ASIA DRAGON TRUST PLC

Registration Form • Feb 5, 2025

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

ASIA DRAGON TRUST plc

Company Number SC106049

Incorporated on 12 August 1987

As adopted by Special Resolution passed on 4 February 2025

CERTIFIED A TRUE COPY

For abrdn Holdings Limited Company Secretary 4 February 2025

	PRELIMINARY 1
1.	DISAPPLICATION OF STATUTORY REGULATIONS 1
2.	DEFINITIONS AND INTERPRETATION 1
	COMPANY NAME 7
3.	COMPANY NAME 7
	LIABILITY OF MEMBERS 7
4.	LIABILITY OF MEMBERS 7
	SHARE CAPITAL 8
5.	SHARE CAPITAL 8
6.	FRACTIONS OF SHARES 8
	CLASS RIGHTS AND MEETINGS 9
7.	CONSENT REQUIREMENTS AND CLASS MEETINGS 9
8.	SHARES WITH PREFERENTIAL RIGHTS 9
9.	NEW SHARES WITH SPECIAL RIGHTS 10
	SHARES 10
10.	PAYMENT OF COMMISSION 10
11.	RENUNCIATION 10
12.	NON-RECOGNITION OF TRUSTS AND OTHER INTERESTS 10
13.	SHARE WARRANTS 11
	SHARE CERTIFICATES AND UNCERTIFICATED HOLDINGS 11
14.	FORM OF CERTIFICATES 11
15.	ISSUE OF CERTIFICATES 11
16.	TRANSFER OF PART OF A HOLDING 12
17.	REPLACEMENT OF CERTIFICATES 12
18.	UNCERTIFICATED HOLDINGS 12
	CALLS ON SHARES 13
19.	POWER TO MAKE CALLS 13
20.	POWER OF CHARGEE TO MAKE CALLS 13
21.	LIABILITY OF JOINT HOLDERS 14

22.	INTEREST ON UNPAID CALLS 14
23.	SUMS DUE ON ALLOTMENT DEEMED AS CALLS 14
24.	DIFFERENTIATION IN CALLS 14
25.	PAYMENTS OF CALLS IN ADVANCE 14
	FORFEITURE, SURRENDER AND LIEN 14
26.	NOTICE REQUIRING PAYMENT OF UNPAID CALLS 14
27.	FORFEITURE FOR NON-COMPLIANCE WITH NOTICE 15
28.	NOTICE OF FORFEITURE 15
29.	CANCELLATION OF FORFEITURE 15
30.	POWER TO DEAL WITH FORFEITED SHARES 15
31.	HOLDER LIABLE DESPITE FORFEITURE 15
32.	EFFECT OF FORFEITURE ON CLAIMS 16
33.	SURRENDER IN LIEU OF FORFEITURE 16
34.	COMPANY'S LIEN ON PARTLY PAID SHARES 16
35.	POWER TO SELL SHARES SUBJECT TO A LIEN 16
36.	APPLICATION OF PROCEEDS OF SALE 16
37.	EVIDENCE OF FORFEITURE, SURRENDER OR SALE 17
	TRANSFER OF SHARES 17
38.	FORM AND EXECUTION OF TRANSFERS 17
39.	RIGHT TO REFUSE REGISTRATION 17
40.	RETENTION OF INSTRUMENTS OF TRANSFER 18
41.	NO FEE PAYABLE FOR REGISTRATION OF TRANSFERS 18
	TRANSMISSION OF SHARES 19
42.	TRANSMISSION ON DEATH 19
43.	NOTICE OF ELECTION FOR REGISTRATION OF TRANSFER 19
44.	RIGHTS OF PERSONS ENTITLED BY TRANSMISSION 19
	UNTRACED SHAREHOLDERS 19
45.	NOTICES TO MEMBERS WITH NO KNOWN ADDRESS 19
46.	POWER TO DISPOSE OF SHARES 20

47.	POWER TO CONVERT AND RECONVERT 21
48.	TRANSFERS OF STOCK 21
49.	RIGHTS OF STOCKHOLDERS 21
	GENERAL MEETINGS 22
50.	ANNUAL GENERAL MEETINGS 22
51.	GENERAL MEETINGS 22
52.	POWER TO CALL GENERAL MEETINGS 22
53.	PARTICIPATION IN GENERAL MEETINGS 22
54.	ELECTRONIC MEETINGS 23
55.	GENERAL MEETING HELD AT MORE THAN ONE PHYSICAL LOCATION 23
	NOTICE OF GENERAL MEETINGS 25
56.	PERIOD OF NOTICE 25
57.	CONTENTS OF NOTICE 25
58.	OMISSION OR NON-RECEIPT OF NOTICE 26
59.	POSTPONEMENT OF GENERAL MEETINGS 26
	PROCEEDINGS AT GENERAL MEETINGS 27
60.	QUORUM 27
61.	ADJOURNMENT 27
62.	NOTICE OF ADJOURNED MEETING 28
63.	CHAIRMAN 28
64.	RIGHT TO ATTEND AND SPEAK 28
65.	SECURITY PROCEDURES 28
66.	AMENDMENTS TO RESOLUTIONS 29
	POLLS 29
67.	VOTING AND DEMANDS FOR A POLL 29
68.	CONDUCT OF POLL 30
69.	TIMING OF POLL 30
VOTES OF MEMBERS 31
70.	RIGHT TO VOTE 31
71.	VOTES OF JOINT HOLDERS 31

72.	MEMBER UNDER INCAPACITY 31
73.	VALIDITY OF VOTING 31
74.	RESULT OF VOTE 31
	PROXIES 31
75.	APPOINTMENT AND PROXY 31
76.	VOTING 32
77.	DELIVERY OF PROXY 32
78.	VALIDITY OF PROXY 33
79.	TERMINATION OF PROXY'S AUTHORITY 33
	CORPORATE REPRESENTATIVES 34
80.	AUTHORITY OF CORPORATE REPRESENTATIVES 34
	DISENFRANCHISEMENT 35
81.	UNPAID CALLS 35
82.	NON-DISCLOSURE OF INTEREST 35
	DIRECTORS 37
83.	NUMBER OF DIRECTORS 37
84.	DIRECTOR NEED NOT BE MEMBER 37
85.	DIRECTORS' FEES 37
86.	ADDITIONAL REMUNERATION 37
87.	DIRECTORS' EXPENSES 37
88.	DIRECTORS' PENSIONS AND OTHER BENEFITS 38
89.	APPOINTMENT OF EXECUTIVE DIRECTORS 38
90.	POWERS OF EXECUTIVE DIRECTORS 38
91.	APPOINTMENT OF CHAIRMAN 38
	PROCEEDINGS OF DIRECTORS 38
92.	MEETINGS OF DIRECTORS 38
93.	QUORUM 39
94.	CHAIRMAN'S CASTING VOTE AT DIRECTORS' MEETINGS 39
95.	POWER OF DIRECTORS IF NUMBER FALLS BELOW QUORUM OR MINIMUM 39
96.	DIRECTORS' WRITTEN RESOLUTIONS 39

97.	VALIDITY OF PROCEEDINGS 40
98.	COMMITTEES OF DIRECTORS 40
	DIRECTORS' INTERESTS 40
99.	DIRECTORS' INTERESTS - GENERAL 40
100.	DIRECTORS' INTERESTS IN CONTRACTS 41
101.	DIRECTORS' POWER TO AUTHORISE CONFLICTS OF INTEREST 41
102.	RESTRICTIONS ON QUORUM AND VOTING WHERE A DIRECTOR HAS AN INTEREST 43
103.	SHARES HELD BY THE COMPANY 44
	GENERAL POWERS OF DIRECTORS 45
104.	MANAGEMENT OF THE BUSINESS 45
105.	LOCAL BOARDS 45
106.	POWERS OF ATTORNEY 45
107.	CHEQUES, ETC 46
	BORROWING POWERS OF DIRECTORS 46
108.	GENERAL POWER TO BORROW 46
109.	DEFINITIONS FOR AND INTERPRETATION OF ARTICLE 109 46
110.	PROTECTION OF THIRD PARTIES 50
	APPOINTMENT, DISQUALIFICATION AND RETIREMENT OF DIRECTORS 50
111.	POWER OF COMPANY TO ELECT DIRECTORS 50
112.	POWER OF DIRECTORS TO APPOINT DIRECTORS 51
113.	DIRECTOR CEASING TO HOLD OFFICE 51
114.	RETIREMENT AT ANNUAL GENERAL MEETINGS 51
115.	RE-ELECTION OF RETIRING DIRECTOR 52
116.	PROCEDURE IF INSUFFICIENT DIRECTORS APPOINTED 52
117.	POWER OF COMPANY TO REMOVE DIRECTORS 53
	ALTERNATE DIRECTORS 53
118.	ALTERNATE DIRECTORS 53
	SECRETARY 54
119.	SECRETARY 54

	THE SEAL 54
120.	USE OF THE SEAL 54
	RESERVES 54
121.	ESTABLISHMENT OF RESERVES 54
122.	BUSINESS BOUGHT AS FROM PAST DATE 55
	DIVIDENDS 55
123.	DECLARATION OF DIVIDENDS 55
124.	APPORTIONMENT OF DIVIDENDS 55
125.	DIVIDENDS PAYABLE IN ANY CURRENCY 55
126.	FIXED AND INTERIM DIVIDENDS 55
127.	NO INTEREST ON DIVIDENDS 56
128.	DEDUCTIONS IN RESPECT OF DEBTS 56
129.	RETENTION OF DIVIDENDS 56
130.	WAIVER OF DIVIDENDS 56
131.	UNCLAIMED AND RETAINED DIVIDENDS 56
132.	NON-CASH DIVIDENDS 56
133.	PAYMENT OF CASH DIVIDENDS 57
134.	RECEIPTS OF JOINT HOLDERS 58
135.	NOT USED 58
	CAPITALISATION OF PROFITS AND RESERVES 58
136.	CAPITALISATION OF PROFITS AND RESERVES 58
	RECORD DATES 59
137.	RECORD DATES 59
	ACCOUNTS 59
138.	ACCOUNTS 59
	COMMUNICATION WITH MEMBERS 59
139.	NOTICES 59
140.	DOCUMENTS SENT TO THE COMPANY 60
141.	NOTICES TO JOINT HOLDERS 60
142.	DECEASED AND BANKRUPT MEMBERS 61

143.	OVERSEAS MEMBERS 61
144.	SUSPENSION OF POSTAL SERVICES 61
145.	DEEMED NOTICE BY ATTENDANCE AT MEETING 62
146.	SIGNATURE OR AUTHENTICATION OF DOCUMENTS SENT BY ELECTRONIC MEANS 62
147.	STATUTORY REQUIREMENTS 62
WINDING UP 63
148.	DIRECTORS' POWER TO PETITION 63
DESTRUCTION OF DOCUMENTS 63
149.	DESTRUCTION OF DOCUMENTS 63
	PROVISION FOR EMPLOYEES 64
150.	PROVISIONS FOR EMPLOYEES 64
DIRECTORS' LIABILITIES 64
151.	INDEMNITY 64
152.	INSURANCE 65
153.	PROVISION OF FUNDS 65
DISCHARGE OF DEPOSITARY LIABILITY UNDER AIFM REGULATIONS 66
154.	DISCHARGE OF DEPOSITORY LIABILITY UNDER AIFM REGULATIONS 66
	VALUATION OF THE COMPANY'S ASSETS 66
155.	VALUATION OF THE COMPANYS ASSETS 66
INVESTOR DISCLOSURES 66
156.	INVESTOR DISCLOSURES 66
OBLIGATION TO PROVIDE INFORMATION TO THE COMPANY 66
157.	OBLIGATION TO PROVIDE INFORMATION TO THE COMPANY 66
ERISA AND OTHER US REGULATORY MATTERS 69
158.	ERISA AND OTHER US REGULATORY MATTERS 69

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

ASIA DRAGON TRUST plc (the "Company")

Adopted by special resolution passed on 4 February 2025

PRELIMINARY

1. DISAPPLICATION OF STATUTORY REGULATIONS

The regulations in Table A of The Companies (Tables A to F) Regulations 1985 and any other articles or regulations that apply to companies under the Statutes shall not apply to the Company and these Articles alone shall constitute the regulations of the Company.

2. DEFINITIONS AND INTERPRETATION

2.1. In these Articles, the following words and expressions have the following meanings unless inconsistent with the context:

"address" includes postal address and electronic address;

"AIFM Regulations" means the Alternative Investment Fund Managers Regulations 2013 and all associated provisions of the FCA Handbook;

"these Articles" means these Articles of Association as they may be altered from time to time by special resolution;

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

"authenticated" has the meaning given in section 1146 of the Companies Act 2006;

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

"Benefit Plan Investor" means any of the following:

• (a) an employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title I of ERISA;
• (b) a plan described in Section 4975(e)(1) of the US Tax Code to which Section 4975 of the US Tax Code applies;

(c) any other entity whose underlying assets could be deemed to include plan assets by reason of an employee benefit plan's or a plan's investment in the entity within the meaning of the Plan Asset Regulations or otherwise;

"certificated" means in relation to a share or other security, a share or other security which is recorded in the appropriate register as being held in certificated form;

"clear days" means in relation to a period of notice, the number of days referred to excluding:

• (a) the day when the notice is served or deemed to be served; and
• (b) the day for which the notice is sent or on which it is to take effect;

"Companies Acts" has the meaning given in section 2 of the Companies Act 2006 but shall only extend to provisions which are in force at the relevant date;

"Company" means Asia Dragon Trust plc or such other name as the Company may for the time being be registered with (registered number SC106049);

"Company Communication Provisions" has the meaning given in section 1143 of the Companies Act 2006;

"connected" in relation to a director of the Company, has the meaning given in section 252 of the Companies Act 2006;

"Controlling Person" means any person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the Company or that provides investment advice for a fee (direct or indirect) with respect to such assets or an "affiliate" (within the meaning of the Plan Asset Regulations) of such a person;

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

"Directors" means the directors from time to time of the Company or any of them acting as the board of directors of the Company, or a duly appointed committee thereof;

"electronic address" means an address or number used for the purpose of sending or receiving documents or communications by electronic means;

"electronic copy", "electronic form" and "electronic means" have the meanings given in section 1168 of the Companies Act 2006;

"Eligible Transferee" has the meaning given to it in Article 158.6;

"ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and applicable regulations thereunder;

"execution" includes any mode of execution recognised by law in respect of the document in question;

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

the "Financial Conduct Authority" or "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;

"FSMA" means the Financial Services and Markets Act 2000;

"general meeting" means any general meeting of the Company, including any general meeting held as the Company's annual general meeting in accordance with section 336 of the Companies Act 2006;

"hard copy" and "hard copy form" have the meanings given in section 1168 of the Companies Act 2006;

"in writing" means any method of representing or reproducing words in a legible and permanent form whether sent or supplied in electronic form or otherwise;

"London Stock Exchange" means London Stock Exchange plc;

"Mandatory Disposal" has the meaning given to it in Article 158.6;

"member" has the meaning given in section 112 of the Companies Act 2006 and "holder" shall also be interpreted in the same way;

"month" means calendar month;

"Non-Qualified Holder" means any person whose direct, indirect or beneficial ownership of shares in the Company may, in the determination of the Board, have any of the following effects:

• (a) cause the Company to be required to register as an "investment company" under the US Investment Company Act (including because the holder of the shares is not a "qualified purchaser" as defined in that Act) or to lose an exemption or status thereunder to which it might otherwise be entitled;
• (b) cause the Company to have to register or qualify itself or any of the shares in the Company under the US Securities Act or the US Exchange Act or any similar legislation, or with any securities regulatory authority or any state or other jurisdiction of the United States;
• (c) cause any of the Company's appointed investment managers or investment advisers to have to register as an "investment adviser" under the US Investment Advisers Act of 1940, as amended, or any similar legislation;
• (d) cause the Company not to be considered a "foreign private issuer" as such term is defined in rule 3b-4(c) under the US Exchange Act;
• (e) result in any shares in the Company being owned, directly or indirectly, by Benefit Plan Investors or Controlling Persons other than where such shares are acquired with the written consent of the Company;
• (f) cause the assets of the Company to be considered "plan assets" under the Plan Asset Regulations;
• (g) cause the Company to be a "controlled foreign corporation" for the purposes of the US Tax Code;
• (h) result in shares in the Company being owned by a person whose giving, or deemed giving, of the representations as to ERISA and other matters set forth in Article 158.1 is or is subsequently shown to be false or misleading; and/or
• (i) cause the Company to be in violation of the US Investment Company Act, the US Exchange Act, ERISA, the US Tax Code or any applicable federal, state, local, non-US or other laws or regulations that are substantially similar to section 406 of ERISA or Section 4975 of the US Tax Code;

"officer" means includes a Director, manager and the Secretary, but does not include an auditor;

"Operator" means Euroclear UK & International Limited or such other person as may for the time being be approved by HM Treasury as Operator under the CREST Regulations;

"Operator-instruction" means a properly authenticated dematerialised instruction attributable to the Operator;

"ordinary resolution" has the meaning given in section 282 of the Companies Act 2006;

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

"Plan Asset Regulations" means the plan asset regulations promulgated by the United States Department of Labor at 29 C.F.R. section 2510.3-101, as modified by section 3(42) of ERISA;

"recognised clearing house" means has the meaning given to it by section 285 of FSMA;

"recognised investment exchange" means has the meaning given to it by section 285 of FSMA;

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

"Register" means the register of members of the Company;

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

"Satellite Location" has the meaning ascribed thereto in Article 55.2;

"seal" means the common seal of the Company;

"Secretary" means (subject to the provisions of the Statutes) includes any person appointed by the Directors to perform any of the duties of the Secretary and where 2 or more persons are appointed to act as joint secretaries shall include any one of those persons;

"shares" means shares in the capital of the Company;

"Similar Law" means any federal, state, local or non-US law that is similar to the prohibited transaction provisions of section 406 of ERISA and/or section 4975 of the US Tax Code;

"special resolution" has the meaning given in section 283 of the Companies Act 2006;

"Statutes" means the Companies Acts, the CREST Regulations and every other Act (including any orders, regulations or other subordinate legislation made under any such Act) for the time being in force relating to companies and affecting the Company;

"Transfer Notice" has the meaning given to it in Article 158.5;

"transmission event" means death, bankruptcy or any other event giving rise to the transmission of a person's entitlement to a share by operation of law;

"UK Listing Authority" means the Financial Services Authority acting in its capacity as the competent authority for the purposes of FSMA;

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

"United Kingdom" means 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;

"US Exchange Act" means the US Securities Exchange Act of 1934, as amended;

"US Investment Company Act" means the US Investment Company Act of 1940, as amended;

"US Securities Act" means the US Securities Act of 1933, as amended;

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

"working day" means any day (other than a Saturday or Sunday) on which banks are open in London for normal banking business.

