

161. Summary financial statements

The Company may, in accordance with the Act⁶⁷ and any regulations made under them, send a summary financial statement to any member instead of or in addition to the documents referred to in Article 160. Where it does so, the statement shall be delivered or sent to the member, or made available on a website in accordance with the Act,⁶⁸ not later than the date⁶⁹ on which the Company gives notice of the annual genera! meeting before which those documents are to be laid.

NOTICES

162. Service of notices etc

162.1 Notwithstanding anything to the contrary in these Articles, any notice, document or information to be given, sent, issued, deposited, served, delivered or lodged (or the equivalent where it is sent in electronic form) to or by any person pursuant to these Articles (other than a notice calling a meeting of the Directors) shall be in writing and any such notice or document shall be deemed

⁶⁹ Same as footnote to Article 160.

⁶⁶ 21 clear days before the AGM - section 307A, the Act.

⁶⁷ Section 426, the Act.

⁶⁸ Part 4 of Schedule 5, the Act.

given, sent, issued, deposited, served, delivered or lodged, (or the equivalent where it is sent in electronic form) to an address for the time being notified for that purpose to the person giving the notice.

162.2 Subject to the Act⁷⁰, any notice, document or information is validly sent or supplied by the Company if it is made available on a website.
162.3 Any notice, document (including, without limitation, a share certificate) or information may be supplied by the Company to a member either personally or by sending it by post or other delivery service in a prepaid envelope addressed to the member at their registered address or by leaving it at that address or by any other means authorised in writing by the member concerned or, subject to and in accordance with the Act⁷¹, by sending it in electronic form to an address for the time being notified to the Company by the member or by making it available on a website. In the case of a member registered on an overseas branch register any such notice or document may be posted either in the United Kingdom or in the territory in which such branch register is maintained.
162.4 In the case of joint holders of a share, all notices or documents shall be given to the joint holder whose name stands first in the Register in respect of the joint holding. Notice so given shall be sufficient notice to all the joint holders. Anything agreed or specified by the first- named joint holder in respect of a joint holding shall be binding on all joint holders.
162.5 Where a member (or, in the case of joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices or other documents may be given to them or, subject to and in accordance with the provisions of the Act ⁷² , of an address to which notices or documents may be sent in electronic form, they shall be entitled to have notices or documents given or sent to them at that address, but otherwise no such member shall be entitled to receive any notice or document from the Company.
162.6 Where a document or 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.
162.7 Any amendment or revocation of a notification given to the Company under this Article 162 shall only take effect if in writing, authenticated by the member and on actual receipt by the Company thereof.
162.8 An electronic communication shall not be treated as received by the Company if it is rejected by computer virus protection arrangements.
162.9 If on at least two consecutive occasions the Company has attempted to send notices or documents in electronic form to an address for the time being notified to the Company by a member for that purpose and the Company is aware that there has been a failure of delivery of such notice or document, then the Company shall thereafter send notices or documents through the post to such member at their registered address or their address for the service of notices by post, in which case the provisions of Article 162.10 shall apply.

⁷⁰ Part 4 of Schedule 5 the Act.

⁷¹ Parts 3 and 4 Schedule 5 the Act

⁷² Schedule 5 the Act.

162.10 If on three consecutive occasions notices or other documents (other than any documents to which Article 151 applies) have been sent through the post to any member at their registered address or their address for the service of notices but have been returned undelivered, such member shall not thereafter be entitled to receive notices or other documents from the Company until they shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or, subject to and in accordance with the provisions of the Act⁷³, an address to which notices may be sent in electronic form.
162.11 Any notification that may be given to the Company pursuant to sections 146-150 of the Act shall be in a form prescribed by or approved by the Board.

163. Service of notice in case of death or bankruptcy, etc

The Company may send or supply any notice or document on the person entitled to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of a notice or document to a member, addressed to that person by name, or by the title of the representative of the deceased or of the trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom to which notices may be sent by electronic means supplied for the purpose by the person claiming to be so entitled. Until such an address has been so supplied, any notice, document or other communication sent or supplied to any member pursuant to these Articles in any manner in which it might have been sent or supplied if the death, bankruptcy or other event had not occurred shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly served or delivered in respect of any share registered in the name of that member as sole or joint holder.

