United Utilities Group PLC

Registration Form • Jun 23, 2025

Company No. 6559020

The Companies Acts

Public Company Limited by Shares

ARTICLES OF ASSOCIATION

of

UNITED UTILITIES GROUP PLC

(Adopted by Special Resolution passed on [18 July] 2025)

Contents

	Clause	Page
PRELIMINARY		8
1	Definitions	8
2	No other regulations to apply	12
CAPITAL		13
3	Members' limited liability	13
4	Allotment	13
5	Share warrants to bearer	14
6	Commissions and brokerage	15
7	Trusts not recognised	15
VARIATION OF CLASS RIGHTS		16
8	Sanction	16
9	Class meetings	16
ALTERATION OF SHARE CAPITAL		17
10	Alteration of share capital	17
11	Fractions	17
	CERTIFICATED SHARES	18
12	Right to certificates	18
13	Replacement certificates	18
	UNCERTIFICATED SHARES	19
14	Uncertificated shares	19
	LIEN ON SHARES	21
15	Company's lien on shares not fully paid	21
16	Enforcement of lien by sale	21
17	Application of sale proceeds	21

CALLS 22

19	Liability of joint holders	22
20	Interest on calls	22
21	Differentiation	22
22	Payment in advance of calls	22
23	Delegation of power to make calls	23
24	Restrictions if calls unpaid	23
25	Sums due on allotment treated as calls	23
	FORFEITURE	23
26	Forfeiture after notice of unpaid call	23
27	Notice after forfeiture	24
28	Consequences of forfeiture	24
29	Disposal of forfeited share	24
30	Proof of forfeiture	25
UNTRACED MEMBERS		25
31	Sale of shares	25
32	Application of sale proceeds	26
	TRANSFER OF SHARES	27
33	Form of transfer	27
34	Registration of a certificated share transfer	27
35	Registration of an uncertificated share transfer	28
36	Renunciation of allotments	28
37	No fee on registration	28
	TRANSMISSION OF SHARES	28
38	On death	28
39	Election of person entitled by transmission	28

40	Rights on transmission	29
GENERAL MEETINGS		29
41	Convening general meetings	29
42	Participation in general meetings	29
43	Electronic facilities and satellite meetings	30
44	Notice of general meetings	31
45	Quorum for general meeting	31
46	Procedure if quorum not present	32
47	Chair of general meeting	32
48	Rights of Directors and others to attend meetings	32
49	Accommodation of members at meeting	32
50	Security, health and safety, and order	33
51	Power to adjourn	33
52	Notice of adjourned meeting	34
53	Business of adjourned meeting	34
VOTING		34
54	Voting at a general meeting	34
55	Poll procedure	35
56	Votes of members	35
57	Voting restrictions on an outstanding call	36
58	Appointment of proxy	36
59	Termination of proxy or corporate authority	38
60	Corporate representatives	38
61	Amendment to resolutions	38
62	Objection to error in voting	39
FAILURE TO DISCLOSE INTERESTS IN SHARES		39

63	Failure to disclose interests in shares	39
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS		41
64	Number of Directors	41
65	No share qualification	42
66	Company's power to appoint Directors	42
67	Board's power to appoint Directors	42
68	Appointment of executive Directors	42
69	Eligibility of new Directors	42
70	Resolution for appointment	42
71	Annual Retirement of Directors	43
72	Position of retiring Director	43
73	No retirement on account of age	43
74	Removal by ordinary resolution	43
ALTERNATE DIRECTORS		44
76	Appointment	44
77	Responsibility	44
78	Participation at Board meetings	45
79	Interests	45
80	Termination of appointment	45
	BOARD POWERS	45
81	Board powers	45
82	Directors below the minimum number	46
83	Directors below the minimum number following the annual general meeting	46
84	Delegation to executive Directors	47
85	Delegation to committees	47
86	Local management	47

87	Delegation to agents	48
88	Exercise of voting power	48
89	Provision for employees	48
90	Overseas registers	48
91	Associate directors	48
92	Borrowing powers	49
	DIRECTORS' REMUNERATION, EXPENSES AND BENEFITS	51
93	Fees	51
94	Expenses	52
95	Remuneration of executive Directors	52
96	Special remuneration	52
97	Pensions and other benefits	52
98	Board meetings	53
99	Notice of Board meetings	53
100	Quorum	53
101	Board chair	53
102	Voting	53
103	Audio-visual participation	53
104	Written resolutions	54
105	Committee proceedings	54
106	Minutes	54
107	Validity of proceedings	55
INTERESTS OF DIRECTORS		55
108	Directors' power to authorise conflict situations	55
109	Director may have interests	56
110	Disclosure of interests to Board	57

111	Interested Director not to vote or count for quorum	58
112	Director's interest in own appointment	59
113	Chair's ruling conclusive on Director's interest	59
114	Directors' resolution conclusive on chair's interest	59
115	Connected persons	60
	SECRETARY	60
116	Secretary	60
	SEALS AND DOCUMENT AUTHENTICATION	60
117	Application of Seal	60
118	Directors or Secretary to authenticate or certify	61
	DIVIDENDS AND OTHER PAYMENTS	61
119	Declaration	61
120	Interim dividends	61
121	Entitlement to dividends	61
122	Payment methods	62
123	Deductions	63
124	Interest	63
125	Unclaimed dividends	63
126	Uncashed dividends	63
127	Dividends in kind	64
128	Scrip dividends	64
129	Reserves	66
130	Capitalisation of profits and reserves	66
	RECORD DATES	67
131	Board to fix date	67
ACCOUNTS		68

132	Access to accounting records	68
133	Strategic Reports with Supplementary Material	68
COMMUNICATIONS
134	Notices to be in writing	68
135	Communications to and from members	68
136	Notices by advertisement	69
137	Evidence of receipt	70
138	Notice binding on transferees	71
139	Notice to persons entitled by transmission	71
DOCUMENT DESTRUCTION
140	Document destruction	71
WINDING UP
141	Division of assets	72
INDEMNITY		73
142	Right to indemnity and insurance	73
CHANGE OF NAME
143	Board's power to change the Company's name	73

Company No. 6559020

The Companies Acts

Public Company Limited by Shares

ARTICLES OF ASSOCIATION

of

UNITED UTILITIES GROUP PLC1

(Adopted by Special Resolution passed on [18 July] 2025)

PRELIMINARY

1 Definitions

(A) In these Articles the following words have the following meanings:

2006 Act	the Companies Act 2006;
Articles	these articles of association;
Auditors	the auditors of the Company;
Board	the board of Directors or the Directors present or deemed to be present at a duly convened meeting at which a quorum is present;
certificated	in relation to a share, a share which is recorded in the Register of Members as being held in certificated form;
Company	United Utilities Group PLC, registered in England with number 6559020;
Deferred Shares	the deferred shares of £1.70 each in the Company, the rights attaching to which are set out in Article 4(D);

¹ The Company changed its name from United Utilities Newco Limited and re-registered as a public company with effect from 28 April 2008

depositary	a custodian or other person (or a nominee for such custodian or other person) appointed under contractual arrangements with the Company or other arrangements approved by the Board whereby such custodian or other person or nominee holds or is interested in shares or rights or interests in shares and issues securities or other documents of title or otherwise evidencing the entitlement of the holder thereof to or to receive such shares, rights or interests, provided and to the extent that such arrangements have been approved by the Board for the purpose of these Articles, and shall include, where approved by the Board, the trustees (acting in their capacity as such) of any employees' share scheme established by the Company or any other scheme or arrangement principally for the benefit of employees or those in the service of the Company and/or its subsidiaries or their respective businesses and the managers (acting in their capacity as such) of any investment or savings plan, which in each case the Board has approved;
Director	a director of the Company;
electronic facility	includes (without limitation) website addresses and conference call systems and any device, system, procedure, method or other facility providing an electronic means of attendance at and/or participation in a general meeting of the company decided by the Board under these Articles and available in respect of that meeting;
Group	the group comprising the Company and its subsidiary undertakings (not including any parent undertaking of the Company);
Group Undertaking	any undertaking in the Group, including the Company;
holder	in relation to a share, the member whose name is entered in the Register of Members as the holder of that share;
member	a member of the Company or, if the context so requires, a member of the Board or of any

Board committee;

Ordinary Shares	ordinary shares of £0.05 each in the Company;
Other Resolution	means any resolution put to a general meeting of the Company which is of a procedural nature, including without limitation any resolution to correct a patent error in a Substantive Resolution, any resolution for adjournment of a meeting or any resolution for the election of a chair of the meeting;
paid or paid up	paid up or credited as paid up;
Registered Office	the registered office of the Company;
Register of Members	the register of members of the Company, including (so far as relevant) the Operator register of members relating to the Company;
Seal	the common seal of the Company or any official seal that the Company has or may have as permitted by the statutes;
Secretary	the secretary of the Company or any other person appointed to perform any of the duties of the secretary of the Company including a joint, temporary, assistant or deputy secretary;
share	a share in the capital of the Company;
statutes	the 2006 Act, every other Act of the United Kingdom Parliament applicable to the Company in respect of any matter provided for in these Articles, the Uncertificated Securities Regulations and all orders, regulations and statutory instruments made (or with effect as if made) pursuant to the 2006 Act or any other such Act;
Substantive Resolution	means any resolution put to a general meeting of the Company which is not an Other Resolution;
uncertificated	in relation to a share, a share to which title is recorded in the Register of Members as being held in uncertificated form;
Uncertificated Securities Regulations	the Uncertificated Securities Regulations 2001; and
Uncertificated System	the CREST system operated by Euroclear UK & Ireland Limited, or any other applicable

system that is a "relevant system" for the purpose of the Uncertificated Securities Regulations or any other system for holding and transferring uncertificated shares that may replace any such system.

• (B) In these Articles:
  • (i) the term "Company Communications Provisions" means the company communications provisions in the 2006 Act (being the provisions at sections 1144 to 1148 and Schedules 4 and 5);
  • (ii) the following terms and expressions have the meanings that they have in the Company Communications Provisions - "address", "authenticated", "electronic form", "electronic means", "hard copy" and "hard copy form", whilst a "service address" is a postal address for the purposes of section 1141 of the 2006 Act and "working day" has the meaning given to it in section 1173 of the 2006 Act;
  • (iii) the expressions "Operator", "Operator register of members", "participating security" and "relevant system" have the meanings that they have in the Uncertificated Securities Regulations;
  • (iv) the provisions of section 1168 of the 2006 Act (headed "Hard copy and electronic form and related expressions") apply in these Articles to any document (including any notice) or information sent or supplied for the purposes of these Articles, regardless of whether the Article in question uses the words "sent" or "supplied" or uses other words (including "deliver", "provide", "produce" or, in the case of a notice, "give") to refer to the sending or supplying of a document or information;
  • (v) references to the delivery of any document (including any notice) or information (in whatever form) include the supply of such document or information in hard copy form or in electronic form and references to a document being executed or signed include references to its being executed or signed under hand or under seal or (whether sent or supplied to the Company in electronic form or in hard copy form) being sufficiently authenticated for the purposes of the Company Communications Provisions or these Articles, and references to a document include references to any notice or information in visible form whether having physical substance or not;
  • (vi) powers of delegation shall not be restrictively construed, but the widest interpretation shall be given to them;
  • (vii) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation;
• (viii) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other person who is for the time being authorised to exercise it;
• (ix) words or expressions which are not defined in paragraphs (A) or (B) of this Article have the same meanings (where applicable) as in the 2006 Act;
• (x) a reference to any statute or any statutory instrument or any provision of a statute or of a statutory instrument includes a reference to any statutory modification or re-enactment of it for the time being in force;
• (xi) words in the singular include the plural and vice versa, words importing any gender include all genders and a reference to a "person" includes any individual, firm, partnership, unincorporated association, company, corporation or other body corporate;
• (xii) the words "other", "includes", "including", "may include" and "in particular" do not limit the generality of any preceding words and any words which follow them will not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible;
• (xiii) references to "writing" or "written" include a reference to any method of representing or reproducing words in a legible and non-transitory form (whether in hard copy form or electronic form);
• (xiv) references to a "meeting":
  • (a) refer to a meeting convened and held in any manner permitted by these Articles, including a general meeting of the company at which any of those entitled to be present attend and participate by means of an electronic facility and/or attend and participate at a satellite meeting, and such persons shall be deemed to be present at that meeting for all purposes of the 2006 Act and these Articles and "attend", "attending", "attendance", "participate", "participating", and "participation" shall be construed accordingly; and
  • (b) shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
• (xv) where an ordinary resolution is expressed to be required for any purpose, a special resolution is also effective for such purpose; and
• (xvi) headings do not affect the interpretation of any Article.

2 No other regulations to apply

No model articles or regulations in any statute or in any statutory instrument or other subordinate legislation concerning companies shall apply to the Company.

CAPITAL

3 Members' limited liability

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

4 Allotment

• (A) Subject to the statutes and these Articles, any new shares and any new shares held by the Company in treasury shall be at the disposal of the Board, who may offer, allot, grant options over or otherwise dispose of them to such persons and on such terms as it may decide (including terms relating to the renunciation of any allotment).
• (B) Subject to the statutes and without prejudice to any rights attached to any shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine (or, if the Company has not so determined, as the Board may determine).
• (C) Subject to the statutes, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder, on such terms, conditions and in such manner as the Directors may determine.
• (D) The rights attaching to the Deferred Shares shall be as set out below:
  • (i) Income

the Deferred Shares shall confer no right to participate in the profits of the Company;

• (ii) Capital
  • (a) on a return of capital on a winding up (but in no other circumstances involving a repayment of capital or distribution of assets to shareholders whether by reduction of capital, redeeming or buying back shares or otherwise), the holders of Deferred Shares will be entitled to the amount paid up or treated as paid up on the nominal value of each Deferred Share after paying to the holders of Ordinary Shares the amount paid up or treated as paid up on the nominal value of each Ordinary Share together with the sum of £100,000 on each Ordinary Share;
  • (b) the holders of the Deferred Shares shall not be entitled to any further right of participation in the assets of the Company;
• (iii) Redemption

subject to the provisions of the statutes and to the provisions of these Articles, the Company may at its discretion, at any time after 31 August 2008, without prior notice, redeem some or all of the Deferred Shares then in issue, in each case for a total aggregate price not exceeding one penny for all such Deferred Shares redeemed. This payment may be made, if the Board so determines, to charity. All Deferred Shares shall, upon redemption, immediately and automatically be cancelled;

(iv) Attendance and voting at general meetings

the holders of the Deferred Shares shall not be entitled to receive notice of any general meeting of the Company or to attend, speak or vote at any such meeting;

(v) Form and transferability

the Deferred Shares will not be listed on any stock exchange nor shall any certificates be issued in respect of such shares. The Deferred Shares shall not be transferable except with the written consent of the Board;

• (vi) Class rights
  • (a) the Company may from time to time create, allot and issue further shares, whether ranking pari passu with or in priority to the Deferred Shares, and on such creation, allotment or issue any such further shares (whether or not ranking in any respect in priority to the Deferred Shares) shall be treated as being in accordance with the rights attaching to the Deferred Shares and shall not involve a variation of such rights for any purpose or require the consent of holders of Deferred Shares; and
  • (b) a reduction by the Company of the capital paid up on the Deferred Shares shall be in accordance with the rights attaching to the Deferred Shares and shall not involve a variation of such rights for any purpose and the Company shall be authorised at any time to reduce its capital (in accordance with the statutes) without obtaining the consent of the holders of the Deferred Shares.