• 2.2. The expressions "debenture" and "debenture holder" include "debenture stock" and "debenture stockholder" respectively.
• 2.3. All provisions of these Articles that are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" shall be interpreted accordingly.
• 2.4. Except where the context otherwise requires, references to issued shares of any class shall not include any shares of that class held as treasury shares.
• 2.5. The expression "present in person" in relation to a holder or member is deemed to include the presence of an authorised representative of a corporate member duly appointed under section 323 of the Companies Act 2006 and similar expressions shall be interpreted accordingly.
• 2.6. The provisions of the Statutes relating to sending documents apply where any provision of these Articles uses the words "sent", "supplied", "delivered", "provided", "given", "produced", "circulated" or any derivation of those words.
• 2.7. References to days of notice in relation to any meeting mean clear days.
• 2.8. All references in these Articles relating to the giving of instructions by means of a relevant system are deemed to relate to a properly authenticated dematerialised instruction given in accordance with the CREST Regulations. The giving of such instructions is subject to:
  • 2.8.1. the facilities and requirements of the relevant system;
  • 2.8.2. the extent permitted by the CREST Regulations; and
  • 2.8.3. the extent permitted by or practicable under the rules and practices from time to time of the Operator of the relevant system.
• 2.9. Save as otherwise provided in these Articles, words and expressions defined in the Statutes have the same meanings in these Articles.
• 2.10. Words denoting the singular include the plural and vice versa, and words denoting masculine shall include the feminine.
• 2.11. Any reference to a person includes a reference to an undertaking.
• 2.12. References to any statute or statutory provision include, unless the context otherwise requires, a reference to that statute or statutory provision as modified, replaced, re-enacted or consolidated and in force from time to time and any subordinate legislation made under the relevant statute or statutory provision.
• 2.13. The table of contents and the headings and sub-headings to these Articles are inserted for convenience only and do not affect the construction of these Articles.
• 2.14. References to a "meeting":
  • 2.14.1. 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 Location, and such persons shall be deemed to be "present" at that meeting for all purposes of the Companies Acts and these Articles and "attend", "attending", "attendance", "participate", "participating" and "participation" shall be construed accordingly; and
  • 2.14.2. shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
• 2.15. 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.
• 2.16. 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.
• 2.17. 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 Board under these Articles, including, without limitation, online platforms, application technology and conference call systems.
• 2.18. 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.

COMPANY NAME

3. COMPANY NAME

The name of the Company may be changed by a resolution of the Board.

LIABILITY OF MEMBERS

4. LIABILITY OF MEMBERS

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

SHARE CAPITAL

5. SHARE CAPITAL

The Company may increase its share capital by the allotment and issue of new shares in the Company subject to and in accordance with the provisions of the Statutes and these Articles.

5A. RECLASSIFIED SHARES

• 5A. (1) Words and expressions defined in the circular to shareholders of the Company dated 18 December 2024 (the "Circular") shall bear the same meanings in this Article 5A, save where the context otherwise requires.
• 5A. (2)Every reference in these Articles to shares shall be construed as a reference to the ordinary shares of 20 pence each in the capital of the Company which are designated as shares with either "A" rights or "B" rights as set out in Article 5A(3) 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 5A(3).
• 5A. (3)The rights attaching to the Shares with "A" rights and the Shares with "B" 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:
  • (a) 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 (or to the Liquidators as nominee on their behalf) of the number of New IAT 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;
  • (b) 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;
  • (c) any cash arising in the Company after the payment of the Cash Pool and transfer of the Rollover Pool and any surplus remaining in the Liquidation Pool ("Relevant Cash") shall be distributed in accordance with the Scheme.

6. FRACTIONS OF SHARES

If, as a result of any consolidation and sub-division of shares, any members of the Company are entitled to fractions of shares, the Directors may decide how to deal with such fractions. In particular, the Directors may sell the shares to which members have fractional entitlements for the best price reasonably obtainable and pay and distribute to the members having such entitlement in due proportions the net proceeds of sale. For the purpose of giving effect to any such sale the Directors may appoint some person to execute or otherwise effect a transfer of the shares to the buyer and may enter the buyer's name in the Register as the holder of such shares. The buyer shall not be entitled to see how the purchase money was applied and his title to the shares shall not be affected if the sale was irregular or invalid in any way.

CLASS RIGHTS AND MEETINGS

7. CONSENT REQUIREMENTS AND CLASS MEETINGS

• 7.1. Whenever the share capital of the Company is divided into different classes of shares, all or any of the special rights attached to any class may, subject to the provisions of the Statutes and unless otherwise expressly provided by the rights attached to shares of that class, be varied or abrogated either with the consent in writing of the holders of not less than three fourths 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 (excluding any shares of that class held as treasury shares) 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 these Articles relating to general meetings of the Company and to the proceedings thereat shall, so far as applicable, apply mutatis mutandis, except that the necessary quorum shall be two persons together holding or representing by proxy at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) (but so that, if at any adjourned meeting a quorum as above defined is not present, any holder of shares of that class present in person or by proxy (excluding any shares of that class held as treasury shares) shall be a quorum), that any holder of shares of that class present in person or by proxy (excluding any shares of that class held as treasury shares) may demand a poll and that every such holder shall on a poll have one vote for every share of that class held by him. The foregoing provisions of this Article 7.1 shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if the shares concerned and the remaining shares of such class formed separate classes.
• 7.2. The rights attached to any class of shares shall, unless otherwise expressly provided by the terms of issue of such shares or the terms upon which such shares are for the time being held, be deemed not to be varied or abrogated by the creation or issue of further shares ranking pari passu with or subsequent to the first mentioned shares or by the purchase by the Company of its own shares.

8. SHARES WITH PREFERENTIAL RIGHTS

Unless expressly provided for by these Articles or in the rights attaching to a class of shares, the following shall not be deemed to be variations of the rights attached to that class:

8.1. the creation or allotment of other shares having rights to participate in the profits or assets of the Company which rank either equal to, or after, a class with any preferential right to participate in the profits or assets of the Company; or

8.2. any lawful purchase or redemption by the Company of its own shares of any class.

9. NEW SHARES WITH SPECIAL RIGHTS

• 9.1. Without prejudice to any special rights conferred on the holders of any shares or class of shares, the Company may by ordinary resolution (provided such resolution is passed before the shares are allotted) determine that any shares are allotted with special rights, privileges or restrictions.
• 9.2. Shares can be allotted:
  • 9.2.1. with a preferential, deferred or qualified right to dividends or to the distribution of assets;
  • 9.2.2. with a special or qualified (or without any) right of voting or with restrictions on the right to vote; or
  • 9.2.3. on terms that they are redeemable or, at the option of the Company or the shareholder, are liable to be redeemed.
• 9.3. Subject to the provisions of the Statutes and to any rights previously conferred on the holders of any other shares the Board is authorised to determine the terms, conditions and manner of redemption of any redeemable shares.

SHARES

10. PAYMENT OF COMMISSION

Subject to the provisions of and powers conferred by the Statutes, the Company may pay commissions and brokerage on the issue of new shares.

11. RENUNCIATION

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, recognise a renunciation by the allottee in favour of some other person. The Directors may allow an allottee to renounce the share subject to such terms and conditions as the Directors may impose.

12. NON-RECOGNITION OF TRUSTS AND OTHER INTERESTS

• 12.1. Except as required by law or by these Articles, the Company is not bound by or compelled to recognise (even when having notice) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or otherwise provided by law) any other right in respect of any share, except an absolute right of the holder to the whole of the share or, in the case of a share warrant, to the bearer of the warrant for the time being.
• 12.2. The Company is entitled, but is not bound, to recognise in such manner and to such extent as it may think fit any trusts in respect of any of the shares of the Company. Notwithstanding

any such recognition, the Company is not bound to see to the execution, administration or observance of any trust, whether express, implied or constructive, in respect of any shares of the Company and is entitled to recognise and give effect to the acts and deeds of the holders of such shares as if they were the absolute holders. For the purpose of this Article, "trust" includes any right in respect of any shares of the Company other than an absolute right of the holder of the share for the time being or such other rights in the case of transmission as are mentioned in these Articles.

13. SHARE WARRANTS

• 13.1. The Company may, with respect to any fully paid shares, issue a warrant to bearer ("share warrant") stating that the bearer of the warrant is entitled to the shares specified in it and may provide (by coupons or otherwise) for the payment of future dividends on the shares included in a share warrant.
• 13.2. The Directors may determine and vary the terms and conditions upon which share warrants shall be issued. Subject to such conditions and to these Articles, the bearer of a share warrant is deemed to be a member for all purposes.
• 13.3. A share represented by a share warrant may be transferred by delivery of the warrant representing it.
• 13.4. The Company must not in any way be bound by or recognise any interest in a share represented by a share warrant other than the absolute right of the bearer of that warrant to that warrant.

SHARE CERTIFICATES AND UNCERTIFICATED HOLDINGS

14. FORM OF CERTIFICATES

Every share certificate shall be executed by the Company in such manner as the Directors may decide and shall specify the number, class, amount paid up and distinguishing number (if any) of the shares, warrants, debentures or other securities to which it relates. The Directors may decide that any certificate executed other than under seal may bear signatures affixed by some mechanical or other system of applying facsimile signatures. No certificate shall be issued representing shares, warrants, debentures or other securities of more than one class.

15. ISSUE OF CERTIFICATES

• 15.1. Every member (except a person to whom the Company is not required by law to issue a certificate) holding shares in certificated form is entitled without payment to a certificate for the shares registered in his name:
  • 15.1.1. in the case of an issue of shares, within one month (or such longer period as the terms of issue shall provide) after their allotment;
  • 15.1.2. in the case of a transfer of shares, within two months after lodgement of a transfer; or
• 15.1.3. in the case of the surrender of a share warrant for cancellation, within 2 months of the surrender of the warrant.
• 15.2. In the case of a share held jointly, the Company is not bound to issue more than one certificate and delivery of a certificate to any one of the joint holders shall be sufficient delivery to all.
• 15.3. Share certificates sent to members or their agents by post are sent at the members' risk.
• 15.4. Delivery of a share certificate to a broker or agent acting in regard to the purchase or transfer of shares to which it relates is sufficient delivery to the purchaser or the transferee, as the case may be.
• 15.5. The Company does not have to issue a share certificate to a recognised clearing house or to its nominee or to the nominee of a recognised investment exchange.
• 15.6. If any shares are converted from uncertificated into certificated form in accordance with the CREST Regulations, any member is entitled without payment to a certificate for them within the period specified by the CREST Regulations.

16. TRANSFER OF PART OF A HOLDING

Where a member transfers only some of the shares comprised in a share certificate, the old certificate shall be cancelled and a new certificate for the balance of such shares shall be issued in its place without payment.

17. REPLACEMENT OF CERTIFICATES

• 17.1. Any two or more certificates representing shares of any one class held by any member may, at his request, be cancelled and a single new certificate for all such shares shall be issued in their place upon payment of such reasonable charge (if any) as the Directors may require.
• 17.2. A member may surrender a share certificate representing shares held by him and request the Company to cancel it and issue in its place 2 or more share certificates for such shares in such proportions as he may specify. The Directors may, if they think fit, comply with such request upon payment of such reasonable charge (if any) as the Directors may require.
• 17.3. If a share certificate is damaged or alleged to have been lost, stolen or destroyed, a member may request that it be replaced with a new certificate subject to delivery up of the certificate or (if lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity, and upon payment of such reasonable charge (if any) as the Directors may require. In the case of shares held jointly by several persons such a request may be made by any one of the joint holders.

18. UNCERTIFICATED HOLDINGS

18.1. Subject to the Statutes and the rules (as defined in the CREST Regulations), and apart from any class of wholly dematerialised security, the Directors may determine that any class of shares be held in uncertificated form and that title to such shares may be transferred by means of a relevant system or that shares of any class should cease to be held and transferred in this way.

• 18.2. The provisions of these Articles shall not apply to shares of any class which are in uncertificated form to the extent that such Articles are inconsistent with:
  • 18.2.1. the holding of shares of that class in uncertificated form;
  • 18.2.2. the transfer of title to shares of that class by means of a relevant system; or
  • 18.2.3. any provision of the CREST Regulations.
• 18.3. Shares held in uncertificated form do not form a class of shares separate from shares in certificated form with the same rights.
• 18.4. Unless the Directors otherwise decide, shares held by any member in uncertificated form will be treated as a separate holding from any shares held by that member in certificated form.

CALLS ON SHARES

19. POWER TO MAKE CALLS

• 19.1. Subject to these Articles and to any relevant terms of allotment, the Directors may make calls on the members in respect of any money unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) as they think fit.
• 19.2. At least 14 days' notice in writing shall be given of each call, and each member to whom the call has been made is liable to pay the amount of each call to the person and at the time and place specified by the Directors in the notice. A call may be made payable by instalments. Any call is deemed made as soon as the resolution of the Directors authorising the call has been passed. A call may be partly or wholly revoked or postponed by the Directors, at any time before the Company receives the money due in respect of it.
• 19.3. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

20. POWER OF CHARGEE TO MAKE CALLS

If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Directors may delegate to the person in whose favour such mortgage or security is executed, or to any other person in trust for him, the power to make calls on the members in respect of the uncalled capital and to sue in the name of the Company or otherwise for the recovery of money (including any money due under Articles 22 or 23) becoming due in respect of calls so made and to give valid receipts for such money. The power so delegated may (if so expressed) be assignable.

21. LIABILITY OF JOINT HOLDERS

The joint holders of a share are jointly and severally liable to pay all instalments and calls and any one of a joint holder may give a receipt for any return of capital payable in respect of such share.

22. INTEREST ON UNPAID CALLS

If any member is liable to pay any call or instalment and has not paid it by the due date, he shall (unless the Directors otherwise decide) pay interest on the unpaid amount from the due date for payment to the time of actual payment. The rate may be fixed by the terms of issue of the share or in the call notice or, if the rate is not so fixed, the Directors may decide the rate. In default of any rate that is so fixed or determined the rate of interest shall be the appropriate rate as defined in the Statutes. The Directors also have the discretion to require a member to pay all costs, charges and expenses of the Company in connection with the late or non-payment of, any call or instalment.

23. SUMS DUE ON ALLOTMENT DEEMED AS CALLS

If the terms of issue of a share make any sum payable on allotment or at any fixed date, that sum and any instalment of a call is deemed to be a call duly made and payable on the date fixed for payment. In the 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 such sum had become payable by virtue of a call duly made and notified.

24. DIFFERENTIATION IN CALLS

The Directors may from time to time on the issue of shares differentiate between the holders with regard to the number of calls to be paid on those shares and the times of payment.

25. PAYMENTS OF CALLS IN ADVANCE

The Directors may accept from any member all or part of the money payable on his shares in advance of any calls made under Article 19. The Directors may agree to pay interest on the money paid in advance, at a rate agreed between the Directors and the member. In determining a member's dividend entitlement, payments made in advance of calls shall be disregarded until, and to the extent that, a call is actually made.

