Alphawave IP Group PLC

Registration Form • Sep 10, 2025

No. 13073661

The Companies Act 2006

Company Limited by Shares

ARTICLES OF ASSOCIATION

of

ALPHAWAVE IP GROUP PLC

Linklaters

Linklaters LLP One Silk Street London EC2Y 8HQ

Telephone (44-20) 7456 2000 Facsimile (44-20) 7456 2222

Ref L-304970

The Companies Act 2006

Company Limited by Shares

Articles of Association

adopted by special resolution passed on 5 August 2025

of

ALPHAWAVE IP GROUP PLC (the "Company")

Preliminary

1

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

2 Interpretation

In these Articles (if not inconsistent with the subject or context) the provisions of this Article 2 apply:

address	means any address or number (including, in the case of any Uncertificated Proxy Instruction, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website;
Annual General Meeting	means a General Meeting held as the Company's annual general meeting in accordance with Section 336 of the Companies Act 2006;
Board	means the board of Directors of the Company;
clear days	means a period of notice of the specified length excluding the day of the meeting and the day on which the notice is given (or deemed to be given);
combined physical and electronic General Meeting	means a General Meeting convened and held in accordance with these Articles and which persons may attend either at a physical place of meeting or via an electronic platform;
Companies Acts	shall have the same meaning as in Section 2 of the Companies Act 2006 in so far as they apply to the Company;

Company Communications Provisions	shall have the same meaning as in Section 1143 of the Companies Act 2006;
CREST Regulations	means The Uncertificated Securities Regulations 2001;
Directors	means the directors of the Company;
electronic form	shall have the same meaning as in the Company Communications Provisions;
electronic means	shall have the same meaning as in the Company Communications Provisions;
electronic platform	means any form of electronic platform or facility and includes, without limitation, website addresses, application technology and conference call systems;
General Meeting	means any general meeting of the Company, including any general meeting held as the Company's Annual General Meeting and whether held as a physical General Meeting or as a combined physical and electronic General Meeting;
hard copy form	shall have the same meaning as in the Company Communications Provisions;
in writing	means written or produced by any substitute for writing (including anything in electronic form) or partly one and partly another;
Legislation	means the Companies Acts, the CREST Regulations and every other enactment for the time being in force concerning companies and affecting the Company;
London Stock Exchange	means London Stock Exchange plc;
month	means calendar month;
Office	means the registered office of the Company for the time being;
Operator	means Euroclear UK & Ireland Limited or such other person as may for the time being be approved by H.M. Treasury as Operator under the CREST Regulations:
Operator-instruction	means a properly authenticated dematerialised instruction attributable to the Operator;
paid	means paid or credited as paid;
person entitled	means, in relation to a share, a person entitled to that share by reason of the death or bankruptcy of a member or otherwise by operation of law;
	physical General Meeting means any General Meeting which persons may attend only at a physical place of meeting;

present	means, for the purposes of a physical General Meeting, present at a physical place of meeting or, for the purposes of a combined physical and electronic General Meeting, either present at a physical place of meeting or present by attending via an electronic platform;
Register	means the register of members of the Company;
relevant system	means a computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the CREST Regulations;
Seal	means the common seal of the Company;
Secretary	means the secretary of the Company and any person appointed by the Directors to perform any of the duties of the secretary including, but not limited to, a joint, assistant or deputy secretary;
Securities Seal	means an official seal kept by the Company for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued, as permitted by the Companies Acts;
these Articles	means these Articles of Association as from time to time altered:
Transfer Office	means the place where the Register is situated for the time being;
Uncertificated Proxy Instruction	means a properly authenticated dematerialised instruction, and/or other instruction or notification, sent by means of a relevant system to a participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system);
United Kingdom	means the United Kingdom of Great Britain and Northern Ireland; and
year	means calendar year.

• 2.1 Any reference to issued shares of any class (whether of the Company or of any other company) shall not include any shares of that class held as treasury shares except where the contrary is expressly provided.
• 2.2 Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine. Words denoting persons shall include bodies corporate and unincorporated associations.
• 2.3 References to an Article are to a numbered paragraph of these Articles.
• 2.4 The words "including" and "include" and words of similar effect shall not be deemed to limit the general effect of the words which precede them.
• 2.5 References to any statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force (whether coming into force before or after the date of adoption of these Articles).
• 2.6 References to a share (or to a holding of shares) being in certificated or uncertificated form are references, respectively, to that share being a certificated or an uncertificated unit of a security for the purposes of the CREST Regulations.
• 2.7 Subject to Article 28.2, the provisions of these Articles relating to General Meetings and to the proceedings at such meetings shall apply to separate meetings of a class of shareholders.
• 2.8 References to a person being present at a General Meeting include a person present by corporate representative.
• 2.9 Except as provided above, any words or expressions defined in the Companies Acts or the CREST Regulations shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.

3 Liability of members

The liability of each member is limited to the amount (if any) for the time being unpaid on the shares held by that member.

Shares

বা Shares and special rights

• 4.1 Without prejudice to any rights attached to any existing shares, the Company may issue shares with such rights or restrictions as determined by either the Company by ordinary resolution or, if the Company passes a resolution to so authorise them, the Directors.
• 4.2 The Company may issue any shares which are to be redeemed, or are liable to be redeemed at the option of the Company or the holder and the Directors may determine the terms, conditions and manner of redemption of any such shares.

5 Commissions on issue of shares

Subject to the Legislation, the Company may pay a commission to any person who (i) subscribes or agrees to subscribe for shares or (ii) procures or agrees to procure subscriptions for shares, in each case either conditionally or unconditionally. Such payment may be in cash, by allotting fully or partly paid shares or other securities, or partly in one way and partly in the other.

6 Reduction of capital

The Company may by special resolution reduce its share capital, share premium account, capital redemption reserve or redenomination reserve in any way permitted by the Legislation.

7 Fractions arising on consolidation or subdivision

• 7.1 Whenever as a result of a subdivision or consolidation of shares any members would become entitled to fractions of a share, the Directors may:
  • 7.1.1 sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Legislation, the Company);
  • 7.1.2 distribute the net proceeds of sale in due proportion among those members; and
  • 7.1.3 authorise any person to execute an instrument to transfer the shares to the purchaser or its nominee.
• 7.2 The transferee of the shares has no obligation to ensure that the purchase money is distributed in accordance with this Article 7.
• 7.3 The transferee's title to the shares shall not be affected by any irregularity in or invalidity of the sale proceedings.
• 7.4 Where any member's entitlement to a portion of the proceeds of sale amounts to less than £5, that member's portion may, at the Directors' discretion, be distributed to an organisation which is a charity for the purposes of the law of England and Wales.

Capitalisation of profits and reserves 8

• 8.1 If so authorised by an ordinary resolution, the Directors may:
  • 8.1.1 capitalise any sum standing to the credit of any of the Company's reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve); and
  • 8.1.2 capitalise any sum standing to the credit of the profit and loss account that is not required for payment of any preferential dividend.
• 8.2 Unless the ordinary resolution passed in accordance with Article 8.1 states otherwise, the Directors shall set aside such capitalised sum:
  • 8.2.1 for the holders of Ordinary Shares ("entitled members"); and
  • 8.2.2 in proportion to the number of Ordinary Shares held by them on the date that the resolution is passed in accordance with Article 8.1 or such other date as set out in or calculated in accordance with such resolution, or in such other proportions as stated, or fixed as stated, in the resolution.
• 8.3 to any special rights previously conferred on any shares or class of shares, new shares of any other class). The Company shall then allot such shares credited as fully paid to the entitled members or as they may direct. For the purposes of this Article 8.3, unless the ordinary resolution passed in accordance with Article 8.1 provides otherwise, if the Company holds treasury shares on the date determined in accordance with Article 8.2.2:
  • 8.3.1 it shall be treated as an entitled member; and
  • 8.3.2 all Ordinary Shares held by it as treasury shares shall be included in determining the proportions in which the capitalised sum is set aside.
• 8.4 To the extent a capitalised sum is appropriated from profits available for distribution, it may also be applied:
  • 8.4.1 in or towards paying up any amounts unpaid on existing shares held by the entitled members; or
  • 8.4.2 in paying up new debentures of the Company which are then allotted credited as fully paid to the entitled members or as they may direct; or
  • 8.4.3 in or as a combination of the two.
• 8.5 The Directors may:
  • 8.5.1 make such provisions as they think fit for any fractional entitlements which might arise on a capitalisation (including to disregard fractional entitlements or for the benefit of them to accrue to the Company); and
  • 8.5.2 authorise any person to enter into an agreement with the Company on behalf of all of the entitled members in relation to the issue of shares or debentures pursuant to this Article 8. Any agreement made under such authority shall be binding on the entitled members.

