SThree PLC

AGM Information • Apr 29, 2025

STHREE PLC

(the "Company")

At the Annual General Meeting of SThree Plc, held on 29 April 2025 at 11:00am, the following Resolutions were duly passed:

ORDINARY RESOLUTION

Resolution 14 - Directors' authority to allot securities

THAT, pursuant to section 551 of the Companies Act 2006, the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £445,450 provided that (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 28 July 2026 (whichever is the earlier), save that the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after this authority expires and the Directors may allot shares or grant such rights pursuant to any such offer or agreement as if this authority had not expired.

This authority is in substitution for all existing authorities under section 551 of the Companies Act 2006 (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

SPECIAL RESOLUTIONS

Resolution 15 - Adoption of New Articles of Association

THAT the Company adopt new Articles of Association (the "New Articles"). The New Articles produced to the meeting and initialled by the Chair of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association (the "Existing Articles"), with effect from the conclusion of the meeting.

Resolution 16 - Authority to call a General Meeting with no less than 14 clear days' notice

THAT a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Resolution 17 – General disapplication of pre-emption rights

THAT if Resolution 14 is passed, in substitution for all subsisting authorities, the Directors be and are generally empowered to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 14 and/or to sell ordinary shares of the Company held as treasury shares for cash, in each case as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such power shall be limited to:

(i) the allotment of equity securities or sale of treasury shares for cash in connection with an offer or issue of, or invitation to apply for, equity securities:

• (a) to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and
• (b) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary
• (i) the allotment of equity securities or sale of treasury shares (in each case otherwise than under paragraph 17 (i) above), up to a nominal amount of £133,500.

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at close of business on 28 July 2026, but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 18 - Additional disapplication of pre-emption rights

THAT, if Resolution 14 is passed, and in addition to any authority granted under Resolution 17, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

• (i) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £133,500; and
• (ii) used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 28 July 2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 19 - Authority to purchase own shares

THAT the Company be generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases, as defined in Section 693 of that Act, of ordinary shares of 1p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

• (a) the maximum aggregate number of ordinary shares that may be purchased is 13,350,000;
• (b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is 1p;
• (c) the maximum price (exclusive of expenses) that may be paid for each ordinary share is the higher of:
  • (i) an amount equal to 105% of the average of the middle market quotations of an ordinary share in the Company, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and
• (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
• (d) this authority shall, unless previously varied, revoked or renewed, expire on 28 July 2026 or, if earlier, at the conclusion of the Company's Annual General Meeting in 2026, save that the Company shall be entitled under such authority to make at any time before such expiry any contract to purchase its own shares which will or might be executed wholly or partly after such expiry.

ARTICLES OF ASSOCIATION

adopted by special resolution passed on 29 April 2025

of

STHREE PLC

(incorporated on 13 July 1999 and re-registered as a public company on 7 November 2005)

Articles of Association

adopted by special resolution passed on 29 April 2025

of

STHREE PLC

Preliminary

1. Table A, regulations and articles not to apply

Neither the regulations in Table A in The Companies (Tables A to F) Regulations 1985 nor any other articles or regulations which may apply to companies under the Statutes, unless excluded or modified, shall apply as regulations or articles of the Company.

2. Interpretation

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

"Act"	The Companies Act 2006.
"Admission"	The date of Admission of the ordinary share capital of the Company to the Official List maintained by the Financial Conduct Authority and to trading on the main market of the London Stock Exchange becoming effective in accordance with the Listing Rules and the Transparency Rules.
"Director"	A director of the Company duly appointed pursuant to these Articles. "Directors" and the "Board" means all Directors.
"FCA"	The Financial Conduct Authority or its successors from time to time.
"FSMA"	The Financial Services and Markets Act 2000.
"in writing"	The representation or reproduction of words, symbols or other information in written form or produced by any substitute for writing (including anything in electronic form) or partly one and partly another.
"Listing Rules"	the listing rules made by the FCA under Part VI of FSMA;
"London Stock Exchange"	London Stock Exchange plc or any other body which assumes the functions of that company as its successor.
"month"	Calendar month.
"Office"	The registered office of the Company for the time being.

"Operator"	Euroclear UK and Ireland Limited or such other person as may for the time being be approved under the uncertificated securities rules as an operator of a relevant system.
"Operator-instruction"	A properly authenticated dematerialised instruction attributable to the Operator.
"paid"	Paid or credited as paid.
"participating security"	A security title to units of which is permitted by the Operator to be transferred by means of a relevant system.
"Register"	The register of members of the Company to be kept pursuant to the Companies Acts.
"relevant system"	A relevant system (as defined in the uncertificated securities rules) in which the Operator of the relevant system has permitted the shares or securities of the Company (or the relevant shares or the relevant securities) to be transferred.
"Seal"	The common seal of the Company.
"Securities Seal"	An official seal kept by the Company for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued as permitted by the Companies Acts.
"Statutes"	The Companies Acts, the uncertificated securities rules and every other enactment for the time being in force concerning companies and affecting the Company.
"these Articles"	These Articles of Association as from time to time altered.
"Transfer Office"	The place where the Register is situated for the time being.
"Transparency Rules"	The disclosure guidance and transparency rules made by the FCA under Part VI of FSMA.
"uncertificated securities rules"	Any provision of the Companies Acts relating to the holding, evidencing of title or transfer of uncertificated shares, and any legislation, rules or other arrangements made under or by virtue of such provision.
"United Kingdom"	The United Kingdom of Great Britain and Northern Ireland.
"working day"	A day that is not a Saturday or Sunday on which clearing banks are open for business in London.
"year"	Calendar year.

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

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

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

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

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

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

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

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

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

The expression "address" shall include any number or address (including, in the case of any Uncertified Proxy Instruction permitted under Article 65, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website.

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

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

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

References in these Articles to a document being "signed" or to "signature" include references to its being executed underhand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Act.

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

A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles.

Except as provided above, any words or expressions defined in the Act or the uncertificated securities rules shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.

References to a person being "present" or "attending" a General Meeting means, for the purposes of physical meetings, present in person or, for the purposes of hybrid meetings, present in person or by means of an electronic platform.

References to a person's "participation" in the business of any General Meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Act or the Articles to be made available at the meeting and "participate" and "participating" shall be construed accordingly.

3. Limited Liability

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

Share Capital

4. Subdivision of shares

A resolution authorising the Company to sub-divide its shares may also determine that, as between the shares resulting from such sub-division, any of them may have any preference or other advantage or deferred or qualified rights or be subject to any restriction as compared with others.

5. Fractions

Subject to any direction by the Company in a General Meeting, whenever as a result of a consolidation or subdivision of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Statutes, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to transfer the shares to, or in accordance with the directions of, the purchaser; except that any amount otherwise due to a member being less than £3, or such other sum as the board of Directors may from time to time determine, may be retained for the benefit of the Company or distributed to an organisation which is a charity for the purposes of the law of England and Wales, Scotland or Northern Ireland. The transferee shall not be bound to see to the application of the purchase money nor shall his or her title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale. So far as the Statutes allow, the Directors may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation or subdivision and representing fractional entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof.

6. Treasury shares

The Company may not exercise any right in respect of treasury shares held by it, including any right to attend or vote at meetings, to participate in any offer by the Company to shareholders or to receive any distribution (including in a winding-up), but without prejudice to its right to sell the treasury shares, to transfer the shares for the purposes of or pursuant to an employees' share scheme, to receive an allotment of shares as fully paid bonus shares in respect of the treasury shares or to receive any amount payable on redemption of any redeemable treasury shares.

Shares

7. Rights attaching to shares on issue

7.1 Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may be issued with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the Company may determine by ordinary resolution.

7.2 Subject to the provisions of the Statutes the Company may issue any shares which are, or at the option of the Company or the holder are liable, to be redeemed. The terms, conditions and manner of redemption of any such shares may be determined by the Directors before the shares are allotted, or otherwise shall be set out in these Articles.