FORFEITURE, SURRENDER AND LIEN

26. NOTICE REQUIRING PAYMENT OF UNPAID CALLS

• 26.1. If a member fails to pay all or part of any call or instalment of a call on or before the due date, the Directors may serve a notice on him demanding payment of the unpaid call or instalment together with any accrued interest and any expenses incurred by the Company by reason of such non-payment.
• 26.2. The notice shall:
• 26.2.1. confirm the date (being not less than 14 days from the date of service of the notice) by which the demanded payment must be made;
• 26.2.2. name the place where payment is to be made; and
• 26.2.3. state that, in the event of non-payment, the shares in respect of which the call or instalment of the call is payable shall be liable to be forfeited.

27. FORFEITURE FOR NON-COMPLIANCE WITH NOTICE

If payment pursuant to any notice given pursuant to Article 26 is not received by the date specified in the notice, the Directors may resolve that any share in respect of which such notice was given may be forfeited. Such forfeiture shall include all dividends and other payments or distributions declared in respect of the forfeited share and not actually paid or distributed before forfeiture.

28. NOTICE OF FORFEITURE

When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall be given to the person whose shares have been forfeited. An entry recording the giving of the notice and the date of the forfeiture (which shall be the same date as the date of the Directors' resolution forfeiting the shares) must be made in the Register opposite to the entry of the share. Failure to give the notice of forfeiture or to make the required entry in the Register shall not invalidate the forfeiture.

29. CANCELLATION OF FORFEITURE

The Directors may, at any time before a forfeited share has been sold, re-allotted or otherwise disposed of or cancelled, permit the forfeiture to be cancelled upon the payment of all calls and interest due, costs, charges and expenses incurred in respect of the share, and upon any other terms they may decide.

30. POWER TO DEAL WITH FORFEITED SHARES

Every share that is forfeited shall become the property of the Company. The Directors may cancel, sell, re-allot or otherwise dispose of the forfeited share to any person, upon such terms and in such manner as they may decide. The Directors may authorise any person to transfer a forfeited share to any other person.

31. HOLDER LIABLE DESPITE FORFEITURE

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares and shall, if the share is in certificated form, surrender the certificate for the forfeited shares to the Company for cancellation. He shall remain liable to pay to the Company all unpaid calls and instalments, interest and expenses in respect of such shares at the time of forfeiture, with interest from the time of forfeiture to the date of payment at such rate and in the same manner as if the shares had not been forfeited. The Directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal. They may also waive payment in whole or in part.

32. EFFECT OF FORFEITURE ON CLAIMS

Save where such rights and liabilities are expressly preserved by these Articles or the Statutes, the forfeiture of a share shall result in the cancellation of all interest in, and all claims and demands against the Company in respect of, the share and all other rights and liabilities connected with the share as between the member whose share is forfeited and the Company.

33. SURRENDER IN LIEU OF FORFEITURE

The Directors may accept the surrender of any share, which they are in a position to forfeit. The surrender of a share shall give rise to the same consequences as if the Directors had forfeited the share; in particular, any share surrendered may be disposed of in the same manner as a forfeited share.

34. COMPANY'S LIEN ON PARTLY PAID SHARES

The Company has a lien on all partly paid shares for all money owed to the Company for the shares. The Company's lien shall extend to all dividends and other money payable on a share. The lien has priority over all claims of others to the shares. The Directors may waive or suspend any lien, which has arisen.

35. POWER TO SELL SHARES SUBJECT TO A LIEN

The Directors may sell, in such manner as they may decide, any share on which the Company has a lien provided that:

• 35.1. all or part of the money owed by the member in respect of the share is payable immediately;
• 35.2. notice in writing has been given to the relevant member (or any person entitled by a transmission event) demanding payment of the money and stating that the shares shall be sold if payment is not made; and
• 35.3. payment has not been received by at least 14 clear days after the notice was given.

The Directors may authorise any person to sign a document to transfer the shares. The Directors may enter the name of the buyer of the shares in the Register as the holder, and the buyer shall not be entitled to see how the purchase money is applied and his title to the share shall not be affected if the sale was irregular or invalid in any way.

36. APPLICATION OF PROCEEDS OF SALE

The proceeds of a sale pursuant to Article 35 shall first be applied to pay the Company's expenses of the costs of such sale, and next shall be applied towards paying the amount that was due on the relevant shares. Any balance shall be paid to the member or the person entitled by a transmission event provided that the certificate for the shares has been surrendered to the Company for cancellation. The Company's lien shall also apply to any balance to cover any money due to the Company but not then payable. The Company shall have the same rights over the money as it had over the shares immediately before the sale.

37. EVIDENCE OF FORFEITURE, SURRENDER OR SALE

A statutory declaration in writing by a Director or the Secretary that a share has been forfeited or surrendered or sold to satisfy a lien of the Company shall be conclusive evidence of the facts stated in it. The declaration, together with the share certificate and an executed transfer document, shall give a buyer good title to the share. The buyer shall be discharged from all calls made prior to the purchase of the share and shall not be entitled to see how the purchase money is applied. His title to the share shall not be affected if the sale was irregular or invalid in any way.

TRANSFER OF SHARES

38. FORM AND EXECUTION OF TRANSFERS

• 38.1. A transfer of a certificated share must be made in writing, in the usual standard form or in any other form approved by the Directors, and delivered to the registered office together with the share certificate (or an indemnity in a form satisfactory to the Directors) and such further evidence as the Directors may require to prove title. The document of transfer must be executed by or on behalf of the person selling the share and, if the share is not fully paid, by or on behalf of the buyer of the share.
• 38.2. A transfer of an uncertificated share must be made through the Operator in accordance with the CREST Regulations.
• 38.3. The person making the transfer shall continue to be treated as a member until the name of the buyer of the share is entered in the Register.

39. RIGHT TO REFUSE REGISTRATION

• 39.1. Subject to the Statutes and without prejudice to Article 158, the Directors may refuse to register the transfer of any certificated share if:
  • 39.1.1. it is a partly paid share, provided that, where any such share is admitted to the Official List maintained by the UK Listing Authority, such discretion may not be exercised in such a way as to prevent dealings in partly paid shares from taking place on an open and proper basis;
  • 39.1.2. a notice has been served in respect of a share pursuant to section 793 of the Companies Act 2006 or any other provision of the Statutes concerning the disclosure of interests in voting shares and:
    • (a) the share(s) comprising the subject of that notice represent in aggregate at least 0.25% of that class of shares (calculated exclusive of any treasury shares of that class); and

(b) the person on whom the notice was served has failed to comply with the notice within the date specified in it (being not less than 14 clear days from the date of service of the notice);

unless the share transfer is to a bona fide unconnected third party such as a sale through a recognised investment exchange or an overseas exchange or as a result of an acceptance of a takeover offer; or

• 39.1.3. the transfer is in favour of more than 4 persons jointly.
• 39.2. Without prejudice to Article 39.1 and Article 158, the Directors may also refuse to recognise any instrument of transfer relating to certificated shares unless it is:
  • 39.2.1. in respect of only one class of share;
  • 39.2.2. delivered stamped (or certified to be exempt from stamp duty) to the registered office or any other place as the Directors may decide; and
  • 39.2.3. accompanied by the share certificate (or an indemnity in a form satisfactory to the Directors) and such further evidence as the Directors may require to prove title.
• 39.3. In the case of a transfer by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, the delivery up of share certificates shall only be necessary if and to the extent that certificates have been issued in respect of the relevant shares.
• 39.4. For as long as the circumstances in Article 39.1.2 are applicable, the consequences of default under that Article shall also apply to any additional share allotted to that person after service of the notice as if such additional share had also been the subject of that notice.
• 39.5. The renunciation of an allotment of shares by the allottee in favour of another person shall be deemed to be a transfer and the Directors shall have the same powers to refuse to give effect to such a renunciation as if it were a transfer.
• 39.6. In respect of an uncertificated share the Directors may only register or refuse to register the transfer of such a share in accordance with the CREST Regulations.

40. RETENTION OF INSTRUMENTS OF TRANSFER

All instruments of transfer, which are registered, may be retained by the Company, but any instrument of transfer which the Directors refuse to register shall (except in the case 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 refusal is given.

41. NO FEE PAYABLE FOR REGISTRATION OF TRANSFERS

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

TRANSMISSION OF SHARES

42. TRANSMISSION ON DEATH

In case of the death of a member, the survivor(s) where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares. This Article does not release the estate of a deceased holder from any liability in respect of any share solely or jointly held by him.

43. NOTICE OF ELECTION FOR REGISTRATION OF TRANSFER

• 43.1. A person becoming entitled to a share as a result of a transmission event may:
  • 43.1.1. elect by notice in writing to be registered as the holder of the share; or
  • 43.1.2. transfer the share to some other person;

provided that he supplies to the Company such evidence of his entitlement to the share as the Directors may require.

43.2. Provisions of these Articles relating to transfers and registration of transfers of shares also apply to any election or transfer pursuant to this Article.

44. RIGHTS OF PERSONS ENTITLED BY TRANSMISSION

• 44.1. A person becoming entitled to a share as a result of a transmission event is:
  • 44.1.1. entitled to receive and may give an effective receipt for any dividends or other money payable on the share provided that he supplies to the Company such evidence of his title to the share as the Directors may require; and
  • 44.1.2. not entitled to receive notice of or attend or vote at general meetings of the Company or to exercise or enjoy any other right conferred by membership in relation to shareholder meetings of the Company until he is registered as a member.
• 44.2. The Directors may give notice requiring any such person to elect either to be registered himself or transfer the share and, if the notice is not complied with within 60 days of service, the Directors may withhold payment of all dividends and other money payable on or in respect of the share until the notice has been complied with.

UNTRACED SHAREHOLDERS

45. NOTICES TO MEMBERS WITH NO KNOWN ADDRESS

45.1. If the Company sends two consecutive notices of meetings or other documents to a member over a period of at least 12 months, and each of those documents is returned undelivered, or the Company receives notification that they have not been delivered, that member ceases to be entitled to receive notices of meetings and other documents from the Company.

• 45.2. A member who has ceased to be entitled to receive notices and documents from the Company becomes entitled to receive such notices and documents again by sending to the registered office:
  • 45.2.1. a new address to be recorded in the Register; or
  • 45.2.2. if the member has agreed that the Company should use a means of communication other than sending things to such address, the information that the Company needs to use that means of communication effectively.

46. POWER TO DISPOSE OF SHARES

• 46.1. Subject to the Statutes, the Company may sell the shares of any member or the shares to which any person is entitled by a transmission event at the best price reasonably obtainable provided that:
  • 46.1.1. during the period of 12 years prior to the publication of the earliest of the advertisements referred to in Article 46.1.2, at least 3 cheques or warrants in respect of dividends have been sent by the Company through the post in a prepaid envelope to the registered address of the member or to the person entitled to the shares by a transmission event and no such cheque or warrant has been cashed, and no communication has been received from such member or person; and
  • 46.1.2. at the end of the 12 year period 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; and
  • 46.1.3. the Company has not, during a further period of 3 months after the date of such notice being served and prior to the sale of the share, received any communication in respect of the share from the member or person entitled by transmission.
• 46.2. If, during the 12 year period referred to in Article 46.1, further shares have been allotted in right of those held at the beginning of the period or any previously allotted during such period and all the requirements of Article 46.1 have been satisfied in regard to the further shares, the Company may also sell those further shares.
• 46.3. The Directors may authorise any person to sign a document to transfer the shares. The Directors may enter name of the buyer of the shares in the Register as the holder, and the buyer shall not be entitled to see how the purchase money is applied and his title to the share shall not be affected if the sale was irregular or invalid in any way.
• 46.4. The proceeds of sale shall belong to the Company but it must pay an amount equal to the sale proceeds less the costs of the sale to the member or person entitled by transmission if

either of them request. The Company shall enter the name of the former member or other person in the books of the Company as a creditor for such amount, which shall be a permanent debt of the Company. No trust shall be created in respect of the debt and no interest shall be payable in respect of it. The Company shall not be required to account for any money earned on the net proceeds of sale, which may be used in the business of the Company in any way the Directors decide.

CONVERSION OF SHARES INTO STOCK

47. POWER TO CONVERT AND RECONVERT

The Company may by ordinary resolution convert all or some of its stock into fully paid up shares of the same class as the stock so converted.

48. TRANSFERS OF STOCK

• 48.1. If any shares are converted into stock, the holders of the stock may transfer all or part of their interests in the stock in the manner specified by the Company by ordinary resolution. If not specified, they may transfer the stock in the same way (or as near as circumstances allow) but subject to the same restrictions as the shares from which the stock was converted might have been transferred.
• 48.2. The Company by ordinary resolution (or in default the Directors) may:
  • 48.2.1. fix the minimum amount of stock transferable which cannot, without sanction by ordinary resolution, exceed the nominal amount of the shares from which the stock was converted;
  • 48.2.2. restrict or forbid the transfer of fractions of that minimum; and
  • 48.2.3. prescribe that stock is to be divided and transferable in units of corresponding amount;

provided that the Company or the Directors, as the case may be, may waive the restrictions and requirements referred to in this Article.

49. RIGHTS OF STOCKHOLDERS

The stockholders are entitled to participate in the dividends and profits of the Company according to the class of stock and the amount of their respective interests in the stock. Such interests shall, in proportion to the amount of the stock held, confer on the stockholders respectively the same rights to vote at meetings of the Company and for other purposes as if they held the shares from which the stock arose. No other rights, except participation in the dividends, profits and assets of the Company, shall be conferred by any amount of stock as would not, if existing in shares, have conferred such rights.

GENERAL MEETINGS

50. ANNUAL GENERAL MEETINGS

An annual general meeting shall be held in accordance with the Statutes and at such time and in such place and/or electronic platform as the Directors decide.

51. GENERAL MEETINGS

All meetings of members other than annual general meetings shall be called general meetings.

52. POWER TO CALL GENERAL MEETINGS

The Directors may call a general meeting whenever they think fit and shall do so if the Statutes require. If there are not sufficient Directors to form a quorum in order to convene a general meeting, any Director may convene a general meeting. If there is no Director, any two members may convene a general meeting in the same manner as nearly as possible as the Directors could have done.

53. PARTICIPATION IN GENERAL MEETINGS

• 53.1. The Directors shall determine in relation to each general meeting (including a postponed or adjourned meeting) the means of attendance at and participation in the meeting, including whether persons entitled to attend and participate in the meeting shall be enabled to do so:
  • 53.1.1. by means of an electronic platform or platforms pursuant to Article 54 (but for the avoidance of doubt, the Board shall be under no obligation to offer or provide such platform, whatever the circumstances); and/or
  • 53.1.2. by attendance and participation at one or more physical locations (including at any Satellite Location pursuant to Article 55).
• 53.2. The Directors may make whatever arrangements it considers fit to allow those entitled to do so to attend and participate in any general meeting. In this respect, the Directors may authorise the use of or require any voting application, system or facility for electronic meetings as the Directors considers appropriate.
• 53.3. Unless the notice of meeting says otherwise or the chair of the meeting decides otherwise, a general meeting shall be treated as taking place where the chair of the meeting is at the time of the meeting.
• 53.4. Two or more persons who may not be in the same place as each other attend and participate in a general meeting if they are able to exercise their rights to speak and vote at that meeting. A person is able to exercise the right to speak at a general meeting if the chair of the general meeting is satisfied that arrangements are in place so as to enable that person to communicate to all those attending the meeting while the meeting is taking place (which communication may be by means of the submission of written communication through an electronic platform). A person is able to exercise the right to vote at a general meeting if that

person can vote on resolutions put to the meeting (or, in relation to a poll, can vote within the required time frame) and that person's vote can be taken into account in deciding whether or not such resolutions are passed at the same time as the votes of others attending the meeting.

54. ELECTRONIC MEETINGS

• 54.1. The Directors may decide to enable persons entitled to attend a general meeting to do so by simultaneous attendance by means of an electronic platform with no persons necessarily in physical attendance together at the meeting. Members or their proxies or duly authorised corporate representatives present by means of such electronic platform shall be counted in the quorum for, and entitled to vote at, the general meeting in question, and that general meeting shall be duly constituted and its proceedings valid, if the chair of the general meeting is satisfied that adequate facilities are available throughout the meeting to enable all members and their proxies and duly authorised corporate representatives attending the meeting by whatever means to:
  • 54.1.1. participate in the business for which the general meeting has been convened; and
  • 54.1.2. hear all persons who speak at the general 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 61 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.

55. GENERAL MEETING HELD AT MORE THAN ONE PHYSICAL LOCATION

55.1. A general meeting may be held at more than one physical location if:

• 55.1.1. the notice convening the meeting specifies that it shall be held at more than one location; or
• 55.1.2. the Directors resolve, after the notice convening the meeting has been given, that the meeting shall be held at more than one location; or
• 55.1.3. it appears to the chair of the meeting that the location of the meeting specified in the notice convening the meeting is inadequate to accommodate all persons entitled and wishing to attend.
• 55.2. If the Directors or the chair of the meeting decide that a general meeting shall be held at more than one physical location, the Directors or the chair of the meeting shall direct that the meeting shall take place at the location at which the chair of the meeting shall preside (the "Principal Place") and shall make arrangements, either before or during the meeting, for simultaneous attendance and participation in the meeting by persons (being entitled to do so) attending the meeting at one or more other physical locations (whether within the same premises or not as the Principal Place) (each a "Satellite Location"). Such arrangements may include arrangements for controlling or regulating the level of attendance, and the safety and security of attendees, at any of such locations in the manner set out in Article 65.
• 55.3. The members present in person or by proxy or by duly authorised corporate representative at each Satellite Location shall be counted in the quorum for, and entitled to vote at, the general meeting in question, and that general meeting shall be duly constituted and its proceedings valid, if the chair of the general meeting is satisfied that adequate facilities are available throughout the meeting to enable all members and their proxies and duly authorised corporate representatives attending the meeting by whatever means to:

55.3.1. participate in the business for which the general meeting has been convened; and

55.3.2. hear all persons who speak at the general meeting.