ு Only absolute interests recognised

Except as required by law and these Articles, the Company is not obliged to recognise any person as holding any share upon any trust nor any other right in respect of any share, except the holder's absolute right to the share and the rights attaching to it.

Share Certificates

10 Issue of share certificates

• 10.1 The Company shall issue a share certificate to every person whose name is entered in the Register in respect of shares in certificated form, except where the Legislation allows the Company not to issue a certificate.
• 10.2 Subject to Article 12, the Company shall issue share certificates without charge.
• 10.3 The Company shall issue certificates within the time limit prescribed by the Legislation or, if earlier, within any time limit specified in the terms of the shares or under which they were issued.
• 10.4 Where shares are held jointly by several persons, the Company is not required to issue more than one certificate in respect of those shares, and delivery of a certificate to one joint holder shall be sufficient delivery to them all.
• 10.5 Each certificate must be in respect of one class of shares only. If a member holds more than one class of shares, separate certificates must be issued to that member in respect of each class.

11 Form of share certificate

11.1 Every share certificate shall be executed by the Company by affixing the Seal or the Securities Seal (or, in the case of shares on a branch register, an official seal for use in the relevant territory) or otherwise in any manner permitted by the Legislation.

11.2 Every share certificate shall specify the number and class of shares to which it relates, the nominal value of those shares, the amount paid up on them and any distinguishing numbers assigned to them.

12 Replacement of share certificates

• 12.1 A member who has separate certificates in respect of shares of one class may request in writing that it be replaced with a consolidated certificate. The Company may comply with such request at its discretion.
• 12.2 A member who has a consolidated share certificate may request in writing that it be replaced with two or more separate certificates representing the shares in such proportions as the member may specify. The Company may comply with such request at its discretion.
• 12.3 If a share certificate is damaged or defaced or alleged to have been lost, stolen or destroyed, the member shall be issued a new certificate representing the same shares upon request.
• 12.4 No new certificate will be issued pursuant to this Article 12 unless the relevant member has:
  • 12.4.1 first delivered the old certificate or certificates to the Company for cancellation; or
  • 12.4.2 complied with such conditions as to evidence and indemnity as the Directors may think fit; and
  • 12.4.3 paid such reasonable fee as the Directors may decide.
• 12.5 In the case of shares held jointly by several persons, any request pursuant to this Article 12 may be made by any one of the joint holders.

13 Consolidated and balance share certificates

• 13.1 If a member's holding of shares of a particular class increases, the Company must issue that member with either:
  • 13.1.1 a consolidated certificate in respect of all of the shares of that class held by that member: or
  • 13.1.2 a separate certificate in respect of only the number of shares of that class by which that member's holding has increased.
• 13.2 If some only of the shares comprised in a share certificate are transferred, or the member's holding of those shares is otherwise reduced, the Company shall issue a new certificate for the balance of such shares.
• 13.3 No new certificate will be issued pursuant to this Article 13 unless the relevant member has:
  • 13.3.1 first delivered any old certificate or certificates that represent any of the same shares to the Company for cancellation; or
  • 13.3.2 complied with such conditions as to evidence and indemnity as the Directors may think fit; and
  • 13.3.3 paid such reasonable fee as the Directors may decide.

Shares not held in Certificated Form

14 Uncertificated shares

• 14.1 In this Article 14, "the relevant rules" means:
  • 14.1.1 any applicable provision of the Legislation about the holding, evidencing of title to, or transfer of shares other than in certificated form; and
  • 14.1.2 any applicable legislation, rules or other arrangements made under or by virtue of such provision.
• 14.2 The provisions of this Article 14 have effect subject to the relevant rules.
• 14.3 To the extent any provision of the Articles is inconsistent with the applicable relevant rules, it must be disregarded.
• 14.4 Any share or class of shares of the Company may be issued or held on such terms, or in such a way, that:
  • 14.4.1 title to it or them is not, or must not be, evidenced by a certificate; or
  • 14.4.2 it or they may or must be transferred wholly or partly without a certificate.
• 14.5 The Directors have power to take such steps as they think fit in relation to:
  • 14.5.1 the evidencing of and transfer of title to uncertificated shares (including in connection with the issue of such shares);
  • 14.5.2 any records relating to the holding of uncertificated shares;
  • 14.5.3 the conversion of certificated shares into uncertificated shares; or
  • 14.5.4 the conversion of uncertificated shares into certificated shares.
• 14.6 The Company may by notice to the holder of a share require that share:
  • 14.6.1 if it is uncertificated, to be converted into certificated form; and
  • 14.6.2 if it is certificated, to be converted into uncertificated form,

to enable it to be dealt with in accordance with the Articles.

• 14.7 If:
  • 14.7.1 the Articles give the Directors power to take action, or require other persons to take action, in order to sell, transfer or otherwise dispose of shares; and
  • 14.7.2 uncertificated shares are subject to that power, but the power is expressed in terms which assume the use of a certificate or other written instrument,

the Directors may take such action as is necessary or expedient to achieve the same results when exercising that power in relation to uncertificated shares.

14.8 The Directors may take such action as they consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertificated share or otherwise to enforce a lien in respect of it. This may include converting such share to certificated form.

• 14.9 Unless the Directors resolve otherwise, shares which a member holds in uncertificated form must be treated as separate holdings from any shares which that member holds in certificated form.
• 14.10 A class of shares must not be treated as two classes simply because some shares of that class are held in certificated form and others are held in uncertificated form.

Calls on Shares

15 Sums due on shares

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

16 Power to differentiate between holders

On the allotment of shares, the Directors may provide that the amount of calls to be paid on those shares and the times of payment are different for different holders of those shares.

17 Calls

• 17.1 Subject to the terms of allotment of the shares, the Directors may make a "call" by requiring a member to pay to the Company any money that is payable on the shares such member holds as at the date of the call.
• 17.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.
• 17.3 Notice of a call must be given to the relevant member and may specify the time or times and place where payment is required to be made.
• 17.4 A call may be made payable by instalments.
• 17.5 A member must pay to the Company the amount called on such member's shares at the time or times and place specified, but is not required to do so until 14 days have passed since the notice of call was sent.
• 17.6 A call may be wholly or partly revoked or postponed at any time before payment of it is made, as the Directors may decide.

18 Liability for calls

• 18.1 The joint holders of a share shall be jointly and severally liable to pay all calls in respect of such share.
• 18.2 A person on whom a call is made remains liable for the call notwithstanding the subsequent transfer of the shares in respect of which the call was made.

19 Interest on overdue amounts

• 19.1 If a sum called in respect of a share is not paid by the time it is due for payment, the member from whom the sum is due shall pay interest on the time payment was due to the time of actual payment at such rate as the Directors may reasonably decide.
• 19.2 The Directors may waive payment of such interest wholly or in part at their discretion.
• 19.3 No dividend or other payment or distribution in respect of any share in relation to which the call remains unpaid shall be paid or distributed, and no other rights which would otherwise normally be exercisable in accordance with these Articles may be exercised by a holder of any share, so long as any such sum or any interest or expenses payable in accordance with this Article in relation thereto remains due.

20 Payment of calls in advance

• 20.1 Any member may pay to the Company all or any part of the amount (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by such member. The Directors may accept or refuse such payment, as they think fit.
• 20.2 Any payment in advance of calls shall, to the extent of such payment, extinguish the liability upon the shares in respect of which it is made.
• 20.3 No payment made in advance of calls shall entitled the holder of a share in respect thereof to any portion of a dividend or other payment or distribution subsequently declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
• 20.4 The Company may pay interest upon the money so received (until the same would but for such advance become payable) at such rate as the member paying such sum and the Directors may agree.