5 Share warrants to bearer

• (A) Subject to the statutes, the Company may, with respect to any fully paid shares, issue a warrant (a "share warrant") stating that its bearer is entitled to the shares specified in it. The Company may provide (by coupons or otherwise) for the payment of future dividends or other monies on or in respect of the shares included in a share warrant. Those shares may be transferred by the delivery of the share warrant. The provisions of these Articles as to transfer and transmission of shares do not apply to a share warrant.
• (B) The powers referred to in paragraph (A) of this Article may be exercised by the Board. The Board may determine and vary the terms on which a share warrant is to be issued or is held, including by varying terms or imposing new terms on which:
  • (i) a new share warrant or coupon may be issued in the place of one damaged, defaced, worn out or lost (provided that no new share warrant shall be issued

to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed);

• (ii) the bearer of the share warrant may be entitled to receive notice of and to attend, vote and demand a poll at general meetings;
• (iii) dividends may be paid;
• (iv) any share warrant may be surrendered and the name of the holder entered in the Register of Members in respect of the shares specified in it; and
• (v) the bearer of a share warrant is, or is not, to be treated as being a member in respect of the shares included in the share warrant.
• (C) The rights of the bearer of a share warrant in respect of it shall be subject to the terms applicable to it under these Articles or otherwise, whether made before or after its issue. Subject to such terms, the bearer of such share warrant may deposit it at any time at the Registered Office (or at such other place as the Board may appoint). So long as the share warrant remains so deposited and other than as provided by such terms, the depositor shall have the right from the time forty eight hours after such deposit (excluding of any part of a day that is not a working day) to:
  • (i) require, by way of a request pursuant to the statutes, the Directors to call a general meeting of the Company or the circulation to members of a resolution for such a meeting or of a statement in respect of any resolution to be proposed at it or in respect of any other business to be dealt with at it;
  • (ii) attend and vote at such a meeting;
  • (iii) appoint a proxy in respect of such a meeting; and
  • (iv) exercise the other privileges of a member at any such meeting,

in all cases as if the depositor's name were inserted in the Register of Members as the holder of the shares included in the deposited share warrant and, to such extent and for such purposes only, the depositor shall be deemed to be a member. Not more than one person shall be recognised as a depositor of any share warrant.

6 Commissions and brokerage

The Company may exercise all powers conferred by the statutes of paying commissions in relation to a subscription for shares or other allotment. Subject to the statutes, such commissions may be satisfied in cash, by the allotment of fully or partly paid shares, the grant of an option to call for an allotment of shares or any combination of such methods. The Company may also pay such brokerage in relation to a subscription for shares as may be lawful.

7 Trusts not recognised

Except as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any share on any trust and (except as otherwise provided by these Articles or by law) the Company shall not be bound by or recognise any equitable, contingent, future, partial or other claim to or interest in any share except an absolute right of the holder to share in its entirety (even if the Company has notice of such interest).

VARIATION OF CLASS RIGHTS

8 Sanction

• (A) If at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any share or class of shares (notwithstanding that the Company may be or be about to be in liquidation) may (unless the rights attached to the shares of the class otherwise provide) be varied or abrogated in any manner, either with the consent in writing of the holders of not less than threequarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of shares of the class.
• (B) Subject to the terms of issue of or rights attached to any shares, the rights or privileges attached to any class of shares shall be deemed not to be varied or abrogated by:
  • (i) the creation or issue of any new shares ranking pari passu in all respects (save as to the date from which such new shares shall rank for dividend) with or subsequent to those already issued;
  • (ii) the reduction of the capital paid up on such shares or by the purchase or redemption by the Company of any of its own shares in accordance with the statutes; or
  • (iii) the Board resolving that a class of shares is to become or is to cease to be, or the Operator permitting such class of shares to become or to cease to be, a participating security.

9 Class meetings

• (A) The Board may call a separate general meeting of the holders of the shares of any class at any time and for any purpose as it thinks fit and whether or not the business to be transacted involves a variation or abrogation of any rights attached to such class of shares. The provisions of these Articles as to general meetings shall also apply (so far as applicable) to each such meeting.
• (B) A separate meeting for the holders of a class of shares shall be convened and conducted as nearly as possible in the same way as a general meeting, except that:
  • (i) no member, other than a Director or Secretary, shall be entitled to notice of it or to attend it unless the member is a holder of shares of that class;
  • (ii) no vote may be given except in respect of a share of that class;
  • (iii) the quorum at the meeting other than an adjourned meeting shall be not less than two persons entitled to vote at the meeting present in person or by proxy

and holding at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) and at an adjourned meeting the quorum shall be one person entitled to vote at the meeting present in person or by proxy and holding shares of that class; and

• (iv) a poll may be demanded by a member present in person or by proxy and entitled to vote at the meeting and on a poll each member shall have one vote for every share of that class of which the member is the holder.
• (C) For the purpose of these Articles, a general meeting at which no holder of a share other than an Ordinary Share may, in their capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the Ordinary Shares.

ALTERATION OF SHARE CAPITAL

10 Alteration of share capital

The Company may:

• (i) alter its share capital in any way permitted by the statutes; and/or
• (ii) confer any preference or other advantage on one or more of the shares resulting from any division or sub-division of its share capital as compared with the others and make any such share subject to any restriction as compared with the others.

11 Fractions

• (A) If, as the result of a consolidation and division or a sub-division of shares, fractions of shares become attributable to members, the Board may on behalf of the members deal with the fractions as it thinks fit, including in either of the ways prescribed in this Article below.
• (B) The Board may sell shares representing the fractions, through a member of the London Stock Exchange or other appropriate intermediary acting (in any case) on a "best execution" (or equivalent) basis or in such other manner (whether or not through an intermediary) that provides a price which the Board considers to be reasonable in the circumstances, to any person (including, subject to the statutes, the Company) and distribute the net proceeds of sale in due proportion amongst the persons to whom such fractions are attributable (except that if the amount due to a person is less than £2.50, or such other sum as the Board may decide, the Company may retain such sum for its own benefit). To give effect to such sale the Board may:
  • (i) in the case of certificated shares, authorise a person to execute an instrument of transfer of shares to the purchaser or as the purchaser may direct; and
  • (ii) in the case of uncertificated shares, exercise any power conferred on it by paragraph (I) of the Article headed "Uncertificated shares" to effect a transfer of the shares.
• (C) The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (B) of this Article shall be effective as if it had been executed or exercised by the holder of the shares to which it relates.
• (D) In relation to the fractions the Board may issue, subject to the statutes, to a member credited as fully paid by way of capitalisation the minimum number of shares required to round up the member's holding of shares to a number which, following a consolidation and division or a sub-division, leaves a whole number of shares (such issue being deemed to have been effected immediately before the consolidation or the sub-division, as the case may be). The amount required to pay up those shares may be capitalised as the Board thinks fit out of amounts standing to the credit of any reserve or fund of the Company (including any share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares.

CERTIFICATED SHARES

12 Right to certificates

• (A) Subject to the statutes and these Articles, every person (except any person in respect of whom the Company is not required by the statutes to complete and have ready for delivery a share certificate), within two months of becoming the holder of a certificated share is entitled without charge to one certificate for all the certificated shares of a class registered in that holder's name or, in the case of certificated shares of more than one class being registered in that holder's name, to a separate certificate for each class of shares, unless the terms of issue of the shares provide otherwise.
• (B) Where a member (other than a person in respect of whom the Company is not required by the statutes to complete and have ready for delivery a share certificate) transfers part of their shares comprised in a certificate that member shall be entitled without charge to one certificate for the balance of certificated shares retained by that member.
• (C) The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons. Delivery of a certificate to one joint holder shall be sufficient delivery to all joint holders.
• (D) A certificate shall specify the number and class of the shares in respect of which it is issued and the amount paid up on the shares. It shall be issued under the Seal, which may be affixed to or printed on it, or in such other manner as the Board may approve.
• (E) The issued certificated shares of a particular class which are fully paid up and rank pari passu for all purposes shall not bear a distinguishing number. All other shares shall bear a distinguishing number.

13 Replacement certificates

(A) Any two or more certificates representing certificated shares of any one class held by any member may at that member's request be cancelled and a single new certificate for such shares issued in lieu without charge on surrender of the original certificates for cancellation.

• (B) If any member shall surrender for cancellation a share certificate representing certificated shares held by that member and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as that member may specify, the Board may, if it thinks fit, comply with such request.
• (C) If any certificate is worn-out, defaced, lost or destroyed, the Company may cancel it and issue a replacement certificate subject to such terms as the Board may decide as to evidence and indemnity (with or without security) and to payment of any exceptional out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity or such security but otherwise free of charge, and (if the certificate is worn-out or defaced) on delivery up of the old certificate.
• (D) In the case of shares held jointly by several persons, any such request as is mentioned in this Article 13 may be made by any one of the joint holders.

UNCERTIFICATED SHARES

14 Uncertificated shares

• (A) The Board may resolve that a class of shares is to become, or is to cease to be, a participating security.
• (B) Shares of a class shall not be treated as forming a separate class from other shares of the same class as a consequence of such shares being held in certificated or uncertificated form or of any provision in these Articles or the Uncertificated Securities Regulations applying only to certificated shares or to uncertificated shares.
• (C) Any share of a class which is a participating security may be changed from an uncertificated share to a certificated share and from a certificated share to an uncertificated share in accordance with the Uncertificated Securities Regulations.
• (D) These Articles apply to uncertificated shares of a class which is a participating security only to the extent that these Articles are not inconsistent with the holding of such shares in uncertificated form, with the transfer of title to such shares by means of the Uncertificated System or with the Uncertificated Securities Regulations.
• (E) The Board may lay down regulations not included in these Articles which (in addition to or in substitution for any provisions in these Articles):
  • (i) apply to the issue, holding or transfer of uncertificated shares;
  • (ii) set out (where appropriate) the procedures for conversion and/or redemption of uncertificated shares; and/or
  • (iii) the Board considers necessary or appropriate to ensure that these Articles are consistent with the Uncertificated Securities Regulations and/or the Operator's rules and practices.
• (F) Such regulations will apply instead of any relevant provisions in these Articles which relate to certificates and the transfer, conversion and redemption of shares or which are inconsistent with the Uncertificated Securities Regulations, in all cases to the extent (if

any) stated in such regulations. If the Board makes any such regulations, paragraph (D) of this Article will (for the avoidance of doubt) continue to apply to these Articles, when read in conjunction with those regulations.

• (G) Any instruction given by means of an Uncertificated System as referred to in these Articles shall be a dematerialised instruction given in accordance with the Uncertificated Securities Regulations, the facilities and requirements of the Uncertificated System and the Operator's rules and practices.
• (H) For any purpose under these Articles, the Company may treat a member's holding of uncertificated shares and of certificated shares of the same class as if they were separate holdings, unless the Board otherwise decides.
• (I) Where the Company is entitled under the statutes, the Operator's rules and practices, these Articles or otherwise to dispose of, forfeit, enforce a lien over or sell or otherwise procure the sale of any shares of a class which is a participating security which are held in uncertificated form, the Board may take such steps (subject to the Uncertificated Securities Regulations and to such rules and practices) as may be required or appropriate, by instruction by means of the Uncertificated System or otherwise, to effect such disposal, forfeiture, enforcement or sale including by:
  • (i) requesting or requiring the deletion of any computer-based entries in the Uncertificated System relating to the holding of such shares in uncertificated form;
  • (ii) altering such computer-based entries so as to divest the holder of such shares of the power to transfer such shares other than to a person selected or approved by the Company for the purpose of such transfer;
  • (iii) requiring any holder of such shares, by notice to them, to change their holding of such uncertificated shares into certificated form within any specified period;
  • (iv) requiring any holder of such shares to take such steps as may be necessary to sell or transfer such shares as directed by the Company;
  • (v) otherwise rectify or change the Register of Members in respect of any such shares in such manner as the Board considers appropriate (including by entering the name of a transferee into the Register of Members as the next holder of such shares); and/or
  • (vi) appointing any person to take any steps in the name of any holder of such shares as may be required to change such shares from uncertificated form to certificated form and/or to effect the transfer of such shares (and such steps shall be effective as if they had been taken by such holder).

LIEN ON SHARES

15 Company's lien on shares not fully paid

The Company, to the extent and in the circumstances permitted by the statutes, has a first and paramount lien on each issued share (not being a fully paid share) for all amounts payable to the Company (whether actually or contingently and whether presently payable or not) in respect of such share. The lien applies to all dividends on any such share and to all amounts payable by the Company in respect of such share. The Board may resolve that any share be exempt wholly or in part from this Article.

16 Enforcement of lien by sale

• (A) For the purpose of enforcing the Company's lien on any shares, the Board may sell them in such manner as it decides if an amount in respect of which the lien exists is presently payable and is not paid within fourteen (14) days following the giving of a notice to the holder (or any person entitled by transmission to the share) demanding payment of the amount due within such fourteen day period and stating that if the notice is not complied with the shares may be sold.
• (B) To give effect to such sale the Board may:
  • (i) in the case of certificated shares, authorise a person to execute an instrument of transfer of shares in the name and on behalf of the holder of, or the person entitled by transmission to, them to the purchaser or as the purchaser may direct; and
  • (ii) in the case of uncertificated shares, exercise any power conferred on it by paragraph (I) of the Article headed "Uncertificated shares" to effect a transfer of the shares.
• (C) The purchaser shall not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (B) of this Article shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.

17 Application of sale proceeds

The net proceeds of any sale of shares subject to the Company's lien under these Articles (after payment of the costs and expenses of sale) shall be applied in or towards satisfaction of the amount then due to the Company in respect of the shares. Any balance shall be paid to the original holder of, or the person entitled (but for such sale) by transmission to, the shares on (in the case of certificated shares) surrender to the Company for cancellation of the certificate for such shares and (in all cases) subject to the Company having a lien on such balance on the same basis as applied to such shares for any amount not presently payable as existed on such shares before the sale.

