IG Group Holdings PLC

Regulatory Filings • Aug 15, 2023

No. 4677092

The Companies Act 2006

Company Limited by Shares

ARTICLES OF ASSOCIATION

adopted by Special Resolution passed on [20 September 2023]22 September 2021 of

IG GROUP HOLDINGS PLC

(incorporated on 25 February 2003)

The Companies Act 2006

Company Limited by Shares

Articles of Association

adopted by Special Resolution passed on [20 September 2023]22 September 2021 of

IG Group Holdings plc

Preliminary

1 Default Articles not to apply

Neither the regulations in The Companies (Model Articles) Regulations 2008 nor Table A in The Companies (Tables A to F) Regulations 1985 nor any other articles or regulations prescribing forms of articles which may apply to companies under the Legislation or any former enactment relating to companies shall apply to the Company.

2 Interpretation

In these Articles (if not inconsistent with the subject or context) the words and expressions set out in the first column below shall bear the meanings set opposite to them respectively:

"Admission"	The admission of the Ordinary Shares in issue at the date of adoption of these Articles to the Official List and to trading on the London Stock Exchange.
"B Shareholders"	The holders of B Shares in the capital of the Company.
"B Shares"	The B Shares of 0.001 pence each in the capital of the Company, having the rights attaching to them as set out in these Articles.
"clear days"	Means a period of notice of the specified length excluding the day of the meeting and the day on which the notice is given.
"combined physical and electronic General Meeting"	means a General Meeting convened and held in accordance with these Articles and which persons may attend either at a physical place of meeting or via an electronic platform.
the "Company"	IG Group Holdings plc.

"Controller"	Any person:
	(a)	who either alone or with any connected person is entitled to exercise, or to control the exercise of, 10 per cent. or more of the voting power at any general meeting of the Company or of another body corporate by which it is controlled; or
	(b)	in accordance with whose directions or instructions (either alone or with those of any connected person) the directors of the Company are accustomed to act;
		and "control" is construed accordingly.
the "CREST Regulations"		The Uncertificated Securities Regulations 2001.
"Deferred Redeemable Shareholders"		The holders of Deferred Redeemable Shares in the capital of the Company.
"Deferred Redeemable Shares"		The Deferred Redeemable Shares of £0.001 pence each in the capital of the Company, having the rights attaching to them as set out in these Articles.
the "Directors"		The board of directors of the Company from time to time.
"electronic platform"		means any form of electronic platform or facility and includes, without limitation, website addresses, application technology and conference call systems.
"ESOT"		The IG Group Limited Employee Benefit Trust.
"Excess Shares"	such.	The shares which are required to be disposed of under a Mandated Disposal to cause a Controller to cease to be
the "Financial Conduct Authority"		The Financial Conduct Authority (or any successor body) from time to time in its capacity as competent authority under the Financial Services and Markets Act 2000.
"in writing"		Written or produced by any substitute for writing (including anything in electronic form) or partly one and partly another.
"Legislation"		means the Companies Acts, the CREST Regulations and every other enactment for the time being in force concerning companies and affecting the Company.
"Liquidation"	be wound-up.	The making of a winding-up order by the Courts or the passing of a resolution by the members that the Company
"London Stock Exchange"		London Stock Exchange plc.
"Mandated Disposal"		means the sale and transfer of such number of Specified
		Shares as will cause a Controller to cease to be such, not being a sale or transfer to another Controller or a sale and transfer which constitutes any other person a Controller.

"Office"	The registered office of the Company for the time being.
the "Official List"	The official list maintained by the Financial Conduct Authority (or any successor body).
"Ordinary Shareholders"	The holders of Ordinary Shares in the capital of the Company.
"Ordinary Shares"	The Ordinary Shares of £0.005 pence each in the capital of the Company, having the rights attaching to them as set out in these Articles.
"Operator"	CRESTCo Limited or such other person as may for the time being be approved by H.M. Treasury as Operator under the CREST Regulations.
"Operator-instruction"	A properly authenticated dematerialised instruction attributable to the Operator.
"paid"	Paid or credited as paid.
"participating security"	A security title to units of which is permitted by the Operator to be transferred by means of a relevant system.
"physical General Meeting"	means any General Meeting which persons may attend only at a physical place of meeting.
"Preference Shareholder"	The holders of Preference Shares in the capital of the Company.
"Preference Shares"	The Preference Shares of £1.00 each in the capital of the Company, having the rights set out in these Articles.
"present"	means, for the purposes of a physical General Meeting, present at a physical place of meeting or, for the purposes of a combined physical and electronic General Meeting, either present at a physical place of meeting or present by attending via an electronic platform.
"Register"	The register of members of the Company.
"Redemption Date"	The date of any redemption of Preference Shares pursuant to Article 145.4.
"relevant system"	A 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 CREST Regulations.
"Seal"	The Common Seal of the Company.
"Securities Seal"	An official seal kept by the Company for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued, as permitted by the Companies Acts.
"Shareholder"	A member of the Company.

"Shares"	The Ordinary Shares, the Preference Shares, the B Shares, the Deferred Redeemable Shares and (i) any shares in the capital of the Company issued in exchange for those Shares or by way of conversion or reclassification of those Shares and (ii) any shares in the capital of the Company representing or deriving from those Shares as a result of an increase in, reorganisation or variation of the capital of the Company.
"Specified Shares"	Shares comprised in the interest of a Controller or of a person referred to in Article 39.
"Statutes"	The Companies Acts, the CREST Regulations and every other enactment for the time being in force concerning companies and affecting the Company.
"Subscription Price"	In relation to any Share, the amount paid up or credited as paid up thereon (including the full amount of any premium at which such Share was issued whether or not such premium is applied for any purpose thereafter).
"these Articles"	These Articles of Association as from time to time altered.
"Transfer Office"	The place where the Register is situate for the time being.
"Trustee"	Computershare Trustees (Jersey) Limited (or any successor entity appointed as Trustee from time to time) in its capacity as trustee of the Group's ESOT.
the "United Kingdom"	The United Kingdom of Great Britain and Northern Ireland.
"year"	Calendar year.

The expression "address" shall include any number or address (including, in the case of any Uncertificated Proxy Instruction permitted under Article 71, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website.

The expression "Companies Acts" shall have the meaning given thereto by Section 2 of the Companies Act 2006 but shall only extend to provisions which are in force at the relevant date.

The expression "Company Communications Provisions" shall have the same meaning as in the Companies Acts.

The expressions "debenture" and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder".

The expressions "hard copy form", "electronic form" and "electronic means" shall have the same respective meanings as in the Company Communications Provisions.

The expression "officer" shall include a Director, manager and the Secretary, but shall not include an auditor.

The expressions "recognised clearing house" and "recognised investment exchange" shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000.

The expression "Secretary" shall include any person appointed by the Directors to perform any of the duties of the Secretary including, but not limited to, a joint, assistant or deputy Secretary.

All such of the provisions of these Articles as are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" shall be construed accordingly.

The expression "shareholders' meeting" shall include both a General Meeting and a meeting of the holders of any class of shares of the Company. The expression "General Meeting" shall include any general meeting of the Company, including any general meeting held as the Company's annual general meeting, and whether held as a physical General Meeting or as a combined physical and electronic General Meeting, in accordance with Section 360 of the Companies Act 2006 ("Annual General Meeting").

Except where the context otherwise requires, any reference to issued shares of any class (whether of the Company or of any other company) shall not include any shares of that class held as treasury shares.

Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine. Words denoting persons shall include bodies corporate and unincorporated associations.

References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these Articles).

References to a share (or to a holding of shares) being in certificated or uncertificated form are references, respectively, to that share being a certificated or an uncertificated unit of a security for the purposes of the CREST Regulations.

Except as provided above, any words or expressions defined in the Companies Acts or the CREST Regulations shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles.

Alteration of Share Capital

3 Fractions arising on consolidation or subdivision

3.1 Whenever as a result of a consolidation or subdivision of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Statutes, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to transfer the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale. So far as the Statutes allow, the Directors may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation or subdivision and representing fractional entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof.

4 Purchase of own shares and treasury shares

• 4.1 Subject to the provisions of the Statutes, 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) but so that if there shall be in issue any shares or other securities that are admitted to the Official List and that are convertible into equity share capital of the Company of the class proposed to be purchased, then the Company shall not purchase, or enter into a contract under which it will or may purchase, such equity shares unless either:
• (a) the terms of issue of such convertible shares or other securities include provisions permitting the Company to purchase its own equity shares or providing for adjustment to the conversion terms upon such a purchase; or
• (b) the purchase or the contract has first been approved by a Special Resolution passed at a separate meeting of the holders of such convertible shares or other securities.
• 4.2 The Company may not exercise any right in respect of treasury shares held by it, including any right to attend or vote at shareholder 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.

5 Reduction of capital

Subject to the provisions of the Statutes, the Company may by Special Resolution reduce its share capital, share premium account, capital redemption reserve or other undistributable reserve in any way.

Shares

6 Commissions on issue of shares

The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. The Company may also on any issue of shares pay such brokerage as may be lawful.

7 Trust etc. interests not recognised

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the holder.

Share Certificates

8 Issue of share certificates

Every person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the Register in respect of shares in certificated form shall upon the issue or transfer to him of such shares be entitled without payment to a certificate therefor (in the case of issue) within one month (or such longer period as the terms of issue shall provide) after allotment or (in the case of a transfer of fully-paid shares) within five business days after lodgement of the transfer or (in the case of a transfer of partly-paid shares) within two months after lodgement of the transfer (or, in the case of surrender of a share warrant for cancellation, within two months of the surrender of the warrant).

9 Form of share certificate

Every share certificate shall be executed by the Company in such manner as the Directors may decide (which may include use of the Seal or the Securities Seal (or, in the case of shares on a branch register, an official seal for use in the relevant territory) and/or manual or facsimile signatures by one or more Directors) and shall specify the number and class of shares to which it relates and the amount paid up thereon. No certificate shall be issued representing shares of more than one class.

10 Joint holders

In the case of a share held jointly by several persons in certificated form, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of the joint holders shall be sufficient delivery to all.

11 Replacement of share certificates

• 11.1 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.
• 11.2 If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit, comply with such request.
• 11.3 If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of any exceptional out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.
• 11.4 In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

Calls on Shares

12 Power to make calls

The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or, when permitted, by way of premium) but subject always to the terms of allotment of such shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.

13 Liability for calls

Each member shall (subject to being given at least 14 days' notice in writing specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be wholly or partly revoked or postponed as the Directors may determine.

14 Interest on overdue amounts

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding 15 per cent per annum) as the Directors determine, but the Directors shall be at liberty in any case or cases to waive payment of such interest wholly or in part.

15 Other sums due on shares

Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of allotment of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable. In case of nonpayment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

16 Power to differentiate between holders

The Directors may on the allotment of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.

17 Payment of calls in advance

The Directors may if they think fit receive from any member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance, become payable) the Company may pay interest at such rate as the member paying such sum and the Directors may agree.

Forfeiture and Lien

18 Notice on failure to pay a call

• 18.1 If a member fails to pay in full any call or instalment of a call on or before the due date for payment thereof, the Directors may at any time thereafter serve on him a notice in writing requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued thereon and any expenses incurred by the Company by reason of such non-payment.
• 18.2 The notice shall name a further day (not being less than seven days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call has been made will be liable to be forfeited.

19 Forfeiture for non-compliance

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.

20 Disposal of forfeited shares

A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.

21 Holder to remain liable despite forfeiture

A person whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares. He shall, in the case of shares held in certificated form, surrender to the Company for cancellation the certificate for such shares. He shall nevertheless remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares with interest thereon at 15 per cent per annum (or such lower rate as the Directors may determine) from the date of forfeiture or surrender until payment. The Directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal. The Directors may also waive payment in whole or in part.

22 Lien on partly-paid shares

The Company shall have a first and paramount lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share and the Directors 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 22.

23 Sale of shares subject to lien

The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing demanding payment of the sum presently payable and giving notice of intention to sell the share in default of payment shall have been given to the holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy or otherwise by operation of law.

24 Proceeds of sale of shares subject to lien

The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the amount in respect whereof the lien exists so far as the same is then payable and any residue shall, upon surrender (in the case of shares held in certificated form) to the Company for cancellation of the certificate for the shares sold and subject to a like lien for sums not presently payable as existed upon the shares prior to the sale, be paid to the person entitled to the shares at the time of the sale. For the purpose of giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.