Forfeiture and Lien

21 Notice on failure to pay a call

• 21.1 If a member fails to pay in full any call or instalment of a call on or before the due date for payment, the Directors may at any time serve a notice in writing on such member requiring payment of:
  • 21.1.1 so much of the call or instalment as is due but unpaid;
  • 21.1.2 any interest which may have accrued on the unpaid amount; and
  • 21.1.3 any expenses incurred by the Company by reason of such non-payment.
• 21.2 The notice shall state:
  • 21.2.1 a date (not being less than seven days from the date of service of the notice) on or before which the payment is to be made;
  • 21.2.2 the place where the payment is to be made; and
  • 21.2.3 that, in the event of non-payment, the shares on which the call has been made will be liable to be forfeited.

22 Forfeiture for non-compliance

• 22.1 If the requirements of any notice given pursuant to Article 21 are not complied with and all calls and interest and expenses due in respect of such share remain unpaid, any share in respect of which such notice has been given may be forfeited by a resolution of the Directors to that effect.
• 22.2 Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture.
• 22.3 The Directors may accept a surrender of any share liable to be forfeited pursuant to this Article 22.

23 Disposal of forfeited shares

• 23.1 A share forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to any person (including the person who was, before such forfeiture or surrender, the holder of that share or entitled to it) on such terms and in such manner as the Directors shall think fit.
• 23.2 At any time before a sale, re-allotment or disposal, the forfeiture or surrender may be cancelled on such terms as the Directors think fit.
• 23.3 The Directors may authorise any person to transfer a forfeited or surrendered share pursuant to this Article 23.

24 Holder to remain liable despite forfeiture

• 24.1 A person whose shares have been forfeited or surrendered shall:
  • 24.1.1 cease to be a member in respect of those shares;
  • 24.1.2 in the case of shares held in certificated form, surrender to the Company for cancellation the certificate for such shares; and
  • 24.1.3 remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by such person to the Company in respect of the shares, together with interest on such sum at a rate of 15 per cent per annum (or such lower rate as the Directors may decide) from the date of forfeiture or surrender until the date of actual payment.
• 24.2 The Directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal. They may also waive payment in whole or in part.

25 Lien on partly-paid shares

• 25.1 The Company shall have a lien on every share that is not fully-paid for all moneys in respect of the share's nominal value, or any premium at which it was issued, that have not been paid to the Company and are payable immediately or at a fixed time in the future, whether or not a call has been made on such sums.
• 25.2 The Company's lien over a share takes priority over the rights of any third party and extends to any dividends or other sums payable by the Company in respect of that share (including any sale proceeds if that share is sold by the Company pursuant to these Articles).

25.3 The Directors may waive any lien which has arisen and may resolve that any share shall be exempt wholly or partially from the provisions of this Article 25 for such period as the Directors decide.

26 Sale of shares subject to lien

• 26.1 The Company may sell, in such manner as the Directors decide, any share in respect of which an enforcement notice has been given if that notice has not been complied with.
• 26.2 An enforcement notice:
  • 26.2.1 may only be given if a sum in respect of which the lien exists is due and has not been paid:
  • 26.2.2 must specify the share concerned;
  • 26.2.3 must require payment of the sum due on a date not less than 14 days from the date of the notice;
  • 26.2.4 must be addressed to the holder of, or person entitled to, that share; and
  • 26.2.5 must give notice of the Company's intention to sell the share if the notice is not complied with.
• 26.3 For the purpose of giving effect to any such sale, the Directors may authorise any person to transfer the shares sold to the purchaser or its nominee.
• 26.4 The person on whom such an enforcement notice is served shall be prohibited from disposing of or otherwise dealing with any of the shares in question from the date of service of such notice pending such sale
• 26.5 The net proceeds of such sale (after payment of the sale and of enforcing the lien) shall be applied:
  • 26.5.1 first, in or towards payment or satisfaction of the amount in respect of which the lien exists, to the extent that amount was due on the date of the enforcement notice; and
  • 26.5.2 secondly, to the person entitled to the shares immediately prior to the sale, provided that:
    • (i) that person has first delivered the certificate or certificates in respect of the shares sold to the Company for cancellation or complied with such conditions as to evidence and indemnity as the Directors may think fit; and
    • (ii) existed upon the shares prior to the sale) in respect of sums which become or became due after the date of the enforcement notice in respect of the shares sold.
• 26.6 The transferee of the shares has no obligation to ensure that the purchase money is distributed in accordance with the Articles.
• 26.7 The transferee's title to the shares shall not be affected by any irregularity in or invalidity of the forfeiture, surrender or sale proceedings.
• 26.8 Neither the Company nor any of its officers or agents shall be liable for any shortfall or alleged shortfall in the sale proceeds.

27 Evidence of forfeiture

A statutory declaration that the declarant is a Director or the Secretary and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. Subject to compliance with any other transfer formalities required by the Articles or by law, such declaration shall constitute a good title to the share.

Variation of Rights

28 Manner of variation of rights

• 28.1 Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may be varied or abrogated:
  • 28.1.1 with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the class, excluding any shares held as treasury shares; or
  • 28.1.2 with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class (but not otherwise),

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

• 28.2 The provisions of these Articles relating to General Meetings and to the proceedings at such meetings shall apply to separate meetings of a class of shareholders (with only such changes as are necessary), except that:
  • 28.2.1 the necessary quorum at a separate meeting shall be two persons at least, holding or representing by proxy at least one-third in nominal value of the issued shares of the class:
  • 28.2.2 at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum;
  • 28.2.3 any holder of shares of the class present in person or by proxy may demand a poll;
  • 28.2.4 every such holder shall on a poll have one vote for every share of the class held by the holder; and
  • 28.2.5 if a meeting is adjourned for any reason including a lack of quorum, the adjourned meeting may be held less than ten clear days after the original meeting, notwithstanding Article 44.2.
• 28.3 The provisions of this Article 28 shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated form a separate class, the special rights of which are to be varied.

29 Matters not constituting variation of rights

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

• 29.1 the creation or issue of further shares ranking, as regards participation in the profits or assets of the Company, in some or all respects equally with them but in no respect in priority to them; or
• 29.2 the purchase or redemption by the Company of any of its own shares.

Transfer of Shares

30 Form of transfer

• 30.1 All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors.
• 30.2 The instrument of transfer shall be signed by or on behalf of the transferor and, if any of the shares are not fully-paid shares, by or on behalf of the transferee.
• 30.3 The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register in respect of those shares.
• 30.4 All instruments of transfer which are registered may be retained by the Company.
• 30.5 All transfers of shares which are in uncertificated form shall be effected by means of a relevant system unless the CREST Regulations provide otherwise.

31 Right to refuse registration

• 31.1 The Directors may decline to register any transfer of shares in certificated form unless:
  • 31.1.1 the instrument of transfer is in respect of only one class of share;
  • 31.1.2 the instrument of transfer is lodged (duly stamped if required) at the Transfer Office accompanied by the relevant share certificate(s) or such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer or, if the instrument of transfer is executed by some other person on the transferor's behalf, the authority of that person to do so; and
  • 31.1.3 it is fully paid.
• 31.2 The Directors may also refuse to register an allotment or transfer of shares (whether fully paid or not) in favour of more than four persons jointly.

32 No fee on registration

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

33 Branch register

If the Company transacts business in a country or territory referred to in Section 129 of the Companies Act 2006, it may arrange for a branch register of the members resident in that country or territory to be kept there.

Transmission of Shares

34 -Persons entitled to shares on death

• 34.1 If a member dies, the only persons the Company shall recognise as having any title to such member's interest in the shares shall be:
  • 34.1.1 the survivors or survivor where the deceased was a joint holder; and
  • 34.1.2 the executors or administrators of the deceased where the deceased was a sole or only surviving holder.
• 34.2 Nothing in this Article 34 shall release the estate of a deceased member (whether sole or joint) from any liability in respect of any share held by such member.

35 Election by persons entitled by transmission

• 35.1 A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may either:
  • 35.1.1 be registered as the holder of the share upon giving to the Company notice in writing to that effect; or
  • 35.1.2 transfer such share to some other person,

upon supplying to the Company such evidence as the Directors may reasonably require to show such person's title to the share.

