abrdn Smaller Companies Income Trust plc

Registration Form • Nov 20, 2023

ARTICLES OF ASSOCATION

of

ABRDN SMALLER COMPANIES INCOME TRUST PLC

(Adopted by special resolution passed on 20 November 2023)

	PRELIMINARY 1
1.	EXCLUSION OF PRESCRIBED ARTICLES 1
2.	DEFINITIONS AND INTERPRETATION 1
	LIABILITY OF MEMBERS 6
3.	LIABILITY OF MEMBERS 6
NAME	6
4.	CHANGE OF NAME 6
	SHARE CAPITAL 6
5.	SHARES 6
6.	REDEEMABLE SHARES AND SHARES WITH SPECIAL RIGHTS 7
7.	WARRANTS OR OPTIONS TO SUBSCRIBE FOR SHARES 7
	VARIATION OF RIGHTS 7
8.	MANNER OF VARIATION OF RIGHTS 7
9.	MATTERS NOT CONSTITUTING VARIATION OF RIGHTS 9
	ALTERATION OF CAPITAL 9
10.	CONSOLIDATION AND SUB-DIVISION OF SHARES 9
	SHARES 10
11.	AUTHORITY TO ALLOT 10
12.	COMMISSIONS/BROKERAGE 10
13.	RENUNCIATION OF ALLOTMENT 11
14.	TRUSTS MAY BE RECOGNISED 11
	EVIDENCE OF TITLE TO SHARES 11
15.	MEMBERS' RIGHTS TO SHARE CERTIFICATES 11
16.	ISSUE OF SHARE CERTIFICATES 11
17.	JOINT HOLDERS 12
18.	BALANCE SHARE CERTIFICATES 12
19.	REPLACEMENT OF SHARE CERTIFICATES 12
20.	DELIVERY OF SHARE CERTIFICATE TO BROKER OR AGENT 12
21.	UNCERTIFICATED SHARES 13

	CALLS ON SHARES 14
22.	POWER TO MAKE CALLS 14
23.	LIABILITY FOR CALLS 14
24.	INTEREST ON OVERDUE AMOUNTS 14
25.	DEEMED CALLS 15
26.	POWER TO DIFFERENTIATE BETWEEN HOLDERS 15
27.	PAYMENT OF CALLS IN ADVANCE 15
	FORFEITURE, SURRENDER AND LIEN 15
28.	NOTICE ON FAILURE TO PAY A CALL 15
29.	FORFEITURE FOR NON-COMPLIANCE 16
30.	DISPOSAL OF FORFEITED SHARES 16
31.	LIABILITY FOLLOWING FORFEITURE 17
32.	LIEN ON PARTLY PAID SHARES 17
33.	ENFORCEMENT OF LIEN BY SALE 17
34.	APPLICATION OF PROCEEDS OF SALE 18
	COMPULSORY SALE POWERS 18
35.	POWERS OF SALE 18
36.	EVIDENCE OF DUE FORFEITURE AND SALE 18
	TRANSFER OF SHARES 19
37.	FORM OF TRANSFER 19
38.	RIGHT TO DECLINE REGISTRATION OF TRANSFERS OF CERTIFICATED SHARES	19
39.	REGISTRATION OF TRANSFERS OF UNCERTIFICATED SHARES 20
40.	NO FEE ON REGISTRATION 20
41.	RETENTION OF TRANSFERS 20
	TRANSMISSION OF SHARES 20
42.	TRANSMISSION OF SHARES 20
43.	ELECTION BY PERSON ENTITLED BY TRANSMISSION 20
44.	RIGHTS OF PERSONS ENTITLED BY TRANSMISSION 21
	SHARE WARRANTS 21
45.	SHARE WARRANTS 21

	UNTRACED SHAREHOLDERS 23
46.	SALE OF SHARES OF UNTRACED SHAREHOLDERS 23
	GENERAL MEETINGS 24
47.	ANNUAL GENERAL MEETINGS 24
48.	OTHER GENERAL MEETINGS 24
49.	CLASS MEETINGS 25
	NOTICE OF GENERAL MEETINGS 25
50.	PERIOD OF NOTICE, PERSONS ENTITLED TO RECEIVE NOTICE AND FORM OF NOTICE 25
51.	CONTENTS OF NOTICE 25
52.	OMISSION OR NON-RECEIPT OF NOTICE 26
53.	GENERAL MEETINGS AT MORE THAN ONE PLACE 26
	PROCEEDINGS AT GENERAL MEETINGS 26
54.	ELECTRONIC MEETINGS 26
55.	CHAIRMAN 27
56.	QUORUM 28
57.	LACK OF QUORUM 28
58.	ADJOURNMENT 28
59.	DIRECTORS' AND NON-MEMBERS' RIGHT TO ATTEND AND SPEAK 29
60.	AMENDMENTS TO RESOLUTIONS 29
61.	ACCOMMODATION OF MEMBERS AT MEETING 30
62.	SECURITY AND OTHER ARRANGEMENTS AT MEETING 30
	VOTING AT GENERAL MEETINGS 31
63.	METHODS OF VOTING 31
64.	PROCEDURES ON A POLL 32
65.	TIMING OF A POLL 32
66.	VOTING ON A POLL 32
	VOTING RIGHTS 32
67.	VOTES ATTACHING TO SHARES 32
68.	VOTES OF JOINT HOLDERS 33

69.	MEMBER UNDER INCAPACITY 33
70.	RESTRICTION ON VOTING 33
71.	VALIDITY AND RESULT OF VOTE 37
	PROXIES AND CORPORATE REPRESENTATIVES 37
72.	IDENTITY OF PROXY 37
73.	FORM OF PROXY 37
74.	DEPOSIT OF PROXY 39
75.	BODY CORPORATES ACTING BY REPRESENTATIVES 40
76.	REVOCATION OF PROXY OR CORPORATE REPRESENTATIVE 41
	DIRECTORS 41
77.	NUMBER OF DIRECTORS 41
78.	NO SHARE QUALIFICATION 41
79.	DIRECTORS' REMUNERATION 41
80.	DIRECTORS' ADDITIONAL REMUNERATION 42
81.	DIRECTORS' EXPENSES 42
82.	RETIREMENT AND OTHER BENEFITS 42
83.	DIRECTORS' INTERESTS 42
84.	EXECUTIVE DIRECTORS 44
85.	DELEGATION OF POWERS 44
86.	DESIGNATION OF NON-DIRECTORS 44
87.	ALTERNATE DIRECTORS 44
	APPOINTMENT AND RETIREMENT OF DIRECTORS 46
88.	VACATION OF OFFICE 46
89.	RETIREMENT OF DIRECTORS 46
90.	NOMINATION OF DIRECTORS FOR APPOINTMENT 47
91.	APPOINTMENT OF DIRECTORS 47
92.	PROCEDURE IF IN SUFFICIENT DIRECTORS APPOINTED 47
MEETINGS AND PROCEEDINGS OF DIRECTORS 48
93.	CONVENING DIRECTORS' MEETINGS 48
94.	QUORUM 48

95.	AUTHORITY TO VOTE 48
96.	VIDEO CONFERENCE AND TELEPHONE MEETINGS 48
97.	VOTING AT MEETINGS OF THE DIRECTORS 49
98.	RESTRICTIONS ON VOTING 49
99.	NUMBER OF DIRECTORS BELOW MINIMUM 51
100.	CHAIRMAN 51
101.	WRITTEN RESOLUTIONS 52
	COMMITTEES OF THE DIRECTORS 52
102.	APPOINTMENT AND CONSTITUTION OF COMMITTEES 52
103.	PROCEEDINGS OF COMMITTEE MEETINGS 52
	POWERS OF DIRECTORS 53
104.	GENERAL POWERS 53
105.	LOCAL MANAGEMENT 53
106.	APPOINTMENT OF ATTORNEY 53
107.	PROVISION FOR EMPLOYEES 54
108.	BORROWING POWERS 54
SEALS 57
109.	SEALS 57
	DIVIDENDS 58
110.	DIVIDENDS 58
	RESERVES 60
	CAPITALISATION OF PROFITS AND RESERVES 62
115.	CAPITALISATION OF PROFITS AND RESERVES 62
	ACCOUNTS 62
116.	SUMMARY FINANCIAL STATEMENTS 62
	NOTICES, DOCUMENTS AND INFORMATION 63
117.	NATURE OF NOTICE 63
118.	COMMUNICATION WITH MEMBERS 63
119.
	JOINT HOLDERS 65

121.	COMMUNICATION WITH DIRECTORS 66
	RECORD DATES 66
122.	RECORD DATE FOR SERVICE OF NOTICES 66
123.	RECORD DATE FOR ATTENDANCE AND VOTING AT MEETINGS 67
124.	RECORD DATE FOR DIVIDENDS, ISSUES OF SHARES, ETC 67
	RECORDS AND DOCUMENTS 67
125.	NO RIGHT TO INSPECT 67
126.	OVERSEAS BRANCH REGISTER 67
127.	DESTRUCTION OF DOCUMENTS 67
INDEMNITY AND INSURANCE 68
128.	INDEMNITY 68
129.	INSURANCE 69
130.	DURATION OF THE COMPANY 69
	VALUATION OF THE COMPANY'S ASSETS 69
131.	VALUATION OF THE COMPANY'S ASSETS 69
	INVESTOR DISCLOSURES 70
132.	INVESTOR DISCLOSURES 70
	OBLIGATION TO PROVIDE INFORMATION TO THE COMPANY 70
133.	OBLIGATION TO PROVIDE INFORMATION TO THE COMPANY 70
134.	SCHEME OF RECONSTRUCTION 73

Company No: SC137448

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

________________________________

ARTICLES OF ASSOCIATION

________________________________

of

ABRDN SMALLER COMPANIES INCOME TRUST PLC (the "Company")

(Adopted by special resolution passed on 20 November 2023)

________________________________

PRELIMINARY

1. EXCLUSION OF PRESCRIBED ARTICLES

No regulations or articles prescribed by regulations under the Statutes shall form part of the articles of the Company and all such regulations and articles are hereby excluded.

2. DEFINITIONS AND INTERPRETATION

2.1. In these Articles (save where inconsistent with the subject or context) the following words and expressions shall bear the following meanings:

"Act" the Companies Act 2006;

"address" in relation to any document or information sent or supplied by electronic means, includes any number or address (including, in the case of any Uncertificated Proxy Instruction permitted pursuant to Article 73.6, an identification number of a participant in the relevant system concerned) used for the purposes of such communications;

"AIFM Rules" means The Alternative Investment Fund Managers Directive (2011/61/EU) and all applicable rules and regulations implementing that Directive in the UK, including without limitation, The Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) and all associated provisions of the FCA Handbook;

"Articles" these articles of association as from time to time amended;

"associated company" the parent undertaking of the Company or a subsidiary undertaking of the Company or of any such parent undertaking or an associated undertaking of the Company or any such parent undertaking;

"Auditors" the auditors of the Company for the time being;

"business day" 9 a.m. to 5 p.m. on any day (other than a Saturday or Sunday) on which clearing banks are open for the transaction of normal banking business in Edinburgh;

"certificated" in relation to a share, a share which is not an uncertificated share nor a share in respect of which a share warrant has been issued and is current;

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

"Common Reporting Standard" means any provision of the International Tax Compliance Regulations 2015 and any orders, regulations or other subordinate legislation made thereunder relating to the obligations on investment companies to share information with the tax authorities in the United Kingdom;

"CREST" the relevant system operated by EuroClear UK & Ireland Limited in terms of the Regulations;

"Directors" the executive and non-executive directors of the Company who make up its board of directors for the time being or (as the context requires) the directors present or deemed to be present at a duly convened meeting of the directors at which a quorum is present, and shall be construed in accordance with Article 2.3.3;

"electronic signature" anything in electronic form which the Directors require to be incorporated into or otherwise associated with any document or information sent or supplied in electronic form for the purpose of establishing the authenticity or integrity of the document or information;

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

"FATCA" means sections 1471 to 1474 of the US Tax Code, known as the US Foreign Account Tax Compliance Act (together with any regulations, rules and guidance implementing such sections and any applicable intergovernmental agreement or information exchange agreement and related statutes, regulations, rules and guidance thereunder);

"FCA" means the Financial Conduct Authority of the United Kingdom, including any replacement or substitute thereof, and any regulatory body or person succeeding, in whole or in part, to the functions thereof;

"FCA Handbook" means the handbook of rules and guidance of the Financial Conduct Authority, as amended from time to time;

"holder" or "member" in relation to a share, the person whose name is entered in the Register in respect of that share, and shall be construed in accordance with Article 2.2.4;

"London Stock Exchange" London Stock Exchange plc or its successor from time to time;

"Market Rules" the Admission and Disclosure Standards of the London Stock Exchange (including any modification, amendment or replacement thereof) and/or, where the context so requires, the rules from time to time of any other recognised investment exchange on which the securities of the Company are listed, traded or dealt in;

"month" a calendar month;

"paid" or "paid up" paid up or credited as paid up;

"recognised investment exchange" an investment exchange granted recognition under the Financial Services and Markets Act 2000;

"Register" the register of members of the Company kept pursuant to the Statutes and, where the context so requires, any register maintained by the Company of persons holding any renounceable right of allotment of a share;

"registrar's office" the place where the Register is kept for the time being;

"Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755);

"seal" the common seal of the Company;

"Secretary" any person, body corporate or partnership appointed by the Directors to perform any of the duties of the secretary of the Company, including an assistant or deputy secretary; and where two or more persons are appointed to act as joint Secretary, the term shall include any one of those persons;

"securities seal" an official seal kept by the Company pursuant to the Statutes for use for sealing securities issued by the Company or for sealing documents creating or evidencing securities so issued;

"share" a share of any class in the Company;

"Statutes" all statutes (and any regulations subordinate thereto) for the time being in force concerning companies and affecting the Company;

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

"Uncertificated Proxy Instruction" the meaning given in Article 73.6;

"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and

"US Tax Code" means the US Internal Revenue Code of 1986, as amended.

"writing" the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in hard copy, in electronic form or by being made available on a website; and

"year" a calendar year.

• 2.2. In these Articles, unless the context otherwise requires:
  • 2.2.1. words denoting the singular shall include the plural and vice versa and words denoting the masculine shall include the feminine and neuter and vice versa;
  • 2.2.2. words denoting persons shall include individuals, companies, corporations, bodies corporate, associations, partnerships, firms, government authorities and societies (whether incorporated or not) and references to any of the same include the others;
  • 2.2.3. the expression "debenture" shall include "debenture stock";
  • 2.2.4. the words "shareholder", "holder" and "member" shall include (subject to these Articles) the bearer of any share warrant;
  • 2.2.5. References to a "meeting":
    • (a) mean a meeting convened and held in any manner permitted by these Articles, including without limitation a general meeting (including an annual general meeting) or separate general meeting of the holders of a particular class of shares of the Company at which any or all persons entitled to be present attend and participate by means of an electronic platform and/or attend and participate at a satellite meeting place, and such persons shall be deemed to be "present" at that meeting for all purposes of the Act and these Articles and "attend", "attending", "attendance", "participate", "participating" and "participation" shall be construed accordingly; and
    • (b) shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
  • 2.2.6. In the context of attendance at a meeting at a physical location used to host the meeting, the word "present" shall be construed as being physically present at the meeting at that meeting location.
  • 2.2.7. References to an "electronic meeting" mean a general meeting (including an annual general meeting), or a separate general meeting of the holders of a

particular class of shares, hosted on an electronic platform, whether that meeting is physically hosted at a specific location simultaneously or not.

• 2.2.8. References to an "electronic platform" mean a device, system, procedure, method or other facility providing an electronic means of attendance at and/or participation in a meeting as determined by the Directors under these Articles, including, without limitation, online platforms, application technology and conference call systems.
• 2.2.9. Nothing in these Articles shall preclude the holding and conducting of a meeting in such a way that persons who are not present together at the same place may by the use of an electronic platform or platforms or by other electronic means attend and participate at it.
• 2.2.10. the words "include", "including" and "in particular" shall be construed as if they were immediately followed by the words "without limitation";
• 2.2.11. references to a document being "signed" or to a "signature" include references to it being executed under hand or under seal or by any other method and, in the case of a document in electronic form, are to its bearing an electronic signature;
• 2.2.12. references to a document being "executed" include references to its being executed under hand or under seal or by any other method except by means of an electronic signature; and
• 2.2.13. references to a "relevant system" shall be deemed to relate to the relevant system in which the particular share or class of shares or renounceable right of allotment of a share concerned in the capital of the Company is a participating security for the time being and all references in these Articles to the giving of an instruction by means of a relevant system shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Regulations and the giving of such instructions shall be subject to:
  • (a) the facilities and requirements of the relevant system;
  • (b) the extent permitted by the Regulations; and
  • (c) the extent permitted by or practicable under the rules, procedures and practices from time to time of the operator of the relevant system.
• 2.3. In these Articles:
  • 2.3.1. powers of delegation shall not be restrictively construed but the widest possible interpretation shall be given to them and except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other person who is for the time being authorised to exercise it under these Articles or under another delegation of the power;
• 2.3.2. no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and
• 2.3.3. references to "Directors" in the context of the exercise of any power contained in these Articles includes reference to any committee consisting of one or more Directors from time to time, any Director from time to time holding executive office and any local or divisional board, managers or agents of the Company to which or, as the case may be, to whom the power in question has been delegated.
• 2.4. 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. The expression "special notice" shall mean notice given in accordance with the Statutes in any case where special notice of a resolution is required.
• 2.5. Subject as set out in the preceding provisions of this Article 2 and if not inconsistent with the subject or the context in which the word or expression is used, any words or expressions defined in the Act or the Regulations (as the case may be) shall have the same meanings in these Articles, but excluding any statutory modification thereof not in force at the date of adoption of these Articles. In particular, the expressions "operator", "participating issuer", "participating security" and "relevant system" have the same meanings as in the Regulations.
• 2.6. Unless otherwise stated, any reference in these Articles to the provisions of any statute or any regulations subordinate thereto shall extend to and include any amendment or reenactment of or substitution for the same effected by any subsequent statute or regulations.
• 2.7. In these Articles, the headings are inserted for convenience only and shall not affect the construction or interpretation of these Articles.