CALLS

18 Calls

• (A) Subject to the terms on which shares are allotted, the Board may make calls on the members (and any persons entitled by transmission) in respect of any amounts unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the allotment terms. Each such member or other person shall pay to the Company the amount called, subject to receiving at least fourteen (14) clear days' notice specifying when and where the payment is to be made, as required by such notice.
• (B) A call may be made payable by instalments. A call shall be deemed to have been made when the resolution of the Board authorising it is passed. A call may, before the Company's receipt of any amount due under it, be revoked or postponed in whole or in part as the Board may decide. A person on whom a call is made will remain liable for calls made on that person notwithstanding the subsequent transfer of the shares in respect of which the call was made.

19 Liability of joint holders

The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.

20 Interest on calls

If the whole of the sum payable in respect of any call is not paid on or before the day it becomes due and payable, the person from whom it is due and payable shall pay all costs, charges and expenses incurred by the Company by reason of such non-payment, together with interest on the unpaid amount from the day it became due and payable until it is paid at the rate fixed by the terms of the allotment of the share or in the notice of the call or, if no rate is fixed, at such fixed or floating rate, not exceeding the Bank of England base rate by more than five percentage points (compounded on a six monthly basis), as the Board shall determine. The Board may waive payment of such costs, charges, expenses or interest in whole or in part.

21 Differentiation

The Board may make arrangements on or before the issue of shares to differentiate between the holders of shares in the amounts and times of payment of calls on their shares.

22 Payment in advance of calls

(A) The Board may receive from any member (or any person entitled by transmission) all or any part of the amount uncalled and unpaid on the shares held by them (or to which they are entitled). The liability of each such member or other person on the shares to which such payment relates shall be reduced by such amount. The Company may pay interest on such amount from the time of receipt until the time when such amount would, but for such advance, have become due and payable at such rate as the Board may decide. The Board may at any time repay the amount so advanced on giving to such member not less than three months' notice in writing of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

(B) No sum paid up on a share in advance of a call shall entitle the holder to any portion of a dividend subsequently declared or paid in respect of any period prior to the date on which such sum would, but for such payment, become due and payable.

23 Delegation of power to make calls

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

24 Restrictions if calls unpaid

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

25 Sums due on allotment treated as calls

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

FORFEITURE

26 Forfeiture after notice of unpaid call

• (A) If a call or an instalment of a call remains unpaid after it has become due and payable, the Board may give to the person from whom it is due not less than fourteen (14) clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses that the Company may have incurred by reason of such non-payment. The notice shall state the place where payment is to be made and that, if the notice is not complied with, the shares in respect of which the call was made will be liable to be forfeited. If the notice is not complied with, any shares in respect of which it was given may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the Board. The forfeiture will include all dividends and other amounts payable in respect of the forfeited shares which have not been paid before the forfeiture.
• (B) The Board may accept the surrender of a share which is liable to be forfeited in accordance with these Articles. All provisions in these Articles which apply to the forfeiture of a share also apply to the surrender of a share.

27 Notice after forfeiture

When a share has been forfeited, the Company shall give notice of the forfeiture to the person who was before forfeiture the holder of the share or the person entitled by transmission to the share. An entry that such notice has been given and of the fact and date of forfeiture shall be made in the Register of Members. No forfeiture will be invalidated by any omission to give such notice or make such entry.

28 Consequences of forfeiture

• (A) A share shall, on its forfeiture, become the property of the Company.
• (B) All interest in and all claims and demands against the Company in respect of a share and all other rights and liabilities incidental to the share as between its holder and the Company shall, on its forfeiture, be extinguished and terminate except as otherwise stated in these Articles or, in the case of past members, as provided by the statutes.
• (C) The holder of a share (or the person entitled to it by transmission) which is forfeited shall:
  • (i) on its forfeiture cease to be a member (or a person entitled) in respect of it;
  • (ii) if a certificated share, surrender to the Company for cancellation the certificate for the share;
  • (iii) remain liable to pay to the Company all monies payable in respect of the share at the time of forfeiture, with interest from such time of forfeiture until the time of payment, in the same manner in all respects as if the share had not been forfeited; and
  • (iv) remain liable to satisfy all (if any) claims and demands which the Company might have enforced in respect of the share at the time of forfeiture without any deduction or allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal.

29 Disposal of forfeited share

• (A) Subject to the statutes, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board may decide either to the person who was before the forfeiture the holder or to any other person. At any time before the disposal, the forfeiture may be cancelled on such terms as the Board may decide. Where for the purpose of its disposal a forfeited share is to be transferred to any transferee, the Board may:
  • (i) in the case of certificated shares, authorise a person to execute an instrument of transfer of shares in the name and on behalf of their holder to the purchaser or as the purchaser may direct; and
• (ii) in the case of uncertificated shares, exercise any power conferred on it by paragraph (I) of the Article headed "Uncertificated shares" to effect a transfer of the shares.
• (B) The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (A) of this Article shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.

30 Proof of forfeiture

A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of any necessary instrument of transfer) constitute good title to the share. The person to whom the share is disposed of shall not be bound to see to the application of the consideration (if any) given for it on such disposal. Their title to the share will not be affected by any irregularity in, or invalidity of, the proceedings connected with the forfeiture or disposal.

UNTRACED MEMBERS

31 Sale of shares

• (A) The Company may sell any share of a member, or any share to which a person is entitled by transmission, at the best price reasonably obtainable at the time of the sale if:
  • (i) during the period of twelve (12) years prior to the date of sending the notice referred to in sub-paragraph (A)(ii) below:
    • (a) no cheque, warrant or money order in respect of such share sent by or on behalf of the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at their address in the Register of Members or other last known address given to the Company by the member or person for the despatch of cheques, warrants or money orders has been cashed; and
    • (b) no cash dividend payable on the shares has been satisfied by the transfer of funds to a bank account of the member (or person entitled by transmission to the share) or by transfer of funds by means of the Uncertificated System,

and the Company has received no communication in respect of such share from such member or person, provided that during such twelve year period the Company has paid at least three cash dividends (whether interim or final) in respect of shares of the class in question and no such dividend has been claimed by the person entitled to such share;

• (ii) on or after the expiry of such twelve year period the Company has sent a notice to the registered address or last known address of the member or person concerned, of its intention to sell such share and before sending such a notice to the member or other person concerned, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate by the Company, a professional asset reunification company or other tracing agent; and
• (iii) during a further period of three months following the sending of the notice referred to in sub-paragraph (A)(ii) above and prior to the sale of the shares, the Company has not received any communication in respect of such shares from the member or person entitled by transmission.
• (B) If during such twelve year period, or during any subsequent period ending on the date when all the requirements of paragraph (A) of this Article have been met in respect of any shares, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such subsequent period and all the requirements of paragraph (A) of this Article have been satisfied with regard to such additional shares (but as if the words "on or after the expiry of such twelve year period" were omitted from paragraph (A)(ii), and no dividend has been cashed on these shares or otherwise satisfied by the transfer of funds to a bank account or by means of a relative system), the Company may also sell the additional shares at the best price reasonably obtainable at the time of the sale.
• (C) To give effect to a sale pursuant to paragraph (A) or paragraph (B) of this Article, the Board may:
  • (i) in the case of certificated shares, authorise a person to execute an instrument of transfer of shares in the name and on behalf of the holder of, or the person entitled by transmission to, them to the purchaser or as the purchaser may direct; and
  • (ii) in the case of uncertificated shares, exercise any power conferred on it by paragraph (I) of the Article headed "Uncertificated shares" to effect a transfer of the shares.
• (D) The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (C) of this Article shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.

32 Application of sale proceeds

(A) The net proceeds of a sale under Article 31 (after payment of the costs of sale) shall be forfeited by the relevant holder of, or person entitled by transmission to, the shares and shall belong to the Company. The Company shall not be liable in any respect, nor be required to account, for such proceeds (or any part thereof) to the former holder of, or person entitled by transmission to, the shares or any other person previously entitled to the shares in question.

(B) If the Company sells shares in accordance with Article 31, any dividend or other sum that has not been cashed or claimed in respect of those shares and that has not already been forfeited under these Articles shall be forfeited and shall revert to the Company when the shares are sold. The Company shall be entitled to use such dividends or other sums for the Company's benefit.

TRANSFER OF SHARES

33 Form of transfer

• (A) Subject to these Articles, a member may transfer all or any of their shares:
  • (i) in the case of certificated shares, by an instrument of transfer in writing in any usual form or in another form approved by the Board, which must be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee; or
  • (ii) in the case of uncertificated shares, without a written instrument in accordance with the Uncertificated Securities Regulations.
• (B) The transferor shall remain the holder of the share transferred until the name of the transferee is entered in the Register of Members in respect of it.

34 Registration of a certificated share transfer

• (A) Subject to these Articles and to the statutes, the Board may refuse to register the transfer of a certificated share or the renunciation of a renounceable letter of allotment unless it is:
  • (i) in respect of a share which is fully paid;
  • (ii) in respect of only one class of shares;
  • (iii) in favour of a single transferee or renouncee or not more than four joint transferees or renouncees;
  • (iv) duly stamped (if required); and
  • (v) delivered for registration to the Registered Office or such other place as the Board may decide, accompanied by the certificate for the shares to which it relates (except in the case of a transfer of a share, for which a certificate has not been issued, by a person in respect of whom the Company is not required by the statutes to complete and have ready for delivery a share certificate, and except in the case of a renunciation) and any other evidence as the Board may reasonably require to prove the title to such share of the transferor or person renouncing and the due execution by that person of the transfer or renunciation or, if the transfer or renunciation is executed by some other person on that person's behalf, the authority of such person to do so.

(B) If the Board refuses to register a transfer or renunciation pursuant to this Article, it shall, within two months after the date on which the transfer or renunciation was delivered to the Company and subject to the statutes, send notice of the refusal to the transferee or renouncee. An instrument of transfer or renunciation which the Board refuses to register shall (except in the case of suspected fraud) be returned to the person delivering it. All instruments of transfer which are registered may, subject to these Articles, be retained by the Company.

35 Registration of an uncertificated share transfer

• (A) The Board shall register a transfer of title to any uncertificated share or the renunciation or transfer of any renounceable right of allotment of a share which is a participating security held in uncertificated form in accordance with the Uncertificated Securities Regulations, except that the Board may refuse to register any such transfer or renunciation which is in favour of more than four persons jointly or in any other circumstance permitted by the Uncertificated Securities Regulations.
• (B) Subject to the statutes, if the Board refuses to register any such transfer or renunciation the Company shall, within two months after the date on which the instruction relating to such transfer or renunciation was received by the Company, send notice of the refusal to the transferee or renouncee.

36 Renunciation of allotments

The Board may, at its discretion, recognise and give effect to a renunciation of the allotment of any share by the allottee in favour of some other person.

37 No fee on registration

No fee shall be charged for the registration of a transfer of a share or the renunciation of a renounceable letter of allotment or other document relating to or affecting the title to any share.

TRANSMISSION OF SHARES

38 On death

If a member dies, the survivors or survivor where the member was a joint holder, or the member's personal representatives where the member was the sole or only surviving holder, shall be the only persons recognised by the Company as having any title to the member's shares. Nothing in these Articles shall release the estate of a deceased holder from any liability in respect of a share which has been held by the holder solely or jointly.

39 Election of person entitled by transmission

(A) A person becoming entitled to a share in consequence of the death or bankruptcy of a member, or of any other event giving rise to a transmission of such entitlement by operation of law, may, on such evidence as to that person's title being produced as the Board may require, elect either to become registered as the holder of such share or to have some person nominated by that person so registered. If that person elects to be registered themselves, they shall give notice to the Company to that effect. If that person elects to have some other person registered, they shall:

• (i) in the case of a certificated share, execute an instrument of transfer of such share to such person; and
• (ii) in the case of an uncertificated share, either:
  • (a) procure that all appropriate instructions are given by means of the Uncertificated System to effect the transfer of such share to such person; or
  • (b) change the uncertificated share to certificated form and then execute an instrument of transfer of such share to such person.
• (B) All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer or instructions (as the case may be) referred to at paragraph (A) of this Article as if the notice were an instrument of transfer and as if the instrument of transfer were executed, or the instructions were given, by the member and the event giving rise to the transmission had not occurred.
• (C) The Board may give notice requiring a person to make the election referred to in paragraph (A) of this Article. If such notice is not complied with within sixty (60) days, the Board may withhold payment of all dividends and other amounts payable in respect of the share until notice of election has been made.

40 Rights on transmission

A person becoming entitled by transmission to a share shall have the rights to which they would be entitled if they were the holder of the share, except that they shall not, before being registered as its holder, be entitled in respect of it to receive notice of, or to attend or vote at, any general meeting.

GENERAL MEETINGS

41 Convening general meetings

• (A) The Company shall hold annual general meetings, which shall be convened by the Board, in accordance with the statutes.
• (B) All general meetings other than annual general meetings shall be called general meetings.
• (C) The Board may convene a general meeting which is not an annual general meeting whenever it thinks fit. If there are not within the United Kingdom sufficient members of the Board to convene a general meeting, any Director may call a general meeting.

42 Participation in general meetings

• (A) The Board may make any arrangements it decides fit to allow those entitled to do so to attend and participate in any general meeting.
• (B) Unless the notice of meeting says otherwise or the chair of the meeting decides otherwise, a general meeting will be treated as taking place where the chair of the meeting is at the time of the meeting.
• (C) Two or more persons who may not be in the same place as each other attend and participate in a general meeting if they are able to exercise their rights to speak and vote at that meeting. A person is able to exercise the right to speak at a general meeting if that person can communicate to all those attending the meeting while the meeting is taking place. A person is able to exercise the right to vote at a general meeting if that person can vote on resolutions put to the meeting (or, in relation to a poll, can vote within the required time frame) and that person's vote can be taken into account in deciding whether or not such resolutions are passed at the same time as the votes of others attending the meeting.
• (D) When deciding whether a person is attending or participating in a meeting by means of an electronic facility, it is immaterial where that person is or how that person is able to communicate with others who are attending and participating.
• (E) Where holders of, and persons entitled by transmission to, shares can participate at a general meeting by means of an electronic facility, any document required to be on display or available for inspection will be made available for the required period in electronic form to those persons entitled to inspect it and this will satisfy any such requirement.

43 Electronic facilities and satellite meetings

• (A) The Board may decide to let persons entitled to attend and participate in a general meeting do so by simultaneous attendance and participation by means of an electronic facility. Shareholders present in person or by proxy by means of such electronic facility will be counted in the quorum for, and entitled to participate in, the general meeting.
• (B) The Board may also decide to let persons entitled to attend and participate in a general meeting do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world (referred to in these Articles as a satellite meeting). Shareholders present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting. The satellite meeting will be treated as taking place where the chair of the meeting is at the time of the meeting and the powers of the chair will apply to the satellite meeting.
• (C) Any general meeting at which electronic facilities are available and any satellite meeting will be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available to enable all members attending the meeting by whatever means and at all the meeting places to participate in the business for which the meeting has been called.
• (D) All persons seeking to attend and participate in a general meeting by way of electronic facility are responsible for having in place the necessary means to enable them to do so. Subject to the right of the chair to adjourn a general meeting under these Articles, any inability of a person to attend or participate in a general meeting by means of electronic facility, or any interruption to a person being so able, shall not invalidate the proceedings of that meeting.
• (E) Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis.