• 35.2 All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall apply to any such notice or transfer as if the notice or transfer were a transfer made by the member registered as the holder of any such share.
• 35.3 The Company may give notice requiring a person entitled to a share to make the election referred to in Article 35.1. If such notice is not complied with within one year of being sent, the Company may register that person as the holder of that share.

36 Rights of persons entitled by transmission

• 36.1 A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law:
  • 36.1.1 subject to Article 36.1.2, shall be entitled to the same dividends and other advantages as a registered holder of the share upon supplying to the Company such evidence as the Directors may reasonably require to show such person's title to the share; and
  • 36.1.2 shall not be entitled to exercise any right in respect of the share in relation to General Meetings until such person has been registered as a member in respect of the share.
• 36.2 A person entitled to a share who has elected for that share to be transferred to some other person, pursuant to Article 35.1.2, shall cease to be entitled to any rights or advantages in relation to such share upon that other person being registered as the holder of that share.

37 Prior notices binding

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

Untraced Shareholders

38 Untraced shareholders

• 38.1 The Company is entitled to sell the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law (for the purposes of this Article 38, the "relevant holder"), if and provided that:
  • 38.1.1 during the period of 12 years before the sending of the notice referred to in Article 38.1.2 at least three dividends in respect of the shares have become payable and no dividend in respect of those shares has been claimed;
  • 38.1.2 following the expiry of the twelve-year period referred to in Article 38.1.1, the Company has sent a notice:
    • (i) in hard copy form to the last known physical address that the Company has for the relevant holder; or
    • (ii) in electronic form to the last known email address that the Company has for the relevant holder,

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

• 38.1.3 during the period of three months following the Company sending the notice referred to in Article 38.1.2 the Company has not received any communication from the relevant holder
• 38.2 The Company is also entitled to sell any additional shares in the Company held by a relevant holder under Article 38.1 that were issued by the Company during the twelve-year period referred to in Article 38.1.1, if and provided that:
  • 38.2.1 the criteria in Articles 38.1.2 and 38.1.3 are satisfied in relation to the additional shares (but as if the words "following the expiry of the twelve year period" were omitted from Article 38.1.2); and
  • 38.2.2 no dividend on such additional shares has been cashed or claimed by the relevant holder.
• 38.3 For the purpose of giving effect to any such sale, the Directors may authorise any person to transfer the shares sold to the purchaser or its nominee and such transfer shall be as effective as if it had been carried out by the relevant holder.
• 38.4 The transferee's title to the shares shall not be affected by any irregularity in or invalidity of the sale proceedings.
• 38.5 The net proceeds of such sale (after payment of the sale) shall be forfeited by the relevant holder and shall belong to the Company. The Company shall not be liable in any

respect, nor be required to account to such relevant holder or other person previously entitled for an amount equal to such proceeds. The Company shall be entitled to use or invest the net proceeds of such sale, for the Company's benefit in any manner that the Directors may from time to time think fit.

General Meetings

39 Annual General Meetings

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

40 Convening of General Meetings

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

41 Postponement or cancellation of General Meetings

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

Notice of General Meetings

42 Notice of General Meetings

• 42.1 Notices of General Meetings shall include all information required to be included by the Legislation.
• 42.2 Notice shall be given to all members other than members who are not entitled to receive such notices from the Company under the provisions of these Articles. The Company may determine that only those persons entered on the Register at the close of business on a day decided by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice. If a member is added to the Register after the day determined by the Company under this Article, this shall not invalidate the service of the notice, nor entitle such member to receive notice of the meeting.
• 42.3 For the purposes of determining which persons are entitled to attend or vote at a meeting. and how many votes such persons may cast, the Company must specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the

meeting. The Directors may at their discretion resolve that, in calculating such period, no account shall be taken of any part of any day that is not a working day (within the meaning of Section 1173 of the Companies Act 2006).

Proceedings at General Meetings

43 Chair

The Chair of the Directors shall preside as chair of any General Meeting at which the Chair is present (as long as the Chair is willing to do so). If the Chair of the Directors is not present or is unwilling, a Deputy Chair, failing whom any Director present and willing to act and, if more than one, chosen by the Directors present at the meeting, shall preside as chair. If no Director is present within 10 minutes after the time appointed for holding the meeting and willing to act as chair, a member may be elected to be the chair by a resolution of the Company passed at the meeting.

44 Requirement for Quorum

• 44.1 No business other than the appointment of a chair shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business.
• 44.2 If within five minutes from the time appointed for a General Meeting (or such longer interval as the chair of the meeting may think fit to allow) a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day, time and place or places (including, for a combined physical and electronic General Meeting, electronic platform) as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the Directors may decide, provided that the adjourned meeting shall be held not less than ten clear days after the original General Meeting.

45 Adjournment

• 45.1 The chair of any General Meeting at which a quorum is present may adjourn the meeting if:
  • 45.1.1 the members consent to an adjournment by passing an ordinary resolution;
  • 45.1.2 the chair considers it necessary to restore order or to otherwise facilitate the proper conduct of the meeting; or
  • 45.1.3 the chair considers it necessary for the safety of the people attending the meeting (including if there is insufficient room at the meeting venue to accommodate everyone who wishes to, and is entitled to, attend).
• 45.2 The chair of any General Meeting at which a quorum is present must adjourn the meeting if requested to do so by an ordinary resolution of the meeting.
• 45.3 If the chair adjourns a meeting, the chair may specify the time and place or places and (if applicable for a combined physical and electronic General Meeting) electronic platform to which it is adjourned. Where a meeting is adjourned without specifying a new time and place or places and (if applicable) electronic platform, the time and place or places and (if applicable) electronic platform for the adjourned meeting shall be fixed by the Directors.
• 45.4 No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

46 Notice of adjourned meeting

When a meeting is adjourned for 30 days or more or without specifying a new time, not less than seven days' notice of the adjourned meeting shall be given in accordance with Article 42 (making such alterations as necessary). Otherwise, it shall not be necessary to give any such notice.

47 Amendments to resolutions

• 47.1 A special resolution to be proposed at a General Meeting may be amended by ordinary resolution provided that no amendment may be made other than a mere clerical amendment to correct a patent error.
• 47.2 An ordinary resolution to be proposed at a General Meeting may be amended by ordinary resolution provided that:
  • 47.2.1 in the opinion of the chair of the meeting the amendment is within the scope of the business of the meeting as described and does not impose further obligations on the Company; and
  • 47.2.2 notice of the proposed amendment is given to the Company by a person entitled to vote at the General Meeting in question at least 48 hours before the meeting or adjourned meeting (as the case may be).
• 47.3 If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chair of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

48 Security arrangements and orderly conduct

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

49 Satellite meeting places

• 49.1 To facilitate the organisation and administration of any General Meeting, the Directors may decide that the meeting shall be held at two or more physical locations.
• 49.2 For the purposes of these Articles, any General Meeting taking place at two or more locations shall be treated as taking place where the chair of the meeting presides (the "principal meeting place") and any other location where that meeting takes place is referred to in these Articles as a "satellite meeting".
• 49.3 A member present in person or by proxy at a satellite meeting may be counted in the quorum and may exercise all rights that they would have been able to exercise if they were present at the principal meeting place.
• 49.4 The Directors may make and change from time to time such arrangements as they shall in their absolute discretion consider appropriate to:
  • 49.4.1 ensure that all members and proxies for members wishing to attend the meeting can do so;
  • 49.4.2 ensure that all persons attending the meeting are able to participate in the business of the meeting;
  • 49.4.3 ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and
  • 49.4.4 restrict the numbers and proxies at any one location to such number as can safely and conveniently be accommodated there.
• 49.5 The entitlement of any member or proxy to attend a satellite meeting shall be subject to any such arrangements then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting.
• 49.6 If there is a failure of communication equipment or any other failure in the arrangements for participation in the meeting at more than one place, the chair may adjourn the meeting in accordance with Article 45.1.2. Such an adjournment will not affect the validity of such meeting, or any business conducted at such meeting up to the point of adjournment, or any action taken pursuant to such meeting.
• 49.7 A person (a "satellite chair") appointed by the Directors shall preside at each satellite meeting. Every satellite chair shall carry out all requests made of the satellite chair by the chair of the General Meeting, may take such action as the satellite chair thinks necessary to maintain the proper and orderly conduct of the satellite meeting and shall have all powers necessary or desirable for such purposes.