LIABILITY OF MEMBERS

3. LIABILITY OF MEMBERS

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

NAME

4. CHANGE OF NAME

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

SHARE CAPITAL

5. SHARES

EH8970231.1 6 Every reference in these Articles to shares shall be construed as a reference to the ordinary shares of 50 pence each in the capital of the Company which are designated as shares with either "A" rights or "B" rights or "C" rights as set out in Article 134 below. Notwithstanding anything to the contrary in these Articles, each class of share will have attached to it the

respective rights and privileges and be subject to the respective limitations and restrictions set out in Article 134.

6. REDEEMABLE SHARES AND SHARES WITH SPECIAL RIGHTS

• 6.1. Subject to the Statutes, and without prejudice to any rights attached to any class of shares for the time being in issue, any share may be issued:
  • 6.1.1. on terms that it is, or is liable to be, redeemed at the option of the Company or the holder on such terms and conditions and in such manner as the Directors may, before the allotment of such shares, determine; and
  • 6.1.2. with such preferred, deferred or other rights or subject to such restrictions, whether as regards dividend, return of capital, voting, conversion or otherwise, as the Company may from time to time by ordinary resolution determine.

7. WARRANTS OR OPTIONS TO SUBSCRIBE FOR SHARES

Subject to the Statutes, these Articles, the Market Rules and the requirements of the FCA, the Company may issue warrants or options to subscribe for shares on such terms and subject to such conditions as the Directors may determine.

VARIATION OF RIGHTS

8. MANNER OF VARIATION OF RIGHTS

• 8.1. Whenever the share capital of the Company is divided into different classes of shares, all or any of the rights for the time being attached to any class may, subject to the Statutes, be varied or abrogated:
  • 8.1.1. in such manner (if any) as may be provided by those rights; or
  • 8.1.2. in the absence of such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class (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. To every such separate general meeting, all the provisions of the Statutes and these Articles relating to general meetings of the Company or to the proceedings thereat shall apply mutatis mutandis, except that:

• 8.1.3. no member shall be entitled to receive notice of such meeting or to attend it unless he is a holder of shares of the class in question and no vote shall be given except in respect of a share of that class;
• 8.1.4. the necessary quorum at any such meeting (other than an adjourned meeting) shall be two individuals, being two members present in person (including, for the

avoidance of doubt, a member present through a corporate representative in accordance with Article 75) or by proxy, together holding not less than one third in nominal amount of the issued shares of the class in question (excluding, for the avoidance of doubt, any shares of that class held as treasury shares), unless all the shares of the class are registered in the name of a single member, in which case the quorum shall be that single member, and where a member is present by proxy, he shall be treated as holding only the shares in respect of which that proxy or those proxies are authorised to exercise voting rights;

• 8.1.5. at any adjourned meeting the necessary quorum shall be one individual, being a member present in person or by proxy, holding shares of the class in question (whatever the number of shares held by him);
• 8.1.6. each holder of shares of the class in question present in person or by proxy and entitled to vote may demand a poll;
• 8.1.7. On a show of hands:
  • (a) Subject to Article 75.2.1, every holder of shares of the class in question entitled to vote on the resolution who is present in person has one vote;
  • (b) every proxy present who has been duly appointed by one or more holders of shares of the class in question entitled to vote on the resolution has one vote, unless he has been appointed by more than one such holder and has been instructed by one or more of such holders to vote for the resolution and by one or more others to vote against it, in which case he has one vote for and one vote against the resolution and
• 8.1.8. each holder of shares of the class in question entitled to vote shall, on a poll, have one vote in respect of each share of the class held by him and all or any of the voting rights of such a holder may be exercised by one or more duly appointed proxies provided that, where a member appoints more than one proxy, this does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the holder in person.
• 8.2. For the purposes of Article 8.1.7(b), where a proxy has been allowed, by one or more of the holders of shares of the class in question who appoint him, discretion as to how to vote on a resolution, he is treated as if he has been instructed to vote on that resolution in the way in which he decides to exercise that discretion.
• 8.3. The preceding provisions of this Article 8 shall apply to the variation or abrogation of all or any of the 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 rights of which are to be varied or abrogated.

9. MATTERS NOT CONSTITUTING VARIATION OF RIGHTS

• 9.1. The rights attached to any class of shares shall, unless otherwise expressly provided by the terms of issue of such shares or by the terms on which such shares are for the time being held, be deemed not to be varied or abrogated by:
  • 9.1.1. the creation, allotment or issue of further shares ranking equally in some or all respects with (but not having, in any respect, any priority over) such shares as regards participation in the profits or assets of the Company;
  • 9.1.2. the purchase or redemption by the Company of any of its own shares (whether for cancellation or otherwise) or the cancellation of any of its shares following a reduction of capital approved by the Court under the Statutes;
  • 9.1.3. the transfer or sale by the Company of any shares which it may hold as treasury shares from time to time in accordance with the Statutes; or
  • 9.1.4. the Directors resolving that a class of shares shall become, or the operator of the relevant system permitting such class of shares to be, a participating security.

ALTERATION OF CAPITAL

10. CONSOLIDATION AND SUB-DIVISION OF SHARES

• 10.1. Subject to the Statutes and if so authorised by ordinary resolution, the Company may from time to time:
  • 10.1.1. consolidate, or consolidate and divide, all or any of its share capital into shares of a larger nominal amount than its existing shares; and
  • 10.1.2. sub-divide its shares, or any of them, (whether or not following a consolidation) into shares of a smaller nominal amount than its existing shares and the resolution may determine that, as between the shares resulting from such sub-division, any of them may, as compared with the others, have any such preferred, deferred or other rights, or be subject to any such restrictions, as the Company has power to attach to new shares.
• 10.2. Where any difficulty arises as a result of any consolidation or sub-division pursuant to Article 10.1, the Directors may settle the same as they consider expedient and, in particular, may make such provision as they think fit for any fractional entitlements which may or would arise, including arrangements under which (treating holdings of a member of uncertificated shares and certificated shares of the same class as if they were separate holdings, unless the Directors otherwise determine) they may:
  • 10.2.1. sell fractions of a share to a person (including, subject to the Statutes, the Company) for the best price reasonably obtainable and distribute the net proceeds of sale after deduction of the expenses of sale in due proportion among the persons entitled (except that if the amount due to a person is less than £5.00, or such other

sum as the Directors may from time to time decide, the sum may be retained for the benefit of the Company); or

• 10.2.2. subject to the Statutes, allot or issue to a member, credited as fully paid by way of capitalisation, the minimum number of shares required to round his holding of shares up to a number which, following consolidation and division or sub-division, leaves a whole number of shares (such allotment or issue being deemed to have been effected immediately before consolidation or sub-division, as the case may be).
• 10.3. To give effect to a sale pursuant to Article 10.2.1, the Directors may exercise their powers under Article 35.
• 10.4. If shares are allotted or issued pursuant to Article 10.2.2, the amount required to pay up those shares may be capitalised as the Directors think fit out of amounts standing to the credit of reserves (including a share premium account and capital redemption reserve) or to the credit of profit and loss account, whether or not available for distribution, and applied in paying up in full the appropriate number of shares. A resolution of the Directors capitalising part of the reserves for the purpose set out in Article 10.2.2 shall have the same effect as if the capitalisation had been declared by ordinary resolution of the Company pursuant to Article 115.

SHARES

11. AUTHORITY TO ALLOT

Subject to the Statutes, these Articles and any resolution of the Company in general meeting passed pursuant thereto, the Directors may allot (with or without conferring a right of renunciation), grant options over or otherwise deal with or dispose of in any other way new shares or rights to subscribe for or convert any security into shares to such persons, at such times and on such terms as they think proper, but no share may be issued at a discount. All new shares shall be subject to the Statutes and these Articles with reference to allotment, payment of calls, forfeiture, lien, transfer, transmission and all other matters.

12. COMMISSIONS/BROKERAGE

The Company may, in connection with the issue of any shares, pay commission as permitted by the Statutes, provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Statutes and that the rate of the commission shall not exceed the rate imposed by or by virtue of rules made under the Statutes or, if none is so imposed, 10 per cent. of the price at which the shares in respect of which the commission is paid are issued. The Company may also on any issue of shares pay such brokerage as may be lawful. Any such commission or brokerage may be satisfied by the payment of cash, the allotment of fully or partly paid shares or other securities, the grant of an option to call for an allotment of shares or other securities or any combination of such methods.

13. RENUNCIATION OF ALLOTMENT

The Directors may at any time after the allotment of any share, but before any person has been entered in the Register as the holder of such share, recognise a renunciation thereof by the allottee in favour of some other person and may give to any allottee of a share a right to effect such renunciation on such terms and subject to such conditions as the Directors may think fit to impose.

14. TRUSTS MAY BE RECOGNISED

The Company shall be entitled, but shall not (except as required by the Statutes or these Articles) be bound (even when having express notice of the trust), to recognise in such manner and to such extent as it may think fit any trust(s) in respect of any shares. Notwithstanding any such recognition, the Company shall not be bound to see to the execution, administration or observance of any trust, whether expressed, implied or constructive, in respect of any shares and shall be entitled to recognise and give effect to the acts and deeds of the holders of such shares as if they were the absolute owners thereof. For the purposes of this Article 14, "trust" includes any right or interest (whether equitable, contingent, future, partial or otherwise) in respect of any share, or any fractional part of a share, other than an absolute right of the registered holder to the entirety of the same or, in the case of a share warrant, the rights of the bearer of the warrant for the time being.

EVIDENCE OF TITLE TO SHARES

15. MEMBERS' RIGHTS TO SHARE CERTIFICATES

Subject to Article 17, every person (other than a financial institution in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) whose name is entered as a member in the Register in respect of any certificated share shall be entitled, without payment, to receive a certificate therefor within two months of the date of allotment (or one month after the date of expiration of any right of renunciation, if earlier) or within two months of the lodgement of a transfer or (subject to the foregoing) within such other period as the terms of the issue shall provide.

16. ISSUE OF SHARE CERTIFICATES

Every share certificate shall specify the number, class, nominal value and distinguishing numbers (if any) of the shares to which it relates and the amount paid up thereon. No certificate shall be issued representing shares of more than one class. Share certificates shall be issued under seal (including under securities seal or, in the case of shares on an overseas branch register, an official seal for use in the relevant territory), which may be affixed or printed on it, or shall be otherwise executed in accordance with the Statutes in such manner as the Directors may approve, having regard to the terms of allotment or issue of the certificated shares, the Market Rules and the requirements of the FCA. The Directors may determine, either generally or in particular cases, that any signature on share certificates need not be autographic but may be affixed mechanically, electronically, by laser printing or by such other means or that share certificates need not be signed by any person.

17. JOINT HOLDERS

In the case of a certificated share held jointly by two or more persons, the Company shall not be obliged to issue more than one certificate for such certificated share and delivery of a certificate to one of the joint holders shall be sufficient delivery to all.

18. BALANCE SHARE CERTIFICATES

Where some only of the certificated shares comprised in a share certificate are transferred, the old certificate shall be cancelled and a new certificate for the balance of such shares issued in lieu without charge.

19. REPLACEMENT OF SHARE CERTIFICATES

• 19.1. If any member:
  • 19.1.1. surrenders for cancellation two or more certificates representing certificated shares of any one class held by him and requests the Company to issue a single new certificate representing such shares; or
  • 19.1.2. surrenders for cancellation a share certificate representing certificated shares held by him and requests 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 and on payment by the member of such reasonable fee as the Directors may decide, comply with such request.

• 19.2. If a share certificate has been worn out, damaged or defaced or is alleged to have been lost, stolen or destroyed, a new certificate representing the same shares shall be issued to the holder on request subject to:
  • 19.2.1. 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 as the Directors may decide; and
  • 19.2.2. the payment of such reasonable fee as the Directors may decide.
• 19.3. In the case of shares held jointly by two or more persons, any such request may be made by any one of the joint holders.

20. DELIVERY OF SHARE CERTIFICATE TO BROKER OR AGENT

Delivery of a certificate for certificated shares to a broker or agent acting in regard to the purchase or transfer of shares to which it relates shall be sufficient delivery to the purchaser or transferee, as the case may be.

21. UNCERTIFICATED SHARES

• 21.1. Pursuant and subject to the requirements of the FCA, the Market Rules and the Regulations, the Directors may permit title to shares and securities of any class to be evidenced otherwise than by a certificate, and title to shares and securities of such a class to be transferred by means of a relevant system, and may make arrangements for each share of a class of shares (if all shares of that class are in all respects identical) to become a participating security. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating security. The Directors may also, subject to compliance with the Regulations and the rules of any relevant system, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. For the avoidance of doubt, shares which are uncertificated shares shall not be treated as forming a class which is separate from certificated shares with the same rights.
• 21.2. For so long as a class of shares remains a participating security, no provision of these Articles shall apply or have effect in relation to uncertificated shares of that class to the extent that they are inconsistent in any respect with:
  • 21.2.1. the holding of shares of that class in uncertificated form;
  • 21.2.2. the transfer of title to shares of that class by means of a relevant system; and
  • 21.2.3. the Regulations.
• 21.3. Any share of a class which is at the relevant time a participating security may be changed from an uncertificated share to a certificated share, and from a certificated share to an uncertificated share, in accordance with and subject as provided in the Regulations and the rules of any relevant system.
• 21.4. Unless the Directors otherwise determine or the Regulations or the rules of the relevant system concerned otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.
• 21.5. Where the Company is entitled in terms of the Statutes, the Regulations, the rules, procedures or practices of any relevant system, the Market Rules and the requirements of the FCA to dispose of, forfeit, accept the surrender of, enforce a lien over, re-allot or sell, transfer or otherwise procure the sale of any shares which are held in uncertificated form, the Directors shall have the power (subject to the Statutes, the Regulations, the rules, procedures and practices of the relevant system, the Market Rules and the requirements of the FCA) to take such steps as the Directors consider appropriate, by instruction by means of a relevant system or otherwise, to effect such disposal, forfeiture, surrender, enforcement, re-allotment, sale or transfer and such powers shall (subject as aforesaid) include the right to:
• 21.5.1. request or require the deletion of any computer-based entries in the relevant system relating to the holding of such shares in uncertificated form;
• 21.5.2. alter such computer-based entries so as to divest the holder of such shares of the power to transfer such shares to a person other than the transferee, purchaser or his nominee identified by the Company for this purpose;
• 21.5.3. require any holder of any uncertificated shares, which are the subject of any exercise by the Company of any such entitlement, by notice in writing to the holder concerned, to convert his holding of such uncertificated shares into certificated form within such period as may be specified in the notice prior to completion of any disposal, sale or transfer of such shares or direct the holder to take such steps as may be necessary to sell or transfer such shares; and/or
• 21.5.4. appoint any person to take such other steps in the name of the holder of such shares as may be required to effect the conversion and/or transfer of such shares and such steps shall be as effective as if they had been taken by the registered holder of the uncertificated shares concerned.
• 21.6. The Company shall not issue to any person a certificate in respect of an uncertificated share.

CALLS ON SHARES

22. POWER TO MAKE CALLS

• 22.1. The Directors may from time to time make calls on the members in respect of any moneys unpaid on their shares (whether on account of the nominal value or in respect of any premium) and not by the terms of issue thereof made payable at fixed times. A call shall be made by notice to the member concerned which states when and how the call is to be paid. A call may be made payable by instalments.
• 22.2. A call may, before receipt by the Company of any sum due thereunder, be revoked or postponed in whole or in part if and as the Directors may determine by a further notice in writing to the member concerned.

23. LIABILITY FOR CALLS

Each member shall pay to the Company as required by the notice the amount called on his shares, save that no member is obliged to pay any call before the expiry of 14 clear days from receipt or deemed receipt of the notice making the call. The joint holders of a share shall be jointly and severally liable to pay all calls in respect of such share. A person on whom a call is made shall remain liable to pay the amount called notwithstanding the subsequent transfer of the shares in respect of which the call was made.

24. 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 amount unpaid from and including the day appointed for payment thereof (or such later date as may be specified by the Directors) to the time of actual payment at such rate fixed by the terms of allotment or issue of the share concerned or in the notice of the call, or if no rate is fixed, at the rate (not exceeding without the sanction of the Company given by ordinary resolution, a rate of four per cent. per annum above the base lending rate charged by the Company's bankers (or any of them) for the time being) as the Directors determine, but the Directors shall be at liberty in any case or cases to waive payment of all or part of such interest.

25. DEEMED CALLS

Any amount which, by or pursuant to the terms of allotment or issue of a share, becomes payable on allotment or issue, at any fixed date or on the occurrence of a particular event, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by or pursuant to the terms of allotment or issue, the same becomes payable and in case of non payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

26. POWER TO DIFFERENTIATE BETWEEN HOLDERS

Subject to the terms of allotment or issue, the Directors may, at any time and from time to time, differentiate between the allottees or the holders as to the amount of calls to be paid and the times of payment.

27. PAYMENT OF CALLS IN ADVANCE

• 27.1. 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 in respect of any premium) uncalled and unpaid on the shares held by him and such payment in advance of calls shall extinguish, to that extent, the liability on the shares in respect of which it is made and on the money so received, or on so much thereof as from time to time exceeds the amount then called on such shares. The Company may pay interest at such rate (not exceeding, without the sanction of the Company given by ordinary resolution, a rate of one per cent. per annum above the base lending rate charged by the Company's bankers (or any of them) for the time being) as the member paying such sum and the Directors may agree on the moneys so received (until and to the extent that the same would but for such advance become payable). Sums so paid in advance shall not entitle participation in any dividend.
• 27.2. The Directors may at any time repay moneys paid up in advance of calls on giving to the member not less than 14 clear days' notice in writing.

FORFEITURE, SURRENDER AND LIEN

28. NOTICE ON FAILURE TO PAY A CALL

28.1. 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 give to him not less than 14 clear days' notice in writing requiring payment of the amount unpaid, together with any interest which may have accrued thereon and any costs, charges and expenses incurred by the Company by reason of such non-payment.

28.2. The notice shall specify a further day (not being less than 14 clear days from the date of service of the notice) on or before which the payment required by the notice is to be made, and how the payment is to be made, and shall state that if the amount specified in the notice is not paid in full as required by the notice, the shares on which the call has been made will be liable to be forfeited.

29. FORFEITURE FOR NON-COMPLIANCE

• 29.1. If the requirements of any notice given under Article 28 are not complied with, any share in respect of which such notice has been given may, at any time after such non-compliance and before payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared and other moneys payable 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 under these Articles and, in such case, references herein to forfeiture shall include surrender.
• 29.2. Subject to these Articles, the forfeiture of a share extinguishes:
  • 29.2.1. all interests in that share, and all claims and demands against the Company in respect of it; and
  • 29.2.2. all other rights and liabilities incidental to the share as between the person whose share it was prior to the forfeiture and the Company.
• 29.3. When any share has been forfeited, the Company shall serve notice of the forfeiture on the person who was before forfeiture the holder of the share or the person who was before forfeiture entitled to the share by transmission; but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid. An entry of the fact and date of forfeiture shall be made in the Register.