44 Notice of general meetings

• (A) An annual general meeting and all other general meetings of the Company shall be called by at least such minimum period of notice as is prescribed for such meeting under the statutes.
• (B) The notice of meeting shall be given to the members (other than a member who, under these Articles or any restrictions imposed on any shares, is not entitled to receive notice from the Company), to the Directors and to the Auditors.
• (C) The notice of meeting may specify a time, subject to the statutes, by which a person must be entered on the Register of Members in order for such person to have the right to attend or vote at the meeting.
• (D) The accidental omission or failure to send a notice of any general meeting or of any resolution intended to be moved at any general meeting to, or the non-receipt of any such notice by, any person entitled to receive it shall be disregarded for the purposes of determining whether such notice is duly given and shall not invalidate the proceedings at the general meeting concerned. A shareholder present in person or by proxy at a shareholders' meeting is treated as having received proper notice of that meeting and, where necessary, of the purpose of that meeting.
• (E) If the Board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place (or places in the case of a satellite meeting) specified in the notice calling the general meeting or by means of any electronic facility available for that meeting or if otherwise the Board, in its absolute discretion, considers it appropriate to alter any of the other arrangements in relation to a general meeting, it may postpone or move the general meeting or change, cancel or introduce any electronic facility or make other alterations in respect of the general meeting (or do any of these things). Notice of the date time and place (or places in the case of a satellite meeting) of, or other alterations in respect of, the rearranged meeting shall be given in such manner as the Board may, in its absolute discretion, determine. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting. The Board may also postpone, move, or make other arrangements in respect of the rearranged meeting under this Article (or do any of these things).

45 Quorum for general meeting

No business shall be transacted at a general meeting unless a quorum is present. Two qualifying persons present and entitled to vote on the business to be transacted at the general meeting shall together be a quorum at that meeting unless one of them is a proxy or a corporate representative appointed by the other or if each of them is a proxy or a corporate representative appointed by the same member as the other. For the purposes of this Article a "qualifying person" means (i) an individual who is a member of the Company, (ii) a person authorised under the statutes to act in relation to the meeting as a representative of a member that is a corporation (a "corporate representative"), or (iii) a person appointed as proxy of a member in relation to the meeting. The absence of a quorum will not prevent the appointment of a chair of the meeting. Such appointment shall not be treated as being part of the business of the meeting.

46 Procedure if quorum not present

• (A) If within thirty minutes after the time appointed for the holding of the meeting, or such longer time as the chair of the meeting (being, for the purposes of all provisions in these Articles concerning general meetings, "the chair") may decide to wait, a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:
  • (i) if convened on the requisition of members made by request in accordance with the statutes, shall be dissolved; and
  • (ii) in any other case shall, subject to the statutes, stand adjourned to such day and at such time (not being less than seven or more than sixty days later) and place or places and with such means of attendance and participation as the chair (or, in default, the Board) may decide.
• (B) If at such adjourned meeting a quorum is not present within fifteen minutes after the time appointed for holding it one person present and entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum.

47 Chair of general meeting

The chair (if any) of the Board or, in the chair's absence, the deputy chair (if any) shall preside as chair at a general meeting. If there is no chair or deputy chair, or if at a meeting neither is present within five minutes after the time appointed for the start of the meeting, or neither is willing to act, the Directors present shall select one of their number to be chair. If only one Director is present and willing to act, that Director shall be chair. In default, the members present and entitled to vote shall choose one of their number who is present in person (but not by proxy) to be chair. If no such member present shall be willing to act, then such members may choose a member present by proxy as chair.

48 Rights of Directors and others to attend meetings

A Director (and any other person invited by the chair to do so) shall be entitled to attend and speak at a general meeting, whether or not the Director is a member.

49 Accommodation of members at meeting

If it appears to the chair that the meeting place specified in the notice convening the meeting, or appointed for the holding of an adjourned meeting, is inadequate to accommodate all persons entitled and wishing to attend, the meeting will be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available to ensure that any such person who is unable to be accommodated is able (whether at the meeting place or elsewhere):

• (i) to participate in the business for which the meeting has been convened;
• (ii) to hear and see all persons present who speak (whether by the use of microphones, loud-speakers, audio-visual communications equipment or any other electronic facility); and
• (iii) to be heard and seen by all other persons present in the same way.

50 Security, health and safety, and order

• (A) The Board or the chair may make or impose any arrangement, direction, request or requirement which it or the chair considers appropriate in the circumstances to facilitate or ensure the security of a meeting, including with regard to providing evidence of identity by any person present or wishing to attend, searching personal property or limiting items of personal property that may be taken into the meeting place. The Board or the chair or any person directed by it or the chair may refuse physical or electronic entry to, or eject from (physically or electronically), a meeting a person who refuses to, or does not, comply with any such arrangement, direction, request or requirement.
• (B) Where a general meeting is held partly by means of an electronic facility, the Board or the chair may make or impose any arrangement, direction, request or requirement which it or the chair considers appropriate in the circumstances to ensure the identification of those taking part by this means and the security of the electronic facility.
• (C) The Board or the chair may make or impose any arrangement, direction, request or requirement that it or the chair considers appropriate in the circumstances to secure the health and safety of persons attending a meeting or to promote the orderly and proper conduct of the business of the meeting. Any decision of the chair on procedural matters, points of order or matters arising incidentally from the business of the meeting, and any determination by the chair as to whether a matter or point is of such a nature, shall be final.
• (D) Nothing in these Articles limit any right or power that a chair has at common law or otherwise in relation to the conduct of a general meeting.
• (E) The notice of meeting does not have to give details of any arrangement, direction, request or requirement imposed under this Article and the presence of such arrangement, direction, request or requirement shall not invalidate the business conducted at the meeting.

51 Power to adjourn

• (A) Subject to the statutes, the chair may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time (or indefinitely) and from place to place (or places in the case of a satellite meeting) and with such means of attendance and participation as the chair decides.
• (B) Subject to the statutes and without prejudice to any other power of adjournment which the chair may have under these Articles, at common law or otherwise, the chair may, without the consent of the meeting, interrupt or adjourn the meeting from time to time (or indefinitely) and from place to place (or places in the case of a satellite meeting) and with such means of attendance and participation as the chair decides, if the chair decides that it is necessary or appropriate to do so in order to:
  • (i) secure the comfort, safety and security of those attending and the proper and orderly conduct of the meeting, including in the event of the facilities or security at the place of the meeting (or places in the case of a satellite meeting) or the electronic facility provided for the meeting have become inadequate or are otherwise not sufficient to allow the meeting to be conducted as intended;
• (ii) give persons entitled to do so an opportunity of attending the meeting;
• (iii) give persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or
• (iv) ensure that the business of the meeting is properly concluded or disposed of, including for the purpose of determining the result of a poll.
• (C) Subject to the statutes, all the provisions in these Articles relating to a general meeting also relate, where applicable (or unless stated otherwise), to an adjourned meeting.

52 Notice of adjourned meeting

Subject to the statutes, whenever a meeting is adjourned for fourteen days or more or indefinitely, at least seven days' notice, specifying the place, the day and time of the adjourned meeting and the general nature of the business to be transacted, shall be given in the same manner as in the case of an original meeting. Except in these circumstances and subject to the statutes, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting.

53 Business of adjourned meeting

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

VOTING

54 Voting at a general meeting

• (A) A resolution put to the vote at a general meeting held partly by means of an electronic facility will be decided on a poll, such poll votes may be cast by such electronic or other means as the Board decides are appropriate. Any such poll will be treated as having been validly demanded at the time fixed for the holding of the meeting. Subject to this, at any general meeting all Substantive Resolutions put to a vote of the meeting shall be decided on a poll, and all Other Resolutions put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by:
  • (i) the chair; or
  • (ii) at least five members having the right to vote on the resolution; or
  • (iii) a member or members (or their proxies) representing not less than 10 per cent of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to shares of that class held as treasury shares); or
  • (iv) a member or members (or their proxies) holding shares in the Company conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than 10 per cent of the total sum paid

up on all the shares conferring that right (excluding any shares of that class held as treasury shares).

• (B) The chair of a general meeting may, in the chair's absolute discretion, determine whether a resolution is a Substantive Resolution or an Other Resolution and the chair's decision shall be final.
• (C) At general meetings, resolutions shall be put to the vote by the chair and there shall be no requirement for the resolution to be proposed or seconded by any person.
• (D) Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chair that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
• (E) A demand for a poll may be withdrawn before the poll is taken, 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. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

55 Poll procedure

• (A) Any poll duly demanded on the election of a chair of a meeting or on any question of adjournment shall be taken forthwith. A poll duly demanded on any other matter shall be taken at such time and place, not being more than thirty (30) days from the date of the meeting or adjourned meeting at which the poll was demanded, as the chair shall direct. The chair shall determine the manner (including the use of ballot or voting papers or tickets or electronic means) in which a poll shall be taken and may appoint scrutineers who need not be members. No notice need be given of a poll not taken immediately if the time, place, and means of attendance and participation by which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time, place, and means of attendance and participation by which the poll is to be taken. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
• (B) The demand for a poll (other than on the election of a chair or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. If a poll is demanded before the declaration of the result on a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

56 Votes of members

(A) Subject to the statutes and to any rights or restrictions attaching to any shares, at a general meeting on a vote on a resolution on a show of hands or on a poll every member who is present in person or by proxy shall be entitled to the number of votes prescribed by the statutes.

• (B) The Company shall not be entitled to exercise any voting rights, whether on a show of hands or on a poll, in respect of any shares held by it as treasury shares.
• (C) In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which the names of the holders stand in the Register of Members in respect of the joint holding.
• (D) A member in respect of whom an order has been made by any court or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder or incapacity may vote, on a show of hands or on a poll, by their guardian or other person duly authorised to act on their behalf, who may vote by proxy. Subject to the statutes, evidence to the satisfaction of the Board of the authority of the person claiming the right to vote shall be received at the Registered Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, by a time not less than forty-eight (48) hours before the time appointed for holding the meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable (which, unless the Board decides otherwise, shall be calculated without taking account of any part of a day that is not a working day).
• (E) Subject to the statutes, a member entitled to more than one vote need not, if they do vote, use all of their votes or cast all of their votes in the same way.

57 Voting restrictions on an outstanding call

Unless the Board decides otherwise, no member shall be entitled to be present or vote at any meeting either personally or by proxy in respect of a share held by that member until that member has paid all calls due and payable by that member in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) to the Company.

58 Appointment of proxy

• (A) A member who is entitled to attend and vote at a general meeting is entitled to appoint another person, or two or more persons in respect of different shares held by that member as their proxy to exercise all or any of their rights to attend and to speak and to vote at the meeting. A proxy need not be a member of the Company.
• (B) An instrument appointing a proxy shall be in any usual form or in any other form which the Board may approve, whether in hard copy or electronic form, and shall be executed by or on behalf of the appointor. Deposit of an instrument of proxy shall not preclude a member from attending and voting at the meeting. An instrument appointing a proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting to which it relates.
• (C) The instrument appointing a proxy shall:
  • (i) if in hard copy form, be received at the Registered Office or at such other place in the United Kingdom as is specified in the notice convening the meeting, or in any instrument of proxy sent out by the Company in relation to the meeting, by a time not less than forty-eight (48) hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting

concerned (and, subject to the statutes, there shall also be deposited at the same place and by the same time the power of attorney or other authority, if any, under which such instrument is signed, or a copy of the authority certified notarially or in some other way approved by the Board);

• (ii) if in electronic form, be received at any address specified by the Company for the purpose of receiving proxy appointments in electronic form in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting or in any invitation to appoint a proxy issued by the Company in relation to the meeting by a time not less than forty-eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting concerned; and
• (iii) if in hard copy or electronic form, in the case of a poll taken more than fortyeight (48) hours after it was demanded, be received at the place or address referred to in paragraphs (C)(i) or (ii) of this Article after the poll has been demanded and not less than twenty-four (24) hours before the time appointed for taking the poll,

and, subject to the statutes, an instrument of proxy which (or in respect of which any other document referred to in paragraph (C)(i) of this Article) is not received in a manner and within the time limits set out above in this paragraph (C) shall be invalid (unless and to the extent that the Board, in its absolute discretion in relation to any such instrument, waives any such requirement). An instrument appointing a proxy will not be valid after twelve (12) months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date.

• (D) For the purposes of calculating any period of time under this Article or the next Article headed "Termination of proxy or corporate authority", no account need be taken by the Company of any part of a day that is not a working day.
• (E) When two or more valid but differing instruments of proxy are received in respect of the same share for use at the same meeting or poll and in respect of the same matter, the one which is last validly received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was last validly received, none of them shall be treated as valid in respect of that share, provided that if the Company determines that it has insufficient evidence to decide whether or not an instrument of proxy is in respect of the same share, it shall be entitled to determine which instrument of proxy (if any) is to be treated as valid.
• (F) Where a member appoints multiple proxies but the proxy forms submitted by that member would give the appointed proxies the apparent right to exercise a number of votes on behalf of that member in a general meeting in excess of the number of shares actually held by that member, then each of those proxy forms will be invalid and none of the proxies appointed under those proxy forms will be entitled to attend, speak, or vote at the relevant general meeting.
• (G) An instrument appointing a proxy shall be deemed (unless the contrary is stated in it) to confer authority to demand or join in demanding a poll and to vote on a resolution or

an amendment of a resolution put to, or other business which may properly come before, the meeting or meetings for which it is given, as the proxy thinks fit and shall also be deemed to confer on the proxy the right to speak at the meeting.

• (H) The Board may, if it thinks fit but subject to the statutes, at the expense of the Company send instruments of proxy to members (with or without provision for their return prepaid) for use at any general meeting, either in blank or nominating as proxy in the alternative any one or more of the Directors or any other person. Any omission to send such an instrument or any invitation to appoint a proxy in relation to a general meeting to, or the non-receipt of such instrument or invitation by, any member shall not invalidate the proceedings at the meeting concerned.
• (I) The omission or failure by any proxy to act in accordance with any instructions given to that proxy by its appointor shall not invalidate any vote cast by that proxy or any resolution passed at the general meeting concerned. The Company is not under any obligation to investigate whether the exercise of any vote by any proxy or any corporate representative accords with any instruction given by the appointor.

59 Termination of proxy or corporate authority

Subject to the statutes, a vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous termination of the authority of the person voting or demanding a poll, unless notice of the termination was received in writing either by (i) the Company at the Registered Office, or at such other place or address at which the instrument of proxy was duly deposited or (ii) any person (other than the Company) named in the notice convening the general meeting concerned at such place or address as specified in that notice, at least one hour before the time appointed for the holding of the meeting at which the vote is given or the poll demanded or (in the case of a poll not taken on the same day as the meeting) at least one hour before the time appointed for taking the poll.