50 Combined physical and electronic General Meetings

• 50.1 Without prejudice to Article 49, the Directors may decide to hold a General Meeting as a combined physical and electronic General Meeting and, in such case, shall provide details of the means for members to attend and participate in the meeting, including the physical place or places of meeting and the electronic platforms to be used.
• 50.2 The Directors and the chair of a combined physical and electronic General Meeting may make any arrangement and impose any requirement or restriction as is:
  • 50.2.1 necessary to ensure the identification of those taking part and the security of the electronic communication; and
  • 50.2.2 proportionate to achieving these objectives.
• 50.3 All resolutions put to members at a combined physical and electronic General Meeting shall be voted on by a poll in accordance with Articles 52, 53 and 54.
• 50.4 Persons seeking to attend or participate in a combined physical and electronic General Meeting via an electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, systems, equipment and connectivity) which are necessary to enable them to attend or participate in such General Meeting. Any failure of

such facilities will not affect the validity of such General Meeting or any business conducted at such General Meeting or any action taken pursuant to such General Meeting.

51 Attendance at and participation in General Meetings

• 51.1 In determining whether persons are attending or participating in a General Meeting, it is immaterial whether any two or more persons attending it are in the same place as each other or how they are able to communicate with each other.
• 51.2 Two or more persons who are not in the same place as each other attend a General Meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them.
• 51.3 The Directors may make whatever arrangements they consider appropriate to enable those attending a General Meeting to exercise their rights to speak or vote at it.
• 51.4 A person is able to exercise the right to speak at a General Meeting when that person is in a position to communicate, during the meeting, information and opinions which that person has on the business of the meeting.
• 51.5 A person is able to exercise the right to vote at a General Meeting when,
  • 51.5.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
  • 51.5.2 that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

Polls

52 Method of voting and demand for poll

• 52.1 At any General Meeting which is held only as a physical General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded (either before the resolution is put to the vote on a show of hands or immediately after the declaration of the result of the show of hands on that resolution) by:
  • 52.1.1 the chair of the meeting;
  • 52.1.2 not less than five members present in person or by proxy and entitled to vote;
  • 52.1.3 a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting (excluding the rights attaching to any shares held as treasury shares); or
  • 52.1.4 a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding any such shares held as treasury shares).
• 52.2 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.

52.3 At a General Meeting which is held as a combined physical and electronic General Meeting, a resolution put to the vote of the meeting shall be decided on a poll, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates.

53 Procedure on a poll

• 53.1 A poll shall be taken in such manner (including by use of ballot or voting papers or electronic means, or any combination of means) as the chair of the meeting may direct.
• 53.2 The chair of the meeting may appoint scrutineers (who need not be members) and may decide how and when the result of the poll is to be declared.
• 53.3 The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
• 53.4 On a poll, votes may be given either personally or by proxy and a person entitled to more than one vote need not use all such votes or cast all such votes in the same way.

54 Timing of poll

• 54.1 A poll demanded on the choice of a chair or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the chair may direct.
• 54.2 No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case, at least seven days' notice must be given specifying the time and place at which the poll is to be taken.
• 54.3 The demand for a poll shall not prevent the meeting from continuing for the purpose of any business other than the question on which the poll has been demanded.

Votes of Members

55 Votes attaching to shares

• 55.1 Subject to Article 42.3 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any shares or any class of shares:
  • 55.1.1 on a show of hands every member who is present in person and, subject to Article 55.1.2, every proxy present who has been duly appointed shall have one vote;
  • 55.1.2 on a show of hands, a proxy has one vote for and one vote against the resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution, and the proxy has been instructed:
    • (i) more other of those members to vote against it; or
    • (ii) and by one or more other of those members to use his/her discretion as to how to vote; and
• 55.1.3 on a poll every member who is present in person or by proxy shall have one vote for every share of which such member is the holder.
• 55.2 A proxy shall not be entitled to vote on a show of hands or on a poll where the member appointing the proxy would not have been entitled to vote on the resolution had such member been present in person.

56 Votes of joint holders

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

57 Validity and result of vote

• 57.1 No objection shall be raised as to the qualification of any voter or the admissibility of any vote except at the meeting or adjourned meeting at which the vote is tendered. Every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chair of the meeting, whose decision shall be final and conclusive.
• 57.2 On a vote on a resolution at a meeting on a show of hands, a declaration by the chair that the resolution:
  • 57.2.1 has or has not been passed; or
  • 57.2.2 has been passed with a particular majority,

is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. An entry in respect of such a declaration in minutes of the meeting recorded in accordance with the Companies Acts is also conclusive evidence of that fact without such proof. This Article 57 does not have effect if a poll is demanded in respect of the resolution (and the demand is not subsequently withdrawn).

Proxies and Corporate Representatives

58 Appointment of proxies

• 58.1 A member is entitled to appoint a proxy to exercise all or any of such member's rights to attend and to speak and vote at a General Meeting.
• 58.2 A proxy need not be a member of the Company.

59 Multiple proxies

A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such member.

60 Form of proxy

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

• 60.1.1 in the case of an individual, must either be signed by the appointor or the appointor's attorney or authenticated in accordance with Article 120; and
• 60.1.2 in the case of a corporation, must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation or authenticated in accordance with Article 120.
• 60.2 Any signature on or authentication of such appointment need not be witnessed. Where an appointment of a proxy is signed or authenticated in accordance with Article 120 on behalf of the appointor by an attorney, the Company may treat that appointment as invalid unless the power of attorney or a notarially certified copy of the power of attorney is submitted to the Company.

61 Deposit of form of proxy

• 61.1 The appointment of a proxy must be received in the manner set out in or by way of note to, or in any document accompanying, the notice convening the meeting (or if no address is so specified, at the Transfer Office):
  • 61.1.1 in the case of a meeting or adjourned meeting, not less than 48 hours before the commencement of the meeting or adjourned meeting to which it relates;
  • 61.1.2 in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after the poll was demanded, not less than 48 hours before the commencement of the meeting or adjourned meeting at which the poll was demanded; and
  • 61.1.3 in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll,

and in default shall not be treated as valid.

• 61.2 The Directors may at their discretion resolve that, in calculating the periods mentioned in Article 61.1, no account shall be taken of any part of any day that is not a working day (within the meaning of Section 1173 of the Companies Act 2006).
• 61.3 In relation to any shares in uncertificated form, the Directors may permit a proxy to be appointed by electronic means or by means of a website in the form of an Uncertificated Proxy Instruction and may permit any supplement to, or amendment or revocation of, any Uncertificated Proxy Instruction to be made by a further Uncertificated Proxy Instruction. The Directors may prescribe the method of determining the time at which any Uncertificated Proxy Instruction is to be treated as received by the Company. The Directors may treat any Uncertificated Proxy Instruction purporting or expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that holder.
• 61.4 Unless the contrary is stated on the proxy form, the appointment of a proxy shall be as valid for any adjournment of a meeting as it is for the meeting to which it relates.

62 Rights of proxy

Subject to the Legislation, a proxy shall have the right to exercise all or any of the rights of the proxy's appointor, or (where more than one proxy is appointed by a member) all or any of the rights attached to the shares in respect of which such person is appointed the proxy to attend, and to speak and vote, at a General Meeting.

63 Termination of proxy's authority

• 63.1 Neither the death or insanity of a member who has appointed a proxy, nor the revocation or termination by a member of the appointment of a proxy (or of the authority under which the appointment was made), shall invalidate the proxy or the exercise of any of the rights of the proxy, unless notice of such death, insanity, revocation or termination shall have been received by the Company in accordance with Article 63.2.
• 63.2 Any such notice of death, insanity, revocation or termination must be in writing and be received at the address or one of the addresses (if any) specified for receipt of proxies in, or by way of note to, or in any document accompanying, the notice convening the meeting to which the appointment of the proxy relates (or if no address is so specified, at the Transfer Office):
  • 63.2.1 in the case of a meeting or adjourned meeting, not less than one hour before the commencement of the meeting or adjourned meeting to which the proxy appointment relates;
  • 63.2.2 in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after it was demanded, not less than one hour before the commencement of the meeting or adjourned meeting at which the poll was demanded; or
  • 63.2.3 in the case of a poll taken more than 48 hours after it was demanded, not less than one hour before the time appointed for the taking of the poll.