30. DISPOSAL OF FORFEITED SHARES

• 30.1. Subject to the Statutes, a share which has been forfeited and all rights attaching to it shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture the holder of or entitled thereto or to any other person on such terms and in such manner as the Directors shall think fit in accordance with Article 35.
• 30.2. If the Company sells a forfeited share, the person who held it prior to its forfeiture is entitled to receive from the Company the net proceeds of such sale after payment of the costs of such sale and any other costs of enforcing the Company's rights and excluding any amount which:
  • 30.2.1. was or would have become payable; and

30.2.2. had not, when that share was forfeited, been paid by that person in respect of that share

but no interest is payable to such person in respect of such proceeds and the Company is not required to account for any money earned on them.

30.3. At any time before a sale, re-allotment or disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Any share which has been so forfeited and has not been sold, re-allotted or disposed of shall be cancelled within three years of such forfeiture in accordance with the Statutes.

31. LIABILITY FOLLOWING FORFEITURE

A person whose share has been forfeited shall cease to be a member in respect of such share and shall, if the share is in certificated form, surrender to the Company for cancellation the certificate for such share. Such member shall, notwithstanding the forfeiture, remain liable (unless payment is waived in whole or in part by the Directors) to pay to the Company all moneys which, at the date of forfeiture, were presently payable by him to the Company in respect of the share, together with interest on such sum at such rate as may be fixed by the terms of allotment or issue of the share or in the notice of the call or, if no rate is fixed, at such rate (not exceeding, without the sanction of the Company given by ordinary resolution, four per cent. per annum above the base lending rate charged by the Company's bankers (or any of them) for the time being) as the Directors may determine from and including the date of forfeiture until payment. The Directors may, in their absolute discretion, enforce payment without any allowance for the value of the shares at the time of forfeiture or waive payment in whole or in part.

32. LIEN ON PARTLY PAID SHARES

The Company shall have a first and paramount lien on every share (not being a fully paid share) registered in the name of a member (whether solely or jointly with another person) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share. The Company's lien (if any) on a share shall take priority over any third party's interest in that share and shall extend to any dividend or other amount payable by the Company in respect of it and (if the lien is enforced and the share is sold by the Company) to the proceeds of sale of the share. The Directors may at any time or in a particular case waive any lien which has arisen or declare any share to be exempt wholly or partially from this Article 32.

33. ENFORCEMENT OF LIEN BY SALE

33.1. The Company may exercise its powers under Article 35 and sell in such manner as the Directors think fit any share on which the Company has a lien. No sale shall be made unless:

33.1.1. some sum in respect of which the lien exists is presently payable;

• 33.1.2. a notice in writing shall have been given to the holder for the time being of the share demanding payment of the sum then payable and giving notice of the intention to sell in default of such payment; and
• 33.1.3. not less than 14 clear days have expired after the delivery of such notice and the person to whom such notice was given has failed to comply with it.

34. APPLICATION OF PROCEEDS OF SALE

The net proceeds of any sale pursuant to Article 33, after payment of the costs of such sale and any other costs of enforcing the Company's rights, shall be received by the Company and applied in or towards payment or satisfaction of the amount in respect of which the lien exists, so far as the same is then payable. Any balance remaining shall (in respect of certificated shares, on surrender to the Company for cancellation of the certificate for the shares sold or the provision of an indemnity as to any lost or stolen or destroyed certificate required by the Directors), subject to a like lien for amounts not presently payable as existed on the shares before the sale, be paid to the person entitled to the shares immediately before the sale. No interest is payable to such person in respect of such proceeds and the Company is not required to account for any money earned on them.

COMPULSORY SALE POWERS

35. POWERS OF SALE

The Directors may exercise the powers conferred on them by this Article 35 only when they are empowered to do so pursuant to any of Articles 10.3, 30, 33 and 46. The Directors may, if necessary, authorise some person to execute an instrument of transfer of a certificated share on behalf of the holder of (or the person entitled by transmission to) the share to any person. The Directors may, if necessary, exercise any of the powers conferred on the Company by Article 21.5 to effect the transfer of an uncertificated share on behalf of the holder of (or the person entitled by transmission to) the share to any person. In either case, the transfer shall be as effective as if it had been made by the holder of (or the person entitled by transmission to) the share and the Company may receive the consideration (if any) for the disposal and may register the transferee as the holder of the share.

36. EVIDENCE OF DUE FORFEITURE AND SALE

A statutory declaration in writing by a Director or the Secretary that a share has been forfeited or sold pursuant to these Articles and stating the date on which it was forfeited or sold shall, against all persons claiming to be entitled to the share, be conclusive evidence of the facts stated therein. Such declaration shall (subject, if necessary, to the execution of an instrument of transfer) constitute a good title to the share and the person to whom the share is sold, re-allotted or otherwise disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.

TRANSFER OF SHARES

37. FORM OF TRANSFER

• 37.1. Subject to these Articles, any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form approved by the Directors. The instrument of transfer of a share shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee.
• 37.2. Subject to these Articles, an uncertificated share may be transferred in accordance with the Regulations and the rules of any relevant system.
• 37.3. A transferor shall remain the holder of the share concerned (whether a certificated share or an uncertificated share) until the name of the transferee is entered in the Register as the holder of that share.

38. RIGHT TO DECLINE REGISTRATION OF TRANSFERS OF CERTIFICATED SHARES

• 38.1. Subject to Article 70, the Market Rules and the requirements of the FCA, the Directors may refuse to register the transfer of a certificated share which is not fully paid provided that this power will not be exercised so as to disturb the market in the shares.
• 38.2. Subject to Article 70, the Market Rules and the requirements of the FCA, the Directors may also refuse to register the transfer of a certificated share or a renunciation of a renounceable letter of allotment (except where to do so would disturb the market in the shares) unless all of the following conditions are satisfied:
  • 38.2.1. it is in respect of only one class of share;
  • 38.2.2. it is in favour of a single transferee or renouncee or not more than four joint transferees or renouncees;
  • 38.2.3. it is duly stamped (if required); and
  • 38.2.4. it is delivered for registration to the registrar's office or such other place as the Directors have specified, accompanied by the certificate(s) for the shares to which it relates (except in the case of a transfer by a financial institution where a certificate has not been issued or in the case of a renunciation) and such other evidence as the Directors may reasonably require to prove the title of the transferor or person renouncing and the due execution by him of the transfer or renunciation or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so.
• 38.3. If the Directors refuse to register the transfer of a certificated share, the Directors shall, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the purported transferee, together with the reasons for the refusal and the Directors shall provide the purported transferee with such further information about the reasons for the refusal as the purported transferee may reasonably request.

39. REGISTRATION OF TRANSFERS OF UNCERTIFICATED SHARES

• 39.1. Subject to the Statutes, the Market Rules and the requirements of the FCA, the Company shall register a transfer of title to any uncertificated share or any renounceable right of allotment of a share which is a participating security held in uncertificated form in accordance with the Regulations, but so that the Directors may refuse to register such a transfer in favour of more than four persons jointly or in any other circumstance permitted by the Regulations (except where to do so would disturb the market in the shares).
• 39.2. If the Directors refuse to register the transfer of an uncertificated share or of any such uncertificated renounceable right of allotment of a share, the Directors shall, as soon as practicable and in any event within two months after the date on which the transfer instruction relating to such transfer was received by the Company, send notice of the refusal to the purported transferee together with the reasons for the refusal, and the Directors shall provide the purported transferee with such further information about the refusal as the purported transferee may reasonably request.

40. NO FEE ON REGISTRATION

No fee will be charged by the Company in respect of the registration of any transfer of a share or the renunciation of a renounceable letter of allotment or instruction or other document relating to or affecting the title to a share or otherwise for making any other entry in the Register.

41. RETENTION OF TRANSFERS

All instruments of transfer which are registered shall, subject to Article 127, be retained by the Company but any instrument of transfer which the Directors refuse to register shall (except where fraud or any other crime involving dishonesty is suspected in relation to such transfer) be returned to the person lodging it when notice of the refusal is given.

TRANSMISSION OF SHARES

42. TRANSMISSION OF SHARES

If shares held by a member are transmitted by operation of law, the person or persons entitled by transmission shall be the only persons recognised by the Company as having any title to his interest in the shares. However, nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.

43. ELECTION BY PERSON ENTITLED BY TRANSMISSION

43.1. Subject to Article 42, any person becoming entitled to a share by transmission may (subject as hereinafter provided) on supplying to the Company such evidence as the Directors may from time to time reasonably require to show his title to the share, elect either to: (i) be registered as holder of the share in either a personal or representative capacity; or (ii) transfer such share to some other person nominated by him. If he elects to become

registered himself, he shall give notice in writing to the Company to that effect. If he elects to transfer such share to another person, he shall:

• 43.1.1. if such share is a certificated share, execute an instrument of transfer of the share in favour of that person; or
• 43.1.2. if such share is an uncertificated share, either procure that instructions are given by means of the relevant system to effect the transfer of the share to that person or change the share to a certificated share and transfer it in accordance with Article 43.1.1.
• 43.2. All the provisions of these Articles relating to the transfer and the registration of shares shall apply to any such notification or transfer or instruction (as the case may be) which shall be treated as if it were a transfer executed or instruction given (as the case may be) by the member registered as the holder of any such share.
• 43.3. The Directors may at any time require a person to make the election referred to in Article 43.1 to be registered himself or to transfer the share and if the requirements are not complied with within 90 days of being issued, the Directors may withhold payment of all dividends and other moneys payable in respect of the share until the requirements have been met.

44. RIGHTS OF PERSONS ENTITLED BY TRANSMISSION

Save as otherwise provided by these Articles, a person becoming entitled to a share by transmission (on supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall have the rights, including rights as to dividends and other moneys payable in respect of the share, to which he would be entitled if he were the holder of the share, except that he shall not before being registered as the holder of the share be entitled in respect of it to receive notice of, attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares.

SHARE WARRANTS

45. SHARE WARRANTS

• 45.1. The Company may, with respect to any of its fully paid certificated shares, issue a warrant to bearer stating that the bearer of the warrant is entitled to the shares specified in the warrant, and may provide (by coupons or otherwise) for the payment of future dividends on the shares included in such warrant.
• 45.2. A share warrant shall entitle the bearer of the same to the shares included in it. Those shares may be transferred by the delivery of the share warrant and these Articles regarding the transfer and transmission of shares shall not apply to the same. Each share warrant shall be issued under seal (including under securities seal or, in the case of shares on an overseas branch register, an official seal for use in the relevant territory) or in such other manner as the Directors may approve.
• 45.3. The Directors shall be entitled to accept a certificate (in such form and from such person as the Directors may approve) to the effect that a specified person is shown in the records of the person issuing such certificate as being entitled to the shares comprised in a specified share warrant as sufficient evidence of the facts stated in such certificate. The Directors shall also be entitled to treat the deposit of such certificate at the registrar's office (or any other place specified from time to time by the Directors) as equivalent to the deposit there of the share warrant, and may allot to the person named in such certificate any shares to which the bearer of the share warrant referred to in such certificate may be entitled. The right of the allottee to the allotment shall not, after any such allotment, be questioned by any person.
• 45.4. The Directors may determine, and from time to time vary, the conditions on which share warrants shall be issued, including those:
  • 45.4.1. on which a new share warrant or coupon will be issued in the place of one worn out, damaged or defaced, or one alleged to have been lost, stolen or destroyed (but no new share warrant may be issued to replace one that is alleged to have been lost unless the Directors are satisfied beyond reasonable doubt that the original share warrant has been destroyed);
  • 45.4.2. on which (subject as set out below) the bearer of a share warrant shall be entitled to receive notice of and to attend and vote at general meetings;
  • 45.4.3. on which dividends will be paid; and
  • 45.4.4. on which a share warrant may be surrendered and the name of the holder entered in the Register in respect of the shares specified in such share warrant.

The conditions for the time being in force relating to share warrants (whether made before or after the issue of any particular share warrant) shall apply to the bearer of a share warrant unless stated to the contrary in any such conditions or in these Articles.

45.5. Subject to any terms and conditions for the time being in force relating to share warrants and except as specifically stated to the contrary in these Articles, the bearer of a share warrant may at any time deposit the share warrant at the registrar's office (or at such other place as the Directors may from time to time nominate). So long as the share warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company or of any class of member of the Company, of giving notice of intention to submit a resolution to a meeting and of attending and voting, giving a proxy and exercising the other privileges of a member, at any meeting held after the expiry of 48 hours from the time of deposit, as if his name were inserted in the Register as the holder of the shares included in the deposited share warrant. If a share warrant is deposited elsewhere than at the registrar's office (or such other place as the Directors have nominated), the depositor must obtain from the person with whom the same is deposited a certificate of such deposit in such form as the Directors may require specifying the share warrant and the number of shares included in that share warrant and must lodge the certificate of deposit at the registrar's office (or such other place as the Directors have nominated) at least 48 hours before the time of the meeting at which the depositor desires to attend or to be represented. Not more than one person shall be recognised as a depositor of any share warrant. Every share warrant which shall have been so deposited shall remain so deposited until after the closing of the meeting (or any adjournment thereof) at which the depositor desires to attend or to be represented.

45.6. Except as specifically stated to the contrary in these Articles or in the terms and conditions for the time being in force relating to share warrants, no person shall, as the bearer of a share warrant, be entitled to sign a requisition for calling a meeting of the Company or of any class of member of the Company or to give notice of intention to submit a resolution to a meeting or attend or vote or give a proxy or exercise any other privilege of a member at a meeting of the Company, or at a meeting of any class of member of the Company, or be entitled to receive any notices from the Company. However, the bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the Register as the holder of the shares included in the share warrant, and he shall be deemed to be a member of the Company.

UNTRACED SHAREHOLDERS

46. SALE OF SHARES OF UNTRACED SHAREHOLDERS

• 46.1. The Company may exercise its powers under Article 35 and sell, at the best price reasonably obtainable at the time of sale, the shares of a member, or the shares to which a person is entitled by transmission, if:
  • 46.1.1. during the period of 12 years immediately prior to the notice referred to in Article 46.1.2 being sent at least three dividends (whether interim or final) in respect of those shares have become payable and no dividend in respect of those shares during that period has been claimed;
  • 46.1.2. the Company has sent a notice to the last known postal address the Company has for the holder of, or person entitled by transmission to, the shares or the postal address at which service of notices may be effected under these Articles, giving notice of its intention to sell the shares, the Company being satisfied that prior to sending such notice the Company has made such efforts as it considers reasonable to trace the relevant holder of, or person entitled by transmission to, the shares, which may include employing a professional asset reunification company or other tracing agent;;
  • 46.1.3. during the qualifying period and for three months after sending the notice referred to in Article 46.1.2 above, the Company has not received a communication from the relevant holder of, or person entitled by transmission to, the shares; and.
  • 46.1.4. the Company has given notice to a Regulatory Information Service (as defined in the FCA Handbook) of its intention to make the sale.
• 46.2. The Company shall also be entitled to sell, in the manner provided for in this Article 46, any share (an "additional share") issued during the period or periods of 12 years and three

months in respect of any share to which Article 46.1 applies or in respect of any share issued during such periods, provided that the requirements of:

• 46.2.1. Article 46.1.1, but modified to exclude the words "during the period of 12 years immediately prior notice referred to in Article 46.1.2 being sent";
• 46.2.2. Article 46.1.2, but modified to exclude the words "on or after the expiry of the period referred to in Article 46.1.1"; and
• 46.2.3. Article 46.1.3,

are satisfied in respect of such additional share.

46.3. The net proceeds of sale shall belong to the Company, but the Company shall be obliged to account to the former member or other person previously entitled by transmission to the relevant shares for an amount equal to such net proceeds and shall enter the name of such former member or other person in its books as a creditor for such amount. Such amount shall be a permanent debt of the Company. No trust shall be created in respect of such debt, nor shall any interest be payable in respect of the same. The Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Directors may from time to time think fit.

GENERAL MEETINGS

47. ANNUAL GENERAL MEETINGS

An annual general meeting shall be held in accordance with the Statutes at such time and place as the Directors may determine.

48. OTHER GENERAL MEETINGS

• 48.1. The Directors may whenever they think fit convene a general meeting to be held at such time and place as they may determine. The Directors shall, on requisition in accordance with the Statutes, proceed with proper expedition to convene a general meeting accordingly and if the Directors fail to do so the meeting may be convened by the requisitionists. If at any time there are not within the United Kingdom sufficient Directors to call a general meeting, any Director may convene a general meeting.
• 48.2. If:
  • 48.2.1. the Company has fewer than two Directors; and
  • 48.2.2. the Director (if any) is unable or unwilling to appoint sufficient Directors to make up a quorum or to call a general meeting to do so

then two or more members may call a general meeting (or instruct the Secretary to do so) for the purpose of appointing one or more Directors.

49. CLASS MEETINGS

• 49.1. Subject to Article 49.2 the provisions of these Articles relating to general meetings shall apply, with necessary modifications, to any general meeting of the holders of a separate class of shares ("class meeting").
• 49.2. Notwithstanding that it has been called by less than 14 days' notice, a class meeting shall be deemed to have been duly called if it is so agreed by a majority in number of the members having a right to attend and vote at that meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right (excluding any shares held as treasury shares).

NOTICE OF GENERAL MEETINGS

50. PERIOD OF NOTICE, PERSONS ENTITLED TO RECEIVE NOTICE AND FORM OF NOTICE

• 50.1. Subject to the Statutes, an annual general meeting shall be called by not less than 21 clear days' notice in writing and any other general meeting by not less than 14 clear days' notice in writing.
• 50.2. The notice shall be given to the Auditors, to the Directors and to all members who are entitled under these Articles to receive such notices from the Company.
• 50.3. The Directors may determine that persons entitled to receive notice of meetings are those persons entered on the Register at the close of business on a day determined by the Directors, but if the Company is a participating issuer, the day determined by the Directors may not be more than 21 clear days before the date on which the relevant notice is being sent.
• 50.4. Notice of a general meeting shall be given in hard copy form, in electronic form or by means of a website in accordance with section 309 of the Act, or partly by one such means and partly by another.