8. Directors' power to allot securities and to sell treasury shares

Subject to the provisions of the Statutes and these Articles, the board shall have unconditional authority to allot (with or without conferring rights of renunciation), grant options over, offer or otherwise deal with or dispose of any shares or rights to subscribe for or covenant any security into shares to such persons (including Directors) at such times and generally on such terms and conditions as the Directors may determine.

9. Commissions and brokerages on issue of shares

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

10. Renunciation of allotment

Subject to the provisions of the Companies Acts, 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:

• (a) recognise a renunciation thereof by the allottee in favour of some other person and accord to any allottee of a share a right to effect such renunciation; and/or
• (b) allow the rights represented thereby to be one or more participating securities,

in each case upon and subject to such terms and conditions as the Directors may think fit to impose.

11. Trust etc. interests not recognised

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

Share Certificates

12. Issue of share certificates

Every person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the Register in respect of shares in certificated form shall upon the issue or transfer to him or her of such shares be entitled without payment to a certificate therefor within the time limits prescribed by the Companies Acts (or, if earlier, within any prescribed time limit or within a time specified when the shares were issued).

13. Form of share certificate

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

14. Joint holders

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

15. Replacement of share certificates

• 15.1 Any two or more certificates representing shares of any one class held by any member may at his or her request be cancelled and a single new certificate for such shares issued in lieu without charge.
• 15.2 If any member shall surrender for cancellation a share certificate representing shares held by him or her and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he or she may specify, the Directors may, if they think fit, comply with such request.
• 15.3 If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of any exceptional out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.
• 15.4 In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

Calls on Shares

16. Power to make calls

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

17. Liability for calls

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

18. Interest on overdue amounts

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

19. Other sums due on shares

Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of allotment of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable. In case of 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.

20. Power to differentiate between holders

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

21. Payment of calls in advance

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

Forfeiture and Lien

22. Notice on failure to pay a call

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

23. Forfeiture for non-compliance

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

24. Disposal of forfeited shares

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

25. Holder to remain liable despite forfeiture

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

26. Lien on partly-paid shares

The Company shall have a first and paramount lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share and the Directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article.

27. Sale of shares subject to lien

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

28. Proceeds of sale of shares subject to lien

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

29. Evidence of forfeiture

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

Variation of Rights

30. Manner of variation of rights

• 30.1 Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Statutes, be varied or abrogated:
  • (a) with the consent in writing of the holders of three-quarters in nominal value of the issued shares of the class; or
  • (b) with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class (but not otherwise),

and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up.

• 30.2 To every such separate meeting all the provisions of these Articles relating to General Meetings and to the proceedings thereat shall mutatis mutandis apply, except that:
  • (a) the necessary quorum at such separate meeting shall be two persons at least holding or representing by proxy at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares);
  • (b) at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum;
  • (c) any holder of shares of the class present in person or by proxy may demand a poll; and
  • (d) every such holder shall on a poll have one vote for every share of the class held by him or her.
• 30.3 The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.

31. Matters not constituting variation of rights

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

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

Transfer of Shares

32. Form of transfer

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

33. Balance certificate

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

34. Right to refuse registration

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

instrument of transfer is executed by some other person on his or her behalf, the authority of that person to do so.

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

• 34.2 The Directors may, in the case of shares in certificated form, refuse to register any transfer of shares (not being fully-paid shares) provided that, where any such shares are admitted to the official list maintained by the FCA, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.
• 34.3 The Directors may also refuse to register an allotment or transfer of shares (whether fully paid or not) which is in favour of:
  • (a) a child bankrupt or person of unsound mind; or
  • (b) more than four persons jointly.

35. No fee on registration

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

36. Further provisions on shares in uncertificated form

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

Transmission of Shares

37. Persons entitled on death

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

38. Election by persons entitled by transmission

A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may (subject as hereinafter provided) upon supplying to the Company such evidence as the Directors may reasonably require to show his or her title to the share either be registered himself as holder of the share upon giving to the Company notice in writing to that effect or transfer such share to some other person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the notice or transfer were a transfer made by the member registered as the holder of any such share.

39. Rights of persons entitled by transmission

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

Untraced Shareholders

40. Untraced Shareholders

• 40.1 The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a member or the shares to which a person is entitled by virtue of law on death or bankruptcy or otherwise by operation of law if and provided that:
  • (a) during the period of not less than six years prior to the sending of the notices referred to in paragraph 40.1(b) below at least three dividends in respect of the shares have become payable and no dividend in respect of those shares has been claimed; and
  • (b) the Company shall on expiry of such period of six years have, either in hard copy form to the last known postal address of the member, in electronic form to the last known email address of the member, or in electronic form on the London Stock Exchange's Regulatory News Service, issued an announcement giving notice of its intention to sell the said shares. Before sending such notice, the Company must have used reasonable efforts to trace the relevant member, engaging, if the Company considers appropriate (in its sole discretion) a professional asset reunification company or other tracing agent; and
  • (c) during the period of three months following the sending of such notices the Company shall have received no communication from such member or person.
• 40.2 To give effect to any such sale the Company may appoint any person to transfer, as transferor, the said shares and such transfer shall be as effective as if it had been carried out by the registered holder of or person entitled by law to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall, for six years following the date of such transfer, be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such 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, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit. Following expiration of the six year period referred to above, the net proceeds of any such sale shall be forfeited by the relevant holder and shall belong to the Company which shall no longer be liable in any respect, nor be required to account to such holder or other person previously entitled thereto.

General Meetings

41. Annual General Meetings

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

42. Convening of General Meetings

• 42.1 The Directors may whenever they think fit, and shall on requisition in accordance with the Statutes, proceed to convene a General Meeting.
• 42.2 If, at any time, there are not sufficient directors within the United Kingdom capable of acting to form a quorum, the directors in the United Kingdom capable of acting may convene a General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

Notice of General Meetings

43. Notice of General Meetings

• 43.1 An Annual General Meeting shall be called by notice of at least 21 days.
• 43.2 Any other General Meeting shall be called by notice of at least 14 days'.
• 43.3 The period of notice shall in either case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held.
• 43.4 Notice shall be given to all members other than such as are not under the provisions of these Articles entitled to receive such notices from the Company. The Company may determine that only those persons entered on the Register at the close of business on a day determined by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice.
• 43.5 A General Meeting, notwithstanding that it has been called by a shorter notice than that specified above, shall be deemed to have been duly called if it is so agreed:
  • (a) in the case of an Annual General Meeting, by all the members entitled to attend and vote thereat; and
  • (b) in the case of any other General Meeting, by a majority in number of the members having a right to attend and vote thereat, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.

44. Contents of notice of General Meetings

• 44.1 Every notice calling a General Meeting shall specify the place, date and time of the meeting and (in the case of a hybrid meeting only) electronic platform(s) of the General Meeting.
• 44.2 There shall appear with reasonable prominence in every such notice a statement that:
  • (a) a member is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote; and
  • (b) that a proxy need not be a member of the Company.
• 44.3 The notice shall specify the general nature of the business to be transacted at the meeting; and if any resolution is to be proposed as a special resolution, the notice shall contain a statement to that effect.
• 44.4 In the case of an Annual General Meeting, the notice shall also specify the meeting as such.
• 44.5 For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such persons may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.
• 44.6 If the Directors determine that a General Meeting shall be held as a hybrid meeting the notice shall specify any access, identification and security arrangements.

Proceedings at General Meetings

45. Chair

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

46. Quorum

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

47. Lack of quorum

If within five minutes from the time appointed for a General Meeting (or such longer interval as the chair of the meeting may think fit to allow) a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day (being not less than 14 days nor more than 28 days later), time, place and/or electronic platform(s) as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chair of the meeting may determine.