25 Evidence of forfeiture

A statutory declaration that the declarant is a Director or the Secretary and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration shall (subject to the relevant share transfer being made, if the same be required) constitute a good title to the share. The person to whom the share is sold, re-allotted or disposed of shall not be bound to see to the application of the consideration (if any). The title of such person to the share shall not be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or disposal of the share.

Variation of Rights

26 Manner of variation of rights

• 26.1 Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Statutes, be varied or abrogated:
• (a) with the consent in writing of the holders of three-quarters in nominal value of the issued shares of the class; or

• (b) with the sanction of a Special Resolution passed at a separate meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up.

• 26.2 To every such separate meeting all the provisions of these Articles relating to General Meetings and to the proceedings thereat shall mutatis mutandis apply, except that:

• (a) the necessary quorum at such separate meeting shall be two persons at least holding or representing by proxy not less than one-third in nominal value of the issued shares of the class;
• (b) at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum;
• (c) any holder of shares of the class present in person or by proxy may demand a poll; and
• (d) every such holder shall on a poll have one vote for every share of the class held by him.
• 26.3 The foregoing provisions of this Article 26 shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.

27 Matters not constituting variation of rights

The special rights attached to any class of shares having preferential rights shall not, unless otherwise expressly provided by the terms of issue thereof, be deemed to be varied by:

• (a) the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto; or
• (b) the purchase or redemption by the Company of any of its own shares.

Transfer of Shares

28 Form of transfer

• 28.1 All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors and may be under hand only. The instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register in respect thereof. All instruments of transfer which are registered may be retained by the Company.
• 28.2 All transfers of shares which are in uncertificated form shall, unless the CREST Regulations otherwise provide, be effected by means of a relevant system.

29 Balance certificate

Where some only of the shares contained in a share certificate are transferred, the old certificate shall be cancelled and, to the extent that the balance is to be held in certificated form, a new certificate for the balance of such shares issued in lieu without charge.

30 Right to refuse registration

• 30.1 The Directors may decline to recognise any instrument of transfer relating to shares in certificated form unless:
• (a) it is in respect of only one class of share;
• (b) it is lodged (duly stamped if required) at the Transfer Office accompanied by the relevant share certificate(s); and
• (c) when lodged it is accompanied by such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer or, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do.

In the case of a transfer of shares in certificated form by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange the lodgement of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.

• 30.2 The Directors may, in the case of shares in certificated form, in their absolute discretion refuse to register any transfer of shares (not being fully-paid shares) provided that, where any such shares are admitted to the Official List, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.
• 30.3 The Directors may also refuse to register an allotment or transfer of shares (whether fullypaid or not) in favour of more than four persons jointly.
• 30.4 If the Directors refuse to register an allotment or transfer of shares, they shall as soon as practicable and in any event within two months after the date on which:
• (a) the letter of allotment or instrument of transfer was lodged with the Company (in the case of shares held in certificated form); or
• (b) the Operator-instruction was received by the Company (in the case of shares held in uncertificated form),

send to the allottee or transferee notice in writing of the refusal, giving reasons for the refusal.

31 No fee on registration

No fee will be charged by the Company in respect of the registration of any transfer or other document relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.

32 Branch Register

Subject to and to the extent permitted by the Statutes, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory a branch register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any such register.

33 Further provisions for shares in uncertificated form

• 33.1 Subject to the Statutes and the rules (as defined in the CREST Regulations), and apart from any class of wholly dematerialised security, the Directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of a relevant system or that shares of any class should cease to be held and transferred as aforesaid.
• 33.2 The provisions of these Articles shall not apply to shares of any class which are in uncertificated form to the extent that such Articles are inconsistent with:
• (a) the holding of shares of that class in uncertificated form;
• (b) the transfer of title to shares of that class by means of a relevant system; or
• (c) any provision of the CREST Regulations.

Transmission of Shares

34 Persons entitled on death

In case of the death of a member, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article 34 shall release the estate of a deceased member (whether sole or joint) from any liability in respect of any share held by him.

35 Election by persons entitled by transmission

• 35.1 A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may (subject as hereinafter provided) upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share either be registered himself as holder of the share upon giving to the Company notice in writing to that effect or transfer such share to some other person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the notice or transfer were a transfer made by the member registered as the holder of any such share.
• 35.2 The Company may give notice requiring a person entitled to a share to make the election referred to in Article 35.1. If such notice is not complied with within one year of being sent, the Company may register that person as the holder of that share.

36 Rights of persons entitled by transmission

Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to shareholders' meetings until he shall have been registered as a member in respect of the share.

37 Prior notices binding

If a notice is given to a member in respect of a share, a person entitled to that share is bound by the notice if it was given to the member before the name of the person entitled was entered into the Register.

Untraced Shareholders

38 Untraced Shareholders

• 38.1 The Company is entitled to sell the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law (for the purposes of this Article 38, the "relevant holder"), if and provided that:
• (a) during the period of six years before the sending of the notice referred to in Article 38.1(b) below at least three dividends in respect of the shares have become payable and no dividend in respect of those shares has been claimed;
• (b) following the expiry of the six-year period referred to in Article 38.1(a), the Company has sent a notice:
  • (i) in hard copy form to the last known physical address that the Company has for the relevant holder; or
  • (ii) in electronic form to the last known email address that the Company has for the relevant holder,

stating the Company's intention to sell the relevant shares. Before sending such notice, the Company must have used reasonable efforts to trace the relevant holder, engaging if the Company considers appropriate (in its sole discretion) a professional asset reunification company or other tracing agent; and

• (c) during the period of three months following the Company sending the notice referred to in Article 38.1(b) the Company has not received any communication from the relevant holder.
• 38.2 The Company is also entitled to sell any additional shares in the Company held by a relevant holder under Article 38.1 that were issued by the Company during the six-year period referred to in Article 38.1(a), if and provided that:
• (a) the criteria in Articles 38.1(b) and 38.1(c) are satisfied in relation to the additional shares (but as if the words "following the expiry of the six-year period" were omitted from Article 38.1(b)); and
• (b) no dividend on such additional shares has been cashed or claimed by the relevant holder.
• 38.3 For the purpose of giving effect to any such sale the Directors may authorise any person to transfer the shares sold to the purchaser or its nominee and such transfer shall be as effective as if it had been carried out by the relevant holder and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto.

38.4 The net proceeds of such sale (after payment of the costs of the sale) shall be forfeited by the relevant holder and shall belong to the Company. The Company shall not be liable in any respect, nor be required to account to such relevant holder or other person previously entitled as aforesaid for an amount equal to such proceeds. The Company shall be entitled to use or invest the net proceeds of such sale, for the Company's benefit in any manner that the Directors may from time to time think fit.

Change of Control

39 Controllers

If any person (to the knowledge of the Directors) becomes or is deemed in accordance with Articles 41 and 43 to be a Controller, the Directors shall be entitled, but shall not be obliged, to serve a written notice (a "Disposal Notice") on all those who (to the knowledge of the Directors) have interests in, and, if different, on the holder or holders of, the Specified Shares. The Disposal Notice shall refer to the voting restrictions as set out in Article 44 and shall call for a Mandated Disposal to be made and shall state the number of Excess Shares in respect of which the Mandated Disposal is to be made and shall call for reasonable evidence that such Mandated Disposal shall have been effected to be supplied to the Company within 21 days from the date of such notice or such other period as the Directors may consider reasonable and which they may extend. The Directors shall withdraw a Disposal Notice served under this Article (whether before or after the expiration of the period referred to) if it appears to them that there is no Controller in relation to the shares concerned.

40 Mandated Disposal

• 40.1 If a Disposal Notice served under Article 39 is not complied with to the satisfaction of the Directors and has not been withdrawn, the Directors shall, so far as they are able, make a Mandated Disposal on behalf of the persons concerned at the best price reasonably obtainable in all the circumstances and shall give written notice of such disposal to those persons on whom the Disposal Notice was served. Except as hereinafter provided such a Mandated Disposal shall be completed as soon as reasonably practicable after expiry of the Disposal Notice as may in the opinion of the Directors be consistent with obtaining the best price reasonably obtainable and in any event within 30 days of expiry of such notice provided that a Mandated Disposal may be suspended by the Directors during the period when dealings by the Directors in the shares are not permitted either by law or by Regulations of The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited but any Mandated Disposal suspended as aforesaid shall be completed within 30 days after expiry of the period of such suspension and provided further that neither the Company nor the Directors shall be liable to any holder or any person having an interest in any share or any other person for failing to obtain the best price so long as the Directors act in good faith within the period specified above. If on a Mandated Disposal being made by the Directors, Specified Shares are held by more than one holder (treating joint holders of any relevant shares as a single holder) the proportion of the Specified Shares held by each holder which the Directors cause to be sold shall be in the discretion of the Directors and need not be pro rata amongst the holders.
• 40.2 For the purpose of effecting any Mandated Disposal, the Directors may authorise in writing an officer or employee of the Company to execute any necessary transfer on behalf of any holder and may issue a new certificate to the purchaser. The net proceeds of such disposal

shall be received by the Company, whose receipt shall be good discharge for the purchase money, and shall be paid (without any interest being payable thereon) to the former holder upon surrender by him of the certificate in respect of the shares sold and formerly held by him.

41 Directors to determine whether Controller

The Directors may assume without enquiry that a person is not a Controller. The Directors may determine that any person is a Controller if there are reasonable grounds for believing that that person is a Controller (notwithstanding that the Company has not been supplied with a declaration or other evidence establishing to its satisfaction that such person is or may become a Controller) until such time as they are satisfied that such is not the case. Except as otherwise expressly provided, the Directors shall not be required to give any reason for any action taken or not taken or any decision or determination made by them pursuant to Articles 39 to 44 inclusive.

42 Initial negative determination by Directors

Unless and until a Disposal Notice is served on a person in accordance with Article 39, the exercise by that person of any right attaching to any share in which he is interested shall not be challenged or invalidated by any subsequent determination by the Directors that such person is a Controller.

43 Service of Notices

The Directors shall not be obliged to serve any Disposal Notice under Article 39 upon any person if they do not know his identity or his address and the absence of service of such a notice in such circumstances as aforesaid and any accidental error in, or failure to give, any notice to any person upon whom notice is required to be served under the foregoing Articles shall not prevent the implementation of or invalidate any procedure thereunder. Any notice to be served under Articles 39 to 40 inclusive upon a person who is not a member shall be deemed validly served if sent through the post to that person at the address, if any, at which the Directors believe him to be resident or carrying on business. Any such notice shall be deemed served on the day following any day on which it was put in the post and in proving service, it shall be sufficient to prove that the notice was properly addressed, stamped and put in the post. Any determination of the Directors under the provisions of Articles 39 to 43 inclusive shall be final and conclusive, but without prejudice to the power of the Directors subsequently to vary or revoke such determination.

44 Suspension of voting rights where Disposal Notice served

Where a Disposal Notice has been served under Article 39 the holder or holders of the Specified Shares shall not in respect of the number of Excess Shares held by each of them be entitled with effect from the date of service of such notice to receive notice of, or to attend or vote at, any general meeting of the Company or any meeting of the holders of shares of the relevant class.

General Meetings

45 Annual General Meetings

An Annual General Meeting shall be held in each period of 6 months beginning with the day following the Company's accounting reference date, at such place, date and time as may be determined by the Directors.

46 Postponement or cancellation of General Meetings

46.1 The Directors may resolve to postpone or cancel any General Meeting or move the place or places (including, for a combined physical and electronic General Meeting, electronic platform) of such meeting before the time at which it is to be held, except where the postponement or cancellation or move would be contrary to the Legislation. The Directors may give notice of a postponement or cancellation or move as they think fit but any failure to give notice of a postponement or cancellation or move does not invalidate the postponement or cancellation or move or any resolution passed at a postponed or moved meeting. Notice of the business of a postponed or moved meeting does not need to be given again. If a meeting is postponed or moved, the appointment of a proxy for that meeting is valid if it is done in accordance with these Articles and received not less than 48 hours before the commencement of the postponed or moved meeting to which it relates. The Directors may also postpone or cancel or move a postponed or moved meeting under this Article.