164. Evidence of service

164.1 Any notice, certificate or other document addressed to a member at their registered address or address for service in the United Kingdom shall, if sent by post, be deemed to have been served or delivered on the working day after the day when it was put in the post (or, where secondclass mail is employed, on the second working day after the day when it was put in the post). Proof that an envelope containing the notice or document was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given. Any notice, certificate or other document not sent by post but delivered or left at a registered address or address for service in the United Kingdom shall be deemed to have been served or delivered on the day (or, if not a working day, the next working day) and at the time on which it was so delivered or left.
164.2 Any notice or other document addressed to a member shall, if sent using electronic means, be deemed to have been served or delivered on the day it was first sent or, if the day it is sent is not a working day, on the next working day. In proving such service or delivery it shall be conclusive to prove that the address used for the electronic communication was the address supplied for such purpose and that the electronic communication was properly dispatched by the Company, unless the Company is aware that there has been a failure of delivery of such notice or document following at least two attempts, in which case such notice or document shall

⁷³ Schedule 5, the Act.

be sent to the member at their registered address or address for service in the United Kingdom pursuant to Article 164.1 within 48 hours of the original electronic communication.

164.3 Any notice or other document sent or supplied by means of a website shall be deemed received by the intended recipient when the material was first made available on the website or, if later, when the recipient received, or is deemed to have received, notice of the fact that the material was available on the website.
164.4 In calculating any period for the purposes of this Article, no account shall be taken of any part of a day that is not a working day.
164.5 Any notice or other document sent by a relevant system shall be deemed to have been served or delivered when the Company (or a sponsoring system - participant acting on its behalf) sends the issuer instructions relating to the notice or document.
164.6 Any member present, either personally or by proxy, at any general meeting of the Company or at any meeting of the holders of any class of shares in the Company shall for all purposes be deemed to have received due notice of that meeting, and of the purposes for which the meeting, was called.

165. Notice binding on transferees

Every person who, by operation of law, transfers or by any other means becomes entitled to a share shall be bound by any notice in respect of that share (other than a notice given by the Company pursuant to Article 81) which, before their name is entered in the Register, has been duly given to a person from whom they derive their title.

166. Notice by advertisement

Any notice to be given by the Company to the members or any of them, and not otherwise provided for by these Articles, shall be sufficiently given if given by advertisement in at least one national newspaper published in the United Kingdom and, where the Company keeps an overseas branch register, in at least one daily newspaper published in the territory in which such register is maintained. Any notice given by advertisement shall be deemed to have been served at noon on the day on which the advertisement first appears.

167. Suspension of postal services

Subject to the Act and to any other provision of these Articles, if at any time by reason of the suspension, interruption or curtailment of postal services or threat thereof within the United Kingdom the Company is or would be unable effectively to convene a general meeting by notices sent through the post, a meeting may be convened by a notice advertised in accordance with Article 166. Such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the first of such advertisements appears. In any such case the Company shall send confirmatory copies of the notice by post if, at least seven days prior to the meeting, the posting of notices to addresses throughout the United Kingdom again becomes practicable.

WINDING UP

168. Division of assets

If the Company is wound up the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by law, divide among the members (excluding any member holding shares as treasury shares) in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. Any such division may be otherwise than in accordance with the existing rights of the members, but if any division is

resolved otherwise than in accordance with such rights, the members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to section 110 Insolvency Act 1986. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees on such trusts for the benefit of the members as they with the like sanction, shall determine, but no member shall be compelled to accept any assets on which there is a liability.

169. Transfer or sale under section 110 Insolvency Act 1986

A special resolution sanctioning a transfer or sale to another company duly passed pursuant to section 110 Insolvency Act 1986 may in the like manner authorise the distribution of any shares or other consideration receivable by the liquidator among the members (excluding any member holding shares as treasury shares) otherwise than in accordance with their existing rights, and any such determination shall be binding on all the members, subject to the right of dissent and consequential rights conferred by the said section.