60 Corporate representatives

A corporation which is a member may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company. The corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present at it. All references in these Articles to attendance and voting in person shall, subject to the statutes, be construed accordingly. A Director, the Secretary or some other person authorised for the purpose by the Secretary may require the representative to produce a certified copy of the resolution so authorising the representative or such other evidence of the representative's authority to reasonably satisfy the person before they permit the representative to exercise their powers.

61 Amendment to resolutions

• (A) If an amendment shall be proposed to any resolution but shall in good faith be ruled out of order by the chair, any error in such ruling shall not invalidate the proceedings on the substantive resolution.
• (B) In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a manifest error) may be considered or voted on and in the case of a resolution duly proposed as an ordinary resolution no amendment

to it (other than an amendment to correct a manifest error) may be considered or voted on unless either:

• (i) at least forty-eight (48) hours prior to the time appointed for holding the meeting at which such ordinary resolution is to be proposed (which, unless the Board decides otherwise, shall be calculated without taking account of any part of a day that is not a working day) notice of the terms of the amendment and intention to move it has been received in hard copy form at the Registered Office or at such other place as may be specified by or on behalf of the Company for that purpose; or
• (ii) the chair in its absolute discretion decides that it may be considered or voted on.

62 Objection to error in voting

No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting at which the vote objected to is given or tendered or at which the error occurs. Any such objection or error shall be referred to the chair, who shall not be obliged to take it into account unless the chair considers it to be of sufficient magnitude to affect the decision of the meeting. The chair's decision on such matters shall be final and binding on all concerned.

FAILURE TO DISCLOSE INTERESTS IN SHARES

63 Failure to disclose interests in shares

• (A) For the purpose of this Article:
  • (i) "Exempt Transfer" means, in relation to shares held by a member:
    • (a) a transfer pursuant to acceptance of a takeover offer (as defined in Part 28 of the 2006 Act) for the Company or in relation to any of its shares;
    • (b) a transfer in consequence of a sale made through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000) operated in the United Kingdom or any other stock exchange selected by the Company outside the United Kingdom on which any shares are normally traded; or
    • (c) a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale in good faith of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares;
  • (ii) "interested" is construed as it is for the purpose of Part 22 of the 2006 Act;
  • (iii) "transfer" means a transfer of a share or (where applicable) a renunciation of a renounceable letter of allotment or other renounceable document of title relating to a share;
• (iv) a person, other than the member holding a share, shall be treated as appearing to be interested in such share if the member has informed the Company that the person is or may be so interested, or if the Company (after taking account of information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested; and
• (v) reference to a person having failed to give to the Company information required by a section 793 notice, or being in default of supplying such information, includes references to the person having:
  • (a) failed or refused to give all or any part of such information; and
  • (b) given information which the person knows to be false in a material particular or recklessly given information which is false in a material particular.
• (B) Where notice is given by the Company under section 793 of the 2006 Act (a "section 793 notice") to a member, or another person appearing to be interested in shares held by such member, and the member or other person has failed in relation to any shares ("Default Shares", which expression applies also to any shares issued after the date of the section 793 notice in respect of those shares and to any other shares registered in the name of such member at any time whilst the default subsists) to give the Company the information required within fourteen (14) days after the date of service of the section 793 notice, unless the Board otherwise decides:
  • (i) the member is not entitled in respect of the Default Shares to be present or to vote at a general meeting or on a poll, or to exercise any other rights conferred by membership in relation to the meeting or poll; and
  • (ii) where the Default Shares represent at least 0.25 per cent. in nominal value of the issued shares of their class (excluding any shares in the Company held as treasury shares):
    • (a) a dividend (or any part of a dividend) or other distribution or amount payable in respect of the Default Shares (except on a winding up of the Company) may be withheld by the Company, which shall have no obligation to pay interest on it;
    • (b) the member shall not be entitled to elect, pursuant to these Articles or otherwise, to receive shares instead of a dividend; and
    • (c) the Board may, in its absolute discretion, refuse to register the transfer of any Default Shares (subject to the statutes) unless:
      • (1) the transfer is an Exempt Transfer; or
      • (2) that member is not in default in supplying the information required and proves to the satisfaction of the Board that no person in default of supplying the information required is

interested in any of the shares which are the subject of the transfer.

• (C) The sanctions under paragraph (B) of this Article shall cease to apply seven days after the earlier of:
  • (i) receipt by the Company of notice of an Exempt Transfer, but only in relation to the shares transferred; and
  • (ii) receipt by the Company, in a form satisfactory to the Board, of all the information required by the section 793 notice.
• (D) The Board may:
  • (i) give notice to any member holding Default Shares in uncertificated form requiring the member:
    • (a) to change their holding of such shares from uncertificated form into certificated form within a specified period; and
    • (b) to hold such Default Shares in certificated form for so long as the default subsists; and
  • (ii) appoint any person to take any steps, by instruction by means of the Uncertificated System or otherwise, in the name of any holder of Default Shares as may be required to change such shares from uncertificated form into certificated form (and such steps shall be effective as if they had been taken by such holder).
• (E) The provisions of this Article are in addition and without prejudice to the provisions of the statutes.
• (F) Where Default Shares are held by a depositary, the provisions of this Article 63 shall be treated as applying only to those shares held by the depositary in which such person appears to be interested and not (insofar as such person's apparent interest is concerned) to any other shares held by the depositary.
• (G) Where the member on which a section 793 notice is served is a depositary acting in its capacity as such, the obligations of the depositary as a member of the Company shall be limited to disclosing to the Company such information relating to any person appearing to be interested in the shares held by it as has been recorded by it pursuant to the arrangements entered into by the Company or approved by the Board pursuant to which it was appointed as a depositary.

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

64 Number of Directors

Unless and until otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall not be more than fifteen nor less than three.

65 No share qualification

A Director need not hold any shares.

66 Company's power to appoint Directors

Subject to these Articles, the Company may by ordinary resolution appoint as a Director a person who is willing to act as such, either to fill a vacancy or as an addition to the existing Directors, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.

67 Board's power to appoint Directors

• (A) Without prejudice to these Articles, the Board shall have power at any time to appoint as a Director any person who is willing to act as such, either to fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.
• (B) Any Director so appointed shall, if still a Director, retire at the next annual general meeting after that Director's appointment and be eligible to stand for election as a Director at such meeting.

68 Appointment of executive Directors

Subject to the statutes, the Board may appoint any Director to hold any employment or executive office with the Company for such period and on such terms as the Board may decide. The Board may revoke, terminate or vary the terms of any such appointment, without prejudice to any claim for damages which the Director may have for breach of contract against the Company.

69 Eligibility of new Directors

No person, other than a Director retiring, shall be appointed a Director at any general meeting unless:

• (i) that person is recommended for appointment by the Board; or
• (ii) not less than seven nor more than forty-two (42) days before the date appointed for the holding of the meeting, a notice executed by a member (other than the person to be proposed) qualified to vote at the meeting has been received by the Company at the Registered Office of the intention to propose such person for appointment, stating the particulars which would, if that person were so appointed, be required to be included in the Company's register of directors, accompanied by a notice executed by that person of their willingness to be appointed.

70 Resolution for appointment

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

71 Annual Retirement of Directors

At every annual general meeting all the Directors shall retire from office and may offer themselves for re-appointment by the shareholders.

72 Position of retiring Director

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

73 No retirement on account of age

No person shall be or become incapable of being appointed a Director by reason of that person having attained the age of seventy or any other age, nor shall any special notice be required in connection with the appointment or the approval of the appointment of such person. No Director shall vacate their office at any time by reason of the fact that that Director has attained the age of seventy or any other age.

74 Removal by ordinary resolution

In addition to any power of removal under the statutes, the Company may:

• (i) by ordinary resolution remove any Director before the expiration of the Director's period of office, but without prejudice to any claim for damages which the Director may have for breach of contract against the Company; and
• (ii) by ordinary resolution appoint as a Director another person who is willing to act as such in the Director's place (subject to these Articles).

Any person so appointed shall be treated, for the purposes of determining the time at which that person or any other Director is to retire, as if they had become a Director on the day on which the person in whose place they are appointed was last appointed or re-appointed a Director.

75 Vacation of Director's office

• (A) Without prejudice to the provisions in these Articles for retirement the office of a Director shall be vacated if:
  • (i) they resign by notice delivered to the Secretary at the Registered Office or tendered at a Board meeting;
  • (ii) they only held their office as a Director for a fixed term and such term expires;
  • (iii) they cease to be a Director by virtue of any provision of the statutes, is removed from office pursuant to these Articles or the statutes or becomes prohibited by law from being a Director;
• (iv) they become bankrupt, have an interim receiving order made against them, makes any arrangement or compounds with their creditors generally or applies to the court for an interim order in connection with a voluntary arrangement under any legislation relating to insolvency;
• (v) they are or have been suffering from mental or physical ill health and the Directors pass a resolution removing that Director from office;
• (vi) both the Director and their alternate Director appointed pursuant to the provisions of these Articles (if any) are absent, without the permission of the Board, from Board meetings for six consecutive months and the Board resolves that the Director's office be vacated;
• (vii) they are removed from office by notice addressed to them at an address of theirs shown in the Company's register of directors and signed by all the other Directors (without prejudice to any claim for damages which they may have for breach of contract against the Company), and such notice may consist of several documents in the same form each executed or otherwise confirmed in writing by one or more of the Directors concerned; or
• (viii) in the case of a Director who holds executive office, their appointment to such office is terminated or expires and the Board resolves that their office be vacated.
• (B) A resolution of the Board declaring a Director to have vacated office pursuant to this Article shall be conclusive as to the fact and grounds of vacation stated in the resolution.

ALTERNATE DIRECTORS

76 Appointment

• (A) A Director (other than an alternate Director) may appoint any other Director or any person approved for that purpose by the Board and willing to act, to be their alternate by notice delivered to or, if in electronic form, received by the Secretary at the Registered Office, or in any other manner approved by the Board.
• (B) No appointment of an alternate Director who is not already a Director shall be effective until the proposed alternate Director's consent to act as a Director in the form prescribed by the statutes has been received at the Registered Office.
• (C) An alternate Director need not hold a share qualification and shall not be counted in reckoning any maximum or minimum number of Directors allowed by these Articles.

77 Responsibility

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

78 Participation at Board meetings

An alternate Director shall (subject to that person giving to the Company an address within the United Kingdom at which notices may be served on them) be entitled to receive notice of all meetings of the Board and all committees of the Board of which the appointor is a member and, in the absence from such meetings of the appointor, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of the appointor (other than the power to appoint an alternate Director). A Director acting as alternate Director shall have a separate vote at Board meetings for each Director for whom they act as alternate Director, but they shall count as only one for the purpose of determining whether a quorum is present.

79 Interests

An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements with the Company and to be repaid expenses and to be indemnified in the same way and to the same extent as a Director. However, the alternate Director shall not be entitled to receive from the Company any fees for their services as alternate, except only such part (if any) of the fee payable to the appointor as such appointor may by notice to the Company direct. Subject to this Article, the Company shall pay to an alternate Director such expenses as might properly have been paid to them if they had been a Director.

80 Termination of appointment

An alternate Director shall cease to be an alternate Director:

• (i) if the appointor revokes the appointment by notice delivered to the Secretary at the Registered Office or in any other manner approved by the Board; or
• (ii) if the appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of the alternate Director which was in force immediately before the appointer's retirement shall remain in force; or
• (iii) if any event happens in relation to them which, if they were a Director, would cause their office as Director to be vacated.

BOARD POWERS

81 Board powers

The business of the Company shall be managed by the Board, which may exercise all the powers of the Company (whether relating to the management of the business or not) and may do on behalf of the Company all such acts as may be done by or on behalf of the Company and as are not, by the statutes or by these Articles, required to be exercised or done by the Company in general meeting, subject to (i) the statutes, (ii) these Articles, and (iii) such directions (whether or not consistent with these Articles) as may be prescribed by the Company by special resolution. No such direction and no alteration of these Articles shall invalidate any prior act of the Board which would have been valid if such direction had not been given or such alteration had not been made. The provisions in these Articles giving specific powers to the Board shall not limit the general powers given by this Article.

82 Directors below the minimum number

If the number of Directors is less than the minimum prescribed in accordance with these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting for the purpose of making such appointment. If there are no Director or Directors able or willing to act, any two members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following such appointment unless the Director is re-elected during such meeting.

83 Directors below the minimum number following the annual general meeting

• (A) If:
  • (i) at the annual general meeting in any year any resolution or resolutions for the election or reappointment of the persons eligible for election or reappointment as directors are put to the meeting and lost, and
  • (ii) at the end of that meeting the number of directors is fewer than any minimum number of directors required under Article 64,

all retiring directors who stood for election or reappointment at that meeting (the Retiring Directors) shall be deemed to have been elected or reappointed as directors and shall remain in office.

• (B) However, the Retiring Directors may only:
  • (i) act for the purpose of appointing an additional director or directors (such appointment(s) to be ratified by the Company at the next general meeting);
  • (ii) convene a general meeting of the Company for the purpose of the appointment of additional directors and/or the ratification by the Company of any directors appointed by the Retiring Directors; and
  • (iii) perform such duties as are essential to maintain the Company as a going concern,

but not for any other purpose.

• (C) The Retiring Directors shall convene the general meeting referred to in Article 83(B)(ii) as soon as reasonably practicable following the meeting referred to Article 83(A) and they shall retire from office at that meeting if the number of directors appointed or ratified by the Company at that meeting is equal to or more than the minimum number of directors required under Article 64.
• (D) If at the end of any meeting convened under Article 83(B)(ii) the number of directors is fewer than any minimum number of directors required under Article 64, the provisions of Articles 83(A) and (B) shall also apply to that meeting.

84 Delegation to executive Directors

The Board may delegate to a Director holding executive office any of its powers, authorities and discretions for such time and on such terms and conditions as it shall think fit. The Board may grant to a Director the power to sub-delegate, and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the Director. The Board may at any time revoke the delegation or alter its terms and conditions.

85 Delegation to committees

• (A) The Board may delegate any of its powers, authorities and discretions for such time and on such terms and conditions as it shall think fit to a committee consisting of one or more Directors and (if thought fit) one or more other persons, provided that:
  • (i) a majority of the members of a committee shall be Directors; and
  • (ii) no resolution of a committee shall be effective unless a majority of those present when it is passed are Directors or alternate Directors.
• (B) The Board may grant to the committee the power to sub-delegate, and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the committee. The Board may at any time revoke the delegation or alter its terms and conditions or discharge the committee in whole or in part. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Board and that power, authority or discretion has been delegated by the Board to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.
• (C) The Board's power under these Articles to delegate to a committee:
  • (i) includes the power to delegate the determination of any fee, monies, remuneration or other benefit to be paid or provided to any Director and the power to authorise any situation or matter to which section 175 of the 2006 Act applies; and
  • (ii) is not limited by the fact that in some Articles but not others express reference is made to particular powers being exercised by the Board or by a committee.