48. Attendance and participation at different places and by electronic means

• 48.1 In the case of any General Meeting, the board may, notwithstanding the specification in the notice convening the General Meeting of the place at which the chair of the meeting shall preside ("Principal Place") make arrangements for simultaneous attendance and participation by electronic means allowing persons not present together at the same place to attend, speak and vote at the meeting (including the use of satellite meeting places). The arrangements for simultaneous attendance and participation at any place at which persons are participating using electronic means may include arrangements for controlling or regulating the level of attendance at any particular venue provided that such arrangements shall operate so that all members and proxies are able to attend at one or other of the venues.
• 48.2 The members or proxies at the place or places at which persons are participating using electronic means shall be counted in the quorum for, and be entitled to vote at, the General Meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that the members or proxies attending at the places at which persons are participating using electronic means are able to:
  • (a) participate in the business for which the meeting has been convened; and
  • (b) see and hear all persons who speak (whether through the use of microphones, load speakers, audiovisual communication equipment or otherwise) in the Principal Place (and any other place at which persons are participating using electronic means).

For the purposes of all other provisions of these Articles (unless the context requires otherwise), the members and proxies shall be treated as meeting at the Principal Place.

48.3 The Directors may make whatever arrangements they consider appropriate to enable those participating at a General Meeting, whether at a physical or hybrid meeting, to exercise their right to speak, hear and be heard. For the purposes of these Articles, a person is able to exercise their right to "speak" and "be heard" when the chair of the meeting is satisfied that the arrangements enable that person to be able to communicate to all those attending the meeting and raise information, questions or opinions on the business of the meeting. For these purposes being able to communicate in this way this shall include, without limitation, any electronic means, the use of microphones, loud speakers, audio visual equipment, electronic platforms or other

means of communication whatsoever (or any combination thereof) including, without limitation, the relevant information, questions or opinions being made available to some or all of those attending the meeting in electronic or typed form or being read to the meeting by someone authorised to do so by the Directors. For the purposes of these Articles, "hear" and the right to "hear" shall be construed accordingly.

49. Adjournment

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

50. Postponement

50.1 If the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting at the time, date, place and/or electronic platform(s) specified in the notice calling the General Meeting, they may move and/or postpone the General Meeting to another time, date, place and/or electronic platform(s). The Directors shall take reasonable steps to ensure that notice of the date, time, place and/or the electronic platform(s) of the moved and/or postponed meeting is provided to any member trying to attend the meeting at the original date, time, place and/or on the electronic platform(s). When a General Meeting is so moved and/or postponed, notice of the date, time, place and/or the electronic platform(s) of the moved and/or postponed meeting shall be given in such manner as the Directors may, in their absolute discretion, determine. Notice of the business to be transacted at such moved and/or postponed meeting is not required. The Directors must take reasonable steps to ensure that members trying to attend the General Meeting at the original time, date, place and/or electronic platform(s) are informed of the new arrangements for the General Meeting. Proxy forms can be delivered as specified in Article 66. Any postponed and/or moved meeting may also be postponed and/or moved under this Article.

51. Hybrid Meetings

• 51.1 The Directors may decide to enable persons entitled to attend a General Meeting to do so by either electronic means or electronic platform(s) or physical attendance at a hybrid meeting. Members, their proxies or corporate representatives present shall be counted in the quorum for, and entitled to vote at, the General Meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the hybrid meeting to ensure that members or their proxies or corporate representatives attending the hybrid meeting who are not present together at the same place may:
  • (a) participate in the business for which the meeting has been convened;
  • (b) hear all persons who speak at the meeting; and
  • (c) be heard by all other persons present at the meeting.
• 51.2 If it appears to the chair of the meeting that the electronic platform(s), facilities or security at the hybrid meeting have become inadequate for the purposes referred to in Article 51.1 then the chair may, without the consent of the meeting, interrupt or adjourn the General Meeting. All business conducted at that General Meeting up to the time of that adjournment shall be valid and the provisions of Articles 49 to 52 shall apply to that adjournment.

52. Notice of adjourned meeting

When a meeting is adjourned for 30 days or more or sine die, not less than seven days' notice of the adjourned meeting shall be given in accordance, mutatis mutandis, with Articles 43 and 44. Otherwise it shall not be necessary to give any such notice.

53. Amendments to resolutions

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

54. Security

• 54.1 The chair of the meeting may make any arrangement and impose any restriction he/she considers appropriate to ensure the security of a meeting and the health and safety of those in attendance including the searching of a person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place. The chair may himself/herself or may authorise one or more persons, who shall include a director or the secretary to:
  • (a) refuse entry to a meeting to a person who refuses to comply with these arrangements or restrictions; and
  • (b) eject from a meeting any person who causes the proceedings to become disorderly.
• 54.2 In relation to a hybrid meeting, the Directors may make any arrangement and impose any requirement or restriction as is:
  • (a) necessary to ensure the identification of those taking part by way of electronic platform(s) and the security of any electronic communication; and
  • (b) proportionate to those objectives.

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

Polls

55. Demand for poll

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

56. Procedure on a poll

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

57. Voting on a poll

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

58. Timing of poll

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

Votes of Members

59. Votes attaching to shares

Subject to Article 61 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares:

• 59.1 on a show of hands:
  • (a) every member who is entitled to vote on the resolution and who is present in person shall have one vote; and
  • (b) every proxy present who has been duly appointed by one of more members entitled to vote on the resolution shall have one vote; except that:
    • (i) if a member votes in person on a resolution then, as regards that resolution, his or her proxy shall have no vote; and
    • (ii) a proxy shall have one vote for and one vote against the resolution if he or she has been duly appointed by more than one member entitled to vote on the resolution and either:
      • (a) is instructed by one or more of those members to vote for the resolution and by one or more others to vote against it; or
      • (b) is instructed by one or more of those members to vote in one way and is given a discretion as to who to vote by one or more others (and wishes to use that discretion to vote in the other way);
• 59.2 on a poll, every member who is entitled to vote on the resolution and who is present in person or by a duly appointed proxy shall have one vote for very share he or she holds. A member entitled to more than one vote need not, if he or she votes on the poll (whether in person or by proxy), use all his or her votes or cast all the votes he or she uses in the same way.

60. Votes of joint holders

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

61. Restriction on voting in particular circumstances

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

the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred (other than pursuant to an approved transfer or pursuant to paragraph 61.3(b) below) be entitled to attend or vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings.

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

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

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

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

• 61.4 The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.
• 61.5 Save as herein provided any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued continues and shall

cease to have effect thereafter upon the Directors so determining (such determination to be made within a period of one week of the default being duly remedied, with notice in writing thereof being given to the member forthwith).

• 61.6 Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with paragraph 61.3(b) above.
• 61.7 For the purposes of this Article:
  • (a) a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a notice under the said Section 793 and either (i) the member has named such person as being so interested or (ii) (after taking into account the response of the member to the said notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and
  • (b) a transfer of shares is an "approved transfer" if:
    • (i) it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (as defined in Section 974 of the Act); or
    • (ii) the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the member or with any person appearing to be interested in such shares including any such sale made through a recognised investment exchange or through a stock exchange outside the United Kingdom on which the Company's shares are normally traded. For the purposes of this sub-paragraph any associate (as that term is defined in Section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the member or any person appearing to be interested in such shares.
• 61.8 The provisions of this Article are in addition and without prejudice to the provisions of the Companies Acts.

62. Voting by guardian

Where in England or elsewhere a guardian, receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require, permit such guardian, receiver or other person on behalf of such member to vote in person or by proxy at any shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings.

63. Validity and result of vote

• 63.1 No objection shall be raised as to the qualification of any voter or the admissibility of any vote except at the meeting or adjourned meeting at which the vote is tendered. Every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chair of the meeting, whose decision shall be final and conclusive.
• 63.2 Unless a poll is taken a declaration by the chair of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.
• 63.3 The Company shall not be obliged to check that any proxy or corporate representative exercises the votes of the appointing member, either at all or in accordance with the voting instructions given.