64 Corporations acting by representatives

Subject to the Legislation, any corporation which is a member of the Company may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any General Meeting.

Default Shares

65 Restriction on voting in particular circumstances

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

the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred (other than pursuant to an approved transfer or pursuant to Article 65.3.2) be entitled to attend or vote either personally or by proxy at a General Meeting or to exercise any other right conferred by membership in relation to General Meetings.

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

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

• 65.4 The Company shall send a copy of the direction notice to each other person appearing to be interested in the shares the subject of that direction notice, but the failure or omission by the Company to do so shall not invalidate such notice.
• 65.5 Any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued continues. Any direction notice shall cease to have effect at such time as the Directors decide. Within a period of one week of the default being duly remedied, the Directors shall decide that the relevant direction notice shall cease to have effect and shall give written notice of that fact to the member as soon as reasonably practicable.
• 65.6 Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with Article 65.3.2.
• 65.7 For the purposes of this Article 65:
  • 65.7.1 a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a notice under Section 793 of the Companies Act 2006 and either (i) the member has named such person as being so interested or (ii) (after taking into account the response of the member to the said notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and
  • 65.7.2 a transfer of shares is an "approved transfer" if:
• (i) is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (as defined in Section 974 of the Companies Act 2006); or
• (ii) the Directors are satisfied that the transfer is made pursuant to a genuine sale of the whole of the beneficial ownership of the shares to a party unconnected with the member, or with any person appearing to be interested in such shares, including any such sale made through an investment exchange that has been granted recognition under the Financial Services and Markets Act 2000 or through a stock exchange outside the United Kingdom on which the Company's shares are normally traded. For the purposes of this Article 65, any associate (as that term is defined in Section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the member or any person appearing to be interested in such shares.
• 65.8 The provisions of this Article 65 are in addition and without prejudice to the provisions of the Companies Acts.

Directors

66 Number of Directors

The Directors shall not be less than two nor more than nineteen in number, save that the Company may by ordinary resolution from time to time vary the minimum number and/or maximum number of Directors.

67 Share qualification

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

68 Directors' fees

• 68.1 The ordinary remuneration of the Directors shall from time be determined by the Directors except that such remuneration shall not exceed £2,000,000 per annum in aggregate or such higher amount as may from time be determined by ordinary resolution.
• 68.2 Such ordinary remuneration shall (unless otherwise provided by ordinary resolution) be divisible among the Directors as they may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to remuneration in proportion to the period during which such Director has held office.

69 Other remuneration of Directors

Any Director who holds any executive office (including for this purpose the office of Chair or Deputy Chair whether or not such office is held in an executive capacity), or who serves on any committee of the Directors, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such

extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Directors may determine.

70 Directors' expenses

The Directors may repay to any Director all such reasonable expenses as that Director may incur in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or separate meetings of any class of members or debentures or otherwise in connection with the business of the Company.

71 Directors' pensions and other benefits

The Directors shall have power to pay and agree to pay a Director's remuneration. A Director's remuneration may include the payment of gratuities, allowances, pensions or other retirement, superannuation, death, sickness or disability benefits to, or to any person in respect of, that Director.

72 Appointment of executive Directors and Chair

• 72.1 The Directors may from time to time appoint one or more of them to be the holder of any executive office (or, where considered appropriate, the office of Chair or Deputy Chair) on such terms and for such period as they may (subject to the provisions of the Legislation) resolve and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke or vary the terms of any such appointment.
• 72.2 The appointment of any Director to the office of Chair or Deputy Chair or Managing or Joint Managing or Deputy or Assistant Managing Director shall automatically terminate if such Director ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between such Director and the Company.
• 72.3 The appointment of any Director to any other executive office shall not automatically terminate if such Director ceases to be a Director for any reason, unless the contract on resolution under which such Director holds office shall expressly state otherwise, in which event such termination shall be without prejudice to any claim for damages for breach of any contract of service between such Director and the Company.

73 Powers of executive Directors

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

74 President

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

Appointment and Retirement of Directors

75 - Election or appointment of additional Director

• 75.1 The Company may by ordinary resolution elect, and the Directors shall have power at any time to appoint, any person to be a Director either to fill a casual vacancy or as an additional Director, but not so that the total number of Directors shall exceed the maximum number fixed by or in accordance with these Articles.
• 75.2 Any person so appointed by the Directors shall retire at the next Annual General Meeting or. if the notice of the next Annual General Meeting has already been sent at the time of such person's appointment by the Directors, the Annual General Meeting following that one and shall then be eligible for election.
• 75.3 No person shall be elected as a Director unless such person is recommended by the Board or the Company has received from such person confirmation in writing of that person's willingness to be elected as a Director, no later than seven days before the General Meeting at which the relevant resolution is proposed.

76 Retirement at Annual General Meetings

• 76.1 Each Director shall retire at the Annual General Meeting held in the third calendar year following the year in which the Director was elected or last re-elected by the Company, or at such earlier Annual General Meeting as the Directors may resolve.
• 76.2 A Director who retires at any Annual General Meeting shall be eligible for election or reelection unless the Directors resolve otherwise not later than the date of the notice of such Annual General Meeting.

77 Re-election of retiring Director

• 77.1 Where a Director retires at an Annual General Meeting in accordance with Article 76.1 or otherwise, the Company may at the meeting by ordinary resolution fill the office being vacated by electing the retiring Director (if eligible for re-election). In the absence of such a resolution, the retiring Director shall nevertheless be deemed to have been re-elected except in any of the following cases:
  • 77.1.1 where at such meeting a resolution for the re-election of such Director is put to the meeting and lost;
  • 77.1.2 where such Director is ineligible for re-election or has given notice in writing to the Company that he/she is unwilling to be re-elected; or
  • 77.1.3 where a resolution to elect such Director is void by reason of contravention of Section 160 of the Companies Act 2006.
• 77.2 The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for the retiring Director's re-election is put to the meeting and lost. Accordingly, a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.

78 Termination of office

• 78.1 The office of a Director is terminated if:
  • 78.1.1 the Director becomes prohibited by law from acting as a Director or ceases to be a Director by virtue of any provision of the Companies Act 2006;
  • 78.1.2 the Company has received notice of the Director's resignation or retirement from office and such resignation or retirement from office has taken effect in accordance with its terms;
  • 78.1.3 the Director has retired at an Annual General Meeting in accordance with Article 76.1 or otherwise, and any of Articles 77.1.1, 77.1.2 or 77.1.3 applies.
  • 78.1.4 the Director has a bankruptcy order made against him/her, compounds with his/her creditors generally or applies to the court for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act or any analogous event occurs in relation to the Director in another country;
  • 78.1.5 an order is made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for the Director's detention or for the appointment of another person (by whatever name called) to exercise powers with respect to the Director's property or affairs;
  • 78.1.6 the Director is absent from meetings of the Directors for six months without permission and the Directors have resolved that the Director's office be vacated:
  • 78.1.7 notice of termination is served or deemed served on the Director and that notice is given by not less than three-quarters of the Directors for the time being; or
  • 78.1.8 in the case of a Director other than the Chair and any director holding an executive office, the Directors resolve to require the Director to resign and the Director fails to do so within 30 days of notification of such resolution being served or deemed served on the Director
• 78.2 If a Director holds an appointment to an executive office which automatically terminates on termination of the Director's office as Director's removal from office pursuant to this Article 78 shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between the Director and the Company.

79 Removal of Director by resolution of the Company

In accordance with and subject to the provisions of the Legislation, the Company may remove any Director from office by ordinary resolution of which special notice has been given and elect another person in place of a Director so removed from office. Such removal may take place notwithstanding any provision of these Articles or of any agreement between the Company and such Director, but shall be without prejudice to any claim the Director may have for damages for breach of any such agreement.