• 55.4. A person (a "Satellite Chair") shall preside at each Satellite Location (if any). Each Satellite Chair shall be appointed by the Board or the chair of the meeting, or by some person to whom the Directors or the chair of the meeting has delegated the task. Every Satellite Chair may take such action as he or she thinks necessary to maintain good order at the location where he or she is presiding and every Satellite Chair shall have all powers necessary or desirable for that purpose. Every Satellite Chair shall also carry out all requests made of them by, or on behalf of, the chair of the meeting in relation to the conduct of the meeting and every Satellite Chair shall have all powers necessary or desirable for that purpose.
• 55.5. For the purposes of all other provisions of these Articles (unless the context requires otherwise), any general meeting which has a Principal Place and one or more Satellite Locations shall be treated as being held and taking place at the Principal Place and the powers of the chair of the meeting shall apply equally to the Satellite Locations, including the chair's power to adjourn the meeting under Article 61.
• 55.6. If it appears to the chair of the general meeting that the facilities at the Principal Place or at any Satellite Location 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 61 shall apply to that adjournment.
• 55.7. Nothing in this Article shall limit or restrict the right of the Directors to enable persons to simultaneously attend and participate at a general meeting by means of an electronic platform in accordance with these Articles.

NOTICE OF GENERAL MEETINGS

56. PERIOD OF NOTICE

• 56.1. An annual general meeting shall be called by written notice of at least 21 clear days.
• 56.2. Any other general meeting shall be called by written notice of at least 21 clear days.
• 56.3. A general meeting (including an annual general meeting) may be called by shorter notice than specified above if the conditions set out in the Statutes have been satisfied.
• 56.4. The Company may determine that only those persons entered on the Register at the close of business on a day determined by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such notice.

57. CONTENTS OF NOTICE

• 57.1. Every notice calling a general meeting or a meeting of any class of members shall:
  • 57.1.1. specify the place and/or electronic platform, date and time of the meeting;
  • 57.1.2. specify the general nature of the business to be dealt with at the meeting;
  • 57.1.3. state with reasonable prominence that a member is entitled subject to the Statutes to appoint one or more persons as his proxy to exercise all or any of his rights to attend, speak and vote instead of him and that a proxy need not be a member of the Company;
  • 57.1.4. in the case of an annual general meeting, specify the meeting as such; and
  • 57.1.5. the case of any general meeting at which Directors are retiring and offering themselves for re-election in accordance with these Articles, specify the names of the Directors who are offering themselves for re-election;
  • 57.1.6. details of the website on which the Company will publish information required by the Statutes in advance of the general meeting;
  • 57.1.7. a statement that the right to vote at the general meeting is determined by reference to the Register and the time when that right is determined;
• 57.1.8. details of the procedures with which members must comply in order to be able to attend and vote at the meeting (including the date by which they must comply);
• 57.1.9. details of any forms to be used to appoint a proxy;
• 57.1.10. where the Company intends to offer the facility for members to vote in advance or by electronic means, details of the procedure for doing so (including the date by which it must be done and details of any forms to be used); and
• 57.1.11. a statement of the right of members to ask questions in accordance with the Statutes.
• 57.2. If the Board determines 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 Board or shall state where details of such arrangements will be made available by the Company prior to the meeting.
• 57.3. In the case of any general meeting the Company must determine and specify in the notice of meeting that a member is not entitled to attend and vote unless his name is entered on the Register at a time specified in the notice of meeting which is not more than 48 hours before the time fixed for the meeting. In calculating this time period, no account shall be taken of any part of a day that is not a working day.

58. OMISSION OR NON-RECEIPT OF NOTICE

• 58.1. The accidental omission to give any notice of a meeting or the accidental omission to send or supply any document or other information relating to any meeting to, or the non-receipt of any such notice, document or other information by, any person entitled to receive the notice, document or other information shall not invalidate the proceedings at that meeting (even if the Company becomes aware of such failure to send or supply or non-receipt).
• 58.2. A member present in person or by proxy at a meeting (which shall include by means of an electronic platform and/or at a Satellite Location, if relevant) shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting.

59. POSTPONEMENT OF GENERAL MEETINGS

If, after the sending of notice of a general meeting but before the meeting is held (or after the adjournment of a general meeting but before the adjourned meeting is held), the Board, in its absolute discretion, considers that it is impractical, undesirable or unreasonable for any reason to hold the meeting on the date or at the time or place(s) and/or by means of the electronic platform specified in the notice calling the general meeting, the Board may postpone or move the general meeting to another date, time, place(s) and/or change the electronic platform. No new notice of the meeting need be sent, but the Board shall take reasonable steps to ensure that any member attempting to attend the meeting at the original time, place(s) and/or electronic platform is informed of the new arrangements. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting (and in calculating such 48 hour period, the Board may decide not to take account of any part of a day that is not a working day). The Board may also postpone or move the rearranged meeting under this Article.

PROCEEDINGS AT GENERAL MEETINGS

60. QUORUM

• 60.1. No business, other than the appointment of a chairman of the meeting, shall be transacted at any general meeting unless a quorum is present. Save as otherwise provided in these Articles, 2 members present in person or by proxy and entitled to vote on the business to be transacted shall be a quorum.
• 60.2. If a quorum is not present within 15 minutes from the time appointed for a general meeting (or such longer time as the chairman of the meeting may decide) or if during the meeting a quorum ceases to be present, the meeting, if convened on or by the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day, time, place and/or electronic platform as may have been specified for the purpose in the notice convening the meeting or (if not so specified), and subject to the Statutes and the provisions of these Articles, as the Chairman of the meeting may determine.

61. ADJOURNMENT

• 61.1. The chairman may at any time, without the consent of the meeting, adjourn any meeting where a quorum is present to another time, place and/or electronic platform where it appears to him that:
  • 61.1.1. the number of persons wishing to attend cannot be conveniently accommodated in the place appointed for the meeting;
  • 61.1.2. the facilities or security at the place of the meeting or the electronic platform provided for the meeting have become inadequate, compromised or are otherwise not sufficient or able to allow the meeting to be conducted as intended;
  • 61.1.3. the conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of its business;
  • 61.1.4. the health, safety or wellbeing of those entitled to attend would be put at risk by their attendance at the meeting; or
  • 61.1.5. an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.
• 61.2. Without prejudice to the provisions of Article 61.1 the chairman of the meeting may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time (or indefinitely) or from place to place.
• 61.3. No business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place. Where a meeting is adjourned indefinitely, the Directors shall fix the time, place and/or electronic platform for the adjourned meeting.
• 61.4. Notice of the adjourned meeting shall, if required, be given in accordance with Article 62.

62. NOTICE OF ADJOURNED MEETING

• 62.1. Any adjournment may, subject to the Companies Acts, be for such time, place(s) and/or electronic platform as the chair (or, if the meeting is adjourned indefinitely, the Board) may in the chair's (or the Board's) absolute discretion determine, notwithstanding that by reason of the adjournment some members may be unable to attend and participate in the adjourned meeting.
• 62.2. When a meeting is adjourned for reasons other than a lack of quorum, the meeting may be held at shorter notice than required by Article 56. If the meeting is adjourned by reason of a lack of quorum then the adjourned meeting may only be called at shorter notice than required by Article 56 if no business shall be dealt with at the adjourned meeting that was not set out in the notice of the original meeting and the adjourned meeting is held at least 10 clear days after the original meeting.
• 62.3. If a general meeting is adjourned to more than one place or if a general meeting which was originally specified as a physical meeting only in the notice is adjourned to an electronic meeting, notice of the adjourned meeting shall be given notwithstanding any other provision of these Articles.

63. CHAIRMAN

At any general meeting the Chairman of the Directors, failing whom the Deputy Chairman, failing whom any Director present and willing to act and, if more than one, chosen by the Directors present at the meeting, shall preside as chairman. If no Director is present within 15 minutes after the time appointed for the meeting and willing to act as chairman, a member may be elected to be the chairman by resolution of the Company passed at the meeting.

64. RIGHT TO ATTEND AND SPEAK

• 64.1. A Director is entitled to attend and speak at general meetings and separate meetings of the holders of a class of shares or debentures whether or not he is a member.
• 64.2. The chairman may invite any person to attend and speak at any general meeting whom the chairman considers to be equipped by knowledge or experience of the Company's business to assist in the deliberations of the meeting.

65. SECURITY PROCEDURES

65.1. In their absolute discretion and notwithstanding anything in the notice of general meeting the Directors may, in respect of any person entitled to attend any general meeting:

• 65.1.1. direct that they submit to searches ;
• 65.1.2. direct that they comply with any security arrangements or restrictions imposed by the Directors;
• 65.1.3. fix the level of attendance at the Principal Place and any other places provided that if any person entitled to attend the general meeting is excluded from the Principal Place they are able to attend the meeting at one of the other places; and
• 65.1.4. make arrangements for the issue of tickets or impose a random means of selection or by any other means they think appropriate, to facilitate the organisation and administration of a general meeting. The Directors may vary these arrangements or make new arrangements in their place.
• 65.2. The rights of any person entitled to attend a meeting at the Principal Place is subject to any arrangements in force, whether contained in the notice of that meeting and said to apply to that meeting, or notified to the members after the notice of meeting has been provided.
• 65.3. In relation to an electronic meeting, the Board or the chair of the general meeting may make any arrangement and impose any requirement or restriction as the Board 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.

66. AMENDMENTS TO RESOLUTIONS

Amendments may be proposed to any ordinary resolution under consideration if the chairman decides that the amendment is appropriate for consideration by the meeting and if the proposed amendments are received by the Company no later than 48 hours before the meeting. If the amendment is in good faith ruled out of order by the chairman, any error in that ruling shall not invalidate the resolution. No amendments to special resolutions may be proposed or voted upon other than an amendment to correct an obvious clerical error.

POLLS

67. VOTING AND DEMANDS FOR A POLL

• 67.1. 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 Board, in its sole discretion, deems 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.
• 67.2. Subject thereto, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting or by those members entitled to demand a poll.
• 67.3. A poll may be demanded:-
• 67.3.1. By not less than five members having the right to vote on the resolution; or
• 67.3.2. By a member or members representing not less than 10% of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares); or
• 67.3.3. By a member or members holding shares in the Company, conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less that 10% of the total sum paid up on all the shares conferring that right (excluding shares in the Company conferring a right to vote on the resolution which are held as treasury shares).
• 67.4. For the purposes of this Article, a demand by a proxy is deemed to be a demand by the person appointing the proxy.
• 67.5. A demand for a poll may be withdrawn with the consent of the chairman of the meeting. Any demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

68. CONDUCT OF POLL

• 68.1. If a poll is demanded, the chairman of the meeting may:
  • 68.1.1. decide the manner in which it is taken (including the use of ballot or voting papers or electronic means or any combination of these);
  • 68.1.2. appoint scrutineers (who need not be members) and if directed to do so by the meeting he must appoint scrutineers; and
  • 68.1.3. fix the day, time, place and/or electronic platform of an adjourned meeting at which the result of the poll shall be declared.
• 68.2. The result of the poll is deemed to be a resolution of the meeting at which the poll was demanded.

69. TIMING OF POLL

A poll demanded on the election of the chairman of the meeting or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such subsequent time (being not more than 14 days after the date of the meeting at which the poll was demanded), place and/or electronic platform as the chairman of the meeting may decide. No notice need be given of a poll not taken immediately provided that the time, place and/or electronic platform at which it is to be taken was announced at the meeting at which it was demanded. The demand for a poll shall not prevent the meeting continuing in order to transact any business other than the question on which the poll has been demanded.

VOTES OF MEMBERS

70. RIGHT TO VOTE

The rights of members and their proxies to vote shall be determined in accordance with the Statutes.

71. VOTES OF JOINT HOLDERS

In the case of joint holders of a share, the vote of the senior who votes, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For the purposes of this Article, seniority is determined by the order in which the names appear in the Register in respect of the share.

72. MEMBER UNDER INCAPACITY

If any court having jurisdiction in matters concerning mental disorder has made an order appointing a person to act on behalf of a member, that person may vote in person or by proxy, whether on a show of hands or on a poll, on behalf of the member. The right to vote is only exercisable if evidence, satisfactory to the Directors, of the authority of the person claiming to exercise the right to vote is delivered to the registered office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than 48 hours (excluding any part of a day that is not a working day) before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised.

73. VALIDITY OF VOTING

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

74. RESULT OF VOTE

Unless a poll is demanded, a declaration of the result of the vote by the chairman of the meeting, which is entered in the minute book, shall be conclusive evidence of the result.

PROXIES

75. APPOINTMENT AND PROXY

• 75.1. A member of the Company is entitled to appoint another person as its proxy to exercise all or any of its rights to attend and speak and vote at any general meeting of the Company.
• 75.2. A member may appoint more than one person as its proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member. A proxy need not be a member of the Company.
• 75.3. The appointment of a proxy must be notified to the Company in writing in any usual or common form or in any other form which the Directors may approve and:
  • 75.3.1. in the case of an individual, must be signed or authenticated by the appointor or his attorney; and
  • 75.3.2. in the case of a corporation, must be either given under its common seal or be signed or authenticated on its behalf by an attorney or a duly authorised officer of the corporation.
• 75.4. Any signature on or authentication of such appointment does not need to be witnessed. Where an appointment of a proxy is signed or authenticated on behalf of the appointor by an attorney, the power of attorney or a certified copy of it must (if not previously registered with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.
• 75.5. If more than one proxy is appointed in accordance with this Article in respect of a different share or shares held by a member, but the total number of shares in respect of which appointments are made exceeds the total holding of the member, the Directors in their absolute discretion shall decide which of the proxies shall be entitled to attend and vote and be counted in the quorum at any general meeting of the Company.

76. VOTING

• 76.1. Subject to the Companies Acts, a proxy has the right to exercise all or any of the rights of his appointor in respect of all of the rights attached to the shares in respect of which the proxy was appointed, including the right to attend, speak, vote and demand a poll at all meetings and polls of the Company at which the appointor is entitled to such rights.
• 76.2. A proxy must vote in accordance with any instructions given by its appointor. Subject to this, a proxy may vote or abstain at his discretion on any resolution put to the vote at a general meeting.
• 76.3. The Directors may, but shall not be bound to, require evidence of the instructions given by a proxy's appointor. Neither the validity of any vote cast by a proxy, nor the result of any vote (whether on a show of hands or on a poll) shall be affected by any failure by the proxy to vote in accordance with the instructions of his appointor.

77. DELIVERY OF PROXY

• 77.1. The proxy appointment together with any required supporting documents must be received at the address specified for that purpose in the notice convening the meeting or the proxy appointment (or if no address is specified, at the registered office):
  • 77.1.1. 48 hours (or such shorter period as the Directors decide) before a meeting or an adjourned meeting;
• 77.1.2. in the case of a poll taken more than 48 hours after it was demanded, 24 hours (or such shorter period as the Directors decide) before a poll is taken;
• 77.1.3. in the case of a poll taken after the end of the meeting or adjourned meeting but 48 hours or less after it was demanded, before the end of the meeting at which the poll is demanded;

and in default shall not be valid. In calculating the latest times referred to above no account shall be taken of any part of a day that is not a working day.

• 77.2. In relation to an uncertificated share, the Directors may allow a proxy to be appointed by electronic means and/or by means of a website in the form of a properly authenticated dematerialised instruction, and/or other instruction or notification, which is sent by a relevant system to the participant in that system acting on behalf of the Company ("Uncertificated Proxy Instruction"). The Uncertificated Proxy Instruction must be in such form and subject to such terms as the Directors require. The Directors may allow any variation or revocation of any Uncertificated Proxy Instruction to be made by a further Uncertificated Proxy Instruction. The Directors may treat any 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.
• 77.3. The deposit of a proxy appointment shall not prevent a member who is entitled to attend and vote from attending and voting in person at the meeting or any adjourned meeting.
• 77.4. The proceedings at a general meeting shall not be invalidated where an appointment of proxy is delivered by electronic means in accordance with these Articles but because of a technical problem cannot be read by the recipient.