63.4 No vote at any General Meeting of the Company shall be declared or deemed invalid by virtue solely of any failure by a proxy or corporate representative to vote in accordance with the voting instructions given to him or her by the appointing member.

Proxies and Corporate Representatives

64. Appointment of proxies

• 64.1 A member is entitled to appoint a proxy or (subject to Article 65) proxies to exercise all or any of his or her rights to attend and to speak and vote at a meeting of the Company.
• 64.2 A proxy need not be a member of the Company.

65. Multiple Proxies

A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him or her. Where a member appoints more than one proxy, each such appointment shall specify the number of shares in respect of which each proxy is entitled to exercise the related votes and the member shall ensure that no proxy is appointed to exercise the votes which any other proxy has been appointed by that member to exercise.

66. Form of proxy

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

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

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

67. Deposit of form of proxy

• 67.1 The appointment of a proxy (together with any supporting documentation required under Article 66) must be received at the address or one of the addresses (if any) specified for that purpose in, or by way of note to, or in any document accompanying, the notice convening the meeting (or, if no address is so specified, at the Transfer Office):
  • (a) in the case of a meeting or adjourned meeting not less than 48 hours before the commencement of the meeting or adjourned meeting to which it relates;
  • (b) in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after the poll was demanded, not less than 48 hours before the commencement of the meeting or adjourned meeting at which the poll was demanded; and
  • (c) in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll, and

in default shall not be treated as valid.

67.2 The Directors may at their discretion determine that, in calculating the periods mentioned in Article 67.1, no account shall be taken of any part of any day that is not a working day (within the meaning of Section 1173 of the Act).

• 67.3 Without limiting the foregoing, in relation to any shares in uncertificated form the Directors may permit a proxy to be appointed by electronic means or by means of a website in the form of an Uncertificated Proxy Instruction (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, sent by means of a relevant system to such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system)); and may permit any supplement to, or amendment or revocation of, any such Uncertificated Proxy Instruction to be made by a further Uncertificated Proxy Instruction. The Directors may in addition prescribe the method of determining the time at which any such instruction or notification is to be treated as received by the Company. The Directors may treat any such instruction or notification purporting or expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that holder.
• 67.4 The appointment of a proxy shall, unless the contrary is stated thereon, be as valid for any adjournment of a meeting as it is for the meeting to which it relates. An appointment relating to more than one meeting (including any adjournment of any such meeting) having once been delivered in accordance with this Article 67 for the purposes of any such meeting does not need to be delivered again for the purposes of any subsequent meeting to which it relates.

68. Rights of proxy

• 68.1 A proxy shall have the right to exercise all or any of the rights of his or her appointor, or (where more than one proxy is appointed) all or any of the rights attached to the shares in respect of which he or she is appointed the proxy to attend, and to speak and vote, at a meeting of the Company.
• 68.2 Unless his or her appointment provides otherwise, a proxy may vote or abstain at his or her discretion on any resolution put to the vote at a shareholders' meeting.

69. Termination of proxy's authority

• 69.1 Neither the death or insanity of a member who has appointed a proxy, nor the revocation or termination by a member of the appointment of a proxy (or of the authority under which the appointment was made), shall invalidate the proxy or the exercise of any of the rights of the proxy thereunder, unless notice of such death, insanity, revocation or termination shall have been received by the Company in accordance with Article 69.2.
• 69.2 Any such notice of death, insanity, revocation or termination must be received at the address or one of the addresses (if any) specified for receipt of proxies in, or by way of note to, or in any document accompanying, the notice convening the meeting to which the appointment of the proxy relates (or if no address is so specified, at the Transfer Office):
  • (a) in the case of a meeting or adjourned meeting, not less than one hour before the commencement of the meeting or adjourned meeting to which the proxy appointment relates;
  • (b) in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after it was demanded, not less than one hour before the commencement of the meeting or adjourned meeting at which the poll was demanded; or
  • (c) in the case of a poll taken more than 48 hours after it was demanded, not less than one hour before the time appointed for the taking of the poll.

70. Corporations acting by representatives

70.1 Subject to the Statutes, any corporation which is a member of the Company may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives at any shareholders' meeting. The provisions of the Act shall apply to determine the powers that may be exercised at any such meeting by any person or persons so authorised.

• 70.2 The Corporation shall, for the purposes of these Articles, be deemed to be present in person at any such meeting if any person or persons so authorised is or are present at it, and all references to attendance and voting in person shall be construed accordingly.
• 70.3 A Director, the secretary or some person authorised for the purpose by the secretary may require any representative to produce a certified copy of the resolution so authorising him or her before permitting him or her to exercise his or her powers.

Directors

71. Number of Directors

Subject as hereinafter provided the Directors shall not be less than 2 nor more than 12 in number. The Company may by ordinary resolution from time to time vary the minimum number and/or maximum number of Directors.

72. Directors' fees

• 72.1 The Directors shall be paid a fee at such rate as may from time to time be determined by the Board except that the aggregate of all such fees (excluding any amounts payable under any other provision of these Articles or otherwise) shall not exceed £750,000 per annum or such higher amount as may from time to time be determined by ordinary resolution of the Company.
• 72.2 Such aggregate fees shall (unless otherwise provided by ordinary resolution of the Company) be divisible among the Directors as they may agree, or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he or she has held office. Any fees payable pursuant to this Article shall accrue from day to day.

73. Other remuneration of Directors

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

74. Directors' expenses

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

75. Directors' pensions and other benefits

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

Any Director or ex-Director is entitled to receive and retain for his or her own benefit and is not accountable to the Company or the members for, any benefit provided pursuant to this Article. The receipt of any such benefit shall not disqualify any person from being or becoming a Director.

76. Appointment of executive Directors

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

77. Powers of executive Directors

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

Appointment and Retirement of Directors

78. Age limit

Any provision of the Statutes which, subject to the provisions of these Articles, would have the effect of rendering any person ineligible for appointment or election as a Director or liable to vacate office as a Director on account of his or her having reached any specified age or of requiring special notice or any other special formality in connection with the appointment or election of any Director over a specified age, shall apply to the Company.

79. Retirement at Annual General Meetings

• 79.1 Each Director shall retire at each Annual General Meeting held following the date on which he or she was elected or last re-elected by the Company.
• 79.2 A Director who retires at any Annual General Meeting shall be eligible for election or re-election unless the Directors otherwise determine.

80. Re-election of retiring Director

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

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

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 or her re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.

81. Election of two or more Directors

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

82. Nomination of Director for election

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 at any General Meeting unless not less than seven nor more than 42 days (inclusive of the date on which the notice is given) before the date appointed for the meeting there shall have been lodged at the Office:

• (a) notice in writing signed or authenticated in accordance with Article 134 by some member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his or her intention to propose such person for election; and
• (b) notice in writing signed (or authenticated in accordance with Article 134) by the person to be proposed of his or her willingness to be elected.

83. Election or appointment of additional Director

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

84. Vacation of office

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

• (a) if he or she shall become prohibited by law from acting as a Director;
• (b) if he or she resigns by notice sent to or received at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a meeting of the Directors and the Directors shall resolve to accept such offer;
• (c) if he or she shall have a bankruptcy order made against him or her or shall compound with his or her creditors generally or shall apply to the court for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that

Act;

• (d) if in England or elsewhere an order shall be made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his or her detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his or her property or affairs;
• (e) if he or she shall be absent from meetings of the Directors for six months without leave and the Directors shall resolve that his or her office be vacated;
• (f) if a notice in writing is served upon him or her, signed (in any number of counterparts) by not less than three-quarters of the Directors for the time being, to the effect that his or her office as Director shall on receipt (or deemed receipt) of such notice ipso facto be vacated, but so that if he or she holds an appointment to an executive office which thereby automatically determines such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him or her and the Company;
• (g) in the case of a Director other than the Chair and any Director holding an executive office, if the Directors shall resolve to require him or her to resign in accordance with paragraph (b) above and within 30 days of being given notice of such resolution, he or she shall fail to do so;
• (h) a registered medical practitioner who is treating him or her gives a written opinion to the Company stating that he or she has become physically or mentally incapable of acting as a Director and may remain so for more than three months and the Directors resolve that his or her office be vacated; or
• (i) by reason of his or her mental health, a court makes an order which wholly or partly prevents him or her from personally exercising any powers or rights which he or she would otherwise have and the Directors resolve that his or her office be vacated.