51. CONTENTS OF NOTICE

• 51.1. Every notice calling a general meeting shall specify the place and/or electronic platform, date and time of the meeting (including any satellite meeting places arranged in accordance with Article 53 which shall be identified as such). The notice shall state the general nature of the business to be dealt with at the meeting and, in the case of an annual general meeting, the notice shall also specify the meeting as such. In the case of any general meeting at which any resolution is to be proposed as a special resolution, the notice shall include the text of the resolution and specify the intention to propose it as a special resolution. The notice shall also include any statements required to be included by the Statutes.
• 51.2. If the Directors determine that a general meeting shall be held (wholly or partly) as an electronic meeting, the notice of meeting or associated communications shall specify any access, identification, security or other arrangements determined by the Directors or shall

state where details of such arrangements will be made available by the Company prior to the meeting.

52. OMISSION OR NON-RECEIPT OF NOTICE

The accidental omission to give notice of a general meeting or of any resolution intended to be moved at a general meeting or the accidental omission to send any document relating to any general meeting to, or the non-receipt of any such notice or document by, any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting.

53. GENERAL MEETINGS AT MORE THAN ONE PLACE

• 53.1. The Directors may resolve to enable persons entitled to attend a general meeting to do so by attendance and participation (concurrently with the proceedings at the principal meeting place) at any satellite meeting place anywhere in the world and the members present in person or by proxy at satellite meeting places shall be counted in the quorum for and be entitled to speak and vote at the general meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that members attending at each of the meeting places are able to:
  • 53.1.1. communicate to all other persons attending the meeting, during the meeting, any information or opinions which they have on the business of the meeting; and
  • 53.1.2. vote, during the meeting, on any resolution on which they are entitled to vote which is put to the vote at the meeting and that their votes 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.
• 53.2. The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.

PROCEEDINGS AT GENERAL MEETINGS

54. ELECTRONIC MEETINGS

• 54.1. The Directors may resolve to enable persons entitled to attend a general meeting to do so by participation by means of an electronic platform with no persons necessarily in physical attendance together at the meeting. Members participating in person or by proxy by such means shall be counted in the quorum for and be entitled to speak and vote at the general meeting in question, provided that the chairman of the general meeting is satisfied that the member or members participating by electronic means can be identified and are able to:
  • 54.1.1. communicate to all other persons attending the meeting, during the meeting, any information or opinions which they have on the business of the meeting and to have communicated to them any information or opinions which any other person attending the meeting may wish to communicate; and

54.1.2. vote, during the meeting, on any resolution on which they are entitled to vote which is put to the vote at the meeting and that their votes 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,

but under no circumstances shall the inability of one or more attendees to access, or continue to access, the electronic platform for participation in the meeting despite adequate facilities being made available by the Company affect the validity of the meeting or any business conducted at the meeting.

• 54.2. If it appears to the chair of the general meeting that the electronic platform, facilities or security at the electronic meeting have become inadequate for the purposes of holding the meeting then the chair may, without the consent of the general meeting, interrupt or adjourn the general meeting. All business conducted at the general meeting up to the time of that adjournment shall be valid and the provisions of Article 58 shall apply to that adjournment.
• 54.3. If at any general meeting at which persons are entitled to participate by means of an electronic platform, any document is required to be on display or available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that the relevant document is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement.
• 54.4. When deciding whether a person is attending or participating in a meeting other than at a physical location, it is immaterial where that person is or how that person is able to communicate with others who are attending and participating.
• 54.5. Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis.

55. CHAIRMAN

• 55.1. The chairman of the Directors (if any), or in his absence a deputy chairman of the Directors (if any), shall preside as chairman at a general meeting. If neither the chairman of the Directors nor a deputy chairman is present within 15 minutes after the time appointed for holding the meeting and willing to act or if there is no chairman, the Directors present shall choose one of their number to be chairman of the meeting or, if there is only one Director present and willing to act, he shall be chairman of the meeting. If no Director is present within 15 minutes after the time appointed for holding the meeting, or if all the Directors present decline to take the chair, the members present and entitled to vote shall choose one of their number to be chairman of the meeting. If there are two or more deputy chairmen willing to act as chairman of the meeting, Article 100.5 shall apply.
• 55.2. The decision of the chairman on points of order, matters of procedure or arising incidentally out of the business of a general meeting is conclusive, as is the chairman's decision, acting in good faith, on whether a point or matter is of this nature.

55.3. Nothing in these Articles is intended to restrict or exclude any of the powers or rights of a chairman of a meeting which are given by law.

56. QUORUM

No business, other than the appointment of a chairman of the meeting, shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Two individuals, being two members present in person (including, for the avoidance of doubt, a member present through a corporate representative in accordance with Article 75) or by proxy, shall be a quorum for all purposes.

57. LACK OF QUORUM

• 57.1. This Article 57 applies if, within 30 minutes from the time appointed for a general meeting (or such longer interval as the chairman of the meeting may think fit to allow), a quorum is not present, or if during the meeting a quorum ceases to be present.
• 57.2. If the meeting was convened by the Directors, it shall stand adjourned to such other day (being not less than 10 clear days nor more than 28 clear days later) and at such time and place as may have been specified for the purpose in the notice convening the meeting or, if not so specified, as the chairman of the meeting (or, in default, the Directors) may determine. If a quorum is not present within 30 minutes from the time appointed for holding the adjourned meeting, the adjourned meeting shall be dissolved. Article 58.5, 58.6 and 58.7 shall apply to any such adjourned meeting.
• 57.3. If the meeting was convened on the requisition of members, it shall be dissolved

58. ADJOURNMENT

• 58.1. The chairman of any general meeting at which a quorum is present:
  • 58.1.1. may, with the consent of the meeting, adjourn the meeting; and
  • 58.1.2. must adjourn the meeting if directed to do so by the meeting.
• 58.2. Without prejudice to any other power which he may have under these Articles or at common law, the chairman may, without the consent of the meeting, interrupt or adjourn a meeting if he decides that it has become necessary to do so in order to:
  • 58.2.1. secure the proper and orderly conduct of the meeting; or
  • 58.2.2. give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or
  • 58.2.3. ensure the safety of persons attending the meeting; or
  • 58.2.4. ensure that the business of the meeting is properly disposed of.
• 58.3. When adjourning a general meeting, the chairman of the meeting shall:

EH8970231.1 28

• 58.3.1. either specify the time and place and/or electronic platform to which it is adjourned or state that it is adjourned to a time and place and/or an electronic platform to be determined by the Directors; and
• 58.3.2. have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
• 58.4. When a meeting is adjourned under this Article 58 for 28 clear days or more or to a time and place and/or an electronic platform to be determined by the Directors, notice of the adjourned meeting shall be given in like manner as the notice of the original meeting. Save as set out in this Article 58, it shall not be necessary to give any minimum period of notice of a meeting adjourned under this Article 58 or of the business to be transacted at that adjourned meeting.
• 58.5. The chairman of the meeting or the Directors may adjourn a meeting to more than one place and/or an electronic platform and hold such adjourned meeting in accordance with Article 53 (even if the meeting from which the adjournment took place was held in only one place) without having to give notice of the adjourned meeting except as otherwise provided in Article 57 or Article 58.4 (as the case may be).
• 58.6. A meeting may be adjourned in the circumstances set out in Article 57 and this Article 58 notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such member may nevertheless execute a form of proxy for the adjourned meeting which, if delivered by him to the chairman of the meeting or Secretary, shall be valid even though it is given at less notice than would otherwise be required by these Articles.
• 58.7. All business conducted at a general meeting up to the time of adjournment shall be valid. No business shall be transacted at an adjourned meeting except business the general nature of which was stated in the notice of, and might lawfully have been transacted at, the meeting from which the adjournment took place.

59. DIRECTORS' AND NON-MEMBERS' RIGHT TO ATTEND AND SPEAK

• 59.1. Each Director is entitled to attend and speak at any general meeting of the Company (and at all separate meetings of the holders of a class of shares or debentures) irrespective of whether or not he is a member.
• 59.2. The chairman of the meeting may permit other persons, who are not members or otherwise entitled to exercise the rights of members in relation to general meetings, to attend and speak at a general meeting.

60. AMENDMENTS TO RESOLUTIONS

60.1. An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:

• 60.1.1. unless the chairman of the meeting decides otherwise, at least 48 hours before the time appointed for holding the meeting, notice of the amendment and intention to move it has been received by the Company; and
• 60.1.2. the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
• 60.2. A special resolution to be proposed at a general meeting may be amended by ordinary resolution if:
  • 60.2.1. the chairman of the meeting proposes the amendment at the meeting; and
  • 60.2.2. the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
• 60.3. If an amendment shall be proposed to any resolution under consideration, but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the main resolution shall not be invalidated by any error in such ruling. With the consent of the chairman, an amendment may be withdrawn by its proposer before it is voted on.

61. ACCOMMODATION OF MEMBERS AT MEETING

• 61.1. If it appears to the chairman that the principal meeting place or any satellite meeting place is inadequate to accommodate all members entitled and wishing to attend, the meeting is duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that a member who is unable to be accommodated can be identified and is able to:
  • 61.1.1. communicate to all other persons attending the meeting, during the meeting, any information or opinions which he has on the business of the meeting and have communicated to him any information or opinions which any other person attending the meeting may wish to communicate; and
  • 61.1.2. vote, during the meeting, on any resolution on which he is entitled to vote which is put to the vote at the meeting and that his 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.

62. SECURITY AND OTHER ARRANGEMENTS AT MEETING

62.1. The Directors may from time to time make any arrangement and impose any restriction they consider appropriate to ensure the security of a meeting, including requiring evidence as to identity to be produced by a person attending the meeting, searching of a person attending the meeting and restriction of the items of property which may be taken into the meeting place. The Directors may refuse entry to and/or remove from a meeting any person who refuses to comply with these arrangements or restrictions.

62.2. In relation to an electronic meeting, the Directors or the chair of the general meeting may make any arrangement and impose any requirement or restriction as the Directors or the chair shall consider appropriate to ensure the identification of those accessing or participating in the meeting, the security of the electronic platform and any electronic communications, and the orderly conduct of the meeting.

VOTING AT GENERAL MEETINGS

63. METHODS OF VOTING

• 63.1. A resolution put to the vote at an electronic meeting (including in relation to procedural matters) shall be decided on a poll, which poll votes may be cast by such electronic means as the Directors, in their sole discretion, deem appropriate for the purposes of the meeting. Any such poll on resolutions shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates.
• 63.2. Subject to Article 63.1, a resolution put to the vote at any general meeting shall be decided on a show of hands unless a poll is duly demanded. A poll may be demanded in advance of the general meeting where the resolution is to be put to the vote; or at the general meeting before, or on the declaration of, the result of a show of hands on that resolution; or on the withdrawal of any other demand for a poll in accordance with Article 63.3. Subject to the Statutes, a poll may be demanded by:
  • 63.2.1. the chairman of the meeting;
  • 63.2.2. not less than five members present in person or by proxy having the right to vote on the resolution;
  • 63.2.3. 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 on the resolution (excluding, for the avoidance of doubt, any voting rights attached to any shares held as treasury shares), and so that a demand by a proxy counts as a demand by a member representing the voting rights that the proxy is able to exercise; or
  • 63.2.4. a member or members present in person or by proxy holding shares conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding, for the avoidance of doubt, any voting rights attached to any shares held as treasury shares), and so that a demand by a proxy counts as a demand by a member holding the shares to which the voting rights that the proxy is able to exercise are attached.
• 63.3. The chairman of the meeting can also demand a poll before a resolution is put to the vote on a show of hands.
• 63.4. A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the meeting. A demand so withdrawn shall, in the absence of any other

demand for a poll validly made in accordance with this Article 63 and not already withdrawn, validate the result of any show of hands declared before the demand for a poll was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

64. PROCEDURES ON A POLL

• 64.1. If a poll is duly demanded (and the demand is not withdrawn), it shall be taken in such manner (including the use of ballot, electronic voting or voting papers or tickets) as the chairman of the meeting may direct. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
• 64.2. The chairman of the meeting may appoint scrutineers (who need not be members) and may decide how and when the result of the poll is to be declared.

65. TIMING OF A POLL

A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken at such time (being not more than 30 days from the date of the meeting) and place as the chairman of the meeting may direct. No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case, not less than seven clear days' notice shall be given specifying the time and place at which the poll is to be taken. The demand for a poll (other than on the choice of the chairman or on a question of adjournment) 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.

66. VOTING ON A POLL

A person entitled to more than one vote need not use all his votes or cast all the votes he has in the same way.

VOTING RIGHTS

67. VOTES ATTACHING TO SHARES

• 67.1. On a vote on a resolution on a show of hands:
  • 67.1.1. subject to Article 75.2.1, each member entitled to vote on the resolution who is present in person has one vote;
  • 67.1.2. every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote, unless he has been duly appointed by more than one member entitled to vote on the resolution and he has been instructed by one or more of those members to vote for the resolution and by one or more others to vote against it, in which case he has one vote for and one vote against the resolution.
• 67.2. For the purposes of Article 67.1.2, where a proxy has been allowed, by one or more of the members appointing him, discretion as to how to vote on a resolution, he is treated as if he has been instructed to vote on that resolution in the way in which he decides to exercise that discretion.
• 67.3. On a vote on a resolution on a poll:
  • 67.3.1. every member has one vote in respect of each share held by him;
  • 67.3.2. all or any of the voting rights of a member may be exercised by one or more duly appointed proxies provided that, where a member appoints more than one proxy, this does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member in person.
• 67.4. This article is subject to any special rights or restrictions as to voting attached to shares in accordance with these Articles or by the terms on which shares have been allotted or issued.

68. VOTES OF JOINT HOLDERS

In the case of joint holders of a share, the vote of the senior member 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.

69. MEMBER UNDER INCAPACITY

If in the United Kingdom or elsewhere a guardian, receiver or other person (by whatever name called) has been appointed by any court claiming the right or entitlement to exercise powers with respect to the property or affairs of a member on the grounds (howsoever formulated) of mental health, the Directors may in their absolute discretion, on or subject to production of such evidence of the appointment as the Directors may require, permit such guardian, receiver or other person on behalf of such member to vote in person or by proxy at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company.

70. RESTRICTION ON VOTING

• 70.1. Unless the Directors otherwise determine, no member shall be entitled in respect of any share held by him to attend or vote or speak at a general meeting (including a separate meeting of the holders of shares of a particular class) either personally or by proxy, or to exercise any other right conferred by membership in relation to such meetings of the Company, if any call or other sum presently payable by him to the Company in respect of such share remains unpaid. This restriction shall cease to apply when all amounts due (including interest) are paid, together with all costs, charges and expenses incurred by the Company by reason of the non-payment.
• 70.2. Subject to the requirements of the FCA and the Market Rules (where appropriate), if a member, or any other person appearing to be interested in shares held by such member,

has been duly served with a notice under section 793 of the Act (such notice to be served in accordance with Article 118) and is in default for the prescribed period (as defined in Article 70.10.2) in supplying to the Company the information required by such notice, then (unless the Directors otherwise determine) in respect of the relevant shares (as defined in Article 70.3.1), 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 (as defined in Article 70.10.3) or pursuant to Article 70.4.3) be entitled to attend or vote or speak, either personally or by proxy, at a general meeting (including a separate meeting of the holders of shares of a particular class) or to exercise any other right conferred by membership in relation to such meetings. Where, on the basis of information obtained from a member in respect of a share held by him, the Company issues a notice under section 793 of the Act to another person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, does not invalidate or otherwise affect the application of this Article 70.

70.3. In this Article 70:

70.3.1. "relevant shares" means:

• (a) all the shares in the shareholding account in the Register which comprises or includes the default shares; and
• (b) any other shares from time to time held by the member concerned;
• 70.3.2. "default shares" means those shares in relation to which the default referred to in Article 70.2 has occurred and any further shares allotted or issued in right of those shares after the date of the notice under section 793 of the Act; and
• 70.3.3. reference to a person being in default in supplying to the Company the information required by a notice under section 793 of the Act includes:
  • (a) reference to his having failed or refused to give all or any part of it; and
  • (b) reference to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular.
• 70.4. In addition, where the default shares represent not less than 0.25 per cent. of the issued shares of the class in question, the Directors may, in their absolute discretion, by giving notice (a "direction notice") to the member concerned direct that:
  • 70.4.1. the whole or any part of any dividend which would otherwise be payable in respect of the default shares shall be retained by the Company (without any liability to pay interest on such moneys if and when they are fully paid to the member); and/or
  • 70.4.2. all or any shares which would otherwise be issued by the Company in lieu of a cash dividend on the default shares shall be withheld from the member or otherwise retained by the Company (without any liability to pay compensation in

respect of such shares if and when they are finally issued or released to the member); and/or

• 70.4.3. no transfer of any certificated relevant shares shall be registered unless the transfer is an approved transfer (as defined in Article 70.10.3) or:
  • (a) the member is not himself in default as regards supplying the information required; and
  • (b) the transfer is of part only of the member's holding and, when presented for registration, is accompanied by a certificate from the member in a form and substance satisfactory to the Directors to the effect that, after due and careful enquiry, the member is satisfied that none of the shares comprised in the transfer is a default share.

The terms of a direction notice shall apply as soon as it has been given.

• 70.5. For the purpose of enforcing the sanction in Article 70.4.3, the Directors may exercise their powers set out in Article 21.5.
• 70.6. The Company shall send to each other person appearing to be interested in the shares covered by a direction notice a copy of the notice, but the failure or omission by the Company so to do, or the non-receipt by each person of the notice, shall not invalidate such notice.
• 70.7. Except as provided in this Article 70, 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 seven days following:
  • 70.7.1. due compliance, to the reasonable satisfaction of the Directors, with the notice referred to in Article 70.2; or
  • 70.7.2. if earlier, the transfer of any relevant shares by an approved transfer or in accordance with Article 70.4.3 (but only in relation to the relevant shares so transferred).

The Directors shall notify promptly in writing the member concerned if the direction notice ceases to have effect pursuant to Article 70.7.1.

• 70.8. Where default shares in which a person appears to be interested are held by a Depositary, this Article 70 shall be treated as applying only to those shares held by the Depositary in which such person appears to be interested and not (insofar as such person's apparent interest is concerned) to any other shares held by the Depositary.
• 70.9. Where the member on which a notice under section 793 of the Act is served (in accordance with Article 118) is a Depositary acting in its capacity as such, the obligations of the Depositary as a member of the Company shall be limited to disclosing to the Company such information relating to any person appearing to be interested in the shares held by it as has

been recorded by it pursuant to the arrangements entered into by the Company or approved by the Directors pursuant to which it was appointed as a Depositary.