78. VALIDITY OF PROXY

• 78.1. If two or more apparently valid forms of proxy are received in respect of the same share the form which was validly deposited last (regardless of its date or the date it was executed) shall be the only form which is accepted by the Directors.
• 78.2. The appointment of a proxy shall, unless otherwise stated, also be valid for any adjournment of the meeting to which it relates. An appointment relating to more than one meeting (including any adjournment) having once been validly delivered does not need to be delivered again for any of the relevant subsequent meetings.
• 78.3. A proxy appointment shall only remain valid for 12 months from the date stated on it or, if undated, the date of its receipt by the Company. But it shall be valid where an adjourned meeting is held or a poll demanded after the 12 month period has expired and the original meeting was held or poll demanded within the 12 month period.

79. TERMINATION OF PROXY'S AUTHORITY

79.1. Subject to Article 79.2, a vote given in accordance with the terms of a proxy appointment or power of attorney shall be valid notwithstanding:

• 79.1.1. the prior death or insanity of the person who appointed the proxy or attorney;
• 79.1.2. the proxy appointment or power of attorney having been revoked;
• 79.1.3. the authority of the person appointed as proxy or attorney having been revoked; or
• 79.1.4. a transfer of the share in respect of which the vote was given.
• 79.2. The provisions of Article 79.1 shall not apply if notice in writing of the death, insanity, revocation or transfer (as the case may be) has:
  • 79.2.1. in the case of a notice in hard copy form, been deposited at the registered office (or at any other place specified for depositing the proxy form); or
  • 79.2.2. in the case of a notice in electronic form, received at an address specified by the Company for the purpose of receiving such communications in electronic form;

in either case not less than 48 hours before the meeting, or not less than 24 hours before a poll.

79.3. In calculating the time periods for the purposes of this Article, no account shall be taken of any part of a day that is not a working day.

CORPORATE REPRESENTATIVES

80. AUTHORITY OF CORPORATE REPRESENTATIVES

• 80.1. Subject to the Statutes, any corporation (whether or not a company within the meaning of the Statutes) which is a member of the Company may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. Where more than one person is authorised by the corporation the rights of such representatives to vote shall be determined in accordance with the Statutes.
• 80.2. The Directors may, but shall not be bound to;
  • 80.2.1. require evidence of the authority of any person purporting to act as the representative of any such corporation; or
  • 80.2.2. require evidence of any voting instructions given by such corporation.
• 80.3. Neither the validity of any vote cast by a representative nor the result of any vote (whether on a poll or on a show of hands) shall be affected by any failure by the representative to vote in accordance with the instructions of the corporation.

DISENFRANCHISEMENT

81. UNPAID CALLS

No member is entitled to vote in respect of any share held by him either in person or by proxy at any general or class meeting or to exercise any other right conferred by membership in relation to general meetings whilst any call or other sum payable by him to the Company in respect of that share remains unpaid.

82. NON-DISCLOSURE OF INTEREST

• 82.1. Under the Statutes, the Company may send out notices to persons it knows or has reasonable cause to believe have an interest in its shares. The notice shall request details of those persons who have an interest and the extent of their interest in a particular holding of shares. In these Articles, this notice is referred to as a "section 793 notice" and the holding of shares is referred to as the "identified shares".
• 82.2. When a person is given a section 793 notice, and is in default for a period of 14 days in supplying the Company with the information requested in the section 793 notice or if he makes a statement in his response which (in the reasonable opinion of the Directors) is false, misleading or inadequate in any material way, the Company may decide to restrict the rights relating to the identified shares and give a notice to the relevant member in whose name the identified shares are registered ("restriction notice"). The restriction notice shall take effect when it is received (or deemed to be received in accordance with Article 139.3). The restriction notice shall state that the identified shares no longer give the member any right to attend or vote either personally or by proxy at a general meeting or to exercise any other right in relation to general meetings.
• 82.3. Where the identified shares make up 0.25% or more (in amount or in number) of the existing shares of a class (calculated excluding any shares of that class held as treasury shares) at the date of delivery of the restriction notice, the restriction notice may also contain the following further restrictions:
  • 82.3.1. the Directors may withhold all or any part of a dividend (including a scrip dividend) or other money which would otherwise be payable in respect of the identified shares and the Company shall have no liability to pay interest when such money is finally paid to the member; and
  • 82.3.2. the Directors may refuse to register a transfer of any of the identified shares unless the Directors are satisfied, that they have been sold outright to an independent third party.
• 82.4. For the purposes of Article 82.3:
  • 82.4.1. an independent third party is a person not connected with the member holding, or any person appearing to be interested in, the identified shares;
• 82.4.2. any associate (within the meaning of section 435 of the Insolvency Act 1986) shall be taken to be connected with the member or any person appearing to be interested in the identified shares;
• 82.4.3. a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a section 793 notice and either (i) the member has named such person as being so interested or (ii) the company knows or has reasonable cause to believe (after taking into account the response of the member to the notice and any other relevant information) that the person in question is or may be interested in the shares; and
• 82.4.4. any sale through a recognised investment exchange or any other stock exchange outside the United Kingdom or an acceptance of a takeover offer (as defined in section 974 of the Companies Act 2006) shall be treated as an outright sale to an independent third party.
• 82.5. In the case of shares in uncertificated form, the Directors may only exercise their discretion not to register a transfer if permitted to do so by the CREST Regulations. However:
  • 82.5.1. in order to enforce these restrictions, the Directors may give notice to the relevant member requiring him to change identified shares which are uncertificated to certificated shares by a date specified in the notice and to keep them in certificated form for as long as the Directors require; and
  • 82.5.2. if the member does not comply with the notice, the Directors may authorise any person to instruct the Operator to change any identified shares that are uncertificated to certificated shares in the name and on behalf of the relevant member to enable the restrictions to take effect.
• 82.6. Once a restriction notice has been given, the Directors may cancel it or exclude any shares from it at any time they think fit. In addition, they must cancel the restriction notice within 7 days of being satisfied that:
  • 82.6.1. all information requested in the section 793 notice has been given; or
  • 82.6.2. the Company has received notification that the identified shares have been sold outright to an independent third party.

If a restriction notice is cancelled or ceases to have effect in relation to any shares, any money relating to those shares which were withheld shall be paid to the person who would have been entitled to them or as he directs.

82.7. The restriction notice shall also apply to any further shares issued in right of the identified shares. The Directors can also make the restrictions in the restriction notice apply to any right to an allotment of further shares associated with the identified shares.

• 82.8. If a member receives a restriction notice, he can ask the Company for a written explanation of why the notice was given, or why it has not been cancelled. The Company must respond within 14 days of receiving the request.
• 82.9. If the Company gives a section 793 notice to a person it has reasonable cause to believe has an interest in any of its shares, it shall also give a copy at the same time to the person who holds the shares. If the Company does not do so or the member does not receive the copy, this shall not invalidate the section 793 notice.
• 82.10. This Article does not restrict in any way the provisions of the Statutes, which apply to failures to comply with notices under the Statutes.

DIRECTORS

83. NUMBER OF DIRECTORS

Unless varied by ordinary resolution, the maximum number of Directors (other than alternate Directors) shall be 10.

84. DIRECTOR NEED NOT BE MEMBER

A Director is not be required to be a member, but a Director who is not a member is entitled to receive notice of, and to attend and speak at, all general meetings and class meetings.

85. DIRECTORS' FEES

The aggregate fees paid to the Directors, in respect of their ordinary duties, shall not exceed £250,000 per annum or such higher amount approved from time to time by ordinary resolution. These fees shall be divided amongst the Directors in such proportions as they agree, or, failing agreement, equally, except that any Director who holds office for part only of the period in respect of which such fees are payable shall be entitled only to such proportion that relates to the period during which he held office

86. ADDITIONAL REMUNERATION

The Directors or any committee of the Directors may award extra fees to any Director who holds any executive office, or who serves on any committee, or who otherwise performs any special or extra services which, in the opinion of the Directors, are outside the scope of the ordinary duties of a Director. Such extra fees may be paid by way of salary, commission, participation in profits or other benefits as the Directors may decide.

87. DIRECTORS' EXPENSES

Any Director may be reimbursed for all proper and reasonable travelling, hotel and other expenses incurred by him in attending meetings of the Directors or of any committee of the Directors or general or class meetings or otherwise in connection with the business of the Company.

88. DIRECTORS' PENSIONS AND OTHER BENEFITS

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

89. APPOINTMENT OF EXECUTIVE DIRECTORS

• 89.1. The Directors may appoint any one or more of them to be the holder of any executive office on such terms, and for such period, as they may decide, and may terminate or vary any such appointment at any time.
• 89.2. The appointment of any Director to any executive office (including for this purpose the office of Chairman whether or not such office is held in an executive capacity) shall automatically terminate if he ceases to be a Director (other than by retirement by rotation where he is reelected at the same meeting), but without prejudice to any claim for damages for breach of any service contract between him and the Company.
• 89.3. The appointment of any Director to any other executive office shall not automatically terminate if he ceases for any reason to be a Director (other than by retirement by rotation where he is re-elected at the same meeting), unless expressly stated otherwise in either his service contract or the resolution under which he holds office. If it is so stated otherwise the termination of his office if he ceases to be a Director shall be without prejudice to any claim for damages for breach of any service contract between him and the Company.

90. POWERS OF EXECUTIVE DIRECTORS

The Directors may give a Director holding executive office any of the powers exercisable by the Directors upon such terms and conditions and with such restrictions as they think fit. The Directors may at any time revoke, withdraw, alter or vary all or any of such powers.

91. APPOINTMENT OF CHAIRMAN

The Directors may elect a chairman and one or more deputy chairmen and determine the period for which each is to hold office.

PROCEEDINGS OF DIRECTORS

92. MEETINGS OF DIRECTORS

• 92.1. Meetings are called by serving notice on all the Directors. Notice is deemed served if it is given to the Director personally or by word of mouth or sent in writing to the Director's last known address or any other address given to the Company for this purpose. A Director may waive notice of any meeting either prospectively or retrospectively.
• 92.2. The Directors may conduct their meetings in any way they think fit. A Director may, and the Secretary at the request of a Director shall, at any time call a meeting of the Directors.
• 92.3. If no chairman or deputy chairman has been elected or if at any meeting none of them is present and willing to act within 15 minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.
• 92.4. Any meeting of the Directors, or a committee of the Directors, may take place using a conference telephone or other communication equipment, which allows those participating but who are in separate locations to hear and speak to each other, and a quorum in that event shall be 2 Directors so linked. Such a meeting is deemed to take place where the largest group of Directors participating is assembled or, if there is no such group, where the chairman of the meeting then is.

93. QUORUM

The quorum necessary for a Directors' meeting is 2, or any greater number as the Directors may decide. A meeting of the Directors at which a quorum is present can exercise all powers and discretions for the time being exercisable by the Directors.

94. CHAIRMAN'S CASTING VOTE AT DIRECTORS' MEETINGS

Questions arising at any Directors' meeting are decided by a majority of votes. In the event of an equality of votes, the chairman of the meeting shall have a second or casting vote.

95. POWER OF DIRECTORS IF NUMBER FALLS BELOW QUORUM OR MINIMUM

The continuing Directors may act notwithstanding any vacancies, but if the number of Directors is reduced below the quorum or minimum number required by, or fixed in accordance with, these Articles, the continuing Director(s) may act for the purpose of filling vacancies or convening general meetings, but not for any other purpose. If there is no Director able or willing to act, then any 2 members may convene a general meeting for the purpose of appointing additional Directors.

96. DIRECTORS' WRITTEN RESOLUTIONS

A written resolution of the Directors:

• 96.1. is effective as if it were a resolution passed at a duly convened Directors' or committee meeting;
• 96.2. takes effect when a majority in number of Directors entitled to vote on such resolution have signed one or more copies of it or otherwise indicated their agreement to it in writing, provided that it must be signed or agreed to by not less than the number of Directors required to form a quorum for Directors' meetings; and
• 96.3. may consist of several copies of a document in like form, if each copy is signed or approved in writing by one or more of the Directors.

97. VALIDITY OF PROCEEDINGS

All acts done by any meeting of Directors or of any committee or sub-committee of the Directors, or by any person acting as a Director or member of any such committee or subcommittee shall be valid and effective in favour of persons dealing in good faith with the Company even though:

• 97.1. there was some defect in their appointment or continuance in office;
• 97.2. any of them was disqualified from acting as a Director;
• 97.3. any of them had vacated office; or
• 97.4. any of them were not entitled to vote.

98. COMMITTEES OF DIRECTORS

• 98.1. The Directors may delegate all or any of their powers to committees which (unless the Directors otherwise decide) shall have power to sub-delegate to sub-committees. The Directors may revoke any such delegation and discharge any such committee wholly or in part.
• 98.2. The Directors may co-opt onto any committee persons who are not directors of the Company and may give such persons voting rights on that committee. The number of co-opted members must be less then one half of the total membership of the committee and a resolution of any committee is not effective unless a majority of the members of the committee present at the meeting are Directors.
• 98.3. Any committee appointed by the Directors shall, in the exercise of delegated powers, conform to any regulations imposed on it by the Directors.
• 98.4. The provisions of these Articles that apply to meetings of the Directors also apply to meetings and proceedings of committees in the same way except where such provisions have been validly superseded by any regulations made by the Directors under these Articles.

DIRECTORS' INTERESTS

99. DIRECTORS' INTERESTS - GENERAL

• 99.1. For the purposes of Articles 96 to 98:
  • 99.1.1. an interest of person who is connected (within the meaning of section 252 of the Companies Act 2006) with a Director is treated as an interest of the Director; and
  • 99.1.2. in the case of an alternate Director, the interest of his appointor is treated as an interest of the alternate Director in addition to any interest, which the alternate Director may have.

99.2. The Company may by ordinary resolution ratify any matter not properly authorised by reason of non-compliance with any of the provisions of Articles 96 to 98.

100. DIRECTORS' INTERESTS IN CONTRACTS

• 100.1. If he has declared his interest in accordance with the Statutes, a Director may:
  • 100.1.1. be a party to, or in any way interested, whether directly or indirectly, in any contract, arrangement or transaction to which the Company is a party, or in which the Company is in any way interested, whether directly or indirectly;
  • 100.1.2. hold and be remunerated in respect of any office (other than the office of auditor of the Company) or employment under the Company or any other undertaking in which the Company is in any way interested;
  • 100.1.3. may (or any firm of which he is a member, partner or employee may) act in a professional capacity (other than the office of auditor) for the Company or any such other undertaking and be remunerated for so acting;
  • 100.1.4. may act as a director or other officer of, or be otherwise interested in, any undertaking promoted by the Company.
• 100.2. A Director shall not, save as otherwise agreed by him, be accountable to the Company for any interest, remuneration, profit or other benefit which he (or a person connected with him) derives from any matter permitted by this Article and no such contract, transaction or arrangement relating thereto is liable to be avoided on the grounds of any such interest or benefit.

101. DIRECTORS' POWER TO AUTHORISE CONFLICTS OF INTEREST

• 101.1. For the purposes of section 175 of the Companies Act 2006, the Directors have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director under that section to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.
• 101.2. The power of the Directors to authorise any matter under Article 101.1:
  • 101.2.1. applies (but is not limited) to the exploitation of any property, information or opportunity (and it is immaterial whether the Company could take advantage of the property, information or opportunity);
  • 101.2.2. does not apply to a conflict of interest arising in relation to a transaction or arrangement with the Company.
• 101.3. Authorisation of a matter under this Article is effective only if:
• 101.3.1. the matter in question has been proposed in writing for consideration at a meeting of the Directors in accordance with the Board's normal procedures or such other manner as the Directors may decide;
• 101.3.2. any requirement as to the quorum at the meeting of the Directors at which the matter is considered is met without counting the Director in question or any other interested Director; and
• 101.3.3. the matter was agreed to without such Director (or Directors) voting, or would have been agreed to if the votes of any interested Directors had not been counted.
• 101.4. Any authorisation of a matter under this Article shall be subject to such conditions, limitations and/or terms as the Directors may decide, whether at the time such authorisation is given or subsequently, and may be varied or revoked by the Directors at any time and at their absolute discretion. Such conditions, limitations and/or terms may include, without limitation, that:
  • 101.4.1. the Director shall notify the Board as soon as practicable of any significant change in the circumstances proposed for consideration under Article 101.3.1;
  • 101.4.2. the Director shall not be required or entitled to attend those parts of meetings of the Directors (or a committee thereof) at which the matter under consideration is discussed;
  • 101.4.3. the Director shall not be entitled to receive any papers or other documents in relation to, or concerning, the matter under consideration; and
  • 101.4.4. any information obtained by the Director, other than in his capacity as a Director or employee of the Company, which is confidential in relation to a third party, need not be disclosed or used for the benefit of the Company where such disclosure or use would constitute a breach of confidence.
• 101.5. Subject to any such conditions, limitations and/or terms imposed by the Directors, any authorisation given shall be deemed to be given to the fullest extent permitted by the Statutes. A Director shall comply with any obligations imposed on him by the Directors pursuant to any such authorisation.
• 101.6. A Director shall not, save as otherwise agreed by him, be accountable to the Company for any benefit which he (or a person connected with him) derives from any matter authorised by the Directors under this Article and any contract, transaction or arrangement relating thereto is not liable to be avoided on the grounds of any such benefit.
• 101.7. Without prejudice to Article 101.4.1, any authorisation of a matter under this Article shall extend to any actual or potential conflict of interest, which may reasonably be expected by the Directors, at the time such authorisation is given, to arise out of the matter so authorised.