85. Removal of Director

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

Meetings and Proceedings of Directors

86. Convening of meetings of Directors

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

87. Quorum

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

88. Chair

88.1 The Directors may elect from their number a Chair and a Deputy Chair (or two or more Deputy Chairmen) and determine the period for which each is to hold office. If no Chair or Deputy Chair shall have been appointed or if at any meeting of the Directors no Chair or Deputy Chair shall be present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chair of the meeting.

88.2 If at any time there is more than one Deputy Chair the right in the absence of the Chair to preside at a meeting of the Directors or of the Company shall be determined as between the Deputy Chairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.

89. Casting vote

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

90. Number of Directors below minimum

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

91. Directors' written resolutions

• 91.1 A Directors' written resolution is adopted when all the Directors entitled to vote on such resolution have:
  • (a) signed one or more copies of it, or
  • (b) otherwise indicated their agreement to it in writing.
• 91.2 A Directors' written resolution is not adopted if the number of Directors who have signed it is less than the quorum for Directors' meetings.
• 91.3 Once a Directors' written resolution has been adopted, it must be treated as if it had been a resolution passed at a Directors' meeting in accordance with the Articles.

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

Directors' Interests

93. Authorisation of Directors' interests

• 93.1 For the purposes of Section 175 of the Act, the Directors shall have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director under that Section to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.
• 93.2 Authorisation of a matter under this Article shall be effective only if:
  • 93.2.1 the matter in question shall have been proposed in writing for consideration at a meeting of the Directors, or in such other manner as the Directors may determine;
  • 93.2.2 any requirement as to the quorum at the meeting of the Directors at which the matter is considered is met without counting the Director in question and any other interested Director (together the "Interested Directors"); and
• 93.2.3 the matter was agreed to without the Interested Directors voting or would have been agreed to if the votes of the Interested Directors had not been counted.
• 93.3 Any authorisation of a matter under this Article shall extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised.
• 93.4 Any authorisation of a matter under this Article shall be subject to such conditions or limitations as the Directors may determine, whether at the time such authorisation is given or subsequently, and may be terminated by the Directors at any time. A Director shall comply with any obligations imposed on him or her by the Directors pursuant to any such authorisation.
• 93.5 A Director shall not, save as otherwise agreed by him or her, be accountable to the Company for any benefit which he or she (or a person connected with him or her) derives from any matter authorised by the Directors under this Article and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.

94. Directors may have interests

• 94.1 Subject to compliance with Article 94.2, a Director, notwithstanding his or her office, may have an interest of the following kind:
  • (a) where a Director (or a person connected with him or her) is a director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in any Relevant Company;
  • (b) where a Director (or a person connected with him or her) is a party to, or otherwise interested in, any contract, transaction or arrangement with a Relevant Company, or in which the Company is otherwise interested;
  • (c) where the Director (or a person connected with him or her) acts (or any firm of which he or she is a partner, employee or member acts) in a professional capacity for any Relevant Company (other than as Auditor) whether or not he or she or it is remunerated therefor;
  • (d) an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
  • (e) an interest, or a transaction or arrangement giving rise to an interest, of which the Director is not aware;
  • (f) any matter authorised under Article 93.1; or
  • (g) any other interest authorised by ordinary resolution.

No authorisation under Article 93 shall be necessary in respect of any such interest.

• 94.2 The Director shall declare the nature and extent of any interest permitted under Article 94.1, and not falling with Article 94.3, at a meeting of the Directors or in the manner set out in Section 184 or 185 of the Act.
• 94.3 No declaration of an interest shall be required by a Director in relation to an interest:
  • (a) falling within paragraph (d) or (e) or (f) of Article 94.1;
  • (b) if, or to the extent that, the other Directors are already aware of such interest (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware); or
  • (c) if, or to the extent that, it concerns the terms of his or her service contract (as defined in Section 227 of the Act) that have been or are to be considered by a meeting of the Directors, or by a committee of Directors appointed for the purpose under these Articles.
• 94.4 A Director shall not, save as otherwise agreed by him or her, be accountable to the Company for any benefit which he or she (or a person connected with him or her) derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any Relevant Company or for such remuneration, each as referred to in Article 94.1, and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.
• 94.5 For the purposes of this Article, "Relevant Company" shall mean:
  • (a) the Company;
  • (b) a subsidiary undertaking of the Company;
  • (c) any holding company of the Company or a subsidiary undertaking of any such holding company;
  • (d) any body corporate promoted by the Company; or
  • (e) any body corporate in which the Company is otherwise interested.

95. Restrictions on quorum and voting

• 95.1 Save as provided in this Article, and whether or not the interest is one which is authorised pursuant to Article 93 or permitted under Article 94, a Director shall not be entitled to vote on any resolution in respect of any contract, transaction or arrangement, or any other proposal, in which he or she (or a person connected with him or her) is interested. Any vote of a Director in respect of a matter where he or she is not entitled to vote shall be disregarded.
• 95.2 A Director shall not be counted in the quorum for a meeting of the Directors in relation to any resolution on which he or she is not entitled to vote.
• 95.3 Subject to the provisions of the Statutes, a Director shall (in the absence of some other interest than is set out below) be entitled to vote, and be counted in the quorum, in respect of any resolution concerning any contract, transaction or arrangement, or any other proposal:
  • (a) in which he or she has an interest of which he or she is not aware;
  • (b) in which he or she has an interest which cannot reasonably be regarded as likely to give

rise to a conflict of interest;

• (c) in which he or she has an interest only by virtue of interests in shares, debentures or other securities of the Company, or by reason of any other interest in or through the Company;
• (d) which involves the giving of any security, guarantee or indemnity to the Director or any other person in respect of (i) money lent or obligations incurred by him or her or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings; or (ii) a debt or other obligation of the Company or any of its subsidiary undertakings for which he or she himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
• (e) concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings (i) in which offer he or she is or may be entitled to participate as a holder of securities; or (ii) in the underwriting or sub underwriting of which he or she is to participate;
• (f) concerning any other body corporate in which he or she is interested, directly or indirectly and whether as an officer, shareholder, creditor, employee or otherwise, provided that he or she (together with persons connected with him or her) is not the holder of, or beneficially interested in, one per cent or more of the issued equity share

capital of any class of such body corporate or of the voting rights available to members of the relevant body corporate;

• (g) relating to an arrangement for the benefit of the employees or former employees of the Company or any of its subsidiary undertakings which does not award him or her any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;
• (h) concerning the purchase or maintenance by the Company of insurance for any liability for the benefit of Directors or for the benefit of persons who include Directors;
• (i) concerning the giving of indemnities in favour of Directors;
• (j) concerning the funding of expenditure by any Director or Directors on (i) defending criminal, civil or regulatory proceedings or actions against him or her or them, (ii) in connection with an application to the court for relief, or (iii) defending him or her or them in any regulatory investigations;
• (k) the doing anything to any Director or Directors to avoid incurring expenditure as described in paragraph (j); and
• (l) in respect of which his or her interest, or the interest of Directors generally, has been authorised by ordinary resolution.
• 95.4 Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company (or any body corporate in which the Company is interested), the proposals may be divided and considered in relation to each Director separately. In such case, each of the Directors concerned (if not debarred from voting under paragraph (f) of Article 95.3) shall be entitled to vote, and be counted in the quorum, in respect of each resolution except that concerning his or her own appointment or the fixing or variation of the terms thereof.
• 95.5 If a question arises at any time as to whether any interest of a Director prevents him or her from voting, or being counted in the quorum, under this Article, and such question is not resolved by his or her voluntarily agreeing to abstain from voting, such question shall be referred to the chair of the meeting and his or her ruling in relation to any Director other than himself shall be final and conclusive, except in a case where the nature or extent of the interest of such Director has not been fairly disclosed. If any such question shall arise in respect of the chair of the meeting, the question shall be decided by resolution of the Directors and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chair of the meeting (so far as it is known to him or her) has not been fairly disclosed to the Directors.