47 Convening of General Meetings

The Directors may whenever they think fit, and shall on requisition in accordance with the Statutes, proceed to convene a General Meeting.

Notice of General Meetings

48 Notice of General Meetings

• 48.1 Notice shall be given to all members other than such as are not under the provisions of these Articles entitled to receive such notices from the Company. The Company may determine that only those persons entered on the Register at the close of business on a day determined by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice. If a member is added to the Register after the day determined by the Company under this Article, this shall not invalidate the service of the notice, nor entitle such member to receive notice of the meeting.
• 48.2 For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company must specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. The Directors may at their discretion resolve that, in calculating such period, no account shall be taken of any part of any day that is not a working day (within the meaning of Section 1173 of the Companies Act 2006).

49 Contents of notice of General Meetings

• 49.1 Every notice calling a General Meeting shall specify the place and (if applicable for a combined physical and electronic General Meeting) electronic platform, day and time of the meeting.
• 49.2 There shall appear with reasonable prominence in every such notice a statement that:
• (a) a member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote; and
• (b) that a proxy need not be a member of the Company.
• 49.3 The notice shall specify the general nature of the business to be transacted at the meeting; and if any resolution is to be proposed as a Special Resolution, the notice shall contain a statement to that effect.
• 49.4 In the case of an Annual General Meeting, the notice shall also specify the meeting as such.

Proceedings at General Meetings

50 Chair

At any General Meeting the Chair of the Directors, failing whom a Deputy Chair, failing whom any Director present and willing to act and, if more than one, chosen by the Directors present at the meeting, shall preside as chair. If no Director is present within five minutes after the time appointed for holding the meeting and willing to act as chair, a member may be elected to be the chair by a resolution of the Company passed at the meeting.

51 Quorum

No business other than the appointment of a chair shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Two members present at the General Meeting or represented or by proxy and entitled to vote shall be a quorum for all purposes.

52 Lack of quorum

If within five minutes from the time appointed for a General Meeting (or such longer interval as the chair of the meeting may think fit to allow) a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day, time and place or places (including, for a combined physical and electronic General Meeting, electronic platform) as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chair of the meeting may determine but in all cases not less than ten clear days after the original meeting.

53 Adjournment

The chair of any General Meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die) and from place(s) to place(s), but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. Where a meeting is adjourned sine die, the time and place or places and (if applicable for a combined physical and electronic General Meeting) electronic platform for the adjourned meeting shall be fixed by the Directors.

54 Notice of adjourned meeting

When a General Meeting is adjourned for 30 days or more or sine die, not less than seven days' notice of the adjourned meeting shall be given in accordance, mutatis mutandis, with Articles 48 and 49. Otherwise it shall not be necessary to give any such notice.

55 Amendments to resolutions

If an amendment shall be proposed to any resolution under consideration at a General Meeting but shall in good faith be ruled out of order by the chair of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution at a General Meeting, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

56 Security arrangements and orderly conduct

• 56.1 The Directors may put in place such arrangements or restrictions as they think fit to ensure the safety and security of the attendees at a General Meeting and the orderly conduct of the meeting, including requiring attendees attending physically to submit to searches and/or health and safety restrictions.
• 56.2 The Directors may refuse entry to, or remove from, a General Meeting any member, proxy or other person who fails to comply with such arrangements or restrictions.
• 56.3 The Chair of a General Meeting may take such action as the Chair thinks fit to maintain the proper and orderly conduct of the meeting.

57 Satellite meeting places

• 57.1 To facilitate the organisation and administration of any General Meeting, the Directors may decide that the meeting shall be held at two or more physical locations.
• 57.2 For the purposes of these Articles, any General Meeting taking place at two or more locations shall be treated as taking place where the Chair of the meeting presides (the "principal meeting place") and any other location where that meeting takes place is referred to in these Articles as a "satellite meeting".
• 57.3 A member present in person or by proxy at a satellite meeting may be counted in the quorum and may exercise all rights that they would have been able to exercise if they were present at the principal meeting place.
• 57.4 The Directors may make and change from time to time such arrangements as they shall in their absolute discretion consider appropriate to:
• (a) ensure that all members and proxies for members wishing to attend the meeting can do so;

• (b) ensure that all persons attending the meeting are able to participate in the business of the meeting;

• (c) ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and

• (d) restrict the number of members and proxies at any one location to such number as can safely and conveniently be accommodated there.
• 57.5 The entitlement of any member or proxy to attend a satellite meeting shall be subject to any such arrangements then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting.
• 57.6 If there is a failure of communication equipment or any other failure in the arrangements for participation in the meeting at more than one place, the Chair may adjourn the meeting in accordance with Article 53. Such an adjournment will not affect the validity of such meeting, or any business conducted at such meeting up to the point of adjournment, or any action taken pursuant to such meeting.
• 57.7 A person (a "satellite chair") appointed by the Directors shall preside at each satellite meeting. Every satellite chair shall carry out all requests made of the satellite chair by the Chair of the General Meeting, may take such action as the satellite chair thinks necessary to maintain the proper and orderly conduct of the satellite meeting and shall have all powers necessary or desirable for such purposes.

58 Combined physical and electronic General Meetings

• 58.1 Without prejudice to Article 57, the Directors may decide to hold a General Meeting as a combined physical and electronic General Meeting and, in such case, shall provide details of the means for members to attend and participate in the meeting, including the physical place or places of meeting and the electronic platforms to be used.
• 58.2 The Directors and the chair of a combined physical and electronic General Meeting may make any arrangement and impose any requirement or restriction as is:
• (a) necessary to ensure the identification of those taking part and the security of the electronic communication; and
• (b) proportionate to achieving these objectives.
• 58.3 All resolutions put to members at a combined physical and electronic General Meeting shall be voted on by a poll in accordance with Articles 60, 61 62 and 63.
• 58.4 Persons seeking to attend or participate in a combined physical and electronic General Meeting via an electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, systems, equipment and connectivity) which are necessary to enable them to attend or participate in such General Meeting. Any failure of such facilities will not affect the validity of such General Meeting or any business conducted at such General Meeting or any action taken pursuant to such General Meeting.

59 Attendance at and participation in General Meetings

59.1 In determining whether persons are attending or participating in a General Meeting, it is immaterial whether any two or more persons attending it are in the same place as each other or how they are able to communicate with each other.

• 59.2 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 or vote at that meeting, they are (or would be) able to exercise them.
• 59.3 The Directors may make whatever arrangements they consider appropriate to enable those attending a General Meeting to exercise their rights to speak or vote at it.
• 59.4 A person is able to exercise the right to speak at a General Meeting when that person is in a position to communicate, during the meeting, information and opinions which that person has on the business of the meeting.
• 59.5 A person is able to exercise the right to vote at a General Meeting when,
• (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
• (b) 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.

Polls

60 Method of voting and demand for poll

• 60.1 At any General Meeting which is held only as a physical General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before the resolution is put to the vote on a show of hands, or on the declaration of the result of, the show of hands) demanded by:
• (a) the chair of the meeting; or
• (b) not less than five members present in person or by proxy and entitled to vote; or
• (c) a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
• (d) a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
• 60.2 A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chair. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
• 60.3 At a General Meeting which is held as a combined physical and electronic General Meeting, a resolution put to the vote of the meeting shall be decided on a poll, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates.

61 Procedure on a poll

A poll shall be taken in such manner (including by use of ballot or voting papers or electronic means, or any combination thereof) as the chair of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chair of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.

62 Voting on a poll

On a poll, votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

63 Timing of poll

A poll demanded on the choice of a chair or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the chair may direct. No notice need be given of a poll not taken immediately. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

Votes of Members

64 Votes attaching to shares

Subject to Article 48.2 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares:

• (a) on a show of hands every member who is present in person and, subject to Article 64(b), every proxy present who has been duly appointed by a member entitled to vote on the resolution shall have one vote;
• (b) on a show of hands, a proxy has one vote for and one vote against the resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution, and the proxy has been instructed:
• (a) by one or more of those members to vote for the resolution and by one or more of those other members to vote against it; or
• (b) by one or more of those members to vote either for or against the resolution and by one or more of those other members to use his discretion as to how to vote; and
• (c) on a poll every member who is present in person or by proxy shall have one vote for every share of which he is the holder.

65 Votes of joint holders

In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the share.

66 Restriction on voting in particular circumstances

• 66.1 No member shall, unless the Directors otherwise determine, be entitled in respect of any share held by him to vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings if any call or other sum presently payable by him to the Company in respect of that share remains unpaid.
• 66.2 If any member, or any other person appearing to be interested in shares (within the meaning of Part 22 of the Companies Act 2006) held by such member, has been duly served with a notice under Section 793 of the Companies Act 2006 and is in default for a period of 14 days in supplying to the Company the information thereby required, then (unless the Directors otherwise determine) in respect of:
• (a) the shares comprising the shareholding account in the Register which comprises or includes the shares in relation to which the default occurred (all or the relevant number as appropriate of such shares being the "default shares", which expression shall include any further shares which are issued in respect of such shares); and
• (b) any other shares held by the member,

the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred (other than pursuant to an approved transfer or pursuant to Article 66.3(b) below) be entitled to attend or vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings.

• 66.3 Where the default shares represent 0.25 per cent or more of the issued shares of the class in question, the Directors may in their absolute discretion by notice in writing (a "direction notice") to such member direct that:
• (a) any dividend or part thereof or other money which would otherwise be payable in respect of the default shares shall be retained by the Company without any liability to pay interest thereon when such dividend or other money is finally paid to the member and the member shall not be entitled to elect to receive shares in lieu of dividend; and/or
• (b) no transfer of any of the shares held by such member shall be registered unless the transfer is an approved transfer or:
  • (i) the member is not himself in default as regards supplying the information required; and
  • (ii) the transfer is of part only of the member's holding and, when presented for registration, is accompanied by a certificate signed by the member in a form satisfactory to the Directors to the effect that after due and careful enquiry the member is satisfied that none of the shares the subject of the transfer are default shares,

provided that, in the case of shares in uncertificated form, the Directors may only exercise their discretion not to register a transfer if permitted to do so by the CREST Regulations.

Any direction notice may treat shares of a member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former and the latter.

Upon the giving of a direction notice its terms shall apply accordingly.

• 66.4 The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.
• 66.5 Save as herein provided, any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued continues and shall cease to have effect thereafter upon the Directors so determining (such determination to be made within a period of one week of the default being duly remedied, with notice in writing thereof being given to the member forthwith).
• 66.6 Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with Article 66.3(b) above.
• 66.7 For the purposes of this Article 66:
• (a) a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a notice under the said Section 793 of the Companies Acts 2006 and either (i) the member has named such person as being so interested or (ii) (after taking into account the response of the member to the said notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and
• (b) a transfer of shares is an "approved transfer" if:
  • (i) it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (as defined in Section 974 of the Companies Act 2006); or
  • (ii) the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the member or with any person appearing to be interested in such shares, including any such sale made through a recognised investment exchange or through a stock exchange outside the United Kingdom on which the Company's shares are normally traded. For the purposes of this Article 66.7(b)(ii), any associate (as that term is defined in Section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the member or any person appearing to be interested in such shares.
• 66.8 The provisions of this Article 66 are in addition and without prejudice to the provisions of the Companies Acts.

67 Validity and result of vote

• 67.1 No objection shall be raised as to the qualification of any voter or the admissibility of any vote except at the meeting or adjourned meeting at which the vote is tendered. Every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chair of the meeting, whose decision shall be final and conclusive.

• 67.2 On a vote on a resolution at a meeting on a show of hands, a declaration by the Chair that the resolution:

• (a) has or has not been passed; or

• (b) passed with a particular majority,

is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. An entry in respect of such a declaration in minutes of the meeting recorded in accordance with the Companies Acts is also conclusive evidence of that fact without such proof. This Article does not have effect if a poll is demanded in respect of the resolution (and the demand is not subsequently withdrawn).

Proxies and Corporate Representatives

68 Appointment of proxies

A member is entitled to appoint a proxy or (subject to Article 69) proxies to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. A proxy need not be a member of the Company.

69 Multiple Proxies

• 69.1 A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him.
• 69.2 Where a member appoints more than one proxy, each such appointment shall state the whole number of shares in respect of which each proxy is to be appointed.
• 69.3 An appointment of a proxy that fails to do so shall be treated as invalid.