102. RESTRICTIONS ON QUORUM AND VOTING WHERE A DIRECTOR HAS AN INTEREST

• 102.1. Save as provided in this Article, and whether or not the interest is one which is permitted under Article 100 or authorised pursuant to Article 101, a Director is not entitled to vote on any resolution in respect of any contract, transaction or arrangement, or any other proposal, in which he (or a person connected with him) is interested. Any vote of a Director in respect of a matter where he is not entitled to vote shall be disregarded.
• 102.2. A Director shall not be counted in a quorum at a meeting of the Directors in relation to any resolution on which he is not entitled to vote.
• 102.3. Subject to the provisions of the Statutes, a Director is (in the absence of some other interest that is not indicated below) entitled to vote and be counted in the quorum at a meeting of the Directors in respect of a resolution concerning any of the following matters or situations:
  • 102.3.1. where he is not aware that he has an interest;
  • 102.3.2. where he has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
  • 102.3.3. where he has an interest only by virtue of interests in shares, debentures or other securities of the Company, or by reason of any other interest in or through the Company;
  • 102.3.4. the giving of any security, guarantee or indemnity in respect of:
    • (a) money lent or obligations incurred by him or by any other person at the request of, or for the benefit of, the Company; or
    • (b) a debt or obligation of the Company for which he himself has assumed any responsibility under a guarantee or indemnity or by the giving of security;
  • 102.3.5. an offer of shares or debentures or other securities of or by the Company:
    • (a) in which offer he is or may be entitled to participate as a holder of securities; or
    • (b) if he is entitled to participate in the underwriting or sub-underwriting;
  • 102.3.6. any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor, employee or otherwise, provided that he (together with persons connected with him) does not hold or have any beneficial interest in more than 1% of any class of the equity share capital or the voting rights of the relevant company;
  • 102.3.7. any arrangement for the benefit of employees or former employees of the Company provided the Director's benefits are not more favourable than those awarded to the employees or former employees generally;
• 102.3.8. insurance which the Company proposes to maintain or purchase for the benefit of any Directors or for the benefit of persons who include Directors; or
• 102.3.9. the giving of indemnities in favour of Directors;
• 102.3.10. the funding of expenditure by, or doing anything to avoid incurring expenditure by, any Director in respect of:
  • (a) defending criminal, civil or regulatory proceedings or actions against him;
  • (b) an application to the court for relief; or
  • (c) any regulatory investigations; or
• 102.3.11. any interest that has been authorised by an ordinary resolution (subject to the terms of such resolution).
• 102.4. A Director shall not vote nor be counted in a quorum on any resolution concerning his own appointment as the holder of any office or employment with the Company or any undertaking in which the Company is interested.
• 102.5. Proposals concerning any matters relating to the appointment of 2 or more Directors to offices or employments with the Company or any undertaking in which the Company is interested may be divided and considered in relation to each Director separately. In such case each of the Directors concerned (provided he is not otherwise barred from voting) is entitled to vote and be counted in the quorum in respect of each resolution, except that concerning his own appointment.
• 102.6. If any question arises at any meeting as to the entitlement of any Director to vote, and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling (in relation to any Director other than himself) is final and conclusive unless the interest has not been fairly disclosed. If any such question arises in respect of the chairman, it shall be decided by the Directors (other than the chairman) and their ruling is final and conclusive unless the interest has not been fairly disclosed.

103. SHARES HELD BY THE COMPANY

The Directors may exercise the voting powers conferred by shares in any company held or owned by the Company or exercisable by them as directors of any other company as they think fit. This includes exercising voting powers in favour of a resolution appointing any or all of them as directors of, or holders of any office or employment in, that other company, or voting or providing for the payment of remuneration to the directors of, or holders of any such office or employment in, such company.

GENERAL POWERS OF DIRECTORS

104. MANAGEMENT OF THE BUSINESS

• 104.1. The Directors shall manage the Company's business. They may exercise all the powers of the Company and do on behalf of the Company all acts which could be exercised and done by the Company, except to the extent that the Statutes or these Articles require any such power to be exercised, or act done, by the Company in general meeting.
• 104.2. In managing the Company, the Directors are subject to the provisions of the Statutes, these Articles and to any regulations prescribed by the Company by ordinary resolution provided that such regulations are not inconsistent with the provisions of the Statutes and these Articles.
• 104.3. No regulation made by the Company shall invalidate any act of the Directors which they have already done and which was within their powers.

105. LOCAL BOARDS

• 105.1. The Directors may establish any local boards or agencies for managing the Company's business in the United Kingdom or elsewhere.
• 105.2. Subject to such terms and conditions that the Directors may decide, the Directors may also:
  • 105.2.1. appoint any persons to be, and fix the remuneration of, members, managers or agents of any such local board;
  • 105.2.2. delegate any of their powers (other than their power to make calls, forfeit shares, borrow money or issue debentures) to any such local board or agency with power to sub-delegate;
  • 105.2.3. authorise the members of any such local board to fill any vacancies;
  • 105.2.4. remove any person appointed to any such local board; and

105.2.5. fix the quorum of any such local board.

105.3. The Directors may annul or vary any of the matters set out in Article 105.2 at any time, but no person dealing in good faith shall be affected if they have no notice of any such annulment or variation.

106. POWERS OF ATTORNEY

The Directors may, by power of attorney or otherwise, appoint any person or undertaking to be an attorney 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 decide. The power of attorney may authorise the attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. The Directors may remove any person or undertaking so appointed, or vary the terms of their appointment, but no person dealing in good faith and without notice of any such removal, annulment or variation shall be affected by any such action.

107. CHEQUES, ETC

All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed in any such manner as the Directors may decide.

BORROWING POWERS OF DIRECTORS

108. GENERAL POWER TO BORROW

Subject as provided in Article 109, the Directors may exercise all the powers of the Company to borrow money and to mortgage, pledge, charge or grant any security over all or any part of its undertaking, property and assets (present and future) and uncalled capital and, subject to the Statutes, to issue debentures, debenture stock and other securities whether terminable, redeemable or perpetual and whether outright or as collateral security for any guarantee, debt, liability or obligation of the Company or of any third party.

109. DEFINITIONS FOR AND INTERPRETATION OF ARTICLE 109

• 109.1. For the purposes of this article 109:
  • 109.1.1. "Adjusted Capital and Reserves" shall be interpreted in accordance with Article 109.3;

"Group" means the Company and its subsidiary undertakings for the time being and "member of the Group" shall be construed accordingly;

"Latest Accounts" means in the case where:-

• (a) the Company has no subsidiary undertakings, the latest published audited balance sheet of the Company; or
• (b) the Company has subsidiary undertakings but there is no audited consolidated balance sheet of the Group, the respective latest published audited balance sheets of the undertakings comprising the Group; or
• (c) the Company has subsidiary undertakings some only of whose audited balance sheets are consolidated in the latest published audited balance sheet of the Group, the latest published audited consolidated balance sheet of the Group together with the latest published audited balance sheets of those subsidiary undertakings whose audited balance sheets are not included in the audited consolidated balance sheet of the Group; or

(d) the Company has subsidiary undertakings all of whose audited balance sheets are consolidated in the latest published audited consolidated balance sheet of the Group, the latest published audited consolidated balance sheet of the Group;

"moneys borrowed" shall be interpreted in accordance with Article 109.4;

"outside interests" means the proportion of the nominal amount of the issued equity share capital of a partly-owned subsidiary undertaking which is not attributable, directly or indirectly, to the Company; and

"subsidiary undertaking" shall be construed as a subsidiary undertaking of the Company and "subsidiary undertakings" shall be construed accordingly.

109.2. Maximum limits on borrowings

The Directors shall restrict the moneys borrowed by the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (so far, as regards subsidiary undertakings, as by such exercise they can secure) that the aggregate principal amount (including any fixed or minimum premium payable on final redemption or repayment (or, in the case of an indexlinked stock or other index-linked obligation, the highest amount that would be repayable thereon under the provisions of the instrument constituting or regulating such stock or obligation if such stock or obligation were to be redeemed on the date on which the calculation falls to be made)) outstanding in respect of all moneys borrowed (whether secured or not) by the Group (exclusive of moneys borrowed by any member of the Group from any other member of the Group, subject to paragraph 105.4.3 of Article 109.4), subject as hereinafter provided, shall not, without the previous sanction of an ordinary resolution of the Company, exceed, at the time of borrowing, an amount equal to two times the Adjusted Capital and Reserves.

109.3. Adjusted Capital and Reserves

• 109.3.1. For the purposes of this Article 109, the expression "Adjusted Capital and Reserves" shall mean at the relevant time the aggregate of:-
  • (a) the amount for the time being paid up on the issued share capital of the Company; and
  • (b) the total of the amounts standing to the credit of the capital and revenue reserves of the Group (including, without prejudice to the foregoing generality, any share premium account, capital reserve, capital redemption reserve, revaluation or other reserve and the revenue account);

all based on the Latest Accounts after:-

• (a) deducting any debit balance on the revenue account or any other reserve based on the Latest Accounts;
• (b) making such adjustments as may be appropriate to reflect any variations since the date of the Latest Accounts in such share capital and/or reserves (other than the revenue account or any other revenue reserve);
• (c) excluding any sums attributable to outside interests in any subsidiary undertakings and making such adjustments as may be appropriate in respect of any variation in the interests of the Company in its subsidiary undertakings since the date of the Latest Accounts;
• (d) deducting the gross amount of any distributions declared, recommended or made by a member of the Group (other than attributable directly or indirectly to the Company) out of profits earned up to and including the date of the Latest Accounts to the extent that any such distributions are not provided for therein; and
• (e) excluding any sums set aside for future taxation (other than deferred taxation) less any sum properly added back in respect thereof.

109.4. Moneys borrowed

• 109.4.1. For the purposes of this Article 109, "moneys borrowed" shall be deemed to include (but shall not be restricted to) the following, except in so far as otherwise taken into account:-
  • (a) the principal amount for the time being outstanding and owing by a member of the Group in respect of any loan capital or debenture, whether issued, in whole or in part, for cash or otherwise;
  • (b) the nominal amount of any issued share capital and the principal amount of any borrowings of any person the redemption or repayment of which is guaranteed or is wholly or (to the extent that the same is partly secured) partly secured by a member of the Group (but excluding any such share capital which is for the time being beneficially owned by, and (as determined in accordance with paragraph 105.4.3 below) any such borrowings which are for the time being owed to, a member of the Group); and
  • (c) any fixed or minimum premium payable on final redemption or repayment of any loan capital, debentures, share capital or other moneys borrowed (or, in the case of an index-linked stock or other index-linked obligation, the highest amount that would be repayable thereon under the provisions of the instrument constituting or regulating such stock or obligation if such stock or obligation was to be redeemed on the date on which the calculation falls to be made).
• 109.4.2. For the purposes of this Article 109, "moneys borrowed" shall be deemed not to include amounts borrowed (including any fixed or minimum premium payable on repayment (or, in the case of an index-linked stock or other index-linked obligation, the highest amount that would be repayable thereon under the provisions of the instrument constituting or regulating such stock or obligation if such stock or obligation were to be redeemed on the date on which the calculation falls to be made)) for the purpose of repaying (and intended to be so applied within six months of being first borrowed) the whole or any part of borrowings or other indebtedness of any member of the Group for the time being outstanding pending their application for such purpose within such period.
• 109.4.3. For the purposes of this Article 109:
  • (a) moneys borrowed by a partly-owned subsidiary undertaking and not owing to another member of the Group shall (notwithstanding paragraph 109.4.1 above) be taken into account subject to the exclusion of a proportion of such moneys borrowed attributable to outside interests;
  • (b) moneys borrowed from and owing to a partly-owned subsidiary undertaking by another member of the Group shall, subject to paragraph 109.4.1 above and sub-paragraph (iii) below, be taken into account to the extent of the proportion of such moneys borrowed attributable to the outside interests in such partly- owned subsidiary undertaking; and
  • (c) in the case of moneys borrowed from and owing to a partly-owned subsidiary undertaking by another partly- owned subsidiary undertaking, the amount which would otherwise be taken into account under subparagraph (ii) above shall be reduced to the extent of the proportion of such amount which is attributable to the outside interests in the borrowing subsidiary undertaking.
• 109.4.4. For the avoidance of doubt, no amount shall be taken into account more than once in any calculation of moneys borrowed.

109.5. Conversion into sterling

For the purpose of calculating the aggregate amount of all moneys borrowed, any amount expressed in a currency other than sterling shall be translated into sterling at the latest establishable rate of exchange ruling in London prior to the date on which the calculation falls to be made (and so that for this purpose the rate of exchange shall be taken as the spot rate of any bank in London approved by the Directors at 11.00 am, London time, on the date on which such latest rate of exchange can be established) and, for the purpose of calculating the Adjusted Capital and Reserves, any amount so expressed in a currency other than sterling shall be translated into sterling at the rate of exchange used for the purposes of the Latest Accounts.

109.6. Validity of borrowing arrangements

No person dealing with the Company or any of its subsidiary undertakings in good faith shall, by reason of the foregoing provisions, be concerned to see or inquire whether the limits imposed by this Article 109 are observed, and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or the security was given, express notice that the said limit had been or would thereby be exceeded.

109.7. Certification by auditors

A certificate or report by the auditors as to the amount of Adjusted Capital and Reserves or as to the amount of moneys borrowed or to the effect that the limit imposed by this Article 109 has or has not been or will or will not be exceeded at any particular time or times shall be conclusive evidence of that amount or of that fact.

110. PROTECTION OF THIRD PARTIES

No person dealing with the Company or any of its subsidiary undertakings in good faith shall be concerned to see or inquire whether the limits on borrowing powers imposed by these Articles are observed. No debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or the security was given, express notice that the said limit had been or would be exceeded. A certificate signed by 2 Directors that the amount of any money borrowed is within the said limits shall be conclusive evidence.

APPOINTMENT, DISQUALIFICATION AND RETIREMENT OF DIRECTORS

111. POWER OF COMPANY TO ELECT DIRECTORS

• 111.1. The Company can by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an additional Director.
• 111.2. At any general meeting no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director unless, not less than 28 nor more than 35 days before the date of the meeting:
  • 111.2.1. a notice in writing of the proposal of such person for election, authenticated by a member (other than the person to be proposed) who is entitled to attend and vote at that meeting; and
  • 111.2.2. a notice in writing authenticated by the person proposed as a Director of his willingness to be appointed;

have both been left at the registered office or sent to the Secretary.

112. POWER OF DIRECTORS TO APPOINT DIRECTORS

The Directors can appoint any person to be a Director either to fill a casual vacancy or as an additional Director. Any Director appointed by the Directors shall retire at the next annual general meeting and be eligible for re-election.

113. DIRECTOR CEASING TO HOLD OFFICE

A Director shall automatically cease to hold office as a Director in any of the following circumstances:

• 113.1. he is prohibited by law from being, or ceases to be, a Director under any law;
• 113.2. a bankruptcy order is made against him;
• 113.3. he makes any arrangement or composition with his creditors generally in satisfaction of his debts;
• 113.4. a registered medical practitioner who is treating him gives a written opinion to the Company stating that he has become physically or mentally incapable of acting as a director and may remain so for more than 3 months;
• 113.5. by reason of his mental health a court makes an order which wholly or partly prevents him from personally exercising any powers or rights which he would otherwise have;
• 113.6. he is absent, without permission of the Directors, from meetings of the Directors for 6 consecutive months and no alternate Director has attended in his place and the Directors pass a resolution removing him from office;
• 113.7. notification is received by the Company from him that he is resigning or retiring from office as a Director, and such resignation or retirement has taken effect in accordance with its terms;
• 113.8. he is removed from office of Chairman or Managing Director under these Articles;
• 113.9. a notice in writing is served upon him, signed or authenticated by all of the other Directors, to the effect that his office as a Director shall cease on his receipt of such notice;
• 113.10. his conduct is the subject of an investigation by an inspector appointed by the Secretary of State or by the Serious Fraud Office and the Directors pass a resolution that it is not in the best interests of the Company for him to remain a Director; or
• 113.11. he is convicted of an indictable offence and the Directors pass a resolution that it is not in the best interests of the Company for him to remain a Director.

114. RETIREMENT AT ANNUAL GENERAL MEETINGS

114.1. Each Director shall retire at the annual general meeting held in the third calendar year following the year in which he was elected or last re-elected by the Company.

• 114.2. Each Director (other than the Chairman and any Director holding an executive office) shall retire at each annual general meeting following the ninth anniversary of the date on which he was appointed or elected (as the case may be).
• 114.3. Any Director who retires at an annual general meeting is eligible for election or re-election unless the Directors otherwise determine.