96. Confidential information

• 96.1 Subject to Article 96.2, if a Director, otherwise than by virtue of his or her position as Director, receives information in respect of which he or she owes a duty of confidentiality to a person other than the Company, he or she shall not be required:
  • (a) to disclose such information to the Company or to the Directors, or to any Director, officer or employee of the Company; or
  • (b) otherwise use or apply such confidential information for the purpose of or in connection with the performance of his or her duties as a Director.
• 96.2 Where such duty of confidentiality arises out of a situation in which the Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company, Article 96.1 shall apply only if the conflict arises out of a matter which has been authorised under Article 93 above or falls within Article 94 above.
• 96.3 This Article is without prejudice to any equitable principle or rule of law which may excuse or release the Director from disclosing information, in circumstances where disclosure may otherwise be required under this Article.

97. Directors' interests - general

• 97.1 For the purposes of Articles 93 to 97:
  • (a) an interest of a person who is connected with a Director shall be treated as an interest of the Director; and
  • (b) Section 252 of the Act shall determine whether a person is connected with a Director.
• 97.2 Where a Director has an interest which can reasonably be regarded as likely to give rise to a conflict of interest, the Director may, and shall if so requested by the Directors take such additional steps as may be necessary or desirable for the purpose of managing such conflict of interest, including compliance with any procedures laid down from time to time by the Directors for the purpose of managing conflicts of interest generally and/or any specific procedures approved by the Directors for the purpose of or in connection with the situation or matter in question, including without limitation:
  • (a) absenting himself from any meetings of the Directors at which the relevant situation or matter falls to be considered; and
  • (b) not reviewing documents or information made available to the Directors generally in relation to such situation or matter and/or arranging for such documents or information to be reviewed by a professional adviser to ascertain the extent to which it might be appropriate for him or her to have access to such documents or information.
• 97.3 The Company may by ordinary resolution ratify any contract, transaction or arrangement, or other proposal, not properly authorised by reason of a contravention of any provisions of Articles 93 to 97.

Committees of the Directors

98. Appointment and constitution of committees

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

99. Proceedings of committee meetings

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

Powers of Directors

100. General powers

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

101. Provision for employees on cessation or transfer of business

The board may resolve to exercise any power conferred on the Company by the Companies Acts to make provision for the benefit of any person employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.

102. Change of name

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

103. Appointment of attorney

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

104. Signature on cheques etc.

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

105. Borrowing powers

Subject to the provisions of the Statutes, the Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property (present and future) and uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

Alternate Directors

106. Alternate Directors

106.1 Any Director may at any time by writing under his or her hand and deposited at the Office, or delivered at a meeting of the Directors or at an address specified by the Company for the purpose of communication by electronic means, appoint any person (including another Director) to be his or her alternate Director and may in like manner at any time terminate such appointment. Such appointment, unless previously approved by the Directors or unless the appointee is another Director, shall have effect only upon and subject to being so approved.

• 106.2 The appointment of an alternate Director shall determine on the happening of any event which if he or she were a Director would cause him or her to vacate such office or if his or her appointor ceases to be a Director, otherwise than by retirement at a General Meeting at which he or she is re-elected.
• 106.3 An alternate Director shall (except when absent from the United Kingdom) be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him or her is not personally present and generally at such meeting to perform all functions of his or her appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he or she (instead of his or her appointor) were a Director. If he or she shall be himself a Director or shall attend any such meeting as an alternate for more than one Director, his or her voting rights shall be cumulative but he or she shall not be counted more than once for the purposes of the quorum. If his or her appointor is for the time being absent from the United Kingdom or temporarily unable to act through ill health or disability his or her signature to any resolution in writing of the Directors shall be as effective as the signature of his or her appointor. To such extent as the Directors may from time to time determine in relation to any committees of the Directors the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his or her appointor is a member. An alternate Director shall not (save as aforesaid) have power to act as a Director, nor shall he or she be deemed to be a Director for the purposes of these Articles, nor shall he or she be deemed to be the agent of his or her appointor.
• 106.4 An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he or she were a Director but he or she shall not be entitled to receive from the Company in respect of his or her appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his or her appointor as such appointor may by notice in writing to the Company from time to time direct.

Secretary

107. Secretary

The Secretary shall be appointed by the Directors on such terms and for such period as they may think fit. Any Secretary so appointed may at any time be removed from office by the Directors, but without prejudice to any claim for damages for breach of any contract of service between him or her and the Company.

If thought fit two or more persons may be appointed as Joint Secretaries. The Directors may also appoint from time to time on such terms as they may think fit one or more Deputy and/or Assistant Secretaries.

The Seal

108. The Seal

• 108.1 The Directors shall provide for the safe custody of the Seal and any Securities Seal and neither shall be used without the authority of the Directors or of a committee authorised by the Directors in that behalf. The Securities Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued.
• 108.2 Every instrument to which the Seal or the Securities Seal shall be affixed (other than a certificate for or evidencing shares, debentures or other securities (including options) issued by the Company) shall be signed autographically by one Director in the presence of a witness, by one Director and the Secretary or by two Directors.
• 108.3 Any instrument signed by one Director in the presence of a witness or one Director and the Secretary or by two Directors and expressed to be executed by the Company shall have the same effect as if executed under the Seal, provided that no instrument which makes it clear on its face that it is intended to have effect as a deed shall be so signed without the authority of the Directors or of a committee authorised by the Directors in that behalf.

Authentication of Documents

109. Authentication of documents

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

Reserves

110. Establishment of reserves

The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable 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 think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of the Statutes.

111. Business bought as from past date

Subject to the provisions of the Statutes, where any asset, business or property is bought by the Company as from a past date the profits and losses thereof as from such date may at the discretion of the Directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Directors be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof.

Dividends

112. Final dividends

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

113. Fixed and interim dividends

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

114. Distribution in specie

The Company may upon the recommendation of the Directors by ordinary resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash shall be paid to any member on the basis of the value so fixed in order to adjust the rights of members and may vest any assets in trustees.

115. No dividend except out of profits

No dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes. Any surplus over the book value derived from the sale or realisation of any capital asset and any other sums representing capital profits within the meaning of Section 835 of the Act or other accretions to capital assets, including in particular any sums resulting from the writing up of the book values of any capital assets, shall not be available for dividend or any other distribution within the meaning of Section 829 of the Act.

116. Ranking of shares for dividend

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

117. Manner of payment of dividends

• 117.1 Where a dividend or other sum which is a distribution is payable in respect of a share, it may, subject to Article 117.2 be paid by one or more of the following means:
  • (a) in cash;
  • (b) by cheque, warrant or money order in accordance with Article 117.2;
  • (c) by any bank or other funds transfer system to such account as the holder or joint holders may direct in writing;
  • (d) in respect of shares in uncertificated form, where the Company is authorised to do so by or on behalf of the holder or joint holders, by means of a relevant system (subject always to the facilities and requirements of that relevant system). Without prejudice to the generality of the preceding wording, such payment may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders or, if permitted by the Company, of such person as the holder or joint holders may direct in writing; and/or
  • (e) by such other means (electronic or otherwise) as the Directors may decide, to such account or in accordance with such instructions as the holder or joint holders may direct in writing.
• 117.2 Every such cheque, warrant or money order may be sent:
  • (a) by post to the registered address of the person entitled to it;
  • (b) in the case of joint holders (or of two or more persons being jointly entitled to a share as a result of the death or bankruptcy of the holder or otherwise by operation of law), to the registered address of that person whose name stands first in the register (or, in

the case of persons so entitled, if their names are not noted in the register, to such of those persons whose surname is first alphabetically); or

(c) to such person and address as the person or persons entitled may direct in writing.