70 Form of proxy

The appointment of a proxy must be in writing in any usual or common form or in any other form which the Directors may approve and:

• (a) in the case of an individual must either be signed by the appointor or his attorney or authenticated in accordance with Article 134; and
• (b) in the case of a corporation must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation or authenticated in accordance with Article 134.

Any signature on or authentication of such appointment need not be witnessed. Where appointment of a proxy is signed or authenticated in accordance with Article 134 on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Directors must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.

71 Deposit of form of proxy

71.1 The appointment of a proxy (together with any supporting documentation required under Article 70 must be received at the address or one of the addresses (if any), or in the case of appointments made using a website, at such website, specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no address is so specified, at the Transfer Office):

• (a) in the case of a meeting or adjourned meeting, not less than 48 hours before the commencement of the meeting or adjourned meeting to which it relates;
• (b) in the case of the poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after the poll was demanded, not less than 48 hours before the commencement of the meeting or adjourned meeting at which the poll was demanded; and
• (c) in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll,

and in default shall not be treated as valid.

• 71.2 The Directors may at their discretion determine that, in calculating the periods mentioned in Article 71.1, no account shall be taken of any part of any day that is not a working day (within the meaning of Section 1173 of the Companies Act 2006).
• 71.3 Without limiting the foregoing, in relation to any shares in uncertificated form the Directors may permit a proxy to be appointed by electronic means or by means of a website in the form of an Uncertificated Proxy Instruction (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, sent by means of a relevant system to such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system)); and may permit any supplement to, or amendment or revocation of, any such Uncertificated Proxy Instruction to be made by a further Uncertificated Proxy Instruction. The Directors may in addition prescribe the method of determining the time at which any such instruction or notification is to be treated as received by the Company. The Directors may treat any such instruction or notification purporting or expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that holder.
• 71.4 The appointment of a proxy shall, unless the contrary is stated thereon, be as valid for any adjournment of the meeting as it is for the meeting to which it relates. An appointment relating to more than one meeting (including any adjournment of any such meeting) having once been delivered in accordance with this Article 71 for the purposes of any such meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates.

72 Termination of proxy's authority

• 72.1 Neither the death or insanity of a member who has appointed a proxy, nor the revocation or termination by a member of the appointment of a proxy (or of the authority under which the appointment was made), shall invalidate the proxy or the exercise of any of the rights of the proxy thereunder, unless notice of such death, insanity, revocation or termination shall have been received by the Company in accordance with Article 72.2.
• 72.2 Any such notice of death, insanity, revocation or termination must be received at the address or one of the addresses or websites (if any) specified for receipt of proxies in, or by way of note to, or in any document accompanying, the notice convening the meeting to which the

appointment of the proxy relates (or if no address or website is so specified, at the Transfer Office):

• (a) in the case of a meeting or adjourned meeting, not less than one hour before the commencement of the meeting or adjourned meeting to which the proxy appointment relates;
• (b) in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after it was demanded, not less than one hour before the commencement of the meeting or adjourned meeting at which the poll was demanded; or
• (c) in the case of a poll taken more than 48 hours after it was demanded, not less than one hour before the time appointed for the taking of the poll.

73 Corporations acting by representatives

Subject to the Statutes, any corporation which is a member of the Company may by resolution of its directors or other governing body authorise a person or persons to act as its representatives at any shareholders' meeting.

Directors

74 Number of Directors

Subject as hereinafter provided, the Directors shall not be less than two nor more than fifteen in number. The Company may by Ordinary Resolution from time to time vary the minimum number and/or maximum number of Directors.

75 Share qualification

A Director shall not be required to hold any shares of the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at shareholders' meetings.

76 Directors' fees

• 76.1 The ordinary remuneration of the Directors shall from time to time be determined by the Directors except that such remuneration in relation to Directors that do not hold executive office (excluding for this purpose the office of Chair or Deputy Chair, whether or not such office is held in an executive capacity) shall not exceed £1,250,000 per annum in aggregate or such higher amount as may from time to time be determined by Ordinary Resolution of the Company.
• 76.2 Such ordinary remuneration shall (unless otherwise provided by Ordinary Resolution) be divisible among the Directors as they may agree, or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office.

77 Other remuneration of Directors

Any Director who holds any executive office (including for this purpose the office of Chair or Deputy Chair, whether or not such office is held in an executive capacity), or who serves on any committee of the Directors, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Directors may determine.

78 Directors' expenses

The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors or of any committee of the Directors or shareholders' meetings or otherwise in connection with the business of the Company.

79 Directors' pensions and other benefits

The Directors shall have power to pay and agree to pay gratuities, pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any Director or ex-Director and, for the purpose of providing any such gratuities, pensions or other benefits, to contribute to any scheme or fund or to pay premiums.

Executive Directors

80 Appointment of executive Directors

• 80.1 The Directors may from time to time appoint one or more of their body to be the holder of any executive office (including, where considered appropriate, the office of Chair or Deputy Chair) on such terms and for such period as they may (subject to the provisions of the Statutes) determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke or vary the terms of any such appointment.
• 80.2 The appointment of any Director to the office of Chair or Deputy Chair or Managing or Joint Managing or Deputy or Assistant Managing Director shall automatically determine if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.
• 80.3 The appointment of any Director to any other executive office shall not automatically determine if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

81 Powers of executive Directors

The Directors may entrust to and confer upon any Director holding any executive office any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

Appointment and Retirement of Directors

82 Retirement at Annual General Meetings

• 82.1 Each Director shall retire at the Annual General Meeting held in the third calendar year following the year in which he was elected or last re-elected but, unless he falls within Article 82.2 below, he shall be eligible for re-election.
• 82.2 A Director shall also retire at any Annual General Meeting if he has agreed to do so (whether in accordance with the terms of his appointment or otherwise) and, unless the Directors have agreed otherwise, he shall not be eligible for re-election.

83 Re-election of retiring Director

The Company at the meeting at which a Director retires under any provision of these Articles may by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director (if eligible for re-election) or some other person eligible for election. In the absence of such a resolution the retiring Director shall nevertheless be deemed to have been reelected except in any of the following cases:

• (a) where at such meeting a resolution for the re-election of such Director is put to the meeting and lost, or it is expressly resolved not to fill the office being vacated;
• (b) where such Director is ineligible for re-election or has given notice in writing to the Company that he is unwilling to be re-elected; or
• (c) where a resolution to elect such Director is void by reason of contravention of Article 84.

The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.

84 Election of two or more Directors

A resolution for the election of two or more persons as Directors by a single resolution shall not be moved at any General Meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it. Any resolution moved in contravention of this provision shall be void.

85 Election or appointment of additional Director

The Company may by Ordinary Resolution elect, and without prejudice thereto the Directors shall have power at any time to appoint, any person to be a Director either to fill a casual vacancy or as an additional Director, but so that the total number of Directors shall not thereby exceed the maximum number (if any) fixed by or in accordance with these Articles. Any person so appointed by the Directors shall retire at the next Annual General Meeting and shall then be eligible for election.

86 Vacation of office

The office of a Director shall be vacated in any of the following events, namely:

• (a) if he shall become prohibited by law from acting as a Director;
• (b) if he shall resign by writing under his hand left at the Office or if he shall in writing offer to resign and the Directors shall resolve to accept such offer;
• (c) if he shall have a bankruptcy order made against him or shall compound with his creditors generally or shall apply to the court for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
• (d) if in England or elsewhere an order shall be made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs;
• (e) if he shall be absent from meetings of the Directors for six months without leave and the Directors shall resolve that his office be vacated; or
• (f) if a notice in writing is served upon him, signed by not less than three-quarters of the Directors for the time being, to the effect that his office as Director shall on receipt (or deemed receipt) of such notice ipso facto be vacated, but so that if he holds an appointment to an executive office which thereby automatically determines, such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Company.

87 Removal of Director

The Company may in accordance with and subject to the provisions of the Statutes by Ordinary Resolution of which special notice has been given remove any Director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages for breach of any such agreement) and elect another person in place of a Director so removed from office.

Meetings and Proceedings of Directors

88 Convening of meetings of Directors

• 88.1 Subject to the provisions of these Articles, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their proceedings as they think fit. At any time any Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retroactive.
• 88.2 The Directors shall be deemed to meet together if, being in separate locations, they are nonetheless linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other, and a quorum in that event shall be two Directors so linked. Such a meeting shall be deemed to take place where the largest group of Directors participating is assembled or, if there is no such group, where the chair of the meeting then is.

89 Quorum

The quorum necessary for the transaction of business of the Directors may be fixed from time to time by the Directors and unless so fixed at any other number shall be two. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

90 Chair

• 90.1 The Directors may elect from their number a Chair and a Deputy Chair (or two or more Deputy Chairmen) and determine the period for which each is to hold office. If no Chair or Deputy Chair shall have been appointed or if at any meeting of the Directors no Chair or Deputy Chair shall be present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chair of the meeting.
• 90.2 If at any time there is more than one Deputy Chair the right in the absence of the Chair to preside at a meeting of the Directors or of the Company shall be determined as between the Deputy Chairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.

91 Casting vote

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

92 Number of Directors below minimum

The continuing Directors may act notwithstanding any vacancies, but if and so long as the number of Directors is reduced below the minimum number (if any) fixed by or in accordance with these Articles, the continuing Directors or Director may act for the purpose of filling such vacancies or of summoning General Meetings, but not for any other purpose. If there be no Directors or Director able or willing to act, then any two members may summon a General Meeting for the purpose of appointing Directors.

93 Directors' written resolutions

• 93.1 A Directors' written resolution is adopted when all the Directors entitled to vote on such resolution have:
• (a) signed one or more copies of it; or
• (b) otherwise indicated their agreement to it in writing.
• 93.2 It is immaterial whether any Director signs the resolution before or after the time by which the notice proposed that it should be adopted.
• 93.3 A Directors' written resolution is not adopted if the number of Directors who have signed it is less than the quorum for Directors' meetings.
• 93.4 Once a Directors' written resolution has been adopted, it must be treated as if it had been a decision taken at a Directors' meeting in accordance with the Articles.

94 Validity of proceedings

All acts done by any meeting of Directors, or of any committee or sub-committee of the Directors, or by any person acting as a Director or as a member of any such committee or sub-committee, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any Director of any of the persons acting as aforesaid, or that any such persons were disqualified or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of the committee or sub-committee and had been entitled to vote.

Directors' Interests

95 Authorisation of Directors' interests

• 95.1 For the purposes of Section 175 of the Companies Act 2006, the Directors shall have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director under that Section to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.
• 95.2 Authorisation of a matter under this Article shall be effective only if:
• 95.2.1 the matter in question shall have been proposed in writing for consideration at a meeting of the Directors, in accordance with the Board's normal procedures or in such other manner as the Directors may determine;
• 95.2.2 any requirement as to the quorum at the meeting of the Directors at which the matter is considered is met without counting the Director in question and any other interested Director (together the "Interested Directors"); and
• 95.2.3 the matter was agreed to without the Interested Directors voting or would have been agreed to if the votes of the Interested Directors had not been counted.
• 95.3 Any authorisation of a matter under this Article may:
• (a) extend to any actual or potential conflict of interest which may arise out of the matter so authorised;
• (b) be subject to such conditions or limitations as the Directors may determine, whether at the time such authorisation is given or subsequently;
• (c) be terminated by the Directors at any time;

and a Director shall comply with any obligations imposed on him by the Directors pursuant to any such authorisation.

• 95.4 A Director shall not, save as otherwise agreed by him, be accountable to the Company for any benefit which he (or a person connected with him) derives from any matter authorised by the Directors under this Article and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.
• 95.5 This Article does not apply to a conflict of interest arising in relation to a transaction or arrangement with the Company.

96 Permitted Interests

• 96.1 Subject to compliance with Article 96.2, a Director, notwithstanding his office, may have an interest of the following kind:
• (a) where a Director (or a person connected with him) is a director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in any Relevant Company;
• (b) where a Director (or a person connected with him) is a party to, or otherwise interested in, any contract, transaction or arrangement with a Relevant Company, or in which the Company is otherwise interested;
• (c) where the Director (or a person connected with him) acts (or any firm of which he is a partner, employee or member acts) in a professional capacity for any Relevant Company (other than as Auditor) whether or not he or it is remunerated therefor;
• (d) where a Director is or becomes a director of any other company in which the Company does not have an interest if that cannot reasonably be regarded as likely to give rise to a conflict of interest at the time of his appointment as director of that other Company;
• (e) an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
• (f) an interest, or a transaction or arrangement giving rise to an interest, of which the Director is not aware; or
• (g) any other interest authorised by Ordinary Resolution.