86 Local management

The Board may establish local or divisional boards, agencies or branch offices for managing the affairs of the Company in a specified locality, either in the United Kingdom or elsewhere, and may appoint persons to be members of a local or divisional board, agency or branch office and may fix their remuneration. The Board may delegate to a local or divisional board, agency or branch office any of its powers, authorities and discretions for such time and on such terms and conditions as it thinks fit. The Board may grant to such local or divisional board, agency or branch office the power to sub-delegate, may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the local or divisional board, agency or branch office and may authorise the members of a local or divisional board, agency or branch (or any of them) to fill a vacancy or to act despite a vacancy. The Board may at any time revoke or alter the terms and conditions of the appointment or delegation. Subject to the

terms and conditions imposed by the Board, the proceedings of a local or divisional board, agency or branch office with two or more members are governed by those Articles that regulate the proceedings of the Board, so far as applicable.

87 Delegation to agents

The Board may, by power of attorney or otherwise, appoint a person to be the agent of the Company and may delegate to such person any of its powers, authorities and discretions for such purposes, for such time and on such terms and conditions (including as to remuneration) as it thinks fit. The Board may grant the power to sub-delegate and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the agent. The Board may at any time revoke or alter the terms and conditions of the appointment or delegation.

88 Exercise of voting power

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

89 Provision for employees

The Board may exercise any power conferred on the Company by the statutes to make provision for the benefit of persons employed or formerly employed by any Group Undertaking in connection with the cessation or the transfer to any person of the whole or part of the undertaking of such Group Undertaking.

90 Overseas registers

• (A) Subject to the statutes, the Company may cause to be kept in any territory an overseas branch register of members resident in such territory, and the Board may make and vary such provisions as it may think fit regarding the keeping of any such register.
• (B) For a shareholder registered on a branch register, notices, documents, or other information can be posted or despatched in the United Kingdom or in the country where the branch register is kept.
• (C) Subject to the statutes, the Board may determine that any shares or class of shares held on any overseas branch register of members may be held in uncertificated form in accordance with any system operated outside the United Kingdom which enables title to such shares to be evidenced and transferred without a written instrument and which is a "relevant system" for the purpose of the Uncertificated Securities Regulations.

91 Associate directors

The Board may appoint any person (not being a Director) to any office or employment having a designation or title including the word "director" or attach to any existing office or employment with the Company such designation or title and may terminate any such appointment or the use of such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment shall not imply that such person is, or is deemed to be, or is

empowered in any respect to act as, a Director for any of the purposes of the statutes or these Articles.

92 Borrowing powers

• (A) The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the provisions of the statutes, to create and issue debenture and other loan stock and debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
• (B) The Board shall restrict the borrowings of the Company and exercise all voting and other rights and powers of control exercisable by the Company in respect of its subsidiary undertakings so as to procure (as regards its subsidiary undertakings in so far as it can procure by such exercise) that the aggregate principal amount at any one time outstanding in respect of moneys borrowed by the Group (exclusive of moneys borrowed by one Group Undertaking from another and after deducting cash deposited) shall not at any time, without the previous sanction of an ordinary resolution of the Company exceed £20,000,000,000.
• (C) For the purposes only of this Article 92:
  • (i) cash deposited means an amount equal to the aggregate of the amounts beneficially owned by Group Undertakings which are deposited for the time being with any bank or other person (not being a Group Undertaking) and which are repayable to any Group Undertaking on demand or within three months of such demand, subject, in the case of amounts deposited by a partly owned subsidiary undertaking, to the exclusion of a proportion thereof equal to the proportion of its issued equity share capital which is not attributable, directly or indirectly, to the Company;
  • (ii) moneys borrowed include not only moneys borrowed but also the following except in so far as otherwise taken into account:
    • (a) the nominal amount of any issued share capital, and the principal amount of any debenture or borrowings of, any person, the beneficial interest in which or right to repayment to which is not for the time being owned by a Group Undertaking but the payment or repayment of which is the subject of a guarantee or indemnity by a Group Undertaking or is secured on the assets of a Group Undertaking;
    • (b) the principal amount raised by any Group Undertaking by acceptances or under any acceptance credit opened on its behalf by any bank or acceptance house (not being a Group Undertaking) other than acceptances and acceptance credits relating to the purchase of goods or services in the ordinary course of trading and outstanding for six months or less;
• (c) the principal amount of any debenture (whether secured or unsecured) of any Group Undertaking owned otherwise than by a Group Undertaking;
• (d) the principal amount of any preference share capital of any subsidiary undertaking owned otherwise than by a Group Undertaking;
• (e) any fixed or minimum premium payable on final repayment of any borrowing or deemed borrowing (but any premium payable on final repayment of an amount not to be taken into account as moneys borrowed shall not be taken into account);

but do not include:

• (f) moneys borrowed by any Group Undertaking for the purpose of repaying, within six months of being first borrowed, the whole or any part of any moneys borrowed and then outstanding (including any premium payable on final repayment) of that or any other Group Undertaking pending their application for such purpose within that period;
• (g) moneys borrowed by any Group Undertaking for the purpose of financing any contract in respect of which any part of the price receivable under the contract by that or any other Group Undertaking is guaranteed or insured, up to an amount equal to that part of the price receivable under the contract which is so guaranteed or insured;
• (h) an amount equal to the moneys borrowed of any company outstanding immediately after it becomes a Group Undertaking, provided that it became a Group Undertaking during the six months preceding the calculation;
• (i) an amount equal to the amount secured on an asset immediately after it was acquired by a Group Undertaking, provided that it was acquired during the six months preceding the calculation;
• (j) notwithstanding sub paragraphs (a) to (i) above, the proportion of moneys borrowed by a Group Undertaking (and not owing to another Group Undertaking) which is equal to the proportion of its issued equity share capital not attributable, directly or indirectly, to the Company;

and in sub paragraphs (f) to (j) above references to amounts of moneys borrowed include references to amounts which, but for the exclusion under those sub paragraphs, would fall to be included;

(iii) relevant balance sheet means the latest published audited consolidated balance sheet of the Group but, where the Company has no subsidiary undertakings, it means the balance sheet and income statement of the Company and, where the Company has subsidiary undertakings but there are no consolidated accounts of the Group, it means the respective balance sheets of the companies comprising the Group; and

• (iv) subsidiary undertaking means a subsidiary undertaking (within the meaning of the 2006 Act) of the Company; and Group and Group Undertaking and references to any company which becomes a Group Undertaking or to companies comprising the Group shall, in such a case, be construed so as to include subsidiary undertakings and equity share capital shall be construed in relation to a subsidiary undertaking without a share capital in the same manner as shares are defined in relation to an undertaking without a share capital under section 1161(2) of the 2006 Act.
• (D) When the aggregate amount of moneys borrowed required to be taken into account for the purposes of this Article 92 on any particular day is being ascertained, any of such moneys denominated or repayable in a currency other than sterling shall be converted for the purpose of calculating the sterling equivalent either:
  • (i) at the rate of exchange used for the conversion of that currency in the relevant balance sheet; or
  • (ii) if no rate was so used, at the middle market rate of exchange prevailing at the close of business in London on the date of that balance sheet; or
  • (iii) where the repayment of such moneys is expressly covered by a forward purchase contract, currency option, back to back loan, swap or other arrangements taken out and entered into to reduce the risk associated with fluctuations in exchange rates, at the rate of exchange specified in that document,

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

• (E) Where requested by the Company, a report or certificate of the auditors as to the amount of moneys borrowed falling to be taken into account for the purposes of this Article 92 or to the effect that the limit imposed by this Article 92 has not been or will not be exceeded at any particular time or times or as a result of any particular transaction or transactions shall be conclusive evidence of the amount or of that fact.
• (F) No debt incurred or security given in respect of moneys borrowed in excess of the limit imposed by this Article 92 shall be invalid or ineffectual, except in the case of express notice to the lender or recipient of the security at the time when the debt was incurred or security given that the limit had been or would thereby by exceeded, but no lender or other person dealing with the Company shall be concerned to see or enquire whether such limit is observed.

DIRECTORS' REMUNERATION, EXPENSES AND BENEFITS

93 Fees

The Company shall pay to the Directors (but not alternate Directors) for their services as Directors such aggregate amount of fees as the Board decides (not exceeding £1,500,000 per annum or such larger amount as the Company may by ordinary resolution decide). The

aggregate fees shall be divided among the Directors in such proportions as the Board decides or, if no decision is made, equally. A fee payable to a Director pursuant to this Article shall be distinct from any salary, remuneration or other amount payable to them pursuant to other provisions of these Articles and shall accrue from day to day.

94 Expenses

• (A) A Director may also be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings to which these Articles apply or otherwise in connection with the discharge of their duties as a Director, including any professional fees incurred by them (with the approval of the Board or in accordance with any procedures prescribed by the Board) in taking independent professional advice in connection with the discharge of such duties.
• (B) The Company may, subject to the statutes:
  • (i) provide any Director with funds to meet their defence expenditure in respect of any civil or criminal proceedings or regulatory investigation or other regulatory action or in connection with any application for any category of relief permitted by the statutes; and
  • (ii) do anything to enable them to avoid incurring any such expenditure.

95 Remuneration of executive Directors

The salary or remuneration of a Director appointed to hold employment or executive office in accordance with the Articles may be a fixed sum of money, or wholly or in part governed by business done or profits made, or as otherwise decided by the Board (including, for the avoidance of doubt, by the Board acting through a duly authorised Board committee), and may be in addition to or instead of a fee payable to them for their services as Director pursuant to these Articles.

96 Special remuneration

A Director who, at the request of the Board, goes or resides abroad, makes a special journey or performs a special service on behalf of or for the Company (including services as a chair or deputy chair of the Board, services as a member of any Board committee and services which the Board considers to be outside the scope of the ordinary duties of a Director) may be paid such reasonable additional remuneration (whether by way of salary, bonus, commission, percentage of profits or otherwise) and expenses as the Board (including, for the avoidance of doubt, the Board acting through a duly authorised Board committee) may decide.

97 Pensions and other benefits

The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for a person who is or has at any time been a Director, an officer or a director or an employee of a company which is or was a Group Undertaking, a company which is or was allied to or associated with a Group Undertaking or a predecessor in business of a Group Undertaking (and for any member of their family, including a spouse or former spouse, or a person who is or was dependent on them). For this purpose the Board may establish, maintain, subscribe and contribute to any scheme, trust or fund and pay

premiums. The Board may arrange for this to be done by the Company alone or in conjunction with another person. A Director or former Director is entitled to receive and retain for their own benefit any pension or other benefit provided in accordance with this Article and is not obliged to account for it to the Company.

DIRECTORS' PROCEEDINGS

98 Board meetings

Subject to these Articles, the Board may regulate its proceedings as it thinks fit.

99 Notice of Board meetings

A Director may, and the Secretary at the request of a Director shall, call a meeting of the Board at any time on reasonable notice. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to them personally or by word of mouth or by electronic means at an address given by them to the Company for that purpose or sent in writing to their last known address within the United Kingdom or any other address within the United Kingdom given to the Company by them for such purpose. It shall not be necessary to give notice of a Board meeting to a Director who is absent from the United Kingdom unless the Director has notified the Company in writing of an address in the United Kingdom or an electronic address at which notice of such meetings is to be given to them when they are absent from the United Kingdom. A Director may waive the requirement that notice of any Board meeting be given to them, either prospectively or retrospectively.

100 Quorum

Subject to these Articles, no business shall be transacted at any meeting of the Board unless a quorum is present. The quorum may be fixed by the Board and unless so fixed at any other number shall be two. An alternate Director who is not themselves a Director shall, if their appointor is not present, be counted in the quorum. A duly convened Board meeting at which a quorum is present shall be competent to exercise any and all of the authorities, discretions and powers vested in or exercisable by the Board.

101 Board chair

The Board may appoint any Director to be, and may remove, a chair and a deputy chair of the Board. The chair or, in the chair's absence, the deputy chair, shall preside at all Board meetings. If there is no chair or deputy chair, or if at a Board meeting neither the chair nor the deputy chair is present within five minutes after the time appointed for the holding of the meeting, or if neither of them is willing to act as chair, the Directors present may choose any Director present to be chair of the meeting. The chair of a Board meeting is "the chair" for the purposes of all provisions in these Articles concerning that meeting.

102 Voting

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

103 Audio-visual participation

A Director or their alternate Director may participate in a meeting of the Board through the medium of conference telephone, video conferencing or any other form of communication equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting or by a series of telephone calls from the chair. A person participating in this way shall be deemed to be present in person at the meeting and shall be counted in a quorum and entitled to vote. Subject to the statutes, all business transacted in this way by the Board shall be deemed for the purposes of the Articles to be validly and effectively transacted at a meeting of the Board even if one Director only is physically present at any one place. The meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chair then is.

104 Written resolutions

• (A) A resolution in writing executed by all the Directors for the time being entitled to receive notice of a Board meeting and in number not being less than a quorum, or by all the members of a committee of the Board for the time being entitled to receive notice of the meetings of such committee and in number not being less than a quorum of such committee, shall be as valid and effective for all purposes as a resolution duly passed at such a meeting (a "written resolution").
• (B) A written resolution:
  • (i) may consist of several documents in the same form each executed or otherwise confirmed in writing by one or more of the Directors or members of the relevant committee, including signatures evidenced by means of facsimile transmission, which copies may be transmitted by electronic means, in which event, subject to any terms and conditions determined from time to time by the Board, no signatures shall be required;
  • (ii) need not be signed by an alternate Director if it is signed by their appointor;
  • (iii) if signed by an alternate Director, need not also be signed by their appointor; and
  • (iv) to be effective, need not be signed by a Director who is prohibited by these Articles from voting on it, or by their alternate.

105 Committee proceedings

Proceedings of committees of the Board shall be conducted in accordance with regulations prescribed by the Board (if any). Subject to those regulations, such proceedings shall be conducted in accordance with applicable provisions of these Articles regulating the proceedings of the Board. Where the Board resolves to delegate any of its powers, authorities and discretions to a committee and such resolution states that the committee shall consist of any one or more unnamed Directors, it shall not be necessary to give notice of a meeting of such committee to any Directors other than the Director or Directors who form the committee.

106 Minutes

• (A) The Board shall cause minutes to be made of:
  • (i) all appointments of officers and committees made by the Board and of any such officer's remuneration; and
• (ii) the names of Directors present at every meeting of the Board, a committee of the Board, the Company or the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings.
• (B) Any such minutes, if purporting to be signed by the chair at which the proceedings were held or by the chair of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in them.