• 70.10. For the purposes of this Article 70:
  • 70.10.1. 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 section 793 of the Act and either:
    • (a) the member has named such person as being so interested; or
    • (b) (after taking into account the response of the member to such 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;
  • 70.10.2. the "prescribed period" is 14 days from the date of service of the notice under section 793 of the Act;
  • 70.10.3. a transfer of shares is an "approved transfer" if:
    • (a) it is a transfer of shares to an offeror by way of, or pursuant to, acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or
    • (b) 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 the London Stock Exchange or any other stock exchange or recognised investment exchange outside the United Kingdom on which the Company's shares are normally traded). For the purposes of this Article (b), any associate (as that term is defined in section 435 of the Insolvency Act 1986) shall be included among the persons who are connected with the member or any person appearing to be interested in such shares;
  • 70.10.4. "interested" shall be construed as it is for the purpose of section 793 of the Act; and
  • 70.10.5. "Depositary" means a custodian or other person (or a nominee for such custodian or other person) appointed under contractual arrangements with the Company or other arrangements approved by the Directors whereby such custodian or other person or nominee holds or is interested in shares in the capital of the Company or rights or interests in shares in the capital of the Company and issues securities or other documents of title or otherwise evidencing the entitlement of the holder thereof to or to receive such shares, rights or interests, provided and to the extent that such arrangements have been approved by the Directors for the purpose of these Articles; and shall include, where approved by the Directors, the trustees

(acting in their capacity as such) of any employees' share scheme established by the Company or any other scheme or arrangement principally for the benefit of employees or those in the service of the Company and/or its subsidiaries or their respective businesses and the managers (acting in their capacity as such) of any investment or savings plan which in each case the Directors have approved.

70.11. This Article 70 is in addition to, and shall not limit or restrict any powers available under, the Statutes.

71. VALIDITY AND RESULT OF VOTE

• 71.1. No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is tendered, every vote not disallowed at such meeting shall be valid for all purposes and every vote not counted which ought to have been counted shall be disregarded. Any objection shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.
• 71.2. If any votes shall be counted which ought not to have been counted, or which might have been rejected or are not counted which ought to have been counted, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting or at any adjournment thereof, and not in that case unless it shall in the opinion of the chairman of the meeting be of sufficient magnitude to vitiate the result of the voting.
• 71.3. Unless a poll is duly demanded, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, (or an entry to that effect in the minute book) shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.

PROXIES AND CORPORATE REPRESENTATIVES

72. IDENTITY OF PROXY

A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Unless the Directors otherwise determine, when two or more valid but differing appointments of proxy are delivered for the same share for use at the same meeting, the one which was signed last shall be treated as replacing and revoking the others as regards that share. If in such circumstances (where the Directors have not so otherwise determined) the Company is unable to determine which form of proxy was signed last, none of them shall be treated as valid in respect of that share.

73. FORM OF PROXY

73.1. The Directors may at the expense of the Company send or make available invitations to appoint a proxy to members by post or by electronic means or otherwise (with or without provision for their return prepaid) for use at any general meeting or at any separate meeting of the holders of any class of shares, either in blank or nominating in the alternative any one or more of the Directors or any other person. If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company's expense, they shall be issued to all of the members entitled to be sent a notice of the meeting and to vote at it (and not some only). The accidental omission to send or make available such an appointment of proxy or give such an invitation to, or the non-receipt thereof by, any member entitled to attend and vote at a meeting shall not invalidate the proceedings of that meeting.

• 73.2. An appointment of a proxy shall:
  • 73.2.1. be in writing;
  • 73.2.2. state the name and address of the member appointing the proxy;
  • 73.2.3. identify the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed;
  • 73.2.4. if not in electronic form, be:
    • (a) executed by the appointor or his attorney; or
    • (b) in the case of a member which is a body corporate, either sealed with its common seal or signed on its behalf by a director or an attorney or other person duly authorised by the body corporate;
  • 73.2.5. if in electronic form, be submitted by or on behalf of the appointor, subject to such terms and conditions and authenticated in such manner as the Directors may in their absolute discretion determine; and
  • 73.2.6. be delivered to the Company in accordance with these Articles and any instructions contained in the notice of the general meeting to which it relates.
• 73.3. A member may specify, in the appointment of proxy or otherwise, how his proxy is to vote (or that the proxy is to abstain from voting) on one or more resolutions. Unless the member specifies otherwise, his proxy shall be treated as having discretion as to how to vote on any ancillary or procedural resolutions put to the meeting. There is no obligation on the Company to check whether a proxy votes in accordance with any instructions specified by the member who appoints him, and no failure by a proxy to vote in accordance with such instructions shall vitiate the result of any vote on a resolution.
• 73.4. An appointment of a proxy may specify how the proxy is to vote (or that the proxy is to abstain from voting) on one or more resolutions. Unless an appointment of proxy specifies otherwise, it shall be treated as allowing the proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting.
• 73.5. The Directors may require appointments of proxy to be delivered in a particular form and may specify different forms for different purposes.
• EH8970231.1 38 73.6. Without limiting the foregoing, in relation to uncertificated shares, the Directors may from time to time permit appointments of a proxy to be made in the form of an Uncertificated Proxy

Instruction (that is an instruction or other notification, which is sent by means of the relevant system concerned and received by 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 concerned)); and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. The Directors may, in addition, prescribe the method of determining the time at which any such instruction (or other notification) is to be treated as received by the Company or such participant. The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.

73.7. Where an appointment of proxy is executed or submitted on behalf of the appointor by an attorney or, on behalf of a member being a body corporate, by a person on its behalf, the letter or power of attorney or other authority, or a notarially certified copy thereof (or a copy certified in some other way approved by the Directors), must (failing previous registration with the Company) be deposited with the appointment of proxy pursuant to Article 74, failing which the appointment may be treated as invalid.

74. DEPOSIT OF PROXY

• 74.1. Subject to Articles 74.2 and 74.3, an appointment of proxy must be delivered to a proxy notification address not less than 48 hours (or such shorter time as the Directors may determine) before the general meeting or adjourned meeting at which the proxy proposes to vote.
• 74.2. In the case of a poll taken more than 48 hours after it is demanded, an appointment of proxy must be delivered to a proxy notification address not less than 24 hours (or such shorter time as the Directors may determine) before the time appointed for the taking of the poll.
• 74.3. In the case of a poll not taken during the meeting but taken not more than 48 hours after it was demanded, an appointment of proxy must have been delivered in accordance with Article 74.1 prior to the meeting at which the poll was demanded or be delivered at that meeting to the chairman of the meeting, the Secretary or any Director.
• 74.4. For the purposes of this Article 74, a proxy notification address is:
  • 74.4.1. an address specified for that purpose in or by way of note to the notice convening the meeting, or in any form of appointment of proxy sent out by the Company in relation to the meeting, or in any invitation to appoint a proxy issued by the Company in relation to the meeting; or
  • 74.4.2. in the case of an appointment in electronic form, an address specified by the Company for that purpose either generally or specifically; or
  • 74.4.3. in the case of an appointment not in electronic form, the registrar's office.
• 74.5. In calculating when an appointment of proxy is to be received, no account is to be taken of any part of a day that is not a working day unless the Directors determine otherwise pursuant to Article 74.1 or Article 74.2.
• 74.6. An appointment of proxy which is not received in accordance with this Article 74 shall be invalid. An appointment of proxy will be valid for any adjournment of a meeting to which it relates, unless it is stated on the relevant appointment that the proxy cannot be used at any such adjournment. If an appointment of proxy relates to more than one meeting (including any adjournment of any meeting) and has been received as required by this Article 74 for or in respect of one of those meetings, it will be valid for all subsequent meetings to which it relates and need not be re-delivered. Such an appointment of proxy shall not be valid for more than 12 months after its date of execution. Delivery of an appointment of proxy does not prevent a member attending and voting in person at the meeting or at an adjournment of the meeting or on a poll.

75. BODY CORPORATES ACTING BY REPRESENTATIVES

• 75.1. Any body corporate which is a member of the Company may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or of any class of members of the Company. Such body corporate shall for the purposes of these Articles be deemed to be present in person at any such meeting if one or more persons so authorised is present thereat and all references to attendance and voting in person shall be construed accordingly.
• 75.2. A person so authorised shall be entitled to exercise (on behalf of the body corporate) the same powers as the body corporate could exercise if it were an individual member of the Company, save that where a body corporate authorises more than one person:
  • 75.2.1. on a vote on a resolution on a show of hands at a meeting, each authorised person has one vote if the body corporate is entitled to vote on the resolution; and
  • 75.2.2. where Article 75.2.1 does not apply, where more than one authorised person purport to exercise a power on behalf of the body corporate in respect of the same shares:
    • (a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in the same way;
    • (b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.
• 75.3. A Director or the Secretary of the Company (or a person so authorised by a Director or the Secretary) may demand the representative of the body corporate which he represents to provide a certified copy of, or a certificate under the hand of a director or the secretary of the body corporate or such other authorised signatory of the relevant body corporate as the Directors deem appropriate, evidencing the passing of the authorising resolution and the representative shall not be entitled to exercise the powers conferred on him by these Articles unless and until any such demand has been satisfied.

There is no obligation on the Company to check whether a representative of a body corporate votes in accordance with any instructions specified by the body corporate who appoints him, and no failure by such a representative to vote in accordance with such instructions shall vitiate the result of any vote on a resolution.

76. REVOCATION OF PROXY OR CORPORATE REPRESENTATIVE

• 76.1. The previous termination of the appointment of a proxy or of the authorisation of a representative of a body corporate shall not affect:
  • 76.1.1. whether he counts in deciding whether a quorum is present at a meeting; or
  • 76.1.2. the validity of anything he does at a meeting, including any vote cast or any poll demanded by him; or
  • 76.1.3. the validity of any vote cast by him on a poll demanded at the meeting but not taken at the meeting;

unless notice in writing of such termination has been received by the Company at least one hour before the commencement of the meeting or adjourned meeting or, in the case of a vote cast on a poll which is not taken at, or on the same day as, the meeting or adjourned meeting, one hour before the time appointed for the taking of the poll.

• 76.2. For the purposes of Article 76.1, "termination of the appointment of a proxy or of the authorisation of a representative of a body corporate" includes:
  • 76.2.1. the death or insanity of the principal;
  • 76.2.2. the transfer of the shares in respect of which he is appointed; and
  • 76.2.3. the revocation of the appointment of the proxy or of the authority under which he is appointed or, in the case of a body corporate, the revocation of the appointment of its authorised representative.

DIRECTORS

77. NUMBER OF DIRECTORS

Unless otherwise determined by ordinary resolution of the Company, the Directors (other than alternate Directors) shall not be less than two and there shall be no maximum number.

78. NO SHARE QUALIFICATION

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

79. DIRECTORS' REMUNERATION

EH8970231.1 41 The ordinary remuneration of the Directors (other than any Director who holds any executive office, including for this purpose the office of chairman or deputy chairman where such office is held in an executive capacity, or employment with the Company or any associated company, entitling him to remuneration under any agreement and who is not thereby entitled to any fees as a Director) shall not exceed in aggregate £150,000 per annum (or such other amount as may from time to time be determined by ordinary resolution of the Company) subject to annual upward adjustment on first January in each year by reference to the percentage rate of change in the Retail Price Index maintained by the Department of Trade in respect of the preceding twelve-month period. Such remuneration shall be deemed to accrue from day to day and shall be divisible among the Directors in such proportion and manner as the Directors may determine.

80. DIRECTORS' ADDITIONAL REMUNERATION

Any Director who holds any executive office (including for this purpose the office of chairman or deputy chairman where such office is held in an executive capacity), or employment with the Company or any associated company, 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 remuneration or benefits by way of salary, commission, participation in profits or otherwise, in addition to or in substitution for his ordinary remuneration as a Director, as the Directors or any committee of the Company authorised by the Directors may determine, and such additional remuneration or benefits shall not be taken into account for the purposes of the limitation contained in Article 79.

81. DIRECTORS' EXPENSES

Each Director may be paid or repaid his travelling, hotel and other expenses properly and reasonably incurred in attending and returning from meetings of the Directors or any committees of the Directors or general meetings of the Company or otherwise properly and reasonably incurred by him in connection with the business of the Company.

82. RETIREMENT AND OTHER BENEFITS

• 82.1. The Directors shall have power:
  • 82.1.1. to pay pension, retirement, superannuation, death and/or disability benefits, annuities and other emoluments to (or to any person in respect of) any person who is or was a Director or officer or employee of the Company or any associated company and in each case, for his benefit or for the benefit of any member of his family, including a spouse or former spouse, or a person who is or was dependent on him; and
  • 82.1.2. for the purpose of providing any benefits referred to in Article 82.1.1, to establish and/or to contribute to any scheme or fund or to pay premiums (whether such contributions are made by the Company alone or by any other person or persons).

83. DIRECTORS' INTERESTS

83.1. Pursuant to section 175 of the Act, the Directors may authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director 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. Any such authorisation shall be subject to such conditions or limitations as the Directors may determine, whether at the time such authorisation is given or subsequently, and may be terminated by the Directors at any time. Neither the Director in question nor any other interested Director shall vote on (or, if he does vote, his vote shall not be counted), or be counted in the quorum at a meeting in relation to, any resolution of the Directors concerning any such authorisation. Pursuant to section 175(3) of the Act, no such authorisation is required in relation to a conflict of interest arising in relation to a transaction or arrangement with the Company and accordingly this Article 83.1 does not apply in those circumstances.

• 83.2. A Director, notwithstanding his office, may be or become a director or other officer of, or hold any place of profit in, or act in a professional capacity for, or otherwise be interested in, any associated company. A Director who is a director or other officer of, or otherwise interested in, any associated company is authorised to act subject to any guidance from time to time issued by the Directors for dealing with conflict situations arising in relation to associated companies or any of them. The Directors may exercise any voting rights exercisable by the Company in any associated company in such manner and in such respects as they think fit, including voting in favour of any resolution appointing them or any of their number directors or officers of any associated company or voting or providing for the payment of remuneration to the directors or officers of any associated company.
• 83.3. Where a Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company and the matter constituting or giving rise to such conflict or potential conflict has been authorised by the Directors pursuant to Article 83.1 or by the Company, or is otherwise permitted by this Article 83, subject to the terms on which any authorisation has been given:
  • 83.3.1. the Director in question need not disclose to or use for the benefit of the Company any information relating to the relevant matter which he obtains or has obtained otherwise than as a Director or employee of the Company and in respect of which he owes a duty of confidentiality to a person other than the Company;
  • 83.3.2. the Director in question shall not (unless it is otherwise agreed) be liable to account to the Company for any profit, remuneration or other benefits realised or receivable by him in consequence of the relevant matter and no contract, transaction or arrangement relating thereto shall be liable to be avoided on the grounds of his conflict of interests;
  • 83.3.3. the Director in question need not consider board papers, nor participate in discussion of the Directors, relating to the relevant matter;
  • 83.3.4. any Director may act in any way authorised by any guidance for dealing with conflicts of interest issued by the Directors from time to time.
• 83.4. For the purpose of this Article 83, a conflict of interests includes a conflict of interest and duty and a conflict of duties.

83.5. Where a Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company, the duties which the Directors owe to the Company shall not be infringed by anything done (or omitted) by the Directors, or any of them, in accordance with this Article 83.

84. EXECUTIVE DIRECTORS

• 84.1. The Directors may from time to time appoint one or more of their body to hold any executive office (including, where considered appropriate, the office of chairman or deputy chairman) on such terms and for such period as they may (subject to the Statutes, the Market Rules and the requirements of the FCA) determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke any such appointment. Subject to the Statutes, the Directors may enter into an agreement or arrangement with any Director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a Director. The Directors may, without limiting or prejudicing in any way the terms of any contract entered into in any particular case, at any time revoke or vary the terms of any such appointment. A Director appointed to an executive office shall not cease to be a Director merely because his appointment to such executive office terminates.
• 84.2. The appointment of any Director to any executive office shall automatically terminate 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.

85. DELEGATION OF POWERS

Without prejudice to the power to delegate under Article 102, the Directors may entrust to and confer on any Director any of the powers exercisable by them as Directors on 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.

86. DESIGNATION OF NON-DIRECTORS

The Directors may from time to time appoint any person to an office of employment having a designation or title including the word "director" or attach to any existing office of employment with the Company such a designation or title and may at any time terminate any such appointment or the use of any such designation or title. The inclusion of the word "director" in the designation or title of such office of employment with the Company shall not imply that the holder thereof is a Director nor shall such holder thereby be empowered in any respect to act as a Director or be deemed to be a Director for any of the purposes of the Statutes or these Articles.

87. ALTERNATE DIRECTORS

87.1. Any Director (other than an alternate Director) shall have the power at any time to appoint as his alternate, to exercise his powers and carry out his responsibilities during his absence (whether for a limited or an unlimited term), either another Director or any other person approved for that purpose by a resolution of the Directors and, at any time, to terminate such appointment. Any such alternate is referred to in these Articles as an alternate Director.

• 87.2. Any appointment or removal of an alternate Director shall be by notice in writing to the Company or tendered at a meeting of the Directors, signed by the appointing Director, and shall take effect on receipt of such notice. In the case of an appointment, the notice shall contain a statement signed by the proposed alternate that he is willing to act as the alternate of his appointor.
• 87.3. The appointment of an alternate Director shall automatically determine on the happening of any of the following events:
  • 87.3.1. if his appointor shall terminate the appointment by notice in writing to the Company or tendered at a meeting of the Directors specifying when it is to terminate;
  • 87.3.2. on the happening of any event which, if he were a Director, would cause him to vacate the office of Director;
  • 87.3.3. if by notice in writing to the Company or tendered at a meeting of the Directors he shall resign such appointment; and
  • 87.3.4. if his appointor shall cease for any reason to be a Director otherwise than by retiring and being re-appointed at the same meeting.
• 87.4. An alternate Director shall (subject to his giving to the Company the information it needs to communicate with him) be entitled to receive notice of meetings of the Directors and of any committee of the Directors of which his appointor is a member and to attend and, in place of his appointor, to vote and be counted for the purpose of a quorum at any such meeting at which his appointor is not personally present and generally to perform all functions as a Director of his appointor in his absence.
• 87.5. A Director or any other person may act as an alternate Director to represent more than one Director and an alternate Director shall be entitled at meetings of the Directors or any committee of the Directors to one vote for every Director whom he represents at that meeting in addition to his own vote (if any) as a Director, but he will only be counted once for any quorum requirements.
• 87.6. An alternate Director may be paid or repaid by the Company such expenses as might properly have been paid or repaid to him if he had been a Director but shall not in respect of his office of alternate Director be entitled to receive any remuneration from the Company except such part of his appointor's remuneration as his appointor may direct by notice in writing to the Company. An alternate Director shall be entitled to be indemnified by the Company to the same extent as if he were a Director.
• 87.7. An alternate Director shall, except as provided in these Articles and as regards power to appoint an alternate, be subject to these Articles with regard to Directors. An alternate Director shall, during his appointment, be an officer of the Company and shall not be deemed to be an agent of his appointor and shall alone be responsible for his acts and defaults.