115. RE-ELECTION OF RETIRING DIRECTOR

At the meeting at which a Director retires under these Articles, the Company may by ordinary resolution fill the office being vacated by electing the retiring Director or some other person eligible for election. In the absence of such a resolution the retiring Director is deemed reelected unless:

• 115.1. at the meeting it is resolved not to fill the vacancy or a resolution for the election or re-election of the Director is put to the meeting and lost;
• 115.2. the Director has given notice in writing to the Company that he is not willing to be re-elected;
• 115.3. the Director is ineligible for re-election; or
• 115.4. such Director has ceased to hold office as a Director by reason of Article 113.

The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost.

116. PROCEDURE IF INSUFFICIENT DIRECTORS APPOINTED

• 116.1. If:
  • 116.1.1. 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
  • 116.1.2. 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.

116.2. The Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 116.1 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 116 shall also apply to that meeting.

117. POWER OF COMPANY TO REMOVE DIRECTORS

• 117.1. The Company may by ordinary resolution, of which special notice has been given, remove any Director from office and by ordinary resolution elect another person in his place.
• 117.2. The right to remove a Director may be exercised notwithstanding any agreement between the Company and the Director. If such right is exercised, this shall not affect any claim the Director may have for damages for breach of such agreement.

ALTERNATE DIRECTORS

118. ALTERNATE DIRECTORS

• 118.1. Any Director may appoint any person (including another Director) to be his alternate Director by notice in writing delivered to the registered office, the Secretary or a meeting of the Directors, and may terminate such appointment in the same way. If the alternate Director is not another Director, his appointment shall not be effective unless and until it has been approved by the Directors.
• 118.2. An alternate Director is an officer of the Company, shall alone be responsible to the Company for his own acts and defaults, and is not deemed to be an agent of his appointor.
• 118.3. The appointment of an alternate Director shall automatically cease when his appointor ceases to hold office as Director (other than by retirement by rotation where he is re-elected at the same meeting). It shall also cease on the happening of any event, which, if he were a Director, would cause him to vacate his office.
• 118.4. In relation to meetings of the Directors and committees of which his appointor is a member but cannot attend in person, an alternate Director is entitled to:
  • 118.4.1. receive notices, attend and vote;
  • 118.4.2. perform all the functions of his appointor; and
  • 118.4.3. one vote for each Director for whom he acts as an alternate Director (in addition to his own vote if he is himself a Director) but can be counted only once for the purposes of determining whether a quorum is present.

For the purposes of the proceedings at any such meeting the provisions of these Articles shall apply to the alternate Director as if he were a Director. An alternate Director's authentication or approval of any resolution in writing of the Directors or of a committee of the Directors is as effective as the authentication or approval of his appointor.

118.5. Except as provided for in this Article, no alternate Director:

118.5.1. has the power to act as a Director;

118.5.2. is deemed to be a Director for the purposes of these Articles;

118.5.3. is deemed to be an agent of his appointor.

118.6. An alternate Director is entitled to contract with and be interested in and benefit from contracts, arrangements or transactions to which the Company is a party and to be repaid expenses and to be indemnified and insured by the Company to the same extent as if he were a Director. He is not entitled to receive from the Company any remuneration, except only such proportion (if any) of the remuneration otherwise payable to that Director appointing him as the Director may direct by notice in writing to the Company.

SECRETARY

119. SECRETARY

The Directors shall appoint the Secretary on such terms and for such period as they may decide. The Directors may remove the Secretary from office at any time, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. The Directors may also appoint 2 or more persons to be Joint Secretaries, one or more Deputy Secretaries and/or Assistant Secretaries, in each case on such terms and for such period as they may decide.

THE SEAL

120. USE OF THE SEAL

• 120.1. The seal shall only be used with the authority of the Directors or a committee appointed and authorised by the Directors.
• 120.2. Every instrument to which the seal is affixed must be signed or subscribed in accordance with the provisions of the Requirements of Writing (Scotland) Act 1995 by one Director whose signature is attested in the presence of a witness or by one Director and the Secretary or by 2 Directors or by some other person authorised for the purpose.
• 120.3. The Directors may decide that as regards any certificates for shares or debentures or other securities of the Company, the signatures referred to in this Article shall be dispensed with or fixed by some mechanical or other method of applying facsimile signatures.

RESERVES

121. ESTABLISHMENT OF RESERVES

The Directors may set aside out of the profits of the Company and carry to reserve such sums as they may decide which, at the discretion of the Directors, may be applied for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they decide 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 carry forward any profits without carrying them to reserve. In carrying sums to reserve and in applying the same the Directors shall comply with the Statutes.

122. BUSINESS BOUGHT AS FROM PAST DATE

Subject to 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 of such acquisition as from such date may at the discretion of the Directors in whole or part be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject to this, 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 of it.

DIVIDENDS

123. DECLARATION OF DIVIDENDS

The Company may by ordinary resolution declare dividends but no dividend shall exceed the amount recommended by the Directors.

124. APPORTIONMENT OF DIVIDENDS

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

125. DIVIDENDS PAYABLE IN ANY CURRENCY

Unless the terms of issue of a share provide otherwise, dividends may be paid or declared in any currency. The Directors may agree with a member:

• 125.1. that dividends declared or which become due on his shares in one currency shall be paid or satisfied in another currency;
• 125.2. the basis of conversion to be applied;
• 125.3. how and when the amount to be paid in the other currency shall be calculated and paid; and
• 125.4. whether the Company or any other person shall bear the costs of conversion.

126. FIXED AND INTERIM DIVIDENDS

• 126.1. If the Directors decide that the profits of the Company justify such payments, they may:
  • 126.1.1. pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the relevant dates prescribed for payment; and
  • 126.1.2. pay interim dividends of such amounts and on such dates as they think fit.

126.2. If the Directors act in good faith, they shall not incur any liability to the holders of shares conferring deferred or preferred rights for any loss they may suffer by the lawful payment of a fixed or interim dividend on any shares having deferred or non-preferred rights.

127. NO INTEREST ON DIVIDENDS

No dividend or other money payable on or in respect of a share carries a right to interest from the Company.

128. DEDUCTIONS IN RESPECT OF DEBTS

The Directors may deduct from any dividend or other money payable to any member in respect of a share any money payable by him to the Company on account of calls or otherwise in relation to shares in the Company.

129. RETENTION OF DIVIDENDS

The Directors may retain any dividend or other money payable in respect of a share:

• 129.1. on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or other obligations in respect of which the lien exists;
• 129.2. pursuant to the disenfranchisement provisions in these Articles for so long as those provisions are effective and have not ceased to apply.

130. WAIVER OF DIVIDENDS

The waiver of all or part of any dividend on any share is effective only if such waiver is in writing and signed or authenticated by the member (or the person entitled to the share in consequence of a transmission event) and delivered to the Company at its registered office.

131. UNCLAIMED AND RETAINED DIVIDENDS

Any unclaimed and retained dividends may be invested or otherwise made use of by the Directors as they think fit for the benefit of the Company until they are claimed or cease to be liable to retention under these Articles. The Company shall not act as a trustee of any such retained dividends. Any dividend remaining unclaimed or retained in accordance with these Articles for 12 years from the date the dividend was due for payment, shall, after that date, be forfeited and shall revert to the Company.

132. NON-CASH DIVIDENDS

• 132.1. If recommended by the Directors, the Company may pass an ordinary resolution directing the payment of all or part of any dividend by the distribution of specific assets and the Directors shall give effect to such resolution.
• 132.2. If any difficulty arises in regard to such distribution, the Directors may settle it as they think fit and in particular they can:
• 132.2.1. issue fractional certificates;
• 132.2.2. fix the value of all or part of any of the assets for distribution purposes;
• 132.2.3. determine that cash payments shall be made to any members on the basis of the value of the assets in order to adjust the rights of those entitled to participate in the dividend; and
• 132.2.4. vest any specific assets in trustees.

133. PAYMENT OF CASH DIVIDENDS

• 133.1. Any dividend or other money payable in cash in respect of a share may be paid by cheque, warrant or other financial instrument or by such bank or other funds transfer system as the Directors consider appropriate or, in the case of shares held in uncertificated form, by means of a relevant system.
• 133.2. A cheque, warrant or other financial instrument must be sent by post to the registered address of the member or to any other person entitled to the share in consequence of a transmission event, or to any other address which the member or other person authorises in writing. The cheque, warrant or other financial instrument shall be made payable to, or to the order of, the person to whom it is sent, or to any person nominated in writing by the member, or other person entitled.
• 133.3. Payment of the cheque, warrant or other financial instrument by the bank or debiting of the Company's account in respect of a bank or funds transfer or, in respect of shares in uncertificated form, the making of payment in accordance with the requirements of a relevant system shall be a good discharge to the Company.
• 133.4. Every cheque, warrant, bank or other funds transfer or payment made by any other method is sent at the sole risk of the person entitled to receive it.
• 133.5. The Company may stop sending dividend cheques or warrants by post in relation to a share if:
  • 133.5.1. on two consecutive occasions, dividend cheques or warrants have been sent through the post and returned undelivered or left uncashed during the periods for which they were valid; or
  • 133.5.2. a dividend cheque or warrant has been sent through the post and returned undelivered or left uncashed during the period for which it was valid and reasonable enquiries have failed to establish any new postal address for that member.

The Company must recommence sending cheques or warrants (or using another method of payment) in respect of dividends if the member or other person entitled to the dividend claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.

134. RECEIPTS OF JOINT HOLDERS

If 2 or more persons are registered as joint holders of any share or are entitled jointly to a share in consequence of a transmission event, any one of them may give an effective receipt for any dividend or other moneys payable, or property distributable, in respect of the share.

135. NOT USED

CAPITALISATION OF PROFITS AND RESERVES

136. CAPITALISATION OF PROFITS AND RESERVES

• 136.1. Subject to approval by ordinary resolution of the Company, the Directors may capitalise any sum:
  • 136.1.1. standing to the credit of any of the Company's reserves (including share premium account, capital redemption reserve, merger reserve or any other undistributable reserve); or
  • 136.1.2. any sum standing to the credit of the Company's profit and loss account.
• 136.2. Unless the ordinary resolution states otherwise, the Directors shall use the sum which is capitalised by setting it aside for the ordinary shareholders on the register at the close of business on the date the resolution is passed (or on such other date stated in the resolution) and in the same proportions as the ordinary shareholders' entitlement to dividends (or in such other proportions stated in the resolution). The sum set aside can be used:
  • 136.2.1. to pay up some or all of any amount on any issued shares which has not already been called, or paid in advance; or
  • 136.2.2. to pay up in full unissued shares, debentures or other securities of the Company, which would then be allotted and distributed, credited as fully paid, to members.

However, the share premium account, a capital redemption reserve, a merger reserve or any reserve of fund representing unrealised profits, can only be used to pay up in full the Company's unissued shares. Where the amount capitalised is used to pay up in full unissued shares, the Company is also entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution shall be calculated on this basis.

• 136.3. The Directors may appoint any person to sign a contract with the Company on behalf of those who are entitled to shares, debentures or other securities under the resolution. Such a contract is binding on all concerned.
• 136.4. The Directors may provide as they think fit for any entitlements to fractions, including disregarding, or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the relevant member).

136.5. The Directors may at their discretion make any capitalisation pursuant to this Article subject to such exclusions or arrangements as they may consider necessary or expedient to deal with any legal or other difficulties which would or may otherwise arise under the laws of, or the requirements of any recognised investment exchange, recognised regulatory body or any stock exchange in any territory.

RECORD DATES

137. RECORD DATES

• 137.1. This Article applies to any dividend on any shares, or any distribution, allotment or issue to the holders of any shares.
• 137.2. Such dividend, distribution, allotment or issue of shares can be paid or made to the registered holder or to anyone otherwise entitled at a particular time on a particular day selected by the Directors notwithstanding any subsequent transfer or transmission of the shares. It shall be based on the number of shares registered at that time on that day, even if this is before any resolution to authorise what is being done was passed. This Article applies whether what is being done is the result of a resolution of the Directors, or an ordinary resolution. The time and date can be before the dividend or other allotment is to be paid or made, or before any relevant resolution was passed. The provisions of this Article do not prejudice the rights to dividends or other benefits as between the transferors and transferees of any such shares.

ACCOUNTS

138. ACCOUNTS

Accounting records shall always be open to inspection by the officers. No member (other than a Director) has any right to inspect any account or book or document of the Company except as conferred by the Statutes or a court order or authorised by the Directors or by an ordinary resolution.

COMMUNICATION WITH MEMBERS

139. NOTICES

• 139.1. The Company may, subject to the Companies Acts and these Articles, and provided that the Company has complied with all applicable regulatory requirements send all types of notices, documents or information to members by electronic means and/or by making such notices, documents or information available on a website.
• 139.2. The Company Communications Provisions (within the meaning of section 1143 of the Companies Act 2006) have effect, subject to the provisions of this Article, in respect of all notices, documents or information to be sent or supplied by the Company to the members for the purpose of any provision of the Companies Acts, these Articles or otherwise.
• 139.3. Any notice, document or information (including a share certificate) which is sent or supplied by the Company in hard copy form or electronic form and which is sent by prepaid first class

post and properly addressed shall be deemed to have been received by the intended recipient 24 hours after posting, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed, pre-paid and posted.

• 139.4. Any notice, document or information which is sent or supplied by the Company by electronic means is deemed to have been received by the intended recipient at the time of transmission, provided that if the time of transmission was after 1700 (London time) on any business day or at any time on a day that was not a business day it is deemed to have been received at 0900 (London time) on the next business day, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed.
• 139.5. Any notice, document or information which is sent or supplied by the Company by means of a website shall be deemed to have been received by the intended recipient when the material was first made available on the website, or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
• 139.6. The provisions of this Article have effect in place of the Company Communications Provisions relating to deemed delivery of notices, documents or information.

140. DOCUMENTS SENT TO THE COMPANY

• 140.1. Subject to the requirements of the Companies Acts, only such documents and notices as are specified by the Company from time to time may be sent to the Company in electronic form to the address specified by the Company for that purpose and such documents or notices sent to the Company are sufficiently authenticated if the identity of the sender is confirmed in the way the Company has specified and confirmation of receipt has been given by the Company to the sender.
• 140.2. If the document in electronic form is sent by hand or post, it must be sent to the Company's registered office.

141. NOTICES TO JOINT HOLDERS

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

142. DECEASED AND BANKRUPT MEMBERS

• 142.1. A person who claims to be entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall supply to the Company:
  • 142.1.1. such evidence as the Directors may reasonably require to show his title to the share; and
  • 142.1.2. an address at which notices may be sent or supplied to such person;

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

• 142.2. Save as provided in this Article, any notice, document or information sent or supplied to the registered address of any member is deemed to have been duly sent or supplied, despite the member's death, bankruptcy or liquidation and whether or not the Company had notice of his death, bankruptcy or liquidation.
• 142.3. This Article has effect in place of the Company Communications Provisions relating to the death or bankruptcy of a member.

143. OVERSEAS MEMBERS

A member who has no registered address within the United Kingdom and has not supplied to the Company an address (not being an electronic address) within the United Kingdom for service of notices is not entitled to receive notices, documents or information from the Company.

144. SUSPENSION OF POSTAL SERVICES

If postal services in the United Kingdom, or any part of the United Kingdom, are suspended or restricted and the Company is unable to effectively send some or all notices to convene a general meeting (or notification as to the availability of the notice of meeting on a website) by post:

144.1. the Directors may decide that the only persons to whom notice of the affected general meeting must be sent are:

144.1.1. the Directors;

144.1.2. the auditors;

144.1.3. those members to whom notice to convene the general meeting can be validly sent by electronic means; and

• 144.1.4. those members to whom notice to convene the general meeting can be validly sent by means of a website and to whom notification as to the availability of the notice of meeting on a website can be validly sent by electronic means; and
• 144.2. the Company must in all such cases:
  • 144.2.1. advertise the notice of meeting in at least one national daily newspaper published in the United Kingdom;
  • 144.2.2. make the notice of meeting available on its website from the day the notice was sent until the conclusion of the meeting or any adjournment of the meeting;
  • 144.2.3. in the case of those members to whom notice to convene the general meeting can be validly sent by means of a website but to whom notification as to the availability of the notice of meeting on a website cannot be validly sent by electronic means, send a confirmatory notification as to the availability of the notice on the Company's website; and
  • 144.2.4. send a confirmatory copy of the notice by post to any member who has not been sent notice of the meeting by electronic means or by means of a website, if at least 7 days before the day of the meeting the sending of notices by post to addresses throughout the United Kingdom again becomes practicable.

145. DEEMED NOTICE BY ATTENDANCE AT MEETING

A member present in person or by proxy at any general or class meeting of the Company is deemed to have received notice of the meeting and of the purposes for which the meeting was called.

146. SIGNATURE OR AUTHENTICATION OF DOCUMENTS SENT BY ELECTRONIC MEANS

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

147. STATUTORY REQUIREMENTS

Nothing in any these Articles shall affect any requirement of the Statutes that any particular offer, notice or other document be sent or supplied in any particular manner.