107 Validity of proceedings

All acts done in good faith by a meeting of the Board, or of a committee of the Board, or by a person acting as a Director, an alternate Director or a committee member shall, notwithstanding that it may be discovered afterwards that there was a defect in the appointment of any person so acting or that any of them were disqualified from holding office, 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, alternate Director or committee member and entitled to vote.

INTERESTS OF DIRECTORS

108 Directors' power to authorise conflict situations

• (A) For the purposes of section 175 of the 2006 Act, the Directors shall have the power to authorise, on such terms (including as regards duration and revocation), and subject to such limits or conditions, if any, as they may determine, any matter proposed to them in accordance with these Articles which would or might, if not so authorised, constitute or give rise to a situation (a "Relevant Situation") in which a Director (an "Interested Director") has, or can have, a direct or indirect interest which conflicts, or possibly may conflict, with the interests of the Company (including, without limitation, in relation to the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it). Any authorisation of a Relevant Situation pursuant to this Article 108 shall extend to any actual or possible conflict of interest which may reasonably be expected to arise out of the Relevant Situation so authorised.
• (B) Where Directors give authority under Article 108(A):
  • (i) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and
  • (ii) the Directors may revoke or vary such authority at any time but this will not affect anything done by the relevant Director prior to such revocation in accordance with the terms of such authority.
• (C) Any such authorisation will be effective only if:
  • (i) at the meeting of the Directors at which the Relevant Situation is considered any requirement as to quorum is met without counting the Interested Director; and
• (ii) the authorisation was agreed to without any Interested Director voting, or would have been agreed to if the votes of all Interested Directors had not been counted.
• (D) Subject to Article 108(B), any proposal made to the Directors and any authorisation by the Directors in relation to a Relevant Situation shall be dealt with in the same way as that in which any other matter may be proposed to and resolved upon by the Directors.
• (E) For the purposes of this Article 108, a conflict of interest includes a conflict of interest and duty and a conflict of duties.
• (F) An Interested Director shall be obliged:
  • (i) to disclose to the other Directors the nature and extent of their interest in any Relevant Situation, such disclosure to be made as soon as reasonably practicable; and
  • (ii) to act in accordance with any terms, limits or conditions determined by the Directors under Article 108(A).
• (G) Any authorisation of a Relevant Situation given by the Directors under Article 108(A) may provide that:
  • (i) where the Interested Director obtains (other than through their position as a Director) information that is confidential to a third party, that Interested Director will not be obliged to disclose it to the Company or to use it in relation to the Company's affairs in circumstances where to do so would amount to a breach of that confidence;
  • (ii) where the Interested Director has a direct or indirect interest in a matter which conflicts, or may conflict, with the interests of the Company, that Interested Director may absent themselves from the discussion of such matter at any meeting of the Directors and be excused from reviewing papers prepared by or for the Directors to the extent that they relate to that matter; and
  • (iii) the Interested Director be excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at Directors' meetings or otherwise) related to the matter which the Interested Director has a direct or direct interest which conflicts, or may conflict, with the interests of the Company,

and anything done (or omitted to be done) by the Interested Director in accordance with any such provision (or otherwise in accordance with the terms of any authorisation given under Article 108(A)) will not constitute a breach by them of their duties under sections 172 to 174 of the 2006 Act.

109 Director may have interests

Subject to the provisions of the statutes and provided that Article 110 is complied with, a Director, notwithstanding their office:

• (i) may enter into or otherwise be interested in any contract, arrangement, transaction or proposal with the Company or in which the Company is otherwise directly or indirectly interested, either in regard to their tenure of any office or place of profit or as vendor, purchaser or otherwise;
• (ii) may hold any other office or place of profit under the Company (except that of auditor or of auditor of a subsidiary of the Company) in conjunction with the office of Director and may act by themselves or through their firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange, either in addition to or in lieu of any remuneration provided for by any other Article;
• (iii) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with or otherwise interested in, any company promoted by the Company or in which the Company is otherwise directly or indirectly interested or as regards which the Company has any powers of appointment; and
• (iv) shall not be liable to account to the Company for any profit, remuneration or other benefit which the Director derives from:
  • (a) any such office, employment, contract, arrangement, transaction or proposal; or
  • (b) from any office or employment or from any transaction or arrangement or from any interest in any body corporate the acceptance, entry into or existence of which has been authorised by the Directors pursuant to Article 108 (subject, in any such case, to any terms, limits or conditions to which such authorisation was subject),

and no such contract, arrangement, transaction or proposal as is referred to in this Article 109 shall be avoided on the grounds of any such interest or benefit and the receipt by a Director of any such remuneration or other benefit shall not constitute a breach of their duties under section 176 of the 2006 Act.

110 Disclosure of interests to Board

• (A) A Director who, to their knowledge, is in any way (directly or indirectly) interested in any contract, arrangement, transaction or proposal with the Company shall declare the nature of their interest at the meeting of the Board at which the question of entering into the contract, arrangement, transaction or proposal is first considered, if that Director knows their interest then exists or, in any other case, at the first meeting of the Board after that Director knows that they are or have become so interested.
• (B) For the purposes of this Article and Article 108:
  • (i) a general notice given to the Board by a Director that that Director is to be regarded as having an interest (of the nature and extent specified in the notice) in any contract, transaction, arrangement or proposal in which a specified person or class of persons is interested shall be deemed to be a sufficient

disclosure under this Article in relation to such contract, transaction, arrangement or proposal; and

• (ii) an interest of which a Director has no knowledge and of which it is unreasonable to expect them to have knowledge shall not be treated as an interest of theirs.
• (C) A Director need not declare an interest pursuant to Article 110(A), or in order to take advantage of Article 108, if:
  • (i) it cannot reasonably be regarded as likely to give rise to a conflict of interest;
  • (ii) if, or to the extent that, the other Directors are already aware of it (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware); or
  • (iii) if, or to the extent that, it concerns terms of that Director's service contract that have been or are to be considered by a meeting of the Directors or by a committee of the Directors appointed for the purpose under the Company's constitution.

111 Interested Director not to vote or count for quorum

Save as provided in this Article, a Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any contract, arrangement, transaction or any other proposal whatsoever to which the Company is or is to be a party and in which that Director has an interest which (together with any interest of any person connected with that Director within the meaning of section 252 of the 2006 Act) is to that Director's knowledge a material interest otherwise than by virtue of that Director's interests in shares or debentures or other securities of or otherwise in or through the Company, unless the resolution concerns any of the following matters:

• (i) the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by that Director or any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;
• (ii) the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which that Director has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
• (iii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings in which offer that Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which that Director is to participate;
• (iv) any proposal concerning any other body corporate in which that Director (together with persons connected with that Director within the meaning of section 252 of the 2006 Act) does not to that Director's knowledge have an

interest 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 such body corporate;

• (v) any proposal relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award that Director any privilege or benefit not generally awarded to the employees to whom such arrangement relates;
• (vi) any proposal concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons who include Directors; or
• (vii) any proposal concerning any arrangement to be entered into by the Company for the provision of any indemnity in favour of any other current or former Director, alternate Director, company secretary, officer or employee of the Company or any of its subsidiary undertakings in respect of liabilities incurred by any such person in the course of that Director's office or employment with the Company or any such subsidiary undertaking (notwithstanding the fact that such Director may also be provided with an indemnity on equivalent terms).

112 Director's interest in own appointment

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

113 Chair's ruling conclusive on Director's interest

If any question arises at any meeting as to the materiality of a Director's interest (other than the chair's interest) or as to the entitlement of any Director (other than the chair) to vote or be counted in a quorum, and such question is not resolved by their voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be referred to the chair of the meeting. The chair's ruling in relation to the Director concerned shall be final and conclusive.

114 Directors' resolution conclusive on chair's interest

If any question arises at any meeting as to the materiality of the chair's interest or as to the entitlement of the chair to vote or be counted in a quorum, and such question is not resolved by the chair voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be decided by resolution of the Directors or committee members present at the meeting (excluding the chair), whose majority vote shall be final and conclusive.

115 Connected persons

For the purposes of Articles 108 to 114 (which shall apply equally to alternate Directors) an interest of a person who is for the purposes of the statutes connected (which word shall have the meaning given to it by section 252 of the 2006 Act) with a Director shall be treated as an interest of the Director.

SECRETARY

116 Secretary

• (A) Subject to the statutes, the Board shall appoint a Secretary and may appoint one or more persons to be a joint, deputy or assistant Secretary on such terms and conditions as it thinks fit. The Board may remove a person appointed pursuant to this Article from office and appoint another or others in that person's place.
• (B) Any provision of the statutes or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in the place of, the Secretary, but subject to this, anything required or authorised by the statutes or these Articles to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any assistant or deputy Secretary or, if there is no assistant or deputy Secretary capable of acting, by or to a Director authorised generally or specially for that purpose by the Board.

SEALS AND DOCUMENT AUTHENTICATION

117 Application of Seal

• (A) The Seal shall be used only by the authority of a resolution of the Board or of a committee of the Board so authorised, which resolution may include a resolution for the giving of a general authority to any Director, the Secretary, an assistant secretary or other officer of the Company to affix the Seal from time to time. The Board may determine whether any instrument to which the Seal is affixed shall be signed and, if it is to be signed, who shall sign it and by what means. The Board may also determine, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical, electronic or other means.
• (B) Every certificate or share warrant shall be issued either:
  • (i) by affixing the securities seal to it, by mechanical, electronic or other means;
  • (ii) by printing a representation of the securities seal on it, by mechanical, electronic or other means, including laser printing; or
  • (iii) in such other manner as the Board, having regard to the statutes and the regulations of the London Stock Exchange, may authorise.

118 Directors or Secretary to authenticate or certify

A Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or holders of a class of shares or the Board or any committee of the Board and any books, records, documents and accounts relating to the business of the Company, and may certify copies of or extracts from any such items as true copies or extracts. Where any books, records, documents or accounts are 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 a resolution, or an extract from the minutes of a meeting, of the Company or of the Directors or any committee of the Directors 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 such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DIVIDENDS AND OTHER PAYMENTS

119 Declaration

Subject to the statutes and these Articles, the Company may by ordinary resolution declare a dividend to be paid to members according to their respective rights and interests in the profits of the Company. No such dividend shall exceed the amount recommended by the Board and no dividend shall be paid in respect of any shares held by the Company as treasury shares.

120 Interim dividends

Subject to the statutes, the Board may pay such interim dividends (including any dividend payable at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If at any time the share capital is divided into different classes, the Board may pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividend as well as on shares conferring preferential rights, unless at the time of payment any preferential dividend is in arrears. If the Board acts in good faith, no Director shall incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer by the lawful payment of an interim dividend on any shares ranking after those with preferential rights.

121 Entitlement to dividends

Except as otherwise provided by these Articles or the rights attached to shares:

• (i) a dividend shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the nominal value of the shares on which the dividend is paid; and
• (ii) dividends shall be apportioned and paid proportionately to the amounts paid up on the nominal value of the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly.

122 Payment methods

• (A) Any dividend or other money payable in cash relating to a share can be paid:
  • (i) by inter-bank transfer or by other electronic means (including payment through CREST) directly to an account with a bank or other financial institution (or other organisations operating deposit accounts if allowed by the Company) named in a written instruction from the persons entitled to receive the payment under this Article;
  • (ii) by sending a cheque, warrant or similar financial instrument payable to the shareholder who is entitled to it by post addressed to that shareholder's registered address;
  • (iii) by sending a cheque, warrant or similar financial instrument payable to someone else named in a written instruction from the shareholder (or all joint shareholders) and sent by post to the address specified in that instruction; or
  • (iv) in some other way requested in writing by the shareholder (or all joint shareholders) and agreed with the Company.
• (B) In respect of the payment of any dividend or other money, the Directors can decide and notify shareholders that:
  • (i) one or more of the payment means described in paragraph (A) above will be used for payment and, where more than one means will be used, a shareholder (or all joint shareholders) may elect to receive payment by one of the means so notified in the manner prescribed by the Directors;
  • (ii) one or more of such means will be used for the payment unless a shareholder (or all joint shareholders) elects for another means of payment in the manner prescribed by the Directors; or
  • (iii) one or more of such means will be used for the payment and that shareholders will not be able to elect to receive the payment by any other means.
  • (iv) And for these purposes the Directors can decide that different means of payment will apply to different shareholders or groups of shareholders.
• (C) If:
  • (i) a shareholder (or all joint shareholders) does not specify an address, or does not specify an account of a type prescribed by the Directors, or does not specify other details, and in each case that information is necessary in order to make a payment of a dividend or other money in the way in which under this Article the Directors have decided that the payment is to be made or by which the shareholder (or all joint shareholders) has validly elected to receive the payment; or

(ii) payment cannot be made by the Company using the information provided by the shareholder (or all joint shareholders),

then the dividend or other money will be treated as unclaimed for the purposes of these Articles.

• (D) For joint shareholders or persons jointly entitled to shares by law, payment can be made to the shareholder whose name stands first in the register. The Company can rely on a receipt for a dividend or other money paid on shares from any one of them on behalf of all of them.
• (E) Cheques, warrants and similar financial instruments are sent, and payment in any other way is made, at the risk of the person who is entitled to the money. The Company is treated as having paid a dividend if the cheque, warrant or similar financial instrument is cleared or if a payment is made through CREST, bank transfer or other electronic means. The Company will not be responsible for a payment which is lost or delayed.
• (F) Dividends can be paid to a person who has become entitled to a share by law as if that person were the holder of the share.
• (G) The Board may, at its discretion, make provisions to enable a depositary and/or any member as the Board shall from time to time determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment thereof shall be on such terms and conditions as the Board may in its absolute discretion determine.

123 Deductions

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

124 Interest

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

125 Unclaimed dividends

All unclaimed dividends or other monies payable by the Company in respect of a share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The payment of any unclaimed dividend or other amount payable by the Company in respect of a share into a separate account shall not constitute the Company a trustee in respect of it. Any dividend unclaimed after a period of twelve (12) years from the date the dividend became due for payment shall be forfeited and shall revert to the Company.

126 Uncashed dividends

If, in respect of a dividend or other amount payable in respect of a share:

• (i) a cheque, warrant or money order is returned undelivered or left uncashed; or
• (ii) a transfer made by or through a bank transfer system and/or other funds transfer system(s) (including the Uncertificated System) fails or is not accepted,

on two consecutive occasions, or one occasion and reasonable enquiries have failed to establish another address or account of the person entitled to the payment, the Company shall not be obliged to send or transfer a dividend or other amount payable in respect of such share to such person until that person notifies the Company of an address or account to be used for such purpose.