APPOINTMENT AND RETIREMENT OF DIRECTORS

88. VACATION OF OFFICE

• 88.1. A Director shall cease to be a Director on the happening of any of the following events:
  • 88.1.1. he becomes prohibited by law from acting as a director, or shall cease to be a director by virtue of any provision of the Statutes;
  • 88.1.2. not being a Director holding executive office for a fixed period, he resigns by notice in writing to the Company or tendered at a meeting of the Directors or if by notice in writing to the Company or tendered at a meeting of the Directors he offers to resign and the Directors resolve to accept such offer;
  • 88.1.3. having been appointed for a fixed term, the term expires;
  • 88.1.4. he has a bankruptcy order made against him or settles or makes any arrangement or composition with his creditors generally or applies to the court for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
  • 88.1.5. he becomes incapable by reason of illness or injury of managing and administering his property and affairs and the Directors resolve that his office be vacated;
  • 88.1.6. he and his alternate (if any) are absent from meetings of the Directors for the greater of six consecutive months and six consecutive meetings without the consent of the Directors and the Directors resolve that his office be vacated;
  • 88.1.7. having retired pursuant to Article 89, he is not re-appointed as a Director; or
  • 88.1.8. he is removed from office as a Director by notice in writing sent to him at his last known address signed by all his co-Directors, but so that if he holds an appointment to an executive office which thereby automatically determines such removal shall be deemed to be 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 or otherwise.
• 88.2. A resolution of the Directors to the effect that a Director has ceased to be a Director under this Article 88 shall be conclusive as to the facts and reasons for his ceasing to hold office as stated in the resolution.

89. RETIREMENT OF DIRECTORS

89.1. At each Annual General Meeting one third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one third) shall retire from office by rotation. Provided that no Director holding executive office shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire.

89.2. Subject to the provisions of the Statutes, the Directors to retire by rotation shall be those who have been longest in office since their last appointment or re appointment but as between persons who became or were last reappointed Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

90. NOMINATION OF DIRECTORS FOR APPOINTMENT

• 90.1. No person, other than a Director retiring at the meeting, shall be eligible for appointment or re-appointment as a Director at any general meeting unless:
  • 90.1.1. he is recommended by the Directors; or
  • 90.1.2. if the resolution to propose the person for appointment or re-appointment as a Director has been requisitioned by members in accordance with the Statutes, the requisition is accompanied by notice in writing containing all details in relation to the nominee which would be required (in the reasonable opinion of the nominee) to be disclosed pursuant to Article 90.2 and to be included in the Company's register of Directors, and where appropriate, its register of Directors' residential addresses, were the nominee a Director, signed by some member (other than the nominee) duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for appointment, together with notice signed by the person to be proposed of his willingness to be appointed or reappointed.
• 90.2. The names of the persons submitted for appointment or re-appointment shall be accompanied by sufficient biographical details and other relevant information to enable shareholders to make an informed decision on the appointment or re-appointment of such persons.

91. APPOINTMENT OF DIRECTORS

The Company may by ordinary resolution appoint any person who is willing to act and is permitted by law to do so to be a Director. Without prejudice thereto, the Directors shall have power at any time so to do, but so that the total number of Directors shall not thereby exceed any maximum number fixed by or in accordance with these Articles. Any person so appointed by the Directors shall hold office only until the conclusion of business at the next annual general meeting.

92. PROCEDURE IF IN SUFFICIENT DIRECTORS APPOINTED

• 92.1. If:
  • (a) at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of persons eligible for appointment or reappointment as Directors are put to the meeting and lost (such persons who are not so appointed or re-appointed being "Retiring Directors"); and

(b) at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under these Articles,

all Retiring Directors shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose.

92.2. The Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 92.1 and the Retiring Directors shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under these Articles, the provisions of this Article 92 shall also apply to that meeting.

MEETINGS AND PROCEEDINGS OF DIRECTORS

93. CONVENING DIRECTORS' MEETINGS

Subject to these Articles, the Directors may meet together and 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 by giving notice (which need not be in writing) to each Director of the proposed date and time of the meeting and where it is to take place. A Director may waive his entitlement to notice of any meeting either prospectively or retrospectively.

94. QUORUM

The quorum necessary for the transaction of the 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 duly convened 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. Any Director ceasing to be a Director at a meeting of the Directors may continue to act as a Director and be present at the meeting and be counted in the quorum unless and until a Director objects.

95. AUTHORITY TO VOTE

A Director who is unable to attend any meeting of the Directors and who has not appointed an alternate Director may authorise any other Director to vote on his behalf at that meeting; and in that event the Director so authorised shall have a vote for each Director by whom he is so authorised in addition to his own vote, provided that he shall only be counted once in the quorum at the meeting. Any such authority must be in writing and be produced at the meeting at which it is to be used and be left with the Secretary for retention.

96. VIDEO CONFERENCE AND TELEPHONE MEETINGS

Any Director (or his alternate Director) may participate in a meeting of the Directors or a committee of the Directors by means of video conference, conference telephone or other

communications equipment by means of which all persons participating in the meeting can communicate with each other and such meeting shall be deemed to have occurred at the place, if any, where most of the Directors participating are present and otherwise where the chairman of the meeting is present. Participation in a meeting in such manner shall constitute presence in person at such meeting for the purposes of these Articles. The word "meeting" when referring to a meeting of the Directors, or a committee of the Directors, in these Articles shall be construed accordingly.

97. VOTING AT MEETINGS OF THE DIRECTORS

Questions arising at any meeting of the Directors shall be determined by a majority of votes and, subject to these Articles, each Director present shall have one vote. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote unless, in accordance with these Articles, the chairman of the meeting is not permitted to vote on the resolution concerned.

98. RESTRICTIONS ON VOTING

• 98.1. Except as provided in these Articles, a Director shall not vote (or, if he does vote, his vote shall not be counted) on any resolution of the Directors in respect of any contract, arrangement, transaction or any other kind of proposal in which he has a direct or indirect interest unless:
  • 98.1.1. his interest cannot reasonably be regarded as likely to give rise to a conflict of interests; or
  • 98.1.2. the resolution relates to one of the permitted matters listed in Article 98.3 and he has no other interest beyond that indicated in that Article.
• 98.2. A Director shall not be counted as part of the quorum at a meeting in relation to any resolution on which he is not entitled to vote.
• 98.3. The following are permitted matters for the purposes of Article 98.1.2:
  • 98.3.1. any contract, arrangement, transaction or other proposal concerning an offer of shares, debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is, or may be, entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
  • 98.3.2. any contract, arrangement, transaction or other proposal to which the Company is or is to be a party concerning any other body corporate in which he does not, to his knowledge, directly or indirectly, hold an interest in shares (as that term is defined in sections 820 to 825 of the Act) representing one per cent. or more of either any class of the equity share capital (excluding, for the avoidance of doubt, any shares of that class held as treasury shares), or the voting rights (excluding, for the avoidance of doubt, any voting rights attached to shares held as treasury shares), in such body corporate;
• 98.3.3. any contract, arrangement, transaction or other proposal concerning in any way a pension, retirement, superannuation, death and/or disability benefits scheme or fund or employees' share scheme under which he may benefit and which either:
  • (a) has been approved, or is conditional on approval, by the board of HM Revenue and Customs for taxation purposes; or
  • (b) relates both to employees and Directors of the Company (or any associated company) and does not award him any privilege or benefit not generally awarded to the employees to whom such scheme or fund relates; and
• 98.3.4. any contract or other proposal concerning any insurance which the Company is empowered to purchase and/or maintain for or for the benefit of any Directors or for persons including Directors.
• 98.4. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of, or termination of, appointment) of two or more Directors to offices or other positions with the Company or any associated company, the proposals may be divided and considered in relation to each Director separately. In any such case, each of the Directors concerned (if not barred from voting under Article 98.3.2) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
• 98.5. If a question arises at any time as to whether a Director's interest can reasonably be regarded as likely to give rise to a conflict of interests or as to his entitlement to vote or be counted in a quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be conclusive and binding on all concerned, except in a case where the nature or extent of the interest of such Director has not been fairly disclosed.
• 98.6. If a question arises at any time as to whether the interest of the chairman of the meeting can reasonably be regarded as likely to give rise to a conflict of interests or as to the entitlement of the chairman to vote or be counted in a quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be decided by resolution of the Directors or committee members present at the meeting (excluding the chairman) whose majority vote shall be conclusive and binding on all concerned, except in a case where the nature or the extent of the interest of such chairman has not been fairly disclosed.
• 98.7. Subject to the Statutes, the Market Rules and the requirements of the FCA, the Company may by ordinary resolution suspend or relax the provisions of this Article 98 (either generally or to a specific extent) or ratify any transaction not duly authorised by reason of a contravention of this Article.
• 98.8. For the purposes of this Article 98:
• 98.8.1. in relation to an alternate Director, the interest of his appointor is treated as the interest of the alternate Director in addition to an interest which the alternate Director otherwise has, but this does not preclude the alternate Director from voting on behalf of another appointor who does not have such an interest;
• 98.8.2. interests arising solely by virtue of interests in shares, debentures or other securities of, or otherwise in or through, the Company are disregarded; and
• 98.8.3. a conflict of interests includes a conflict of interest and duty and a conflict of duties.
• 98.9. This Article 98 applies to an alternate Director as if he were a Director otherwise appointed.

99. NUMBER OF DIRECTORS BELOW MINIMUM

The continuing Directors or a sole continuing Director may act notwithstanding any vacancies but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with Article 77, the continuing Directors or Director may act only for the purpose of appointing Directors or of calling a general meeting to do so. Any additional Director so appointed by the Directors or Director shall hold office until the conclusion of business at the following annual general meeting of the Company.

100. CHAIRMAN

• 100.1. The Directors may appoint from their number a chairman and a deputy chairman (or two or more deputy chairmen) and may at any time remove any of them from such office. Any chairman or deputy chairman so appointed without any fixed period of office shall, if he be re-appointed as a Director following retirement at any annual general meeting, continue as chairman or deputy chairman (as the case may be) unless the Directors otherwise determine.
• 100.2. A chairman or deputy chairman may hold executive office or employment with the Company.
• 100.3. If, at any meeting of the Directors, the chairman is present and willing to act, he shall chair the meeting. If the chairman is absent or unwilling to act, any deputy chairman present and willing to act shall chair the meeting.
• 100.4. If no chairman or deputy chairman has been appointed or if, at any meeting of the Directors, no chairman or deputy chairman is present and willing to act within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to chair the meeting.
• 100.5. If, at any meeting of the Directors or general meeting, the chairman is absent or unwilling to act and there is more than one deputy chairman present and willing to act, the Directors present shall resolve which one should preside at that meeting, failing which the deputy chairman who was appointed first to that post shall preside. If two deputy chairmen were appointed to that post at the same time, the Directors present shall resolve which of them shall preside and, in the event of an equality of votes, lots shall be cast to decide which of them shall preside.

101. WRITTEN RESOLUTIONS

• 101.1. A resolution in writing signed by such number of the Directors (or, in the case of a committee, such number of the members of such committee) as are for the time being entitled to receive notice of a meeting of Directors or a meeting of that committee and comprise together in number not less than a quorum for a meeting of the Directors or that committee shall be as effective as a resolution duly passed at a meeting of the Directors (or of such committee) duly convened and held and may consist of two or more documents in like form, each signed by one or more Directors or members of the committee concerned. A resolution in writing signed by an alternate Director in the absence of his appointor need not be signed by his appointor and a resolution in writing signed by the appointor need not be signed by the alternate Director in that capacity.
• 101.2. The Company shall keep a record of all effective resolutions in writing of the Directors for at least ten years from the date on which they become effective.

COMMITTEES OF THE DIRECTORS

102. APPOINTMENT AND CONSTITUTION OF COMMITTEES

Subject to these Articles, the Directors may, as they think fit, delegate any of their powers, authorities and/or discretions (including any power, authority and/or discretion relating to the remuneration of Directors) to any committee consisting of one or more Directors and, if thought fit, one or more other persons on such terms as they think fit. Any committee appointed under this Article shall, when exercising any powers, authorities and/or discretions delegated to it, abide by any regulations imposed by the Directors which may then subsist. Any such regulations may also provide for or permit the sub-delegation of powers, authorities and/or discretions by the committee. If any power, authority and/or discretion of the Directors referred to in these Articles has been delegated to a committee (or by a committee to a subdelegate) under this Article 102, any reference in these Articles to the exercise by the Directors of that power, authority and/or discretion shall be interpreted accordingly as if it were a reference to the exercise of the same by that committee (or sub-delegate). For the avoidance of doubt, the delegation by the Directors (or by the committee) shall be construed as having been permitted. The Directors may, if they think fit, provide in such regulations that the Directors may by themselves, either directly or not, exercise such powers, authorities and/or discretions as the delegate under this Article 102 concurrently with such delegation remaining in force. The Directors may at any time revoke the delegation of its powers, authorities and/or discretions and discharge any committee or otherwise alter the terms of the delegation.

103. PROCEEDINGS OF COMMITTEE MEETINGS

The meetings and proceedings of any committee appointed pursuant to Article 102 consisting of two or more members shall be governed mutatis mutandis by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as they are capable of applying and are not superseded by any regulations made by the Directors under Article 102. It is not necessary for a Director who is not a member of a committee to be given notice of any meeting of the committee.

POWERS OF DIRECTORS

104. GENERAL POWERS

The business and affairs of the Company shall be managed by the Directors who, in addition to the powers and authorities expressly conferred on them by these Articles or otherwise, may exercise all the powers of the Company, subject to the Statutes, these Articles and any directions given by the members by special resolution; provided that the general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article and no amendment of these Articles and no special resolution shall invalidate any prior act of the Directors which would have been valid if such amendment had not been made or such special resolution had not been passed.

105. LOCAL MANAGEMENT

The Directors may establish any local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of any such boards or agencies, or any managers or agents, and may determine their remuneration. The Directors may also delegate to any local or divisional board, agency, manager or agent any of the powers, authorities and/or discretions vested in the Directors, with power to sub-delegate, and may authorise the members of any local or divisional board, or any of them to fill any vacancies on such board, and to act despite any vacancy. Any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit. The Directors may remove any persons 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 by the same. Subject to the terms of establishment of, or delegation to, a local or divisional board, all the provisions of these Articles relating to proceedings of the Directors shall, with such changes as are necessary and applicable, apply to any such board.

106. APPOINTMENT OF ATTORNEY

The Directors may by power of attorney or otherwise appoint any body corporate, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or agents 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. Any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Directors may think fit, and may also authorise any such attorney or agent to sub-delegate all or any of the powers, authorities and/or discretions vested in him or it. The Directors may at any time revoke or alter the terms of any such appointment or delegation. The Directors may, if they think fit, provide that the Directors may either exercise or not exercise such powers, authorities and/or discretions as it delegates under this Article 106 concurrently with such delegation remaining in force.

107. PROVISION FOR EMPLOYEES

• 107.1. The Directors may give or award pensions, annuities, gratuities, superannuation, allowances and bonuses or any share or interest in the profits of the Company's business or any part thereof to any persons who are or have at any time been in the employment or service of the Company or any associated company, or who are or have at any time been Directors or officers of the Company or any associated company, and who hold or held salaried employment in the Company or any associated company, and to the dependants of such persons; and may (whether or not in conjunction with one or more associated companies) establish, support and maintain funds or schemes (whether contributory or non-contributory) for providing pensions, sickness or compassionate allowances, life assurance or other benefits for such persons or dependants as aforesaid or any of them or any class of them; and may establish and support or aid in the establishment and support of any schools and any educational, scientific, literary, religious or charitable institutions or trade societies, whether or not such societies be solely in connection with the trade carried on by the Company or any associated company, and any club or other establishment calculated directly or indirectly to advance the interests of the Company or its members or any associated company or of such persons as aforesaid; and may subscribe or guarantee money for any exhibition or for any public, general or useful object.
• 107.2. The Directors may pay, enter into agreements to pay or make grants (revocable or irrevocable and either subject or not subject to any terms or conditions) of pensions or other benefits to employees and ex-employees and their dependants (as such persons are described in Article 107.1), or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in Article 107.1. Any such pension or benefit may, as the Directors consider desirable, be granted to an employee either before and in anticipation of, or on or at any time after, his actual retirement.
• 107.3. The Directors may exercise the powers conferred on the Company by the Statutes to make provision for the benefit of a person employed or formerly employed by the Company or any of its subsidiaries (other than a Director or former Director or shadow director) in connection with the cessation, or the transfer to any person, of the whole or part of the undertaking of the Company or the subsidiary.