No authorisation under Article 95 shall be necessary in respect of any such interest.

• 96.2 A Director shall declare the nature and extent of any interest permitted under Article 96.1, and not falling with Article 96.3, at a meeting of the Directors or in such other manner as the Directors may determine.
• 96.3 No declaration of an interest shall be required by a Director in relation to an interest:
• (a) falling within paragraph (e) or (f) of Article 96.1;
• (b) if, or to the extent that, the other Directors are already aware of such interest (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware); or
• (c) if, or to the extent that, it concerns the terms of his service contract (as defined in Section 227 of the Companies Act 2006) that have been or are to be considered by a meeting of the Directors, or by a committee of Directors appointed for the purpose under these Articles.
• 96.4 A Director shall not, save as otherwise agreed by him, be accountable to the Company for any benefit which he (or a person connected with him) derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any Relevant Company or for such remuneration, each as referred to in Article 96.1, and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.

• 96.5 For the purposes of this Article, "Relevant Company" shall mean:

• (a) the Company;

• (b) a subsidiary undertaking of the Company;
• (c) any holding company of the Company or a subsidiary undertaking of any such holding company;
• (d) any body corporate promoted by the Company; or
• (e) any body corporate in which the Company is otherwise interested.

97 Restrictions on quorum and voting

• 97.1 Save as provided in this Article, and whether or not the interest is one which is authorised pursuant to Article 95 or permitted under Article 96, a Director shall not be entitled to vote on any resolution in respect of any contract, transaction or arrangement, or any other proposal, in which he (or a person connected with him) is interested. Any vote of a Director in respect of a matter where he is not entitled to vote shall be disregarded.
• 97.2 A Director shall not be counted in the quorum at a meeting of the Directors in relation to any resolution on which he is not entitled to vote.
• 97.3 Subject to the provisions of the Statutes, a Director shall (in the absence of some other interest than is set out below) be entitled to vote, and be counted in the quorum, in respect of any resolution concerning any contacts, transaction or arrangements, or any other proposal:
• (a) in which he has an interest of which he is not aware;
• (b) in which he has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
• (c) in which he has an interest only by virtue of interests in shares, debentures or other securities of the Company, or by reason of any other interest in or through the Company;
• (d) which involves the giving of any security, guarantee or indemnity to the Director or any other person in respect of (i) money lent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings or (ii) a debt or other obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
• (e) concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings (i) in which offer he is or may be entitled to participate as a holder of securities or (ii) in the underwriting or sub-underwriting of which he is to participate;

• (f) concerning any other body corporate in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor, employee or otherwise, provided that he (together with persons connected with him) is not the holder of, or beneficially interested in, one per cent or more of the issued equity share capital of any class of such body corporate or of the voting rights available to members of the relevant body corporate;

• (g) relating to an arrangement for the benefit of the employees or former employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;

• (h) concerning the purchase or maintenance by the Company of insurance for any liability for the benefit of Directors or for the benefit of persons who include Directors;
• (i) concerning the giving of indemnities in favour of Directors;
• (j) concerning the funding of expenditure by any Director or Directors on (i) defending criminal, civil or regulatory proceedings or action against him or them, (ii) in connection with an application to the court for relief, or (iii) defending him or them in any regulatory investigations;
• (k) concerning the doing of anything to enable any Director or Directors to avoid incurring expenditure as described in paragraph (j); and
• (l) in respect of which his interest, or the interest of Directors generally, has been authorised by Ordinary Resolution.
• 97.4 Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately. In such case each of the Directors concerned (if not debarred from voting under paragraph (f) of Article 97.3) above) shall be entitled to vote, and be counted in the quorum, in respect of each resolution except that concerning his own appointment or the fixing or variation of the terms thereof.
• 97.5 If a question arises at any time as to whether any interest of a Director prevents him from voting, or being counted in the quorum, under this Article, and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chair of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interest of such Director has not been fairly disclosed. If any such question shall arise in respect of the chair of the meeting, the question shall be decided by resolution of the Directors and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chair of the meeting (so far as it is known to him) has not been fairly disclosed to the Directors.

98 Confidential information

• 98.1 Subject to Article 98.2, if a Director, otherwise than by virtue of his position as Director, receives information in respect of which he owes a duty of confidentiality to a person other than the Company, he shall not be required:
• (a) to disclose such information to the Company or to the Directors, or to any Director, officer or employee of the Company; or
• (b) otherwise use or apply such confidential information for the purpose of or in connection with the performance of his duties as a Director.
• 98.2 Where such duty of confidentiality arises out of a situation in which the Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company, Article 97.1 shall apply only if the conflict arises out of a matter which has been authorised under Article 95 above or falls within Article 96 above.

98.3 This Article is without prejudice to any equitable principle or rule of law which may excuse or release the Director from disclosing information, in circumstances where disclosure may otherwise be required under this Article.

99 Directors' interests - general

• 99.1 For the purposes of Articles 95 to 99:
• (a) an interest of a person who is connected with a Director shall be treated as an interest of the Director; and
• (b) Section 252 of the Companies Act 2006 shall determine whether a person is connected with a Director.
• 99.2 Where a Director has an interest which can reasonably be regarded as likely to give rise to a conflict of interest, the Director may, and shall if so requested by the Directors take such additional steps as may be necessary or desirable for the purpose of managing such conflict of interest, including compliance with any procedures laid down from time to time by the Directors for the purpose of managing conflicts of interest generally and/or any specific procedures approved by the Directors for the purpose of or in connection with the situation or matter in question, including without limitation:
• (a) absenting himself from any meetings of the Directors at which the relevant situation or matter falls to be considered; and
• (b) not reviewing documents or information made available to the Directors generally in relation to such situation or matter and/or arranging for such documents or information to be reviewed by a professional adviser to ascertain the extent to which it might be appropriate for him to have access to such documents or information.
• 99.3 The Company may by Ordinary Resolution ratify any contract, transaction or arrangement, or other proposal, not properly authorised by reason of a contravention of any provisions of Articles 95 to 99.

Committees of the Directors

100 Appointment and constitution of committees

The Directors may delegate any of their powers or discretions (including without prejudice to the generality of the foregoing, all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to committees. Any such committee shall, unless the Directors otherwise resolve, have power to sub-delegate to sub-committees any of the powers or discretions delegated to it. Any such committee or sub-committee shall consist of one or more Directors and (if thought fit) one or more other named person or persons to be co-opted as hereinafter provided. Insofar as any such power or discretion is delegated to a committee or subcommittee, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such committee or sub-committee. Any committee or sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations which may from time to time be imposed by the Directors. Any such regulations may provide for or authorise the co-option to the committee or sub-committee of persons other than Directors and may provide for members who are not Directors to have voting rights as members of the committee or sub-committee but so that (a) the number of members who are not Directors shall be less than one-half of the total number of members of the committee or subcommittee and (b) no resolution of the committee or sub-committee shall be effective unless a majority of the members of the committee or sub-committee present throughout the meeting are Directors.

101 Proceedings of committee meetings

The meetings and proceedings of any such committee or sub-committee consisting of two or more persons shall be governed mutatis mutandis by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are not superseded by any regulations made by the Directors under the last preceding Article.

Alternate Directors

102 Alternate Directors

• 102.1 Any Director may at any time by writing under his hand and deposited at the Office, or delivered at a meeting of the Directors, appoint any person (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment. Such appointment, unless previously approved by the Directors or unless the appointee is another Director, shall have effect only upon and subject to being so approved.
• 102.2 The appointment of an alternate Director shall determine on the happening of any event which if he were a Director would cause him to vacate such office or if his appointor ceases to be a Director, otherwise than by retirement at a General Meeting at which he is re-elected.
• 102.3 An alternate Director shall be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director, his voting rights shall be cumulative but he shall not be counted more than once for the purposes of the quorum. If his appointor is for the time being temporarily unable to act through ill health or disability his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committees of the Directors the foregoing provisions of this Article shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not (save as aforesaid) have power to act as a Director, nor shall he be deemed to be a Director for the purposes of these Articles, nor shall he be deemed to be the agent of his appointor.
• 102.4 An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.

Powers of Directors

103 General powers

The business and affairs of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Statutes or by these Articles required to be exercised by the Company in General Meeting subject nevertheless to any regulations of these Articles, to the provisions of the Statutes and to such regulations as may be prescribed by Special Resolution of the Company, but no regulation so made by the Company shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers given by this Article 103 shall not be limited or restricted by any special authority or power given to the Directors by any other Article.

104 Provision for employees on cessation or transfer of business

The Directors may make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries (other than a Director, former Director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.

105 Local boards

The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate, and may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

106 Appointment of attorney

The Directors may from time to time and at any time appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

107 President

The Directors may from time to time elect a President of the Company and may determine the period for which he shall hold office. Such President may be either honorary or paid such remuneration as the Directors in their discretion shall think fit, and need not be a Director but shall, if not a Director, be entitled to receive notice of and attend and speak, but not to vote, at all meetings of the Board of Directors.

108 Signature on cheques etc.

All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.

Secretary

109 Secretary

The Secretary shall be appointed by the Directors on such terms and for such period as they may think fit. Any Secretary so appointed may at any time be removed from office by the Directors, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. If thought fit two or more persons may be appointed as Joint Secretaries. The Directors may also appoint from time to time on such terms as they may think fit one or more Deputy and/or Assistant Secretaries.

The Seal

110 The Seal

• 110.1 The Directors shall provide for the safe custody of the Seal and any Securities Seal and neither shall be used without the authority of the Directors or of a committee authorised by the Directors in that behalf. The Securities Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued.
• 110.2 Every instrument to which the Seal or the Securities Seal shall be affixed (other than a certificate for or evidencing shares, debentures or other securities (including options) issued by the Company) shall be signed autographically by one Director and the Secretary or by two Directors.
• 110.3 The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad and such powers shall be vested in the Directors.
• 110.4 Any instrument signed by:
• (a) one Director and the Secretary; or
• (b) by two Directors; or
• (c) by a Director in the presence of a witness who attests the signature

and 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.

Authentication of Documents

111 Authentication of documents

Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any document affecting the constitution of the Company and any resolution passed at a shareholders' meeting or at a meeting of the Directors or any committee, and any book, record, document or account relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any book, record, document or account is elsewhere than at the Office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting, which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof 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.

Dividends

112 Final dividends

The Company may by Ordinary Resolution declare dividends but no such dividend shall exceed the amount recommended by the Directors.

113 Fixed and interim dividends

If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time pay interim dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit. Provided the Directors act in good faith they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or pari passu with those shares, of any such fixed or interim dividend as aforesaid.

114 Non-cash distributions

• 114.1 The Company may, by Ordinary Resolution on the recommendation of the Directors, decide to pay or make a dividend or other distribution in whole or in part by transferring non-cash assets or by procuring the receipt by shareholders of non-cash assets (including, without limitation, paid-up shares or other securities of any company) and the Directors shall give effect to such resolution.
• 114.2 Where any difficulty arises in regard to a non-cash distribution, the Directors may make such arrangements as they think fit, including:

• (a) authorising any person to sell or transfer any fractional entitlements (or ignoring any fractional entitlements altogether);

• (b) fixing the value for distribution purposes of any of the assets to be transferred or any part thereof;

• (c) paying cash to any distribution recipient on the basis of the value fixed for the assets in order to secure equality of distribution; and
• (d) vesting any assets in trustees.

115 No dividend except out of profits

No dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes.

116 Ranking of shares for dividend

Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purposes of this Article 116 no amount paid on a share in advance of calls shall be treated as paid on the share.