127 Dividends in kind

A general meeting declaring a dividend may, on the recommendation of the Board, direct that it shall be satisfied wholly or partly by the distribution of assets (including paid up shares or securities of any other body corporate). Where any difficulty arises concerning such distribution, the Board may settle it as it thinks fit. In particular, the Board may:

• (i) issue fractional certificates or ignore fractions;
• (ii) fix the value for distribution of any assets, and may determine that cash shall be paid to any member on the footing of the value so fixed in order to adjust the rights of members; and
• (iii) vest any assets in trustees on trust for the persons entitled to the dividend.

128 Scrip dividends

• (A) The Board may, with the prior authority of an ordinary resolution and subject to such terms and conditions as the Board may determine, offer any holders of Ordinary Shares the right to elect to receive Ordinary Shares (excluding any Ordinary Share held as a treasury share), credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution, subject to the statutes and to the provisions of this Article.
• (B) An ordinary resolution under paragraph (A) of this Article may specify a particular dividend (whether or not declared), or may specify all or any dividends declared within a specified period, but such period may not end later than the beginning of the third annual general meeting next following the date of the meeting at which the ordinary resolution is passed.
• (C) The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be the cash amount, disregarding any tax credit, (or as near to such cash amount as the Board considers appropriate) that such holder would have received by way of dividend. For this purpose, "relevant value" shall be calculated by reference to the average of the middle market quotations for the Ordinary Shares on the London Stock Exchange as derived from the London Stock Exchange Daily Official List or such other source as the Board considers appropriate for the day on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by or in accordance with the ordinary resolution. A written confirmation or

report by the Auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount.

• (D) The Board may make any provision it considers appropriate in relation to an allotment made or to be made pursuant to this Article (whether before or after the passing or the ordinary resolution referred to in paragraph (A) of this Article), including:
  • (i) the giving of notice to holders of the right of election offered to them;
  • (ii) the provision of forms of election and/or a facility and a procedure for making elections through the Uncertificated System (whether in respect of a particular dividend or dividends generally);
  • (iii) determination of the procedure for making and revoking elections;
  • (iv) the place at which, and the latest time by which, forms of election and other relevant documents must be received in order to be effective;
  • (v) the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned); and
  • (vi) the exclusion from any offer of any holders of Ordinary Shares where the Board considers that the making of the offer to them would or might involve the contravention of any law or that for any other reason the offer should not be made to them.
• (E) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which a valid election has been made ("the elected Ordinary Shares"). Instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined under this Article. For such purpose, the Board may capitalise out of any amount for the time being standing to the credit of any reserve or fund of the Company (including any share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of new Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis.
• (F) The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully paid Ordinary Shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other entitlement which has been declared, paid or made by reference to such record date.
• (G) The Board may:
  • (i) do all acts and things which it considers necessary or expedient to give effect to any such capitalisation, and may authorise any person to enter on behalf of

all the members interested into an agreement with the Company providing for such capitalisation and incidental matters and any agreement so made shall be binding on all concerned;

• (ii) establish and vary a procedure for election mandates in respect of future rights of election and determine that every duly effected election in respect of any Ordinary Shares shall be binding on every successor in title to the holder of such shares; and
• (iii) terminate, suspend or amend any offer of the right to elect to receive Ordinary Shares in lieu of any cash dividend at any time and generally implement any scheme in relation to any such offer on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme.

129 Reserves

The Board may set aside out of the profits of the Company and carry to reserve such sums as it thinks fit. Such sums standing to reserve may be applied, at the Board's discretion, 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 in such investments as the Board thinks fit. The Board may divide the reserve into such special funds as it thinks fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as it thinks fit. The Board may also carry forward any profits without placing them to reserve.

130 Capitalisation of profits and reserves

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

• (i) subject to this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not available for distribution) or any sum standing to the credit of any reserve or fund of the Company (including any share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution;
• (ii) appropriate the sum resolved to be capitalised to the holders of Ordinary Shares in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, unpaid on any shares held by them respectively, or in paying up in full new shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those holders of Ordinary Shares or as the Board may direct, in those proportions, or partly in one way and partly in the other, but so that the share premium account, the capital redemption reserve and any profits or reserves which are not available for distribution may, for the purposes of this Article, only be applied in paying up new shares to be allotted to members credited as fully paid and, unless the relevant ordinary resolution specifies otherwise, if on the relevant record date

the Company holds Ordinary Shares as treasury shares, then the Company is to be treated as if it were entitled to receive such distribution in respect of those treasury shares as would have been payable if a person other than the Company had held those treasury shares;

• (iii) resolve that any shares so allotted to any member in respect of a holding by that member of any partly paid shares shall, so long as such shares remain partly paid, rank for dividend only to the extent that such partly paid shares rank for dividend;
• (iv) make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of fractions to the Company rather than to the holders concerned) or by payment in cash or otherwise as the Board may determine in the case of shares or debentures becoming distributable in fractions;
• (v) authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for either:
  • (a) the allotment to them respectively, credited as fully paid, of any further shares or debentures to which they are entitled on such capitalisation; or
  • (b) the payment up by the Company on behalf of such members by the application thereto of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares,

and so that any such agreement shall be binding on all such members; and

(vi) generally do all acts and things required to give effect to such resolution.

RECORD DATES

131 Board to fix date

Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject to the statutes and paragraph (F) of the Article headed "Communications to and from members", the Board may fix any date ("the record date") as the date at the close of business (or such other time as the Board may decide) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. A record date may be on or at any time before any date on which such item is paid, made, given or served or (in the case of any dividend, distribution, interest, allotment or issue) on or at any time before or after any date on which such item is recommended, resolved, declared or announced.

ACCOUNTS

132 Access to accounting records

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

133 Strategic Reports with Supplementary Material

The Company can send or supply copies of its strategic reports with supplementary material to its shareholders instead of copies of its full reports and accounts.

COMMUNICATIONS

134 Notices to be in writing

Any notice to be given to or by any person pursuant to these Articles shall be in writing, unless otherwise provided elsewhere in these Articles, except that a notice calling a meeting of the Board need not be in writing.

135 Communications to and from members

• (A) Subject to the statutes and unless otherwise provided for in these Articles, the Company may send or supply any document or information that is required or authorised to be sent or supplied by it to a member or any other person by the statutes or pursuant to these Articles or to any other rules or regulations to which the Company may be subject in such form and by such means, including by electronic means and/or by making it available on a website or otherwise, as the Company may determine. The Company Communications Provisions shall be deemed to apply, to the extent relevant, to the sending or supply of any such document or information that is required or authorised to be sent or supplied pursuant to these Articles or any such rules or regulations. At any time the Company may choose at its sole discretion to send any document or information in hard copy form alone to some or all members.
• (B) Subject to the statutes and unless otherwise provided for in these Articles, any document or information which is to be sent or supplied to the Company by or on behalf of any member or any person entitled by transmission to a share shall be sent or supplied in such form(s) and by such means as the Company may determine, provided that:
  • (i) such form(s) and means are permitted by the statutes, if applicable, for the purpose of sending or supplying a document or information of the type concerned pursuant to the Company Communications Provisions; and
  • (ii) any applicable condition or limitation specified in the statutes (including as to the address to which the document or information may be sent) is satisfied, unless otherwise permitted by the Board.
• (C) 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 Board. The Board 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. Where a document or information is sent or supplied to the Company by one person on behalf of another, the Company may require such evidence of the former's authority to act on the latter's behalf as the Directors decide is reasonable.

• (D) Anything which would need (but for this Article) to be agreed or specified by the joint holders of a share with regard to any notice, document or information to be sent or supplied by the Company shall be taken for all purposes 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 of Members in respect of the share. 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 of Members in respect of the share, to the exclusion of the other joint holders. For the purposes of this Article, a joint holder having no registered address in the United Kingdom and not having supplied a service address within the United Kingdom may, subject to the statutes, be disregarded. This Article shall have effect in place of the Company Communications Provisions regarding joint holders of shares.
• (E) Subject to the statutes, the Company shall not be required to send notices, documents or information to a member:
  • (i) who (having no registered address within the United Kingdom) has not supplied to the Company a service address within the United Kingdom; or
  • (ii) if on two consecutive occasions any notice, document or other information served on or sent or supplied to such a member has been returned undelivered until the member shall have communicated with the Company and supplied to the Company (or its agent) a new registered address within the United Kingdom, or a service address within the United Kingdom for the service of notices and the despatch or supply of documents and other information. For these purposes, any notice, document or other information sent by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents).
• (F) Any notice or other document to be given to a member may be given by reference to the Register of Members as it stands at any time within the period of twenty-one (21) days before the day that the notice is given or (where and as applicable) within any other period permitted by the statutes. No change in the Register of Members after that time shall invalidate the giving of such notice or document or require the Company to give such item to any other person.

136 Notices by advertisement

(A) If by reason of the suspension or curtailment of postal services in the United Kingdom or otherwise the Company is unable to give notice by post in hard copy form of a general meeting then such notice shall be deemed to have been given to all members entitled to receive such notice in hard copy form if it is advertised in at least two leading daily newspapers widely circulated in the country in which the Company's registered office

is located. Such notice shall be deemed to have been duly served on all members entitled to receive notice of such general meeting at noon on the day on which the first of such advertisement appears. In any such case the Company shall:

• (i) make such notice available on an appropriate website of the Company from the date of such advertisement until the conclusion of the meeting; and
• (ii) send confirmatory copies of the notice to those members by post in hard copy form if, at least seven days before the meeting, the posting of notices to addresses throughout the United Kingdom again becomes practicable.
• (B) Any notice (other than a notice of general meeting) to be given by the Company to the members or any of them, and not otherwise provided for by these Articles, shall be sufficiently given if given by advertisement in at least one leading daily newspaper widely circulated in the country in which the Company's registered office is located. Any notice given by advertisement in accordance with this Article shall be deemed to have been served at noon on the day on which the advertisement first appears.

137 Evidence of receipt

• (A) Any notice, document or information (including a share certificate) which is sent or supplied by the Company:
  • (i) 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 twenty-four (24) hours (or, where first class mail is not used, fortyeight (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;
  • (ii) by electronic means shall be deemed to have been received by the intended recipient twenty-four (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; and
  • (iii) 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.
• (B) Any accidental failure on the part of the Company 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. This Article shall have effect in place of the Company Communications Provisions relating to deemed delivery of notices, documents or information.
• (C) For the purposes of calculating the time when any notice, document or information sent or supplied by the Company is deemed to have been received by the intended recipient for the purposes of these Articles (regardless of whether the period is expressed in

hours or days) full account shall be taken of any day, and any part of a day, that is not a working day. This Article shall have effect in place of the Company Communications Provisions regarding the calculation of the time when any such notice, document or information is deemed to have been received by the intended recipient.

138 Notice binding on transferees

A person who becomes entitled to a share by transfer, transmission or otherwise shall be bound by any notice in respect of that share (other than a section 793 notice) which, before their name is entered in the Register of Members, has been given to the person from whom they derive their title.

139 Notice to persons entitled by transmission

• (A) Any notice, document or other information may be given by the Company to any person who claims to be entitled by transmission to a share in consequence of the death or bankruptcy of a member or otherwise by sending or delivering such notice, document or information in any manner authorised by these Articles, addressed to that person by name, or by the title of representative of the deceased or trustee of the bankrupt or by any similar or equivalent description, provided that such person who claims to be entitled to a share shall first supply to the Company:
  • (i) such evidence as the Board may reasonably require to show their title to the share; and
  • (ii) a service address in the United Kingdom.
• (B) 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 them) in the share.
• (C) Until the information required under paragraph (A) of this Article has been so supplied, any notice, document or other information may be given in any manner in which it might have been given if the event giving rise to the transmission had not occurred. The giving of notice in accordance with this Article shall be sufficient notice to all other persons interested in the share. 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.

DOCUMENT DESTRUCTION

140 Document destruction

• (A) The Company may destroy:
  • (i) any share certificate or other evidence of title to shares which has been cancelled at any time after one year from the date of such cancellation;
  • (ii) any mandate for the payment of dividends or other amounts or any variation or cancellation of such mandate or any other instruction concerning the payment of monies or any notification of change of name or address at any time after

two years from the date such mandate, variation, cancellation or notification was recorded by the Company;

• (iii) any instrument or other evidence of transfer of shares or renunciation of an allotment of shares which has been registered at any time after six years from the date of registration;
• (iv) any proxy form which has been used for a poll, at any time after one year from the date on which the poll was taken;
• (v) any proxy form which has not been used for a poll, after one month from the general meeting or class meeting to which it relates; and
• (vi) any other document on the basis of which an entry in the Register is made at any time after six years from the date an entry in the Register was first made in respect of it,

and the Company may destroy any such document earlier than the relevant date, provided that a permanent record of the document is made (on microfilm, computer disc or otherwise) which is not destroyed before that date.

• (B) It shall be conclusively presumed in favour of the Company that every entry in the Register of Members purporting to have been made on the basis of a document destroyed in accordance with this Article was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was valid and was duly cancelled and that every other document so destroyed was valid and effective in accordance with the recorded particulars in the records of the Company, provided that:
  • (i) this Article shall apply only to the destruction of a document in good faith and without express notice of any claim (regardless of the parties to it) to which the document might be relevant;
  • (ii) nothing in this Article imposes on the Company any liability in respect of the destruction of any such document otherwise than as provided for in this Article which would not attach to the Company in the absence of this Article; and
  • (iii) references in this Article to the destruction of any document include references to the disposal of it in any manner.

WINDING UP

141 Division of assets

(A) On a winding up of the Company and subject to the statutes, the Company's assets available for distribution shall be divided among the members in proportion to the nominal amounts of capital paid up or credited as paid up on the shares held by them, subject to the terms of issue of or rights attached to any shares.

(B) On a winding up of the Company (whether voluntary, under supervision or by the Court) the liquidator may, on obtaining any sanction required by law, divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds. For this purpose the liquidator may set the value they deem fair on a class or classes of property, and may determine on the basis of such valuation and in accordance with the then existing rights of members how the division is to be carried out between members or classes of members. The liquidator may not, however, distribute to a member without that member's consent an asset to which there is attached a liability or potential liability for the owner.

INDEMNITY

142 Right to indemnity and insurance

Subject to the statutes, the Company may:

• (i) indemnify any Director or any director of any associated company against any liability pursuant to any qualifying third party indemnity provision or any qualifying pension scheme indemnity provision, or on any other basis as is then lawful, in each case on such terms as the Board may decide; and
• (ii) purchase and maintain for any Director or any director of any associated company insurance against any liability.

In this Article "qualifying third party indemnity provision", "qualifying pension scheme provision" and "associated company" have meanings that they have in Part 10 of the 2006 Act.

CHANGE OF NAME

143 Board's power to change the Company's name

The Company may change its name by the Board passing a resolution approving the change, subject to the change becoming effective on the date on which a new certificate of incorporation is issued pursuant to the statutes.