108. BORROWING POWERS

108.1. Subject as hereinafter provided, the Directors may exercise all the powers of the Company to borrow or raise money as they think necessary for the purposes of the Company. The Directors shall take all necessary steps (including the exercise of all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries) for securing that the aggregate amount at any one time outstanding in respect of moneys borrowed by it or them or any of them, (exclusive of borrowings owing by one member of the Group to another member of the Group) shall not at any time, without the previous sanction of an Ordinary Resolution of the Company exceed a sum equal to the Adjusted Total of Capital and Reserves which, for the purposes of this Article shall mean the aggregate of:

• 108.1.1. the amount for the time being paid up or credited as paid up on the issued share capital of the Company; and
• 108.1.2. the amounts standing to the credit of the reserves (including without limitation the share premium account, capital redemption reserve and any credit balance on the consolidated profit and loss account) of the Group

all as shown in a consolidation of the then latest audited consolidated balance sheets of the Group but after:

• (a) making such adjustments as may be appropriate in respect of any variation in the issued and paid up share capital, the share premium account and capital redemption reserve of the Group since the date of its latest audited consolidated balance sheet;
• (b) excluding therefrom:
  • (i) any sums set aside for future taxation;
  • (ii) amounts attributable to outside shareholders in subsidiaries;
• (c) deducting therefrom an amount equal to:
  • (i) any distribution by the Company out of profits earned prior to the date of its latest audited balance sheet and which has been declared, recommended or made since that date except so far as provided for in such balance sheet;
  • (ii) the aggregate goodwill and other intangible assets; and
  • (iii) any debit balance on the consolidated profit and loss account;
• (d) excluding any amount representing the unrealised appreciation (less any unrealised depreciation) in value of investments over their book costs; and
• (e) making such other adjustments as the Auditors consider appropriate.
• 108.2. "borrowings" shall be deemed to include the following except insofar as otherwise taken into account:
  • 108.2.1. the nominal amount of any issued share capital and the principal amount of any debentures or borrowed moneys, the beneficial interest whereof is not for the time being owned by a member of the Group, of any body whether corporate or unincorporate and the payment or repayment whereof is the subject of a guarantee or indemnity by a member of the Group;
• 108.2.2. the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened on behalf of and in favour of any member of the Group;
• 108.2.3. the principal amount of any debenture (whether secured or unsecured) of a member of the Group owned otherwise than by a member of the Group;
• 108.2.4. the principal amount of any preference share capital of any subsidiary owned otherwise than by a member of the Group; and
• 108.2.5. any fixed or minimum premium payable on final repayment of any borrowing or deemed borrowing;

but shall be deemed not to include borrowings for the purposes of repaying the whole or any part of borrowings by a member of the Group for the time being outstanding and so to be applied within six months of being so borrowed, pending their application for such purpose within such period;

• 108.3. An amount equal to the borrowings of any company becoming a subsidiary of the Company immediately after it becomes such a subsidiary shall at the time it becomes such a subsidiary and for a period of six months thereafter, and an amount equal to the borrowings remaining secured on any asset acquired by the Company or any of its subsidiaries immediately after such acquisition shall at the time of such acquisition and for a period of six months thereafter, be deducted in calculating the aggregate amount from time to time outstanding of all borrowings by the Group.
• 108.4. When the aggregate amount of borrowings required to be taken into account for the purposes of this Article on any particular day is being ascertained, any such moneys denominated or repayable in a currency other than sterling equivalent at the rate of exchange prevailing on that day in London provided that all but not some only or any of such moneys shall be converted at the rate of exchange prevailing in London six months before such day if thereby such aggregate amount would be less (and so that for this purpose the rate of exchange shall be taken as the middle market rate as at the close of business).
• 108.5. No lender or other person dealing with the Company shall be concerned to see or enquire whether the limit contained in Article 109.1 of this Article is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual, except in the case of express notice to the lender or the recipient of the security at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded.
• 108.6. The Directors may borrow or raise any such money as aforesaid upon or by the issue or sale of any bonds, debentures or securities, and upon such terms as to the time of repayment, rate of interest, price of issue or sale, payment of premium or bonus upon redemption or repayment or otherwise as they may think proper including a right for the holder or bonds, debentures or securities to exchange the same for shares in the Company of any class authorised to be issued.
• 108.7. The Directors may secure or provide for the payment of any moneys to be borrowed or raised by a mortgage of or charge upon all or any part of the undertaking or property of the Company, both present and future, and upon any capital remaining unpaid, upon the shares of the Company whether called up or not, or by any other security, and the Directors may confer upon any mortgagee or person in whom any debenture or security is vested such rights and powers as they think necessary or expedient, and they may vest any property of the Company in trustees for the purpose of securing any moneys so borrowed or raised, and confer upon the trustees or any receiver to be appointed by them or by any debenture holder such rights and powers as the Directors may think necessary or expedient in relation to the undertaking or property of the Company, or the management or the realisation thereof or the making, receiving or enforcing of calls upon the members in respect of unpaid capital and otherwise, and may make and issue debentures to trustees for the purpose of further security, and any such trustees may be remunerated.
• 108.8. The Directors may give security for the payment of any moneys payable by the Company in like manner as for the payment of money borrowed or raised, but in such case the amount shall for the purposes of the above limitation be reckoned as moneys borrowed.
• 108.9. A certificate or report by the Auditors as to the amount of the Adjusted Total of Capital and Reserves or the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times shall be conclusive evidence of such amount or facts for the purposes of this Article.

SEALS

109. SEALS

• 109.1. The Directors are responsible for arranging for every seal and securities seal (if any) to be kept in safe custody.
• 109.2. The Directors may decide by what means and in what form any seal and securities seal is to be used.
• 109.3. Any seal shall be used only by the authority of the Directors or of a committee authorised by the Directors in that behalf.
• 109.4. The Directors may determine who shall sign any instrument to which the seal (if any) may be affixed and unless otherwise so determined it shall be signed autographically by a Director or the Secretary or by any person authorised by the Directors for that purpose, save that the provisions of Article 16 shall apply as regards any certificates for shares or debentures or other securities of the Company.
• 109.5. The securities seal (if any) shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued and shall only be affixed to securities by the Secretary or a person authorised to do so by the Secretary.
• 109.6. 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.

DIVIDENDS

110. DIVIDENDS

• 110.1. The Company may by ordinary resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no such dividend shall exceed the amount recommended by the Directors. No dividend or interim dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes.
• 110.2. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may declare and pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the dates prescribed for the payment thereof and subject thereto may also from time to time declare and 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.
• 110.3. Except as otherwise provided by the rights attached to any shares or the terms of issue thereof 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 no amount paid on a share in advance of calls shall be treated as paid on the share.
• 110.4. Any sum resolved to be declared by way of dividend shall consist of an amount for the time being standing to the credit of one of, or of the respective amounts for the time being standing to the respective credits of, the following accounts, namely the profit and loss account of the Company and any of the reserve accounts of the Company for the time being, excluding its capital redemption reserve fund (if any), share premium account (if any) and, without prejudice to the provisions of Article 112, other capital reserve funds. The account or respective accounts and, in the case of more than one account the respective amounts aforesaid, of which any such sum is to consist shall be determined by the Directors and specified in the Ordinary Resolution approving the declaration of such dividend.
• 110.5. Subject to the provisions of the Statutes, where any asset, business or property is bought by the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof from such date may, at the discretion of the Directors, in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may, at the discretion of the Directors, be treated as revenue and it shall not be obligatory to capitalise the same or any part thereof.
• 110.6. If the Company shall issue shares at a premium, whether for cash or otherwise, the Directors shall transfer a sum equal to the aggregate amount or value of the premiums to an account called Share Premium and any amount for the time being standing to the credit of such account shall not be applied in the payment of dividends but shall (except as otherwise authorised by the Statutes) be treated as if it were paid up share capital of the Company.
• 110.7. Any extraordinary expenditure may be spread over a series of years, or otherwise treated as the Board may determine, due provision, in their opinion, being always made for writing down the same, and the amount of such expenditure for the time being outstanding may, for the purpose of calculating the profit of the Company for dividends, be reckoned as an asset.
• 110.8. No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company unless otherwise provided by the rights attached to such share.
• 110.9. 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 debts, liabilities or engagements in respect of which the lien exists.
• 110.10. The Directors may deduct from any dividend or other moneys payable to any member on or in respect of a share all sums of money (if any) presently due and payable by him to the Company on account of calls or otherwise in relation to shares of the Company.
• 110.11. The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the 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.
• 110.12. 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 twelve years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.
• 110.13. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid up shares or debentures of any other company) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.
• 110.14. Any dividend or other sum payable in cash by the Company in respect of a share may be paid:
  • 110.14.1. by inter-bank transfer or by other funds transfer system or other electronic means (including payment through a Relevant System) directly to an account with a bank or other financial institution (or other organisation operating deposit accounts if allowed by the Company) named in a written instruction from the holder;
• 110.14.2. by sending a cheque, warrant or similar financial instrument payable to the holder who is entitled to it sent by post addressed to the holder at their registered address;
• 110.14.3. by sending a cheque, warrant or similar financial instrument payable to someone else named in a written instruction from the holder (or all joint holders) and sent by post to the address specified in the instruction; or
• 110.14.4. in some other way requested in writing by the holder (or all joint holders) and agreed by the Company.
• 110.15. In respect of the payment of any dividend or other sum, the Directors may decide and notify members that:
  • 110.15.1. one or more of the payment means described in Article 110.14 above will be used for payment and, where more than one means will be used, a holder (or all joint holders) may elect to receive payment by one of the means so notified in the manner prescribed by the Directors;

one or more of such means will be used for the payment unless a holder (or all joint holders) elects for another means of payment in the manner prescribed by the Directors; or

110.15.2. one or more of such means will be used for the payment and that holders will not be able to elect to receive the payment by any other means,

and for these purposes the Directors may decide that different means of payment will apply to different holders or groups of holders.

• 110.16. Any registered joint holder or other person jointly entitled to a share in consequence of the death or bankruptcy of the holder or otherwise by operation of law, may give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share.
• 110.17. Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in General Meeting or 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.

RESERVES

111. The Directors may from time to time set aside out of the profits of the Company (including any premiums received upon the issue of debentures or other securities of the Company) before recommending any dividend whether preferential or otherwise and carry to reserve to form a general reserve fund such sums as they think proper. At the discretion of the

Directors, the general reserve fund shall be applicable for any purpose to which the profits of the Company may properly be applied, including, without limitation, to meet contingencies or depreciation in the value of the investments and securities or other assets of the Company or for equalising dividends, or for providing against losses, meeting claims on or liabilities of the Company or for such other purposes as the Directors shall think conducive to the interests of the Company. Pending such application the general reserve fund may either be employed in the business of the Company or be invested in such investments as the Directors may think fit. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it prudent not to divide. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of the Statutes.

• 112. Subject as hereinafter provided, all monies derived from the sale or realisation of any capital asset or investment of the Company in excess of the price at which such asset or investment stands in the books of the Company at the time (hereinafter called "the book price") and any other sums in the nature of capital profit shall (except in the case of partial realisation of an asset or investment, when such excess may be used to write down the book price of the remainder of the asset or investment until it is reduced to nil) be carried to the credit of such capital fund as the Directors shall determine, either for the purpose of providing for possible depreciation of investments, or for diminution in the value of assets, or for creating or augmenting any capital reserve fund, and shall not in any event be available for dividend, but may be used for any purpose to which the capital of the Company may be applied, including, but without prejudice to the foregoing generality, the writing down of the book price of any investment or of the investments generally or the writing off of the expenses of formation of the Company and of issues of share capital and debentures or debenture stock, and any discount on shares or debentures or debenture stock issued provided that the Company may redeem or purchase its own shares, in accordance with section 160 or 162 of the Act, out of its capital profits. Any loss on the sale of capital assets or investments may be charged wholly or partially against any funds of the Company, including reserve funds, as the Directors may in their discretion determine and shall not be debited to the profit and loss account.
• 1. Any moneys carried to reserve may be invested along with the general funds of the Company upon such investments (subject to Article 11 hereof) as the Directors may think fit, or may be separately invested and appropriated, but income arising from the funds so invested shall be included in the annual profits of the Company and shall not be accumulated and added to the general reserve fund or capital reserve fund, as the case may be, unless the Directors so determine.
• 1. Subject to the Act, all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes to which sums standing to any reserve referred to in Article 115 may be applied, including without limitation by way of payment of dividends or the redemption or purchase by the Company of its own shares.

CAPITALISATION OF PROFITS AND RESERVES

115. CAPITALISATION OF PROFITS AND RESERVES

• 115.1. The Directors may with the authority of an Ordinary Resolution of the Company upon the recommendation of the Directors:
  • 115.1.1. subject as hereinafter provided, resolve to capitalise any sum for the time being standing to the credit of the profit and loss account of the Company or any sum standing to the credit of any of the reserve accounts of the Company for the time being, including its capital redemption reserve fund (if any), share premium account (if any) and (notwithstanding anything contained in Article 112) other capital reserve funds, but excluding any provision for possible depreciation of investments or for diminution in the value of assets as is referred to in Article 112. The account or respective accounts, and, in the case of more than one account, the respective amounts aforesaid, of which any such aggregate sum is to consist shall be determined by the Directors and shall be specified in the said Ordinary Resolution;
  • 115.1.2. appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions or partly in one way and partly in the other; but the share premium account, the capital redemption reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to members credited as fully paid;
  • 115.1.3. make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this Article in fractions; and
  • 115.1.4. authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members.

ACCOUNTS

116. SUMMARY FINANCIAL STATEMENTS

Subject to the Statutes, the Market Rules and the requirements of the FCA and if the Directors so decide, the Company need not send copies of its full annual accounts and reports to those persons entitled to receive them, but may instead send such persons a summary financial statement derived from the Company's annual accounts and reports in such form and containing such information as may be required by the Statutes, the Market Rules and the FCA and provided further that copies of the full annual accounts and reports shall be sent to any such person who in accordance with the Statutes wishes to receive them.

NOTICES, DOCUMENTS AND INFORMATION

117. NATURE OF NOTICE

Any notice to be given to or by any person pursuant to these Articles (other than a notice calling a meeting of Directors) shall be in writing.

118. COMMUNICATION WITH MEMBERS

• 118.1. Subject to these Articles, the Statutes and the requirements of the FCA, the Company may give any notice or send or supply any other document (including a share certificate) or information to any member:
  • 118.1.1. by delivering it to him personally; or
  • 118.1.2. by leaving it at, or sending it by post in a prepaid envelope addressed to such member at, his registered address or address for service in the United Kingdom; or
  • 118.1.3. by sending it by electronic means to an address for the time being notified to the Company by the member (generally or specifically) for that purpose.
• 118.2. Subject to these Articles, the Statutes and the requirements of the FCA, the Company may give any notice or send or supply any other document or information to any member by making it available on a website in accordance with the Statutes, where:
  • 118.2.1. that member has agreed (generally or specifically) that the document or information may be sent or supplied to him in that manner or that member is deemed to have so agreed in accordance with the Statutes and in either case has not revoked that agreement;
  • 118.2.2. that member is notified in accordance with Article 118.1 or Article 118.3 of:
    • (a) the fact that the document or information has been made available on the website;
    • (b) the address of the website; and
    • (c) the place on the website where the document or information may be accessed and how it may be accessed.
• 118.3. If at any time, by reason of the suspension or curtailment of postal services within the United Kingdom, the Company is unable to give the notification required by Article 118.2.2 by post,

such notification may be given (without prejudice to any other means of giving such notification) by a notice advertised in at least one leading national daily newspaper. Such notification shall be deemed to have been received by all members entitled to receive the same at noon on the day when the advertisement appears or, if more than one advertisement is placed, at noon on the day when the last advertisement appears.

• 118.4. This Article 118 applies, subject to the Statutes and the requirements of the FCA, in relation to any notice, document or information referred to in these Articles whether or not the Article(s) in question use the words "give", "send" or "supply" or uses other words (such as "deliver" or "provide") to refer to the sending or supplying of a document, notice or information.
• 118.5. A member whose registered address is not within the United Kingdom and who gives the Company a postal address in the United Kingdom as his address for the service of notices and other documents and information shall be entitled to have notices and other documents and information sent or supplied to him at that address (or, where Article 118.2.1 applies to that member, to have notification in accordance with Article 118.2.2 sent to him at that address). In the case of a member registered on an overseas branch register, any such notice, document or information may be sent either in the United Kingdom or in the territory in which such branch register is maintained. Otherwise, no such member shall be entitled to receive a notice or other document or information from the Company.
• 118.6. The Directors may determine not to give a notice or other document or information to a member whose registered address is not within the United Kingdom and who has not given the Company a postal address in the United Kingdom as his address for the service of notices and other documents and information, notwithstanding that such member has provided an address to which notices and other documents and information may be sent using electronic means, if the Directors, acting in good faith, deem it necessary or expedient so to do to avoid breach of or non-compliance with, or the risk of breach of or noncompliance with, the laws of any jurisdiction outside the United Kingdom or the requirements of any regulatory body or stock exchange in any such jurisdiction (such laws and requirements being, together, "Local Securities Laws"). The Directors are entitled to make such a determination without first taking legal or similar advice on whether, and to what extent, such Local Securities Laws would apply where, acting in good faith, they consider the costs or other disadvantages of so doing disproportionate to the benefits which would or might otherwise be derived from the obtaining of such advice. The Directors may, but shall not be required to, take steps to secure that any notice, other document or information complies with the Local Securities Laws of one or more jurisdictions outside the United Kingdom, but if they do so they shall not thereby be required to take steps to secure compliance with the Local Securities Laws of any other jurisdiction outside the United Kingdom.
• 118.7. Where a notice or other document or information is:
  • 118.7.1. delivered to a member personally or left at his registered address or address for service in the United Kingdom, it shall be deemed to have been received on the day it was so delivered or left;
• 118.7.2. sent by post, it shall be deemed to have been received at the expiration of 24 hours (where first class post is used) or 48 hours where second class post is used) after the time when the envelope containing the same is posted and in proving such receipt, it shall be sufficient to prove that such envelope was properly addressed, prepaid and posted;
• 118.7.3. sent or supplied by electronic means, it shall be deemed to be received on the day that it was sent and in proving such receipt, it shall be sufficient to prove that it was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators;
• 118.7.4. made available on a website, it is deemed to have been received when it was first made available on the website, or, if later, on the date on which the notification pursuant to Article 118.2.2 is received or deemed to be received;

and in calculating when a notice or other document or information is deemed to be received, no account shall be taken of any part of a day that is not a working day.

• 118.8. A member present in person or by proxy at the meeting of the Company, or a meeting of the holders of a particular class of shares, is deemed to have received notice of the meeting and, where required, of the purposes for which it was called.
• 118.9. If the Company has attempted to send a notice or other document or information using electronic means to an address for the time being notified to the Company by a member for that purpose, but the Company is aware that there has been a failure of delivery of such document or information, the Company shall send a copy of the document or information by post to such member at his registered address or address for service in the United Kingdom.
• 118.10. If on two consecutive occasions over a period of at least 12 months notices or other documents have been sent by post to any member at his registered address or address for service in the United Kingdom but have been returned undelivered or the Company receives notification that they have not been delivered, such member shall not thereafter be entitled to receive notices or other documents or information from the Company until he shall have communicated with the Company and supplied in writing a new registered address or a new postal address within the United Kingdom for the service of notices and other documents and information as the case may be, or an address to which notices and other documents and information may be sent to him using electronic means.