117 Manner of payment of dividends

• 117.1 Any dividend or other moneys payable on or in respect of a share shall be paid to the member or to such other person as the member (or, in the case of joint holders of a share, all of them) may in writing direct. Such dividend or other moneys may be paid (i) by cheque sent by post to the payee or, where there is more than one payee, to any one of them, or (ii) by inter-bank transfer to such account as the payee or payees shall in writing direct, or (iii) (if so authorised by the holder of shares in uncertificated form) using the facilities of a relevant system (subject to the facilities and requirements of the relevant system), or (iv) by such other method of payment as the member (or, in the case of joint holders of a share, all of them) may agree to. Every such cheque shall be sent at the risk of the person or persons entitled to the money represented thereby, and payment of a cheque by the banker upon whom it is drawn, and any transfer or payment within (ii), (iii) or (iv) above, shall be a good discharge to the Company.
• 117.2 Subject to the provisions of these Articles and to the rights attaching to any class of shares, any dividend or other moneys payable on or in respect of a share may be paid in such currency as the Directors may determine, using such exchange rate for currency conversions as the Directors may select.
• 117.3 The Company may cease to send any cheque, warrant or order by post for any dividend on any shares which is normally paid in that manner if in respect of at least two consecutive dividends payable on those shares the cheque, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these Articles, shall recommence sending cheques, warrants or orders in respect of the dividends payable on those shares if the holder or person entitled by transmission claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.

118 Joint holders

If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder or otherwise by operation of law, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share.

119 Record date for dividends

Any resolution for the declaration or payment of a dividend on shares of any class, whether a resolution of the Company in General Meeting or a resolution of the Directors, may specify that the same shall be payable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

120 No interest on dividends

No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.

121 Retention of dividends

• 121.1 The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the moneys payable to the Company in respect of that share.
• 121.2 The Directors may retain the dividends payable upon shares:
• (a) in respect of which any person is entitled to become a member under the provisions as to the transmission of shares contained in these Articles, until such person shall become a member in respect of such shares; or
• (b) which any person is under those provisions entitled to transfer until such person shall transfer the same.

122 Unclaimed dividend

• 122.1 The Company may cease to send any cheque or other means of payment by post for any dividend on any shares which is normally paid in that manner if in respect of at least two consecutive dividends payable on those shares the cheque, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these Articles, shall recommence sending cheques, warrants or orders in respect of the dividends payable on those shares if the holder of, or person entitled to them, claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.
• 122.2 In the event that:
• (a) a payee does not specify an address, or does not specify a bank account, or other details necessary in order to make a payment of a dividend or other sum payable on or in respect of a share by the means by which the Directors have decided in accordance with these Articles that a payment is to be made, or by which a payee has elected to receive payment, and such address or

details are necessary in order for the Company to make the relevant payment in accordance with such decision or election, or

(b) if a payment cannot be made by the Company using the details provided by the payee,

then the dividend or other distribution shall be treated as unclaimed for the purposes of these Articles.

• 122.3 Any unclaimed dividends may be invested or otherwise applied for the benefit of the Company until they are claimed.
• 122.4 The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof and any dividend unclaimed after a period of six years from the date on which such dividend was declared or became due for payment shall be forfeited and shall revert to the Company. The Company shall not be liable in any respect, nor be required to account to the relevant member or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law to such dividends or other moneys and the Company shall be entitled to use such dividends for the Company's benefit in any manner that the Directors from time to time may think fit.
• 122.5 If the Company sells shares in accordance with Article 38 any dividend or other sum that has not been cashed or claimed by a member (or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law) to such dividends or sums shall be forfeited and shall revert to the Company when such shares are sold. The Company shall be entitled to use such uncashed or unclaimed dividends or other sum for the Company's benefit in any manner that the Directors may from time to time think fit.

123 Waiver of dividend

The waiver in whole or in part of any dividend on any share shall be effective only if such waiver is in writing (whether or not executed as a deed) signed or authenticated in accordance with Article 134 by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

Capitalisation of Profits and Reserves

124 Capitalisation of profits and reserves

• 124.1 The Directors may, with the sanction of an Ordinary Resolution of the Company, capitalise any sum standing to the credit of any of the Company's reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of profit and loss account.
• 124.2 Such capitalisation shall be effected by appropriating such sum to the holders of Ordinary Shares on the Register at the close of business on the date of the resolution (or such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of Ordinary Shares and applying such sum on their behalf in paying up in full unissued Ordinary Shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, unissued shares of any other class) for

allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid.

124.3 The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

Scrip Dividends

125 Scrip Dividends

• 125.1 Subject as hereinafter provided, the Directors may offer to Ordinary Shareholders the right to receive, in lieu of dividend (or part thereof), an allotment of new Ordinary Shares credited as fully paid.
• 125.2 The Directors shall not make such an offer unless so authorised by an Ordinary Resolution passed at any General Meeting, which authority may extend to dividends declared or paid prior to the next following Annual General Meeting, but no further; provided that this Article 125 shall, without the need for any further Ordinary Resolution, authorise the Directors to offer rights of election in respect of any dividend declared or proposed after the date of the adoption of these Articles and at or prior to the Annual General Meeting in the year 2006.
• 125.3 The Directors may either offer such rights of election in respect of the next dividend (or part thereof) proposed to be paid; or may offer such rights of election in respect of that dividend and all subsequent dividends, until such time as the election is revoked; or may allow Ordinary Shareholders to make an election in either form.
• 125.4 The basis of allotment on each occasion shall be determined by the Directors so that, as nearly as may be considered convenient, the value of the Ordinary Shares to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the value of an Ordinary Share shall be the average of the middle market quotations of an Ordinary Share on the London Stock Exchange, as derived from the Official List, on each of the first five business days on which the Ordinary Shares are quoted "ex" the relevant dividend.
• 125.5 If the Directors determine to offer such right of election on any occasion they shall give notice in writing to the Ordinary Shareholders of such right and shall issue forms of election and shall specify the procedures to be followed in order to exercise such right; provided that they need not give such notice to a shareholder who has previously made, and has not revoked, an earlier election to receive Ordinary Shares in lieu of all future dividends, but instead shall send him a reminder that he has made such an election, indicating how that election may be revoked in time for the next dividend proposed to be paid.
• 125.6 On each occasion the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on Ordinary Shares in respect whereof the share election has been duly exercised and has not been revoked (the "elected Ordinary Shares"), and in lieu thereof additional Ordinary Shares (but not any fraction of an Ordinary Share) shall be allotted to the holders of the elected Ordinary Shares on the basis of

allotment determined as aforesaid. For such purpose the Directors shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve) or profit and loss account as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that occasion on such basis and shall apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to and amongst the holders of the elected Ordinary Shares on such basis.

• 125.7 The additional Ordinary Shares so allotted on any occasion shall rank pari passu in all respects with the fully-paid Ordinary Shares then in issue save only as regards participation in the relevant dividend.
• 125.8 Article 124 shall apply (mutatis mutandis) to any capitalisation made pursuant to this Article.
• 125.9 No fraction of an ordinary share shall be allotted. The Directors may make such provision as they think fit for any fractional entitlements including, without limitation, provision whereby, in whole or in part, the benefit thereof accrues to the Company and/or fractional entitlements are accrued and/or retained and in either case accumulated on behalf of any ordinary shareholder.
• 125.10 The Directors may on any occasion determine that rights of election shall not be made available to any Ordinary Shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of rights of election would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.
• 125.11 In relation to any particular proposed dividend the Directors may in their absolute discretion decide (i) that Ordinary Shareholders shall not be entitled to make any election in respect thereof and that any election previously made shall not extend to such dividend or (ii) at any time prior to the allotment of the Ordinary Shares which would otherwise be allotted in lieu thereof, that all elections to take Ordinary Shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

Accounts

126 Accounting records

Accounting records sufficient to show and explain the Company's transactions and otherwise complying with the Statutes shall be kept at the Office, or at such other place as the Directors think fit, and shall always be open to inspection by the officers of the Company. Subject as aforesaid no member of the Company or other person shall have any right of inspecting any account or book or document of the Company except as conferred by statute or ordered by a court of competent jurisdiction or authorised by the Directors.

127 Copies of accounts for members

127.1 Subject as provided in Article 127.2, a copy of the Company's annual accounts and report which are to be laid before a General Meeting of the Company (including every document required by law to be comprised therein or attached or annexed thereto) shall not less than 21 days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of General Meetings from the Company under the provisions of the Statutes or of these Articles.

127.2 Article 127.1 shall not require a copy of these documents to be sent to any member to whom a summary financial statement is sent in accordance with the Statutes nor to more than one of joint holders nor to any person of whose postal address the Company is not aware, but any member or holder of debentures to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.

Auditors

128 Auditor's right to attend General Meetings

An Auditor shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting which any member is entitled to receive and to be heard at any General Meeting on any part of the business of the meeting which concerns him as Auditor.

Communications with members

129 Service of notices

• 129.1 The Company may, subject to and in accordance with the Companies Acts and these Articles, send or supply all types of notices, documents or information to members by electronic means and/or by making such notices, documents or information available on a website.
• 129.2 The Company Communications Provisions have effect, subject to the provisions of Articles 129 to 131, for the purposes of any provision of the Companies Acts or these Articles that authorises or requires notices, documents or information to be sent or supplied by or to the Company.
• 129.3 Any notice, document or information (including a share certificate) which is sent or supplied by the Company in hard copy form, or in electronic form but to be delivered other than by electronic means, and which is sent by pre-paid post and properly addressed shall be deemed to have been received by the intended recipient at the expiration of 24 hours (or, where first class mail is not employed, 48 hours) after the time it was posted, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed, pre-paid and posted.
• 129.4 Any notice, document or information which is sent or supplied by the Company by electronic means shall be deemed to have been received by the intended recipient 24 hours after it was transmitted, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed.
• 129.5 Any notice, document or information which is sent or supplied by the Company by means of a website shall be deemed to have been received 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.
• 129.6 The accidental failure to send, or the non-receipt by any person entitled to, any notice of or other document or information relating to any meeting or other proceeding shall not invalidate the relevant meeting or proceeding.

129.7 The provisions of this Article shall have effect in place of the Company Communications Provisions relating to deemed delivery of notices, documents or information.

130 Joint holders

• 130.1 Anything which needs to be agreed or specified by the joint holders of a share shall for all purposes be taken to be agreed or specified by all the joint holders where it has been agreed or specified by the joint holder whose name stands first in the Register in respect of the share.
• 130.2 Any notice, document or information which is authorised or required to be sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose name stands first in the Register in respect of the share, to the exclusion of the other joint holders. For such purpose, a joint holder having no registered address in the United Kingdom and not having supplied an address within the United Kingdom for the service of notices may, subject to the Statutes, be disregarded.
• 130.3 The provisions of this Article shall have effect in place of the Company Communications Provisions regarding joint holders of shares.

131 Deceased and bankrupt members

• 131.1 A person who claims to be entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall supply to the Company:
• (a) such evidence as the Directors may reasonably require to show his title to the share,
• (b) an address at which notices may be sent or supplied to such person,

whereupon he shall be entitled to have sent or supplied to him at such address any notice, document or information to which the said member would have been entitled. Any notice, document or information so sent or supplied shall for all purposes be deemed to be duly sent or supplied to all persons interested (whether jointly with or as claiming through or under him) in the share.

• 131.2 Save as provided by Article 131.1 above, any notice, document or information sent or supplied to the address of any member in pursuance of these Articles shall, notwithstanding that such member be then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly sent or supplied in respect of any share registered in the name of such member as sole or first-named joint holder.
• 131.3 The provisions of this Article shall have effect in place of the Company Communications Provisions regarding the death or bankruptcy of a holder of shares in the Company.

132 Overseas members

Subject to the Statutes, the Company shall not be required to send notices, documents or information to a member who (having no registered address within the United Kingdom) has not supplied to the Company a postal address within the United Kingdom for the service of notices.

133 Suspension of postal services

If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable to give notice by post in hard copy form of a shareholders' meeting, such notice shall be deemed to have been given to all members entitled to receive such notice in hard copy form if such notice is advertised in at least one national newspaper and such notice shall be deemed to have been given on the day when the advertisement appears. In any such case, the Company shall (i) make such notice available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof and (ii) send confirmatory copies of the notice by post to such members if at least seven days prior to the meeting the posting of notices again becomes practicable.

134 Signature or authentication of documents sent by electronic means

Where these Articles require a notice or other document to be signed or authenticated by a member or other person then any notice or other document sent or supplied in electronic form is sufficiently authenticated in any manner authorised by the Company Communications Provisions or in such other manner as may be approved by the Directors. The Directors may designate mechanisms for validating any such notice or other document, and any such notice or other document not so validated by use of such mechanisms shall be deemed not to have been received by the Company.