Every cheque, warrant or money order is sent at the risk of the person entitled to the money represented by it. Without prejudice to the generality of the preceding wording, if any such cheque, warrant or money order has or is alleged to have been lost, stolen or destroyed, the Directors may, if the person entitled to such cheque, warrant or money order requests it, issue a replacement cheque, warrant or money order (subject to compliance with such conditions as to evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request as the Directors think fit).

• 117.3 In respect of the payment of any dividend or other sum which is a distribution, the Directors may decide, and notify the holder (or, in the case of joint holders, all such joint holders), that:
  • (a) one or more of the means described in Article 117.1 will be used for payment and a holder (or, in the case of joint holders, all such joint holders) may elect to receive the payment by one of the means so notified in the manner prescribed by the Directors;
  • (b) one or more of such means will be used for the payment unless a holder (or, in the case of joint holders, all such joint holders) elects otherwise in the manner prescribed by the Directors; or
  • (c) one or more of such means will be used for the payment and that holder (or, in the case of joint holders, all such joint holders) will not be able to elect otherwise.

The Directors may for this purpose decide that different methods of payment may apply to different holders or groups of holders.

• 117.4 In the event that:
  • (a) a holder (or, in the case of joint holders, all such joint holders) does not specify an address, or does not specify an account of a type prescribed by the Directors, or other details necessary in order to make a payment of a dividend or other distribution by the means by which the Directors have decided in accordance with this Article that a payment is to be made, or by which the holder (or, in the case of joint holders, all such joint holders) have elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election; or
  • (b) if payment cannot be made by the Company using the details provided by the holder (or, in the case of joint holders, all such joint holders),

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

• 117.5 The Company shall have no responsibility for any sum lost or delayed in the course of transfer by or through any bank or other funds transfer system (including the relevant system concerned) or when it has acted on any directions given in writing by the person or persons entitled to it.
• 117.6 The payment of the cheque, warrant or money order or the collection of funds from or transfer of funds by a bank or other funds transfer system in accordance with Article 117.1 or, in respect of shares in uncertificated form, the making of payment in accordance with the facilities and requirements of the relevant system concerned shall be a good discharge to the Company.
• 117.7 Subject to the provisions of these Articles and to the rights attaching to any shares, any dividend or other moneys payable on or in respect of a share may be paid in such currency as the Directors may determine, using such exchange rate for currency conversions as the Directors may select.

118. Joint holders

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

119. Record date for dividends

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

120. No interest on dividends

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

121. Retention of dividends

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

The payment by the Directors of any unclaimed dividend (including any amounts treated as unclaimed dividends in accordance with Article 117.4) or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof and any dividend unclaimed (including any amounts treated as unclaimed dividends in accordance with Article 117.4) after a period of six years from the date on which such dividend was declared or became due for payment shall be forfeited and shall revert to the Company.

121.4 Uncashed dividends

If:

• (a) on two consecutive occasions:
  • i. cheques, warrants or money orders for dividends or other monies payable in respect of a share sent by the Company to the person entitled to it are returned to the Company or left uncashed during the period for which they are valid; or
  • ii. any transfer by a bank or other funds transfer system has not been satisfied; or
• (b) following one such occasion, reasonable enquiries have failed to establish any new postal address of the holder,

the Company shall not be obliged to send or transfer any dividends or other monies payable in respect of that share due to that person until he or she notifies the Company of an address to be used for the purpose.

122. Waiver of dividend

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

Capitalisation of Profits and Reserves

123. Capitalisation of profits and reserves

• 123.1 The Directors may, with the sanction of an ordinary resolution of the Company, capitalise any sum standing to the credit of any of the Company's reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of profit and loss account.
• 123.2 Such capitalisation shall be effected by appropriating such sum to the holders of Ordinary Shares on the Register at the close of business on the date of the resolution (or such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of Ordinary Shares and applying such sum on their behalf in paying up in full unissued Ordinary Shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, unissued shares of any other class) for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid.
• 123.3 The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

Scrip Dividends

124. Scrip Dividends

• 124.1 Subject as hereinafter provided, the Directors may offer to ordinary shareholders the right to receive, in lieu of dividend (or part thereof), an allotment of new Ordinary Shares credited as fully paid.
• 124.2 The Directors shall not make such an offer unless so authorised by an ordinary resolution passed at any General Meeting. An ordinary resolution under this Article 124.2 may relate to a particular dividend or to all or any dividends declared or paid within a specified period, but that period may not end later than three years after the date of the General Meeting at which the resolution is passed.
• 124.3 The Directors may either offer such rights of election in respect of the next dividend (or part thereof) proposed to be paid; or may offer such rights of election in respect of that dividend and all subsequent dividends, until such time as the election is revoked; or may allow shareholders to make an election in either form.
• 124.4 The basis of allotment on each occasion shall be determined by the Directors so that, as nearly as may be considered convenient, the value of the Ordinary Shares to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the value of an Ordinary Share shall be the average of the middle market quotations of an Ordinary Share on the London Stock

Exchange, as derived from the Daily Official List, on each of the first five business days on which the Ordinary Shares are quoted "ex" the relevant dividend.

• 124.5 If the Directors determine to offer such right of election on any occasion they shall give notice in writing to the ordinary shareholders of such right and shall issue forms of election and shall specify the procedures to be followed in order to exercise such right provided that they need not give such notice to a shareholder who has previously made, and has not revoked, an earlier election to receive Ordinary Shares in lieu of all future dividends, but instead shall send him or her a reminder that he or she has made such an election, indicating how that election may be revoked in time for the next dividend proposed to be paid.
• 124.6 On each occasion the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on Ordinary Shares in respect whereof the share election has been duly exercised and has not been revoked (the "elected Ordinary Shares"), and in lieu thereof additional shares (but not any fraction of a share) shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined as aforesaid. For such purpose the Directors shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve) or profit and loss account as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that occasion on such basis and shall apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to and amongst the holders of the elected Ordinary Shares on such basis.
• 124.7 The additional Ordinary Shares so allotted on any occasion shall rank pari passu in all respects with the fully-paid Ordinary Shares in issue on the record date for the relevant dividend save only as regards participation in the relevant dividend.
• 124.8 Article 123 shall apply (mutatis mutandis) to any capitalisation made pursuant to this Article.
• 124.9 No fraction of an Ordinary Share shall be allotted. The Directors may make such provision as they think fit for any fractional entitlements including, without limitation, provision whereby, in whole or in part, the benefit thereof accrues to the Company and/or fractional entitlements are accrued and/or retained and in either case accumulated on behalf of any ordinary shareholder.
• 124.10 The Directors may on any occasion determine that rights of election shall not be made available to any ordinary shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of rights of election would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.
• 124.11 In relation to any particular proposed dividend the Directors may in their absolute discretion decide (i) that shareholders shall not be entitled to make any election in respect thereof and that any election previously made shall not extend to such dividend or (ii) at any time prior to the allotment of the Ordinary Shares which would otherwise be allotted in lieu thereof, that all elections to take shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

Accounts

125. Accounting records

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

126. Copies of accounts for members

126.1 Subject as provided in Article 126.2 a copy of the Company's annual accounts and report which are to be laid before a General Meeting of the Company (including every document required by law to be comprised therein or attached or annexed thereto) shall not less than 21 days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of General Meetings from the Company under the provisions of the Statutes or of these Articles.

126.2 Article 126.1 shall not require a copy of these documents to be sent to any member to whom a summary financial statement is sent in accordance with the Statutes nor to more than one of joint holders nor to any person of whose postal address the Company is not aware, but any member or holder of debentures to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.