Meetings and Proceedings of Directors

80 Convening of meetings of Directors

• 80.1 Subject to the provisions of these Articles, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their proceedings as they think fit. At any time any Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors by giving notice to the Directors. Notice need not be in writing and may be sent to any address provided by the Director.
• 80.2 Any Director may waive notice of any meeting and any such waiver may be retroactive.
• 80.3 The Directors shall be deemed to meet together if they are in separate locations, but are linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other, and a quorum in that event shall be two Directors so linked (or such other number fixed from time to time by the Directors). Such a meeting shall be deemed to take place where the largest group of Directors participating is assembled or, if there is no such group, where the chair of the meeting then is.

81 Quorum

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

82 Chair and Deputy Chair

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

83 Casting vote

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

84 Number of Directors below minimum

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

85 Directors' written resolutions

• 85.1 Any Director may, and the Secretary at the request of a Director shall, propose a written resolution by giving written notice to the other Directors.
• 85.2 to vote on such resolution if it had been proposed at a meeting of the Directors have:
  • 85.2.1 signed one or more copies of it; or

85.2.2 otherwise indicated their agreement to it in writing.

• 85.3 A Directors' written resolution is not adopted if the number of Directors who have signed it is less than the quorum for Directors' meetings.
• 85.4 Once a Directors' written resolution has been adopted, it must be treated as if it had been a resolution passed at a Directors' meeting in accordance with the Articles.

86 Validity of proceedings

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

Directors' Interests

87 Authorisation of Directors' interests

• 87.1 For the purposes of Section 175 of the Companies Act 2006, the Directors shall have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director to avoid a situation in which the Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.
• 87.2 Authorisation of a matter under this Article 87 shall be effective only if:
  • 87.2.1 the matter in question shall have been proposed in writing for consideration at a meeting of the Directors, in accordance with the Board's normal procedures or in such other manner as the Directors may resolve;
  • 87.2.2 any requirement as to the quorum at the meeting of the Directors at which the matter is considered is met without counting the Director in question and any other interested Director (together, the "Interested Directors"); and
  • 87.2.3 the matter was agreed to without the Interested Directors voting or would have been agreed to if the votes of the Interested Directors had not been counted.
• 87.3 Any authorisation of a matter under this Article 87 may:
  • 87.3.1 extend to any actual or potential conflict of interest which may arise out of the matter so authorised;
  • 87.3.2 be subject to such conditions or limitations as the Directors may resolve, whether at the time such authorisation is given or subsequently; and

87.3.3 be terminated by the Directors at any time;

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

87.4 A Director shall not, save as otherwise agreed by such Director, be accountable to the Company for any benefit which the Director (or a person connected with the Director) derives from any matter authorised by the Directors under this Article 87 and any contract, transaction or arrangement relating to such a matter shall not be liable to be avoided on the grounds of any such benefit.

88 Permitted interests

• 88.1 Subject to compliance with Article 88.2, a Director, notwithstanding such Director's office, may have an interest of the following kind:
  • 88.1.1 where a Director (or a person connected with the Director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in any Relevant Company;
  • 88.1.2 where a Director (or a person connected with the Director) is a party to, or otherwise interested in, any contract, transaction or arrangement with a Relevant Company, or in which the Company is otherwise interested;
  • 88.1.3 where the Director (or a person connected with the Director) acts (or any firm of which the Director is a partner, employee or member acts) in a professional capacity for any Relevant Company (other than as Auditor) whether or not the Director or it is remunerated for such work:
  • 88.1.4 where a Director is or becomes a director or officer of any other body corporate in which the Company does not have an interest if that cannot reasonably be regarded as likely to give rise to a conflict of interest at the time of the Director's appointment as director or officer of that other body corporate;
  • 88.1.5 where a Director has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
  • 88.1.6 where a Director has an interest, or a transaction or arrangement giving rise to an interest, of which the Director is not aware; or
  • 88.1.7 where a Director has any other interest authorised by ordinary resolution.

No authorisation under Article 87 shall be necessary in respect of any such interest.

• 88.2 A Director shall declare the nature and extent of any interest permitted under Article 88.1, and not falling with Article 88.3, at a meeting of the Directors or in such other manner as the Directors may resolve.
• 88.3 No declaration of an interest shall be required by a Director in relation to an interest:
  • 88.3.1 falling within Article 88.1.5 or Article 88.1.6;
  • 88.3.2 if, or to the extent that, the other Directors are already aware of such interest (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware); or
• 88.3.3 if, or to the extent that, it concerns the terms of the Director's service contract (as defined in Section 227 of the Companies Act 2006) that have been or are to be considered by a meeting of the Directors, or by a committee of Directors appointed for the purpose under these Articles.
• 88.4 A Director shall not, save as otherwise agreed by the Director, be accountable to the Company for any benefit which the Director (or a person connected with the Director) derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any Relevant Company or for such remuneration, each as referred to in Article 88.1, and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.
• 88.5 For the purposes of this Article 88, "Relevant Company" shall mean:
  • 88.5.1 the Company:
  • 88.5.2 a subsidiary undertaking of the Company;
  • 88.5.3 any parent undertaking of the Company or a subsidiary undertaking of any such parent undertaking;
  • 88.5.4 any body corporate promoted by the Company; or
  • 88.5.5 any body corporate in which the Company is otherwise interested.

89 Restrictions on quorum and voting

• 89.1 Save as provided in this Article 89, and whether or not the interest is one which is authorised pursuant to Article 87 or permitted under Article 88, a Director shall not be entitled to vote on any resolution in respect of any contract, transaction or arrangement, or any other proposal, in which the Director (or a person connected with the Director) is interested. Any vote of a Director in respect of a matter where the Director is not entitled to vote shall be disregarded.
• 89.2 A Director shall not be counted in the quorum at a meeting of the Directors in relation to any resolution on which the Director is not entitled to vote.
• 89.3 Subject to the provisions of the Legislation, a Director shall (in the absence of some other interest than is set out below) be entitled to vote, and be counted in the quorum, in respect of any resolution concerning any contract, transaction or arrangement, or any other proposal:
  • 89.3.1 in which the Director has an interest of which the Director is not aware;
  • 89.3.2 in which the Director has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
  • 89.3.3 in which the Director has an interest only by virtue of interests in shares, debentures or other securities of the Company, or by reason of any other interest in or through the Company;
  • 89.3.4 which involves the giving of any security, guarantee or indemnity to the Director or any other person in respect of (i) money lent or obligations incurred by the Director or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings or (ii) a debt or other obligation of the Company or any of its subsidiary undertakings for which the Director has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
• 89.3.5 concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings (i) in which offer the Director is or may be entitled to participate as a holder of securities or (ii) in the underwriting or sub-underwriting of which the Director is to participate;
• 89.3.6 concerning any other body corporate in which the Director is interested, directly or indirectly and whether as an officer, shareholder, creditor, employee or otherwise, provided that the Director (together with persons connected with the Director) is not the holder of, or beneficially interested in, one per cent or more of the issued equity share capital of any class of such body corporate or of the voting rights available to members of the relevant body corporate;
• 89.3.7 relating to an arrangement for the benefit of the employees or former employees of the Company or any of its subsidiary undertakings which does not award the Director any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;
• 89.3.8 concerning the purchase or maintenance by the Company of insurance for any liability for the benefit of Directors or for the benefit of persons who include Directors;
• 89.3.9 concerning the giving of indemnities in favour of Directors;
• 89.3.10 concerning the funding of expenditure by any Director or Directors (i) on defending criminal, civil or regulatory proceedings or action against the Director or them, (ii) in connection with an application to the court for relief, or (iii) on defending the Director or them in any regulatory investigations;
• 89.3.11 concerning the doing of anything to enable any Director or Directors to avoid incurring expenditure as described in Article 89.3.10; and
• 89.3.12 in respect of which the Director's interest, or the interest of Directors generally, has been authorised by ordinary resolution.
• 89.4 Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately. In such case, each of the Directors concerned (if not debarred from voting under Article 89.1) shall be entitled to vote, and be counted in the quorum, in respect of each resolution except that concerning the Director's own appointment or the fixing or variation of the terms of the Director's own appointment.
• 89.5 If a question arises at any time as to whether any interest of a Director prevents the Director from voting, or being counted in the quorum, under this Article 89, and such question is not resolved by the Director voluntarily agreeing to abstain from voting, such question shall be referred to the chair of the meeting and the chair's ruling in relation to any Director other than the chair shall be final and conclusive except in a case where the nature or extent of the interest of such Director has not been fairly disclosed. If any such question shall arise in respect of the chair of the meeting, the question shall be decided by resolution of the Directors and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chair of the meeting (so far as it is known to the chair) has not been fairly disclosed to the Directors.