135 Statutory provisions as to notices

Nothing in any of the preceding seven Articles shall affect any provision of the Statutes that requires or permits any particular notice, document or information to be sent or supplied in any particular manner.

Winding Up

136 Directors' power to petition

The Directors shall have power in the name and on behalf of the Company to present a petition to the Court for the Company to be wound up.

137 Distribution of assets in cash

On a winding-up of the Company (whether the liquidation is voluntary, under supervision, or by the Court), the balance of assets of the Company available for distribution (a) after the payment of all the Company's creditors (whether statutorily preferred creditors, other preferred creditors or normal creditors) and (b) subject to any special rights attaching to any class of shares, is to be distributed among the holders of shares rateably according to the number of shares held by them and the amounts paid up on the shares held by them pro rata to their nominal amount. The distribution is generally to be made in cash.

Destruction of Documents

138 Destruction of Documents

Subject to compliance with the rules (as defined in the CREST Regulations) applicable to shares of the Company in uncertificated form, the Company shall be entitled to destroy:

• (a) all instruments of transfer or other documents which have been registered or on the basis of which registration was made at any time after the expiration of six years from the date of registration thereof;
• (b) all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof; and
• (c) all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof.
• 138.2 It shall conclusively be presumed in favour of the Company that:
• (a) every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made;
• (b) every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;
• (c) every share certificate so destroyed was a valid and effective certificate duly and properly cancelled; and
• (d) every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company.
• 138.3 For the purposes of this Article:
• (a) the foregoing provisions shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;
• (b) nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article;
• (c) any document referred to above may, subject to the Statutes, be destroyed before the end of the relevant period so long as a copy of such document (whether made electronically, by microfilm, by digital imaging or by any other means) has been made and is retained until the end of the relevant period; and
• (d) references herein to the destruction of any document include references to the disposal thereof in any manner.

Directors' Liabilities

139 Indemnity

• 139.1 Subject to the provisions of, and so far as may be permitted by and consistent with, the Statutes, and rules made by the Financial Conduct Authority, every Director and officer of the Company and of each of the Associated Companies of the Company shall be indemnified by the Company out of its own funds against:

• (a) any liability incurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company or any Associated Company of the Company other than:

• (iii) any liability to the Company or any Associated Company; and

• (iv) any liability of the kind referred to in Section 234(3) of the Companies Act 2006; and
• (b) any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.
• 139.2 Subject to the Companies Acts and rules made by the Financial Conduct Authority the Company shall indemnify a Director of the Company and any Associated Company of the Company if it is the trustee of an occupational pension scheme (within the meaning of Section 235(6) of the Companies Act 2006).
• 139.3 Where a Director or officer is indemnified against any liability in accordance with this Article 139, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto.
• 139.4 In this Article "Associated Company" shall have the meaning given thereto by Section 256 of the Companies Act 2006.

140 Insurance

• 140.1 Without prejudice to Article 139 above, the Directors shall have power to purchase and maintain insurance for or for the benefit of:
• (a) any person who is or was at any time a Director or officer of any Relevant Company (as defined in Article 140.2 below); or
• (b) any person who is or was at any time a trustee of any pension fund or employees' share scheme in which employees of any Relevant Company are interested,

including (without prejudice to the generality of the foregoing) insurance against any liability incurred by or attaching to him in respect of any act or omission in the actual or purported execution and/or discharge of his duties and/or in the exercise or purported exercise of his powers and/or otherwise in relation to his duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees' share scheme (and all costs, charges, losses, expenses and liabilities incurred by him in relation thereto).

• 140.2 For the purpose of Article 140.1 above "Relevant Company" shall mean:
• (a) the Company;
• (b) any holding company of the Company;
• (c) any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company; or
• (d) any subsidiary undertaking of the Company or of such other body.

141 Defence expenditure

141.1 Subject to the provisions of and so far as may be permitted by the Statutes and rules made by the Financial Conduct Authority, the Company:

• (a) may provide a Director or officer of the Company or any Associated Company of the Company with funds to meet expenditure incurred or to be incurred by him in:
• (i) defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company or an Associated Company of the Company; or
• (ii) in connection with any application for relief under the provisions mentioned in Section 205(5) of the Companies Act 2006; and
• (b) may do anything to enable any such Director or officer to avoid incurring such expenditure.
• 141.2 The terms set out in Section 205(2) of the Companies Act 2006 shall apply to any provision of funds or other things done under Article 141.1.
• 141.3 Subject to the provisions of and so far as may be permitted by the Statutes and rules made by the Financial Conduct Authority, the Company:
• (a) may provide a Director or officer of the Company or any Associated Company of the Company with funds to meet expenditure incurred or to be incurred by him in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the Company or any Associated Company of the Company; and
• (b) may do anything to enable any such Director or officer to avoid incurring such expenditure.
• 141.4 In this Article "Associated Company" shall have the meaning given thereto by Section 256 of the Companies Act 2006.

B Shares and Deferred Redeemable Shares

142 Allocation of Listing proceeds to B Shares

142.1 Each B Share shall be entitled on a Listing to Participate in the proceeds of the Listing (for the avoidance of doubt such Participation shall be on the same basis as to consideration, pro rata, as the Investors Participate in any Listing) equal to the amount ("Z") where Z is represented by:

$$
Z = \frac{A}{C};
$$

\n
$$
A = \left(\frac{F}{D} \times E\right) - G;
$$

• C = the total number of B Shares in issue immediately prior to the Listing Date;
• D = an amount equal to the aggregate amount of Cash Payments;
• E = an amount equal to the aggregate amount of Cash Receipts;
• F = 4,000,000;

• G = 8,000,000.

• 142.2 Notwithstanding any other provision of these Articles, neither Article 142.1 nor this Article 142.2 shall apply unless on the Listing, the Investors shall have received or shall be deemed to have received (on the basis that the Listing is completed and after the proposed allocation to be made in accordance with Article 142.1) Cash Receipts together with the fair value of any non-cash consideration received in connection with the Listing (valued in accordance with FRS 7) equal to at least twice their Cash Payments.

• 142.3 The entitlement of Investors on completion of a Listing to Participate in the proceeds of the Listing, in respect of each Ordinary Share held by it, shall be reduced by an amount equal to the amount ("X") represented by:

$$
X = \frac{P}{Q}
$$

• P = the aggregate amount due to all holders of B Shares on completion of the Listing, determined in accordance with Article 142.1;
• Q = the aggregate number of Ordinary Shares held by Investors immediately prior to the completion of the Listing.
• 142.4 For the purposes of this Article 142, the following defined terms shall have the following meanings:

"Cash Payments" means all sums actually paid in cash from time to time by the Investors to the Group in subscribing for shares and making loans and the value (at the date of the relevant guarantee) of any guarantee given by the Investors in respect of obligations of the Group;

"Cash Receipts" means any cash redemptions of capital, and other advances (if any) received in cash by the Investors from the Group, the value (as at the date of release) of any guarantees given by the Investors which are released, any dividends received in cash by the Investors from the Group, any distribution in specie received by the Investors from the Group (to the extent that any distribution is in specie the value shall be the fair value attributable to such distribution as valued by the Independent Expert in accordance with FRS17), the repayment of any of the loans, the proceeds of sale of any loans in cash or other advances (if any) sold on or before the Listing Date, any arrears of dividend received in cash at the Listing Date, and the amount of the Equity Capitalisation of the Company attributable to the Investors at the Listing Date (computed on the basis that the event triggering the Listing Date has completed) but excluding any fees received by the Investors from the Group;

"Equity Capitalisation" means the aggregate value attributable to the Ordinary Shares at the date of such Listing as determined by the financial adviser to the Company in relation to Listing by reference to the Listing price per Ordinary Share;

"Group" means the Company and each of its subsidiaries from time to time;

"Investors" means CVC European Equity Partners III LP, CVC Europe Equity Partners III Parallel Fund - A LP, CVC Europe Equity Partners III Parallel Fund – B LP, CVC Europe Enterprise (Cayman) LP, CVC Europe Enterprise (Domestic) LP, Citicorp Capital Investors Europe Limited, Citi-Europe Co-Invest L.P., Capital Investors 2002 Limited, The Governor and Company of the Bank of Scotland and Uberior Investments PLC and any person to who they or any of their respective transferees or custodian nominees transfer any Ordinary Shares held by them;

"Listing" means the admission of the Ordinary Shares to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange;

"Listing Date" the date of completion of the Listing; and

"Participate" means an amount of value attributable on a Listing equal to an amount of the relevant Equity Capitalisation.

142.5 Subject to the Statutes and save as set out in this Article 142, no other rights shall attach to the B Shares whether by these Articles or otherwise.

143 Other Rights attaching to B Shares

• 143.1 Dividends and distributions: The B Shareholders shall not be entitled to any dividend or other distribution in respect of their holdings of B Shares.
• 143.2 Return of capital: On a return of assets, whether on a liquidation, winding-up or otherwise, the B Shareholders shall be entitled to the return of the nominal value of the B Shares held by them and thereafter shall be entitled to participate in the balance of assets of the Company available for distribution rateably according to the number of such B Shares held by them respectively pro rata to their nominal amount but only:
• (a) after the payment of all the Company's creditors (whether statutorily preferred creditors, other preferred creditors or normal creditors);
• (b) subject to any special rights attaching to any class of shares; and
• (c) after the return of capital of £8,000,000 on each Ordinary Share.
• 143.3 Voting rights: The B Shareholders shall not be entitled to receive notice of or attend General Meetings and shall not be entitled to vote at such General Meetings in respect of their holdings of B Shares. This Article 143.3 is without prejudice to the rights of B Shareholders to receive notice of and attend separate meetings of the holders of B Shares and to vote at such separate meetings in respect of their holdings of B Shares.
• 143.4 Transfer of shares: Each B Shareholder shall be entitled to transfer his/her B Shares to the Trustee at any time subsequent to Admission for a consideration equal to the amount which the Trustee may realise from the sale by it of 12,196 Ordinary Shares for every 100 B Shares so transferred by that B Shareholder and pro-rated according to the number of B Shares so transferred, together with any dividends or other income or capital amounts (including any bonus shares) received by the Trustee on the Ordinary Shares which are so sold between Admission and the date of such sale. Save as set out in this Article 143.4, the B Shares are not transferable.
• 143.5 Redesignation: On completion of the transfer of all B Shares in issue to the Trustee, each B Share shall automatically (and without further notice to or resolution of the B Shareholders) be redesignated as a Deferred Redeemable Share.
• 143.6 No variation of class rights: The special rights attaching to the B Shares shall not be deemed to be varied, modified or abrogated by:
• (a) the creation or issue of further shares of any class (whether ranking pari passu with or in priority to the B Shares or otherwise);

• (b) the purchase or redemption by the Company of any of its own shares of any class;

• (c) the reduction by the Company of any class of its share capital or any share capital reserves;

• (d) any other alteration whatsoever to the issued share capital of the Company;
• (e) any resolution passed or action taken to put the Company into solvent or insolvent liquidation; or
• (f) any other resolution passed or action taken by the Company unless such resolution or action directly and specifically varies in a material and adverse way the rights attaching to the B Shares.