119. JOINT HOLDERS

119.1. Any notice, document or information given to that one of the joint holders of a share whose name stands first in the Register in respect of the share shall be sufficient notice to all the joint holders in their capacity as such. For such purpose, a joint holder whose registered address is not within the United Kingdom and who has not given the Company a postal address within the United Kingdom as his address for the service of notices and other documents and information, or an address to which notices and other documents and information may be sent to him using electronic means, shall be disregarded. The joint holder to whom, in accordance with this Article, notice may be given, such that the notice is sufficient notice to all of the joint holders in their capacity as such, shall be called the "First Named Holder".

119.2. In the case of joint holders of a share, the consent or deemed consent (generally or specifically) of the First Named Holder that any notice or other document or information may be sent by the Company to those joint holders in electronic form or by being made available on a website and/or the notification to the Company by such First Named Holder of an address for the purposes of receipt of any communications by electronic means, shall be effective consent and/or notification (as the case may be) of all joint holders of such share. The First Named Holder may also effectively revoke any such consent and/or notification of address.

120. DECEASED AND BANKRUPT MEMBERS AND TRANSFEREES

• 120.1. A person entitled to a share by transmission on supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and on supplying also a postal address in the United Kingdom for the service of notices and other documents and information or an address to which notices and other documents and information may be sent to him using electronic means, shall be entitled to have sent or supplied to him at such address any notice or other document or information to which the member, but for his death or bankruptcy, would have been entitled. Such sending or supply shall, for all purposes, be deemed to be sufficient sending or supply of such notice or other document or information on all persons interested (whether jointly with or claiming through or under him) in the share. Until such evidence and address have been supplied, any notice or other document or information may be sent or supplied in any manner in which it might have been sent or supplied if the death or bankruptcy or other event giving rise to the transmission had not occurred.
• 120.2. Every person who becomes entitled to a share by transmission, transfer or otherwise shall be bound by any notice in respect of that share (other than a notice served by the Company under section 793 of the Act) which, before his name is entered in the Register in respect of such share, has been duly served on or delivered to a person from whom he derives his title.

121. COMMUNICATION WITH DIRECTORS

Any notice or other document or information to be sent or supplied to a Director may be sent or supplied by the means which that Director has asked should be used for the time being.

RECORD DATES

122. RECORD DATE FOR SERVICE OF NOTICES

Subject to Articles 50.3, any notice or other document may be served or delivered by the Company by reference to the Register as it stands at any time not more than 21 clear days before the date of service or delivery and no change in the Register after that time shall invalidate that service or delivery.

123. RECORD DATE FOR ATTENDANCE AND VOTING AT MEETINGS

In relation to each general meeting of the Company, the company shall determine the time by which a person must be entered on the Register in order to be entitled to attend or vote at the meeting. No person shall have the right to attend or vote at the meeting if he is entered on the Register after the time determined by the Company. That time shall not be more than 48 hours before the time fixed for the meeting. In calculating that period of 48 hours, no account shall be taken of any part of a day that is not a working day.

124. RECORD DATE FOR DIVIDENDS, ISSUES OF SHARES, ETC.

Subject to the Statutes, the Market Rules, the requirements of the FCA, these Articles and the rights attaching to, or the terms of issue of, any shares, the Company in general meeting or the Directors by resolution may specify any date (the "record date") as the date at the close of business on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue or other right and such record date may be on, or at any time before or after, that on which the resolution is passed. Such dividend, distribution, interest, allotment, issue or other right shall then be payable or due to them in accordance with their respective registered holdings on the record date, but this shall not, of itself, prejudice the rights between transferors and transferees of any such shares or other securities in respect of such dividend, distribution, interest, allotment, issue or other right.

RECORDS AND DOCUMENTS

125. NO RIGHT TO INSPECT

Except as provided by law or authorised by the Directors or an ordinary resolution of the Company, no person is entitled to inspect any of the Company's accounting or other records or documents merely by virtue of being a member.

126. OVERSEAS BRANCH REGISTER

Subject to the Statutes and the Regulations, the Directors may exercise the powers of the Company with regard to keeping an overseas branch register in any place and may make and vary regulations as they think fit concerning the keeping of any overseas branch register.

127. DESTRUCTION OF DOCUMENTS

• 127.1. The Company may destroy or delete:
  • 127.1.1. all transfer forms or operator instructions (as defined in the Regulations) transferring shares, and documents sent to support transfer, and any other documents which were the basis for making an entry on the Register, at any time after the expiration of six years from the date of registration or entry in the Register (as the case may be);
  • 127.1.2. all dividend mandates, variations or cancellations, payment instructions and notifications of a change of address or name at any time after the expiry of two

years from the date of recording such notification or cancellation (as the case may be);

• 127.1.3. all cancelled share certificates at any time after the expiry of one year from the date they were cancelled;
• 127.1.4. all paid dividend warrants and cheques at any time after the expiry of one year from the date of actual payment; and
• 127.1.5. all proxy appointments at any time after the expiry of one year from the date of the general meeting to which the appointment relates or, if later, the date on which any poll was taken in relation to which the appointment was used.

Any such document may be disposed of in any manner.

• 127.2. If the Company destroys or deletes a document pursuant to Article 126, it is conclusively treated as having been a valid and effective document and duly and properly registered (in the case of a form of transfer) or cancelled (in the case of a share certificate) or recorded (in the case of any other document). Every entry in the Register or in any other books or records of the Company made or recorded from any such document shall conclusively be regarded as having been duly and properly made.
• 127.3. Article 127.2 only applies to a document destroyed or deleted in good faith and where the Company has not received notice of any claim (regardless of the parties to the document) to which the document may be relevant.
• 127.4. This Article 127 shall not impose on the Company any liability:
  • 127.4.1. if it destroys or deletes a document earlier than referred to in Article 126; or
  • 127.4.2. in any other circumstances which would not attach to the Company in the absence of this Article.

INDEMNITY AND INSURANCE

128. INDEMNITY

• 128.1. Subject to the Statutes and Article 128.2 below, but without prejudice to any indemnity to which he may otherwise be entitled, every Director, alternate Director or Secretary (or former Director or Secretary) of the Company or of any associated company shall be indemnified out of the assets of the Company against all costs, charges, losses, expenses and liabilities which he may sustain or incur in the execution or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to or in connection with his duties, powers or office.
• 128.2. Article 128.1 shall not operate to provide an indemnity against any liability attaching to a Director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or any associated company except as permitted by law.

129. INSURANCE

Without prejudice to Article 128, the Directors shall have power to purchase and/or maintain insurance at the expense of the Company for, or for the benefit of, any persons who are or were at any time a Director, alternate Director or Secretary of the Company or any associated company or who are or were at any time trustees of any retirement benefits scheme or employee share scheme in which employees of the Company or any associated company are or were interested, including insurance against any liability incurred by such persons which may lawfully be insured against by the Company in respect of any act or omission in the execution of their powers and/or otherwise in relation to the Company or in connection with their duties, powers or offices in relation to any associated company, or any such retirement benefits scheme or employee share scheme.

130. DURATION OF THE COMPANY

At the eighth annual general meeting of the Company, and at five yearly annual general meetings thereafter, if applicable, the Directors shall procure that an ordinary resolution is proposed thereat to resolve that the Company should continue as an investment trust for the period of five years or more until the annual general meeting held five years after the passing of such resolution. In the event that such resolution is not passed the Directors shall convene a general meeting to be held within four months after such annual general meeting, and shall procure that a Special Resolution is proposed thereat to require the Company to be wound up voluntarily or to approve proposals which would result in the holders of shares of one or more classes receiving, in lieu of their shares, units in a unit trust scheme. If a resolution is proposed for the Directors to implement proposals for the reorganisation of the Company and such resolution (in its original form or as amended) is not passed, the Directors will forthwith cause a further general meeting to be convened for a date not later than 30 days after the date of the said general meeting (or, if adjourned, the adjourned meeting) at which a resolution will be proposed requiring the Company to be wound up voluntarily. At any meeting convened in terms of this Article 130 to consider a resolution that the Company be wound up voluntarily, every holder of shares present in person or by proxy and entitled to vote thereat shall be bound to vote in favour of such resolution and where any vote is not cast or is cast against any such resolution it shall be deemed to have been cast in favour thereof.

VALUATION OF THE COMPANY'S ASSETS

131. VALUATION OF THE COMPANY'S ASSETS

• 131.1. Without prejudice to any other provision of these Articles, valuation of the Company's assets shall be performed in accordance with prevailing accounting standards, the AIFM Rules, or such other accounting standards, bases, policies and procedures as the Directors may determine from time to time.
• 131.2. The net asset value per share of the Company shall be calculated at least annually and disclosed to members from time to time in such manner as may be determined by the Directors.

131.3. Valuations of net asset value per share of the Company may be suspended if the underlying data necessary to value the investments of the Company cannot readily or without undue expenditure be obtained or for regulatory reasons and any such suspension shall be announced through a Regulatory Information Service (as defined in the FCA Handbook).

INVESTOR DISCLOSURES

132. INVESTOR DISCLOSURES

• 132.1. Notwithstanding anything to the contrary in Article 42 which shall not apply to this Article 132, Investor Disclosures shall be made available to members and prospective members in such manner as may be determined by the Directors from time to time (including, without limitation, and where so determined, by posting some or all of the Investor Disclosures on the Company's website or by notice by electronic means).
• 132.2. For the purposes of this Article 132, the term "Investor Disclosures" means the information required to be made available to members and prospective members of the Company pursuant to FUND 3.2.2R of the Investment Funds Sourcebook of the FCA Handbook, as amended or replaced from time to time.

OBLIGATION TO PROVIDE INFORMATION TO THE COMPANY

133. OBLIGATION TO PROVIDE INFORMATION TO THE COMPANY

• 133.1. In addition to the right of the Directors to serve a statutory notice on any person pursuant to the Act, the Directors may at any time serve written notice on any member requiring that member to promptly provide the Company or its agents with any information, representations, declarations, certificates, waivers, forms or other documentation ("Information") relating to such member (and to such member's direct or indirect owners or account holders or the persons beneficially interested, directly or indirectly, in the shares held by such member) that the Directors determine from time to time is necessary or appropriate for the Company to have in order to:
  • 133.1.1. allow the Company to consider any relevant issues arising under, and to ensure that the Company is able to comply with its reporting, disclosure or other obligations under, (i) legislation, regulations, rules, codes, directives and guidance implementing the United Kingdom's obligations under inter-governmental agreements relating to the exchange or disclosure of information to improve international tax compliance (including, without limitation, under or in relation to FATCA, the Common Reporting Standard and the European Union's Directive on Administrative Cooperation) or (ii) the requirements of any similar laws, regulations, rules, codes or directives of any jurisdiction or territory to which the Company may be subject from time to time ("Similar Laws") ("Tax Reporting Requirements"); or
  • 133.1.2. establish the status of such member, owners, account holders or beneficial owners under or in relation to FATCA, the Common Reporting Standard, Similar Laws or Tax Reporting Requirements; or
• 133.1.3. ensure that the Company is able to comply with its account or payee identification or other diligence requirements; or
• 133.1.4. avoid, prevent or reduce any tax (including withholding or backup withholding) otherwise imposed by FATCA, the Common Reporting Standard or Similar Laws (including any withholding upon any payments received or receivable by the Company, or on any dividends or other distributions or payments payable, paid or made to such member by the Company); or
• 133.1.5. permit the Company to enter into, comply with, or prevent a default under or termination of, an agreement of the type described in or required under FATCA, the Common Reporting Standard, the US Tax Code or Similar Laws.
• 133.2. Without prejudice to Article 133.1 above, each member:
  • 133.2.1. must notify the Company of any material changes which affect the status of the member (or the status of the member's direct or indirect owners or account holders or the persons beneficially interested, directly or indirectly, in the shares held by the member) under Tax Reporting Requirements or which result in any Information previously provided to the Company or its agents (pursuant to this Article) becoming inaccurate or incomplete within the earlier of 90 days of becoming aware of such changes and any other period provided under relevant Tax Reporting Requirements for such an event; and
  • 133.2.2. must, to the extent there have been material changes as described in Article 133.2.1 above, promptly provide the Company with updated or replacement Information.
• 133.3. The Company and its agents shall be entitled to hold and process the Information, and to disclose any Information (including information about a member's or beneficial owner's interests in the Company) to any government division or department, including any taxation authority, of any jurisdiction (including, without limitation, HM Revenue & Customs) or to the member's authorised representative or intermediary or to any person or entity from which the Company receives or is required to make any payment, for the purposes of carrying out the business of the Company and the administration and protection of its interests and assets, including without limitation for the purposes referred to in Article 133.1 above, and where the member is not the beneficial owner of the relevant shares the member shall procure that the beneficial owner shall give its consent and authorisation to the Company in respect of the holding, processing and disclosure of any Information relating to the beneficial owner.
• 133.4. If any member fails to supply all or any Information to the Company or its agents within the period set out in the notice referred to in Article 133.1 (which period shall not be less than ten days after the service of the notice), the Directors may give written notice to such member requiring them either:
  • 133.4.1. to provide the Company or its agents within 21 days of service of such notice with Information to the satisfaction of the Directors (in its discretion); or
• 133.4.2. to sell or transfer the member's shares within 21 days of service of such notice and within such 21 days to provide the Directors with satisfactory evidence of such sale or transfer, and pending such sale or transfer the Directors may suspend the exercise of any voting or consent rights and rights to receive notice of or to attend any meeting of the Company and any rights to receive dividends or other distributions or payments with respect to such member's shares.
• 133.5. Where the relevant requirement set out in Article 133.4.1 or 133.4.2 above is not satisfied within 21 days of service of the relevant notice (or such longer period as the Directors may determine), the member will be deemed, upon the expiration of such 21 days, to have forfeited their shares. If the Directors in their absolute discretion so determines, the Company may dispose of the relevant shares at the best price reasonably obtainable and pay the net proceeds of such disposal to the former member.
• 133.6. If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors, would or might cause the Company to become subject to any withholding tax or reporting obligation under FATCA, the Common Reporting Standard or Similar Laws or to be unable to avoid or reduce any such tax or to be unable to comply with any such reporting obligation (each an "Onerous Obligation") (including by reason of the failure of the person concerned or its associates or nominee holder(s) to provide to the Company any Information pursuant to this Article 133), the Directors may at any time give written notice to the holder or joint holders of the relevant shares requiring them to sell or transfer the relevant shares within 21 days of service of such notice to such person or persons as shall ensure that the Company shall no longer be subject to the relevant Onerous Obligation and within such 21 days to provide the Directors with satisfactory evidence of such sale or transfer, and pending such sale or transfer the Directors may suspend the exercise of any voting or consent rights and rights to receive notice of or to attend any meeting of the Company and any rights to receive dividends or other distributions or payments with respect to the relevant shares. Where such sale or transfer is not completed within 21 days of service of such notice (or such longer period as the Directors may determine), the holder or joint holders of the relevant shares will be deemed, upon the expiration of such 21 days, to have forfeited their shares.
• 133.7. If requested by the Company, a member shall execute any and all documents, opinions, instruments, certificates, declarations, representations, waivers or forms as the Directors may reasonably request to give effect to or to enforce the Company's rights and entitlements under this Article 133.
• 133.8. Nothing in these Articles (including, without limitation, this Article 133) shall prevent, limit or restrict the Company from withholding or deducting any taxes or other sums required to be withheld or deducted by the Company pursuant to FATCA, the Common Reporting Standard, any Similar Laws or any other applicable legislation, regulations, rules or agreements.
• 133.9. To the extent that monies received by the Company become subject to a deduction or withholding under or relating to FATCA, the Common Reporting Standard, any Similar Laws or any Tax Reporting Requirements:
• 133.9.1. the Company shall not be required to compensate, indemnify or in any way make good the members in respect of such deduction or withholding and, therefore, without limitation:
• 133.9.2. the Company shall not be required to increase any dividend or other distribution or payment to the members in order to reflect any amount deducted or withheld; and
• 133.9.3. any monies paid or distributed to the members by the Company shall be paid net of the amount deducted or withheld; and
• 133.9.4. the members shall have no recourse to the Company in respect of a credit or refund from any person relating to the amount so deducted or withheld.

SCHEME OF RECONSTRUCTION

134. SCHEME OF RECONSTRUCTION

• 134.1. Words and expressions defined in the circular to shareholders of the Company dated 17 October 2023 (the "Circular") shall bear the same meanings in this Article 134, save where the context otherwise requires.
• 134.2. The rights attaching to the Shares with "A" rights, the Shares with "B" rights and the Shares with "C" rights shall be identical to each other, save that on a winding up of the Company in the circumstances set out in the Circular (subject to the Scheme becoming unconditional in all respects in accordance with its terms), the Reclassified Shares shall have the following additional rights, notwithstanding anything to the contrary in these Articles:
  • 134.2.1. the rights of holders of Shares with "A" rights in respect of the assets of the Company shall be satisfied by the issue to the holders thereof of the number of New SHRS Shares to which they shall be entitled in accordance with the Scheme together with their entitlement to any Relevant Cash (as defined below) in accordance with the Scheme;
  • 134.2.2. the rights of holders of Shares with "B" rights in respect of the assets of the Company shall be satisfied by the payment to the holders thereof of the amount of cash to which they shall respectively be entitled in accordance with the Scheme together with their entitlement to any Relevant Cash (as defined below) in accordance with the Scheme;
  • 134.2.3. the rights of the holders of Shares with "C" rights in respect of the assets of the Company shall be satisfied by the distribution to the holders thereof of such holders's pro rata share of the Rollover Pool in specie in accordance with the Scheme together with their entitlement to any Relevant Cash (as defined below) in accordance with the Scheme; and
  • 134.2.4. any cash arising in the Company after the transfer of the Rollover Pool and any surplus remaining in the Liquidation Pool ("Relevant Cash") shall be distributed in accordance with the Scheme.

134.3. Notwithstanding the provisions of these Articles, upon the winding up of the Company in connection with the scheme (the "Scheme") set out in Part 4 of the circular dated 17 October 2023 to members of the Company (the "Circular"), the liquidators of the Company will give effect to the Scheme and will enter into and give effect to the Transfer Agreement with Shires Income plc (as duly amended where relevant) a draft of which was tabled at the general meeting of the Company convened for 20 November 2023 by the notice attached to the Circular, in accordance with the provisions of this Article 134, and the holders of Shares with "A" rights will be entitled to receive New SHRS Shares on the terms of the Scheme.