Auditors

127. Validity of Auditor's acts

Subject to the provisions of the Statutes, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his or her appointment or that he or she was at the time of his or her appointment not qualified for appointment or subsequently became disqualified.

128. Auditor's right to attend General Meetings

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

Communications with members

129. Service of notices

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

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

130. Joint holders

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

131. Deceased and bankrupt members

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

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

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

132. Overseas members

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

133. Suspension of postal services

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

134. Signature or authentication of documents sent by electronic means

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

135. Statutory provisions as to notices

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

Winding Up

136. Directors' power to petition

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

137. Distribution of assets in specie

If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a special resolution, divide among the members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as he or she deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. The Liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the Liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

Destruction of Documents

138. Destruction of Documents

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

Directors' liabilities

139. Indemnity

• 139.1 Subject to the provisions of, and so far as may be permitted by and consistent with, the Statutes and rules made by the FCA, every Director and officer of the Company and of each of the Associated Companies of the Company shall be indemnified by the Company out of its own funds against:
  • (a) any liability incurred by or attaching to him or her in connection with any negligence, default, breach of duty or breach of trust by him or her in relation to the Company or any Associated Company of the Company other than:
    • (i) any liability to the Company or any Associated Company; and
    • (ii) any liability of the kind referred to in Sections 234(3) of the Act; and
  • (b) any other liability incurred by or attaching to him or her in the actual or purported execution and/or discharge of his or her duties and/or the exercise or purported exercise of his or her powers and/or otherwise in relation to or in connection with his or her duties, powers or office.
• 139.2 Subject to the Companies Acts and rules made by the FCA the Company shall indemnify a Director of the Company and any Associated Company of the Company if it is the trustee of an occupational pension scheme (within the meaning of Section 235(6) of the Act).

Where a Director or officer is indemnified against any liability in accordance with this Article 139, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by him or her in relation thereto.

In this Article "Associated Company" shall have the meaning given thereto by Section 256 of the Act.

140. Insurance

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

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

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

141. Defence expenditure

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

	Preliminary 5
1.	Table A, regulations and articles not to apply5
2.	Interpretation5
3.	Limited Liability 8
4.	Share Capital 8
5.	Subdivision of shares8
6.	Fractions 8
7.	Treasury shares 8
8.	Shares8
9.	Rights attaching to shares on issue8
10.	Directors' power to allot securities and to sell treasury shares9
11.	Commissions and brokerages on issue of shares9
12.	Renunciation of allotment 9
13.	Trust etc. interests not recognised9
14.	Share Certificates 9
15.	Issue of share certificates 9
16.	Form of share certificate 9
17.	Joint holders10
18.	Replacement of share certificates 10
19.	Calls on Shares10
20.	Power to make calls10
21.	Liability for calls10
22.	Interest on overdue amounts 10
23.	Other sums due on shares 10
24.	Power to differentiate between holders 11
25.	Payment of calls in advance 11
26.	Forfeiture and Lien11
27.	Notice on failure to pay a call11
28.	Forfeiture for non-compliance11
29.	Disposal of forfeited shares 11

30.	Holder to remain liable despite forfeiture11
31.	Lien on partly-paid shares 12
32.	Sale of shares subject to lien12
33.	Proceeds of sale of shares subject to lien 12
34.	Evidence of forfeiture12
35.	Variation of Rights12
36.	Manner of variation of rights 12
37.	Matters not constituting variation of rights 13
38.	Transfer of Shares 13
39.	Form of transfer 13
40.	Balance certificate13
41.	Right to refuse registration13
42.	No fee on registration14
43.	Further provisions on shares in uncertificated form14
44.	Transmission of Shares 14
45.	Persons entitled on death 14
46.	Election by persons entitled by transmission14
47.	Rights of persons entitled by transmission 15
48.	Untraced Shareholders15
49.	General Meetings15
50.	Annual General Meetings 15
51.	Convening of General Meetings 16
52.	Notice of General Meetings 16
53.	Contents of notice of General Meetings 16
54.	Proceedings at General Meetings 17
55.	Chair17
56.	Quorum 17
57.	Lack of quorum 17
58.	Attendance and participation at different places and by electronic means 17
59.	Adjournment18
60.	Postponement18
61.	Hybrid Meetings 18

62.	Notice of adjourned meeting18
63.	Amendments to resolutions 19
64.	Security 19
65.	Demand for poll19
66.	Procedure on a poll20
67.	Voting on a poll 20
68.	Timing of poll20
69.	Votes of Members20
70.	Votes attaching to shares 20
71.	Votes of joint holders 20
72.	Restriction on voting in particular circumstances 21
73.	Voting by guardian22
74.	Validity and result of vote22
75.	Proxies and Corporate Representatives23
76.	Appointment of proxies 23
77.	Multiple Proxies23
78.	Form of proxy23
79.	Deposit of form of proxy23
80.	Rights of proxy 24
81.	Termination of proxy's authority24
82.	Corporations acting by representatives 24
83.	Directors25
84.	Number of Directors25
85.	Directors' fees 25
86.	Other remuneration of Directors 25
87.	Directors' expenses 25
88.	Directors' pensions and other benefits 25
89.	Appointment of executive Directors 26
90.	Powers of executive Directors 26
91.	Appointment and Retirement of Directors26
92.	Age limit 26
93.	Retirement at Annual General Meetings26

94.	Re-election of retiring Director26
95.	Election of two or more Directors27
96.	Nomination of Director for election 27
97.	Election or appointment of additional Director27
98.	Vacation of office 27
99.	Removal of Director 28
100.	Meetings and Proceedings of Directors28
101.	Convening of meetings of Directors28
102.	Quorum 28
103.	Chair28
104.	Casting vote 29
105.	Number of Directors below minimum29
106.	Directors' written resolutions29
107.	Validity of proceedings29
108.	Directors' Interests 29
109.	Authorisation of Directors' interests 29
110.	Directors may have interests 30
111.	Restrictions on quorum and voting 31
112.	Confidential information 32
113.	Directors' interests - general33
114.	Committees of the Directors 33
115.	Appointment and constitution of committees33
116.	Proceedings of committee meetings33
117.	Powers of Directors34
118.	General powers34
119.	Provision for employees on cessation or transfer of business 34
120.	Change of name 34
121.	Appointment of attorney34
122.	Signature on cheques etc. 34
123.	Borrowing powers 34
124.	Alternate Directors 34
125.	Alternate Directors 34

126.	Secretary35
127.	The Seal35
128.	Authentication of documents 36
129.	Reserves36
130.	Establishment of reserves 36
131.	Business bought as from past date 36
132.	Dividends 36
133.	Final dividends 36
134.	Fixed and interim dividends 36
135.	Distribution in specie37
136.	No dividend except out of profits 37
137.	Ranking of shares for dividend 37
138.	Manner of payment of dividends37
139.	Joint holders39
140.	Record date for dividends39
141.	No interest on dividends 39
142.	Retention of dividends 39
143.	Waiver of dividend 40
144.	Capitalisation of Profits and Reserves40
145.	Scrip Dividends 40
146.	Accounts 41
147.	Accounting records 41
148.	Copies of accounts for members 41
149.	Auditors42
150.	Validity of Auditor's acts42
151.	Auditor's right to attend General Meetings 42
152.	Communications with members42
153.	Service of notices42
154.	Joint holders43
155.	Deceased and bankrupt members43
156.	Overseas members43
157.	Suspension of postal services 43

158.	Signature or authentication of documents sent by electronic means 44
159.	Statutory provisions as to notices 44
160.	Winding Up 44
161.	Directors' power to petition 44
162.	Distribution of assets in specie 44
163.	Destruction of Documents 44
164.	Directors' liabilities 45
165.	Indemnity 45
166.	Insurance 46
167.	Defence expenditure46