144 Rights attaching to Deferred Redeemable Shares

• 144.1 Dividends and distributions: The Deferred Redeemable Shareholders shall not be entitled to any dividend or other distribution in respect of their holdings of Deferred Redeemable Shares.
• 144.2 Return of capital: On a return of assets, whether on a liquidation or otherwise, the Deferred Redeemable Shareholders shall be entitled to a return of the nominal value in respect of the Deferred Redeemable Shares pro rata to the number of Deferred Redeemable Shares held by them and the amounts paid up on those Deferred Redeemable Shares.
• 144.3 Voting rights: The Deferred Redeemable Shareholders shall not be entitled to receive notice of or attend General Meetings and shall not be entitled to vote at such General Meetings in respect of their holdings of Deferred Redeemable Shares. This Article 144.3 is without prejudice to the rights of Deferred Redeemable Shareholders to receive notice of and attend separate meetings of the holders of Deferred Redeemable Shares and to vote at such separate meetings in respect of their holdings of Deferred Redeemable Shares.
• 144.4 Transfer of shares: The Deferred Redeemable Shareholders shall not be entitled to sell their Deferred Redeemable Shares, other than to the Company in accordance with the Statutes. Save as set out in this Article 144.4, the Deferred Redeemable Shares are not transferable.
• 144.5 Redemption: The Company may, at any time on giving not less than 14 days' notice in writing to the holders of the Deferred Redeemable Shares, redeem the whole or any part of the Deferred Redeemable Shares then in issue for an amount equal to the normal value of the Deferred Redeemable Shares so redeemed.
• 144.6 No variation of class rights: The special rights attaching to the Deferred Redeemable Shares shall not be deemed to be varied, modified or abrogated by:
• (a) the creation or issue of further shares of any class (whether ranking pari passu with or in priority to the B Shares or otherwise);
• (b) the purchase or redemption by the Company of any of its own shares of any class;
• (c) the reduction by the Company of any class of its share capital or any share capital reserves;
• (d) any other alteration whatsoever to the issued share capital of the Company;

• (e) any resolution passed or action taken to put the Company into solvent or insolvent liquidation; or

• (f) any other resolution passed or action taken by the Company unless such resolution or action directly and specifically varies in a material and adverse way the rights attaching to the Deferred Redeemable Shares.

• 144.7 Subject to the Statutes and save as set out in this Article 144, no other rights shall attach to the Deferred Redeemable Shares whether by these Articles or otherwise.

145 Preference Shares

The rights attaching to the Preference Shares are set out below.

145.1 As to Income

The holders of the Preference Shares shall be entitled, in priority to any payment of dividend on any other class of shares, to a fixed non-cumulative preferential dividend ("Preference Dividend") at the yearly rate of 8% from the date of issue (in each case excluding any associated tax credit) calculated on the nominal amount and premium paid on each Preference Share.

The Preference Dividend shall be paid before the payment of any dividend to any other class of shares and before the transfer of any sums to reserves. The right to the Preference Dividend has priority over the rights of the holders of any other Shares. The Preference Dividend accrues from day to day and shall be paid yearly every 1 July in respect of the years ending on the previous 31 May out of the profits of the Company available for distribution.

145.2 As to Capital

On a return of capital on Liquidation or otherwise the assets of the Company available for distribution among the Shareholders shall be applied in paying to the Preference Shareholders, in priority to any payment to the holders of any other class of shares:

• (a) first, the Subscription Price paid on each of their Preference Shares; and
• (b) secondly, an amount equal to the aggregate amount of the Preference Dividend as if such Preference Dividend had accrued and compounded annually on the basis that the Company had sufficient distributable reserves to pay such dividend and which has for any reason not been paid to the holders of such Preference Shares pursuant to Article 145.1 notwithstanding that the Preference Dividend is not cumulative.

The Preference Shares do not confer any further rights of participation in the profits or assets of the Company.

145.3 Voting

Holders of Preference Shares are not entitled to receive notice of or to attend and speak at or vote at General Meetings of the Company in respect of their Preference Shares.

145.4 Redemption of Preference Shares

Subject to the Company not being in breach of any applicable regulatory rules issued by the Financial Conduct Authority, (i) the Company may by resolution of the Board, redeem all or 10,000 multiples of the Preference Shares at any time by serving notice on the Preference Shareholders specifying the number of Preference Shares to be redeemed and a date between 14 and 28 days after the service of such notice on which the redemption is to take place; or (ii) the Preference Shareholders may, upon giving 60 days' written notice to the Company, require the Company to redeem all or 10,000 multiples of the Preference Shares specifying the number of Preference Shares to be redeemed and a date between 14 and 28 days after the service of such notice on which the redemption is to take place.

145.4.1 Provisions applying to all redemptions:

• (a) When only some of the Preference Shares are being redeemed, the redemption shall take place in proportion as nearly as possible to each Preference Shareholder's holding of Preference Shares.
• (b) On any Redemption Date the Company shall pay the following amount in cash in respect of each Preference Share to be redeemed:
• (iii) the Subscription Price of the Preference Share; and
• (iv) a sum equal to any accrued and/or unpaid Preference Dividend calculated to the Redemption Date but provided that, save in respect of a redemption pursuant to Article 145.4.1, this sum is payable only if the Company has enough profits available for distribution to pay the accrued and/or unpaid Preference Dividend.

The amount payable in respect of all the Preference Shares to be redeemed comprises the "redemption money".

• (c) On any Redemption Date the redemption money shall become a debt due and payable by the Company to the Preference Shareholders, whether or not the Company has enough profits available for distribution or other requisite funds to pay the redemption money.
• (d) On any Redemption Date the redemption money shall be paid to each Preference Shareholder in respect of those of his Preference Shares which are to be redeemed against receipt of the relevant share certificate or an indemnity in a form reasonably satisfactory to the Company in respect of a share certificate which cannot be produced. If a Preference Shares Shareholder produces neither the share certificate nor the indemnity, the Company may retain his redemption money until delivery of the certificate or an indemnity.
• (e) The Company shall cancel share certificates in respect of redeemed Preference Shares and issue fresh certificates without charge in respect of any Preference Shares represented by those certificates and remaining outstanding.
• (f) As from the relevant Redemption Date, the Preference Dividend shall cease to accrue on the Preference Shares to be redeemed unless, despite presentation of the relevant share certificate or an indemnity, the Company fails to pay redemption money in respect of all the Preference Shares to be redeemed. In that case the Preference Dividend shall be deemed to continue to accrue on the Preference Shares in respect of which redemption money is outstanding.

145.5 No variation of class rights

The special rights attaching to the Preference Shares shall not be deemed to be varied, modified or abrogated by:

• (a) the creation or issue of further shares of any class (whether ranking pari passu with or in priority to the Preference Shares or otherwise);
• (b) the purchase or redemption by the Company of any of its own shares of any class;
• (c) the reduction by the Company of any class of its share capital or any share capital reserves;
• (d) any other alteration whatsoever to the issued share capital of the Company;
• (e) any resolution passed or action taken to put the Company into solvent or insolvent liquidation; or
• (f) any other resolution passed or action taken by the Company unless such resolution or action directly and specifically varies in a material and adverse way the rights attaching to the Preference Shares.
• 145.6 Subject to the Statutes and save as set out in this Article 145, no other rights shall attach to the Preference Shares whether by these Articles or otherwise.

Change of Name

146 Change of name

The Company may change its name by resolution of the Directors.

	Preliminary 1
1	Default Articles not to apply 1
2	Interpretation 1
	Alteration of Share Capital 5
3	Fractions arising on consolidation or subdivision 5
4	Purchase of own shares and treasury shares 6
5	Reduction of capital 6
	Shares 6
6	Commissions on issue of shares 6
7	Trust etc. interests not recognised 6
	Share Certificates 7
8	Issue of share certificates 7
9	Form of share certificate 7
10	Joint holders 7
11	Replacement of share certificates 7
	Calls on Shares 8
12	Power to make calls 8
13	Liability for calls 8
14	Interest on overdue amounts 8
15	Other sums due on shares 8
16	Power to differentiate between holders 8
17	Payment of calls in advance 8

	Forfeiture and Lien 9
18	Notice on failure to pay a call 9
19	Forfeiture for non-compliance 9
20	Disposal of forfeited shares 9
21	Holder to remain liable despite forfeiture 9
22	Lien on partly-paid shares 9
23	Sale of shares subject to lien 10
24	Proceeds of sale of shares subject to lien 10
25	Evidence of forfeiture 10
	Variation of Rights 10
26	Manner of variation of rights 10
27	Matters not constituting variation of rights 11
	Transfer of Shares11
28	Form of transfer11
29	Balance certificate11
30	Right to refuse registration 12
31	No fee on registration 12
32	Branch Register 12
33	Further provisions for shares in uncertificated form 13
	Transmission of Shares 13
34	Persons entitled on death 13
35	Election by persons entitled by transmission 13
36	Rights of persons entitled by transmission 13
37	Prior notices binding 14
	Untraced Shareholders 14

38	Untraced Shareholders 14
	Change of Control 15
39	Controllers 15
40	Mandated Disposal 15
41	Directors to determine whether Controller 16
42	Initial negative determination by Directors 16
43	Service of Notices 16
44	Suspension of voting rights where Disposal Notice served 16
	General Meetings 17
45	Annual General Meetings 17
46	Postponement or cancellation of General Meetings 17
47	Convening of General Meetings 17
	Notice of General Meetings 17
48	Notice of General Meetings 17
49	Contents of notice of General Meetings 18
	Proceedings at General Meetings 18
50	Chair 18
51	Quorum 18
52	Lack of quorum 18
53	Adjournment 18
54	Notice of adjourned meeting 19
55	Amendments to resolutions 19
56	Security arrangements and orderly conduct 19
57	Satellite meeting places 19
58	Combined physical and electronic General Meetings 20

59	Attendance at and participation in General Meetings 20
	Polls 21
60	Method of voting and demand for poll 21
61	Procedure on a poll 21
62	Voting on a poll 22
63	Timing of poll 22
	Votes of Members 22
64	Votes attaching to shares 22
65	Votes of joint holders 22
66	Restriction on voting in particular circumstances 23
67	Validity and result of vote 24
	Proxies and Corporate Representatives 25
68	Appointment of proxies 25
69	Multiple Proxies 25
70	Form of proxy 25
71	Deposit of form of proxy 25
72	Termination of proxy's authority 26
73	Corporations acting by representatives 27
	Directors 27
74	Number of Directors 27
75	Share qualification 27
76	Directors' fees 27
77	Other remuneration of Directors 28
78	Directors' expenses 28
79	Directors' pensions and other benefits 28

	Executive Directors 28
80	Appointment of executive Directors 28
81	Powers of executive Directors 28
	Appointment and Retirement of Directors 29
82	Retirement at Annual General Meetings 29
83	Re-election of retiring Director 29
84	Election of two or more Directors 29
85	Election or appointment of additional Director 29
86	Vacation of office 29
87	Removal of Director 30
	Meetings and Proceedings of Directors 30
88	Convening of meetings of Directors 30
89	Quorum 31
90	Chair 31
91	Casting vote 31
92	Number of Directors below minimum 31
93	Directors' written resolutions 31
94	Validity of proceedings 32
	Directors' Interests 32
95	Authorisation of Directors' interests 32
96	Permitted Interests 33
97	Restrictions on quorum and voting 34
98	Confidential information 35
99	Directors' interests - general 36
	Committees of the Directors 36

100	Appointment and constitution of committees 36
101	Proceedings of committee meetings 37
	Alternate Directors 37
102	Alternate Directors 37
	Powers of Directors 38
103	General powers 38
104	Provision for employees on cessation or transfer of business 38
105	Local boards 38
106	Appointment of attorney 38
107	President 38
108	Signature on cheques etc. 39
	Secretary 39
109	Secretary 39
	The Seal 39
110	The Seal 39
	Authentication of Documents 40
111	Authentication of documents 40
	Dividends 40
112	Final dividends 40
113	Fixed and interim dividends 40
114	Non-cash distributions 40
115	No dividend except out of profits 41
116	Ranking of shares for dividend 41
117	Manner of payment of dividends 41
118	Joint holders 42

119	Record date for dividends 42
120	No interest on dividends 42
121	Retention of dividends 42
122	Unclaimed dividend 42
123	Waiver of dividend 43
	Capitalisation of Profits and Reserves 43
124	Capitalisation of profits and reserves 43
	Scrip Dividends 44
125	Scrip Dividends 44
	Accounts 45
126	Accounting records 45
127	Copies of accounts for members 45
Auditors 46
128	Auditor's right to attend General Meetings 46
	Communications with members 46
129	Service of notices 46
130	Joint holders 47
131	Deceased and bankrupt members 47
132	Overseas members 47
133	Suspension of postal services 48
134	Signature or authentication of documents sent by electronic means 48
135	Statutory provisions as to notices 48
	Winding Up 48
136	Directors' power to petition 48

	Destruction of Documents 48
138	Destruction of Documents 48
	Directors' Liabilities 49
139	Indemnity 49
140	Insurance 50
141	Defence expenditure 50
	B Shares and Deferred Redeemable Shares 51
142	Allocation of Listing proceeds to B Shares 51
143	Other Rights attaching to B Shares 53
144	Rights attaching to Deferred Redeemable Shares 54
145	Preference Shares 55
	Change of Name 57
146	Change of name 57