WINDING UP

148. DIRECTORS' POWER TO PETITION

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

148A. TRANSFER OR SALE UNDER SECTION 110 INSOLVENCY ACT 1986

Words and expressions defined in the circular to shareholders of the Company dated 18 December 2024 (the "Circular") shall bear the same meanings in this Article 148A. Notwithstanding the provisions of these Articles, upon the winding up of the Company in connection with the scheme of reconstruction and voluntary winding up (the "Scheme") set out in Part 4 of 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 Invesco Asia Trust plc (as duly amended where relevant), a draft of which was tabled at the general meeting of the Company convened for 4 February 2025 by the notice attached to the Circular, in accordance with the provisions of this Article 148A, and the holders of Shares with "A" rights will be entitled to receive New IAT Shares on the terms of the Scheme.

DESTRUCTION OF DOCUMENTS

149. DESTRUCTION OF DOCUMENTS

• 149.1. Subject to the Statutes, the Company is entitled to destroy:
  • 149.1.1. all share certificates which have been cancelled, at any time after one year from the date of cancellation;
  • 149.1.2. all dividend mandates and notifications of change of name and address, at any time after 2 years from the date of their recording;
  • 149.1.3. all instruments of transfer or other documents for the transfer of shares which have been registered, at any time after 6 years from the date of registration;
  • 149.1.4. all paid dividend warrants and cheques, at any time after one year from the date of actual payment;
  • 149.1.5. all proxy appointments which have been used for the purpose of a poll, at any time after one year from the date of their use;
  • 149.1.6. all proxy appointments which have not been used for the purpose of a poll, at any time after one month from the date of the general meeting to which they relate; and
  • 149.1.7. any other documents on the basis of which any entry in the Register was made, at any time after 6 years from the date on which the relevant entry was made.

However, none of the time periods above apply if a copy of the relevant document (whether made electronically, by microfilm, by digital imaging or otherwise) has been made and is retained by the Company until the end of the relevant time period.

• 149.2. It is conclusively presumed in favour of the Company that:
  • 149.2.1. every entry in the Register purporting to have been made on the basis of a destroyed document was properly made;
  • 149.2.2. every destroyed instrument of transfer was a properly registered, valid and effective instrument;
  • 149.2.3. every destroyed share certificate was valid, effective and properly cancelled;
  • 149.2.4. every destroyed paid dividend warrant and cheque was duly paid; and
  • 149.2.5. every other destroyed document was valid and effective and in accordance with the particulars recorded in the books or records of the Company.
• 149.3. This Article only applies to documents destroyed in good faith and where the Company was not given express notice of any claim to which a document might be relevant. Nothing contained in this Article shall impose on the Company any liability in respect of any documents destroyed earlier than the time set out in this Article or in any case where these conditions are not fulfilled.
• 149.4. References in this Article to the destruction of any document include references to its disposal in any manner.

PROVISION FOR EMPLOYEES

150. PROVISIONS FOR EMPLOYEES

The Directors may, by resolution, exercise any power conferred by the Statutes to make provision for the benefit of persons employed or formerly employed by the Company in connection with the cessation, or the transfer to any person, of the whole, or part of, the undertaking of the Company.

DIRECTORS' LIABILITIES

151. INDEMNITY

In this Article 151, the term "final" has the meaning given in sections 234(4) and (5) of the Companies Act 2006 and the word "finally" will be interpreted accordingly.

To the fullest extent permitted by the Statutes and the rules made by the UK Listing Authority, the Company shall be entitled to indemnify every Director, former Director and officer of the Company against:

• 151.1. any liabilities incurred by a Director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or any associated company and arising out of the performance or purported performance of his duties as a Director of the Company or any associated company, except for:
  • 151.1.1. any liability to the Company or any associated company;
• 151.1.2. any liability of a Director to pay:
  • (a) a fine imposed in criminal proceedings; or
  • (b) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); and
• 151.1.3. any liability incurred by a Director in:
  • (a) the defence of any criminal proceedings where he is finally convicted;
  • (b) the defence of any civil proceedings brought by the Company, or any associated company, where final judgment is given against him; or
  • (c) any application for relief where the court refuses to grant relief to a Director and such refusal is final; and
• 151.2. any other liability incurred by a Director as an officer of the Company or any associated company.

152. INSURANCE

The Company may purchase and maintain at the cost of the Company insurance cover for or for the benefit of every Director, former director, alternate director of the Company or of any associated company against any of the liabilities referred to in Article 151.

153. PROVISION OF FUNDS

To the extent permitted by the Statutes and the rules made by the UK Listing Authority and on the request of a Director, former Director or officer, the Company may to the extent it considers reasonable and appropriate and at its sole discretion:

• 153.1. provide the Director, former Director or officer of the Company with funds, by way of loan on such terms of repayment as the Company thinks fit, to meet expenditure incurred or to be incurred by him:
  • 153.1.1. in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the Company or any associated company;

153.1.2. in connection with any application for relief;

• 153.2. provide the Director, former Director or officer with funds to meet expenditure incurred or to be incurred by him in defending himself in any investigation or action by, or against any action proposed to be taken by, a regulatory authority; and
• 153.3. take (or refrain from taking) any action to assist the Director, former Director or officer in avoiding any such expenditure being incurred.

DISCHARGE OF DEPOSITARY LIABILITY UNDER AIFM REGULATIONS

154. DISCHARGE OF DEPOSITORY LIABILITY UNDER AIFM REGULATIONS

The Board, at its discretion, may allow a depositary appointed to safe-keep the Company's assets to avail of a contractual discharge of liability for loss of such assets (including in cases where the law of a country that is not part of the European Economic Area requires assets to be held by a local custodian), provided always that all other conditions for such discharge have been met.

VALUATION OF THE COMPANY'S ASSETS

155. VALUATION OF THE COMPANYS ASSETS

• 155.1. 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 Regulations, or such other accounting standards, bases, policies and procedures as the Board may determine from time to time.
• 155.2. 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 Board.
• 155.3. 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

156. INVESTOR DISCLOSURES

• 156.1. Notwithstanding anything to the contrary in Article 139 which shall not apply to this Article 156, Investor Disclosures shall be made available to members and prospective members in such manner as may be determined by the Board 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).
• 156.2. For the purposes of this Article 156, 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

157. OBLIGATION TO PROVIDE INFORMATION TO THE COMPANY

157.1. In addition to the right of the Board to serve a Statutory Notice on any person pursuant to the Companies Acts and Article 82, the Board 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 Board determines from time to time is necessary or appropriate for the Company to have in order to:

• 157.1.1. 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 (in this Article 157 only, "Similar Laws") ("Tax Reporting Requirements"); or
• 157.1.2. 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
• 157.1.3. ensure that the Company is able to comply with its account or payee identification or other diligence requirements; or
• 157.1.4. 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
• 157.1.5. 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.
• 157.2. Without prejudice to Article 157.1 above, each member:
  • 157.2.1. 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
  • 157.2.2. must, to the extent there have been material changes as described in Article 157.2.1 above, promptly provide the Company with updated or replacement Information.
• 157.3. 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 157.1 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.
• 157.4. 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 157.1 (which period shall not be less than ten days after the service of the notice), the Board may give written notice to such member requiring them either:
  • 157.4.1. to provide the Company or its agents within 21 days of service of such notice with Information to the satisfaction of the Board (in its discretion); or
  • 157.4.2. to sell or transfer the member's shares within 21 days of service of such notice and within such 21 days to provide the Board with satisfactory evidence of such sale or transfer, and pending such sale or transfer the Board 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.

Where the relevant requirement set out in Article 157.4.1 or 157.4.2 above is not satisfied within 21 days of service of the relevant notice (or such longer period as the Board may determine), the member will be deemed, upon the expiration of such 21 days, to have forfeited their shares. If the Board in its 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. The provisions of Article 27 shall apply mutatis mutandis to any such disposal.

157.5. 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 Board, 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 157), the Board 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

Board with satisfactory evidence of such sale or transfer, and pending such sale or transfer the Board 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 Board 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. If the Board in its 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 Holder or Joint Holders. The provisions of Article 30 shall apply mutatis mutandis to any such disposal.

• 157.6. If requested by the Company, a member shall execute any and all documents, opinions, instruments, certificates, declarations, representations, waivers or forms as the Board may reasonably request to give effect to or to enforce the Company's rights and entitlements under this Article 157.
• 157.7. Nothing in these Articles (including, without limitation, this Article 157.7) 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.
• 157.8. 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:
  • 157.8.1. 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:
    • (a) 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
    • (b) any monies paid or distributed to the members by the Company shall be paid net of the amount deducted or withheld; and
  • 157.8.2. 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.

ERISA AND OTHER US REGULATORY MATTERS

158. ERISA AND OTHER US REGULATORY MATTERS

158.1. A person may not acquire or hold shares in the Company if such person is a Non-Qualified Holder, without the written consent of the Company. The Board may impose such restrictions as they may think necessary for the purpose of ensuring that no shares in the Company are acquired or held by, or transferred to, any person who is a Non-Qualified Holder. Each purchaser and transferee of shares in the Company shall by virtue of such acquisition or transfer be deemed to have represented, warranted and covenanted to the Company, its affiliates and advisers that:

• 158.1.1. it is not a Non-Qualified Holder;
• 158.1.2. no portion of the assets it uses to purchase, and no portion of the assets it uses to hold, shares in the Company or any beneficial interest therein constitutes or will constitute the assets of a Benefit Plan Investor or a Controlling Person other than shares acquired with the written consent of the Company;
• 158.1.3. if it is, or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of shares in the Company does not and will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the US Tax Code;
• 158.1.4. if it is a governmental, church, non-US or other plan:
  • (a) it is not, and for so long as it holds shares in the Company or any interest therein will not be, subject to any federal, state, local, non-US or other laws or regulations that could cause the underlying assets of the Company to be treated as assets of the holder by virtue of its interest in the shares in the Company and thereby subject the Company (or any persons responsible for the investment and operation of the Company's assets) to laws or regulations that are substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the US Tax Code; and
  • (b) its acquisition, holding and disposition of shares in the Company will not constitute or result in a non-exempt violation of any Similar Law.
• 158.2. The Board may refuse to register a transfer of shares in the Company if the transfer is in favour of any Non-Qualified Holder.
• 158.3. The Board may at any time give notice in writing to any holder (or any one of joint holders) requiring him, within such period as may be specified in the notice (being 14 (fourteen) days from the date of service of the notice or such shorter or longer period as the Board may specify in the notice), to deliver to the Company at its registered office (or such other place as may be specified in the notice) such information, evidence, certificates and statutory declaration as to his place of residence, citizenship or domicile and any such other information as the Board may require to establish that such person is not a Non-Qualified Holder or is otherwise qualified to hold shares in the Company. In the event of such information, evidence, certificates and/or statutory declaration not being so delivered within such period specified in the said notice (or such longer period as the Board may determine), the Directors may, in their absolute discretion, treat any shares held by such holder (or joint holders) as being held by a Non-Qualified Holder.
• 158.4. If any holder becomes aware that he is, or is likely to be, a Non-Qualified Holder or is otherwise holding or owning shares in the Company in breach of any law or requirement of any country or governmental authority or by virtue of which he is not qualified to hold such shares in the Company, he shall forthwith, unless he has already received a notice pursuant to Article 158.3 or Article 158.5:
  • 158.4.1. transfer all his shares in the Company to one or more persons who are not Non-Qualified Holders; or
  • 158.4.2. give a request in writing to the Board for the issue of a Transfer Notice in accordance with the provisions referred to in Article 158.5 below. Every such request shall, in the case of certificated shares in the Company, be accompanied by the certificate(s) for the shares in the Company to which it relates.
• 158.5. If it shall come to the notice of the Board that any shares in the Company are owned directly, indirectly, or beneficially by a person who is, or may be, a Non-Qualified Holder, the Board may at any time give written notice to such person (or any of one of such persons where shares are registered in joint names) (a "Transfer Notice") requiring such person to sell or transfer its shares in the Company to a person who, in the conclusive determination of the Board, is not a Non-Qualified Holder within 14 (fourteen) days (or such longer period as in the circumstances the Board considers reasonable), and within such 14 (fourteen) days (or such longer period) to provide the Company with satisfactory evidence of such sale or transfer. Pending such sale or transfer the Board may, in their absolute discretion, at any time by notice to such holder of such shares in the Company direct that in respect of such shares the member shall not be entitled to attend or to vote either personally or by proxy at a general meeting of the Company or a meeting of the holders of any class of shares of the Company or to exercise any other rights conferred by membership in relation to general meetings of the Company or meetings of the holders of any class of shares of the Company and (to the extent permitted from time to time by the FCA's Listing Rules or the London Stock Exchange's Admission and Disclosure Standards) except in a liquidation of the Company, no payment shall be made of any sums due from the Company on such shares, whether in respect of capital or dividend or otherwise, and the Company shall not have any liability to pay interest on any such payment when it is finally paid to the member and no other distribution shall be made on such shares in the Company.
• 158.6. If any person upon whom a Transfer Notice is served pursuant to Article 158.5 does not within 14 (fourteen) days (or such longer period as in the circumstances the Board considers reasonable) after such Transfer Notice either:
  • 158.6.1. transfer his shares in the Company to a person who is not a Non-Qualified Holder; or
  • 158.6.2. establish to the satisfaction of the Board (whose judgment shall be final and binding) that he is not a Non-Qualified Holder,

the Board may in their sole discretion arrange for the Company to sell such shares in the Company (a "Mandatory Disposal") to a person (or persons) who is not a Non-Qualified Holder (an "Eligible Transferee"). For this purpose, the Directors may make such arrangements as they deem appropriate. In particular, without limitation, they may authorise any Director or other officer or (if any) employee of the Company to execute any transfer or other document on behalf of the holder or holders of the relevant shares and, in the case of shares in uncertificated form, may make such arrangements as they think fit on behalf of the relevant holder or holders to transfer title to the relevant shares. The Eligible Transferee(s) shall be entered in the Register as the holder of the relevant shares comprised in any such transfer and he shall not be bound to see to the application of the relevant purchase moneys nor shall his title to the relevant shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the Eligible Transferee(s) has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

• 158.7. Any sale pursuant to Article 158.6 above shall be at the price which the Directors consider is the best price reasonably obtainable and the Directors shall not be liable to the holder or holders of the relevant shares for any alleged deficiency in the amount of the sale proceeds or any other matter relating to the sale. The net proceeds of such sale (after deduction of the expenses of sale) shall be paid over by the Company to the former holder or holders of the relevant shares upon surrender of any certificate or other evidence of title relating to them, without interest. The receipt of the Company shall be a good discharge for the purchase money.
• 158.8. The Directors shall not be obliged to serve any notice required under this Article 158 upon any person if they do not know either his identity or his address. The absence of service of such a notice in such circumstances or any accidental error in or failure to give any notice to any person upon whom notice is required to be served under this Article 158 shall not prevent the implementation of or invalidate any procedure under this Article 158.
• 158.9. The provisions of Articles 139 to 146 (inclusive) shall apply to the service upon any person of any notice required by this Article 158. Any notice required by this Article 158 to be served upon a person who is not a member shall be deemed validly served if such notice is sent through the post in a pre-paid envelope addressed to that person at the address (if any) at which the Directors believe him to be resident or carrying on business or, in the case of a holder of depositary receipts or similar securities, to the address, if any, in the register of holders of the relevant securities. Service shall, in such a case, be deemed to be effected on the day of posting and it shall be sufficient proof of service if that notice was properly addressed, stamped and posted.
• 158.10. The Directors shall be entitled to presume without enquiry, unless any Director has reason to believe otherwise, that a person is not a Non-Qualified Holder.
• 158.11. If at any time the Directors believe that a Non-Qualified Holder has an interest in any shares in the Company then the Directors shall be required to invoke the above provisions of this Article 158 unless the Directors determine that the continued interest in the shares in the Company by the Non-Qualified Holder shall not result in the Company not being in compliance with the US Investment Company Act, the US Exchange Act or ERISA, the US

Tax Code or any applicable federal, state, local, non-US or other laws or regulations that are substantially similar to section 406 of ERISA or Section 4975 of the US Tax Code.

• 158.12. The Directors shall be under no liability to any other person or, so long as the Directors act reasonably and in good faith, to the Company, and the Company shall be under no liability to any member or any other person, for identifying or failing to identify any person as a Non-Qualified Holder or performing or exercising their duties, powers, rights or discretions under this Article 158.
• 158.13. The Directors shall not be required to give any reasons for any decision or determination (including any decision or determination not to take action in respect of a particular person) pursuant to this Article 158 and any such decision or determination shall be final and binding on all persons unless and until it is revoked or changed by the Directors. Any disposal or transfer made or other thing done by or on behalf of the Board or any Director pursuant to this Article 158 shall be binding on all persons and shall not be open to challenge on any ground whatsoever. The exercise of the powers conferred by this Article 158 may not be questioned or invalidated in any case on the grounds that there was insufficient evidence of direct, indirect or beneficial ownership or holding of shares by any person or that the true direct, indirect or beneficial owner or holder of any shares was otherwise than as appeared to the Directors at the relevant date provided that the said powers have been exercised in good faith.