INDEMNITY

170. Indemnity

170.1 Subject to the provisions of the Act⁷⁴, but without prejudice to any indemnity to which theyr may otherwise be entitled, every person who is or was at any time a Director or an officer of the Company or a director or officer of an associated company (except the Auditors or the auditors of an associated company) may at the discretion of the Board be indemnified out of the assets of the Company against all costs, charges, losses, damages and liabilities incurred by them for negligence, default, breach of duty, breach of trust or otherwise in relation to the affairs of the Company or of an associated company.
170.2 Subject to the provisions of the Act,⁷⁵ the Company may at the discretion of the Board provide any person who is or was at any time a Director or officer of the Company or a director or officer of an associated company (except the Auditors or the auditors of an associated company) with funds to meet expenditure incurred or to be incurred by them (or to enable such Director or officer to avoid incurring such expenditure) in defending any criminal or civil proceedings or defending themself in any investigation by, or against action proposed to be taken by, a regulatory authority or in connection with any application under the provisions referred to in section 205(5) of the Act.

171. Power to insure

Subject to the provisions of the Act⁷⁶, the Board may purchase and maintain insurance at the expense of the Company for the benefit of any person who is or was at any time a Director or officer or employee of the Company or of an associated company or of any company in which the Company has an interest whether direct or indirect (excluding the Auditors or the auditors of an associated company or of a company in which the Company has an interest however direct or indirect) or who is or was at any time a trustee of any pension fund or employee benefits trust in which any employee of the Company or of any such other company or subsidiary undertaking is or has been interested indemnifying such person against any liability which may attach to them or loss or expenditure which they may incur in relation to anything

⁷⁴ Sections 232 – 238, the Act.

⁷⁵ Section 205-206, the Act.

⁷⁶ Section 233, the Act.

done or omitted to have been done, or alleged to have been done or omitted to have been done, as a Director, officer, employee or trustee.

AI Terminal

Admiral Group PLC

5227_dva_2022-04-28_c596bf45-eafa-404d-93f9-80fd0188db9e.pdf

PUBLIC COMPANY LIMITED BY SHARES _______________________________

NO. 3849958

THE COMPANIES ACTS 1985 TO 2006 _______________________________

PUBLIC COMPANY LIMITED BY SHARES _______________________________

ARTICLES OF ASSOCIATION

ADMIRAL GROUP PLC

PRELIMINARY

1. Interpretation

2. Model articles or regulations not to apply

3. Change of name

4. Limited liability

SHARE CAPITAL

5. Share rights

6. Allotment

7. Redeemable shares

8. Share warrants to bearer

9. Commission and brokerage

10. Trusts not to be recognised

SHARE CERTIFICATES

11. Right to certificates

12. Consolidated and replacement certificates

13. Uncertificated shares

LIEN ON SHARES

14. Lien on shares not fully paid

15. Enforcement of lien by sale

16. Application of proceeds of sale

CALLS ON SHARES

17. Calls

18. Liability of joint holders

19. Interest on calls

20. Rights of member when call unpaid

21. Sums due on allotment treated as calls

22. Power to differentiate

23. Payment in advance of calls

24. Delegation of power to make calls

25. Indemnity against claims in respect of shares

FORFEITURE OF SHARES

26. Notice if call not paid

27. Forfeiture for non-compliance

28. Notice after forfeiture

29. Forfeiture may be annulled

30. Surrender

31. Disposal of forfeited shares

32. Effect of forfeiture

33. Extinction of claims

34. Evidence of forfeiture

TRANSFERS OF SHARES

35. Transfers of shares

36. Transfers of uncertificated shares

37. Other powers in relation to transfers

TRANSMISSION OF SHARES

38. On death

39. Election of person entitled by transmission

40. Rights on transmission

DESTRUCTION OF DOCUMENTS

41. Destruction of documents

ALTERATION OF SHARE CAPITAL

42. Increase, consolidation, cancellation, sub-division and redenomination

43. Fractions

44. Reduction of capital

45. Purchase of own shares

VARIATION OF CLASS RIGHTS

46. Sanction to variation

47. Class meetings

48. Deemed variation

MEETINGS OF MEMBERS

49. Annual general meetings

50. Convening of general meeting other than annual general meeting

51. Notice of general meetings27

52. Omission to send notice or non-receipt of notice

53. Postponement of general meetings

54. Special business

55. General meeting at more than one location

56. Hybrid meetings

57. Attendance and speaking at general meetings

PROCEEDINGS AT GENERAL MEETINGS

58. Quorum

51. Notice of general meetings²⁷