90 Confidential information

• 90.1 Subject to Article 90.2, if a Director, otherwise than by virtue of the Director's position as Director, receives information in respect of which the Director owes a duty of confidentiality to a person other than the Company, the Director shall not be required to:
  • 90.1.1 disclose such information to the Company or to the Directors, or to any Director, officer or employee of the Company; or
  • 90.1.2 otherwise use or apply such confidential information for the purpose of or in connection with the performance of the Director's duties as a Director.
• 90.2 Where such duty of confidentiality arises out of a situation in which the Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company, Article 90.1 shall apply only if the conflict arises out of a matter which has been authorised under Article 87 or falls within Article 88.
• 90.3 This Article 90 is without prejudice to any equitable principle or rule of law which may excuse or release the Director from disclosing information, in circumstances where disclosure may otherwise be required under this Article 90.

91 Directors' interests - general

• 91.1 For the purposes of Articles 87 to 91, a person is connected with a Director if that person is connected for the purposes of Section 252 of the Companies Act 2006.
• 91.2 Where a Director has an interest which can reasonably be regarded as likely to give rise to a conflict of interest, the Director may, and shall if so requested by the Directors, take such additional steps as may be necessary or desirable for the purpose of managing such conflict of interest, including compliance with any procedures laid down from time to time by the Directors for the purpose of managing conflicts of interest generally and/or any specific procedures approved by the Directors for the purpose of or in connection with the situation or matter in question, including:
  • 91.2.1 not attending any meetings of the Directors at which the relevant situation or matter falls to be considered; and
  • 91.2.2 not reviewing documents or information made available to the Directors generally in relation to such situation or matter and/or arranging for such documents or information to be reviewed by a professional adviser to ascertain the extent to which it might be appropriate for the Director concerned to have access to such documents or information.
• 91.3 The Company may by ordinary resolution ratify any contract, transaction or arrangement, or other proposal, not properly authorised by reason of a contravention of any provisions of Articles 87 to 91.

Powers of Directors

92 General powers

The Directors shall manage the business and affairs of the Company and may exercise all powers of the Company other than those that are required by the Legislation or by these Articles to be exercised by the Company in General Meeting.

93 Provision for employees on cessation or transfer of business

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

04 Bank mandates

The Directors may by resolution authorise such person or persons as they think fit to act as signatories to any bank account of the Company and may amend or remove such authorisation from time to time by resolution.

95 Borrowing restrictions

Subject to these Articles and to the provisions of the Legislation, the Directors may exercise all the powers of the Company to:

• 95.1.1 borrow money;
• 95.1.2 mortgage or charge all or any parts of its undertaking, property and uncalled capital; and
• 95.1.3 issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

Delegation of Powers

96 Appointment and constitution of committees

• 96.1 The Directors may delegate any of their powers or discretions (including all powers and discretions whose exercise involves or may involve the payment of remuneration to, or the conferring of any other benefit on, all or any of the Directors) to such person (who need not be a Director) or committee (comprising any number of persons, who need not be Directors) and in such manner as they think fit. Any such delegation may be either collaterally with or to the exclusion of their own powers and the Directors may revoke or alter the terms of any such delegation. Any such person or committee shall, unless the Directors otherwise resolve, have power to sub-delegate any of the powers or discretions delegated to them.
• 96.2 Any reference in these Articles to the exercise of a power or discretion by the Directors shall include a reference to the exercise of such power or discretion by any person or committee to whom it has been delegated.
• 96.3 The Directors may make regulations in relation to the proceedings of committees or subcommittees. Subject to any such regulations, the meetings and proceedings of any committee or sub-committee consisting of two or more persons shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors (with such amendments as are necessary).

Local boards and managers 97

97.1 The Directors may establish any local boards or appoint managers or agents to manage any of the affairs of the Company, either in the United Kingdom or elsewhere, and may:

• 97.1.1 appoint any persons to be managers or agents or members of such local boards, and may fix their remuneration;
• 97.1.2 delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate;
• 97.1.3 remove any person so appointed, and may annul or vary any such delegation; and
• 97.1.4 authorise the members of any local boards, or any of them, to fill any vacancies on such boards, and to act notwithstanding vacancies.
• 97.2 Any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit.

98 Appointment of attorney

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

Alternate Directors

99 Alternate Directors

• 99.1 Any Director may at any time appoint any person (including another Director) to be the Director's alternate Director and may at any time terminate such appointment. Such appointment or termination of appointment must be made by notice in writing signed by the Director concerned and deposited at the Office or delivered at a meeting of the Directors. Unless previously approved by the Directors or unless the appointee is another Director, the appointment of an alternate shall have effect only once it has been approved.
• 99.2 The appointment of an alternate Director shall terminate:
  • 99.2.1 on the happening of any event referred to in Articles 78.1.1, 78.1.4 or 78.1.5 in relation to that alternate Director: or
  • 99.2.2 if the alternate's appointor ceases to be a Director, otherwise than by retirement at a General Meeting at which the appointor is re-elected.
• 99.3 An alternate Director shall be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing the alternate is not personally present and generally at such meetings to perform all functions of the appointor as a Director. For the purposes of the proceedings at such meetings, the provisions of these Articles shall apply as if the alternate (instead of the appointor) were a Director.
• 99.4 If an alternate is also a Director or shall attend any such meeting as an alternate for more than one Director, the alternate's voting rights shall be cumulative but the alternate shall not be counted more than once for the purposes of the quorum.
• 99.5 If the alternate's appointor is for the time being temporarily unable to act through ill health or disability an alternate's signature to any resolution in writing of the Directors shall be as effective as the signature of the appointor.
• 99.6 This Article 99 shall also apply (with such changes as are necessary) to such extent as the Directors may from time to time resolve to any meeting of any committee of the Directors of which the appointor of an alternate Director is a member.
• 99.7 An alternate Director shall not (except as otherwise provided in this Article 99) have power to act as a Director, nor shall the alternate be deemed to be a Director for the purposes of these Articles, nor shall the alternate be deemed to be the agent of the appointor.
• 99.8 An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent as if the alternate were a Director.
• 99.9 An alternate shall not be entitled to receive remuneration from the Company in respect of the alternate's appointment as alternate Director except to the extent the alternate's appointor directs the Company by written notice to pay to the alternate some of the remuneration otherwise payable to that Director.

Secretary

100 Secretary

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

The Seal

101 The Seal

• 101.1 The Directors shall provide for the safe custody of the Seal and any Securities Seal and neither shall be used without the authority of the Directors or of a committee authorised by the Directors in that behalf. The Securities Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued.
• 101.2 Every instrument to which the Seal or the Securities Seal shall be affixed (other than a certificate for or evidencing shares, debentures or other securities (including options) issued by the Company) shall be signed autographically by one Director and the Secretary or by two Directors or by a Director or other person authorised for the purpose by the Directors in the presence of a witness.
• 101.3 The Company may exercise the powers conferred by the Legislation with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

101.4 Any instrument signed by:

101.4.1 one Director and the Secretary; or

101.4.2 two Directors; or

101.4.3 a Director in the presence of a witness who attests the signature,

and expressed to be executed by the Company shall have the same effect as if executed under the Seal.

Authentication of Documents

102 Authentication of documents

• 102.1 Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate:
  • 102.1.1 any document affecting the constitution of the Company;
  • 102.1.2 any resolution passed at a General Meeting or at a meeting of the Directors or any committee; and
  • 102.1.3 any book, record, document or account relating to the business of the Company,
  • 102.1.4 and to certify copies or extracts as true copies or extracts.
• 102.2 Where any book, record, document or account is elsewhere than at the Office, the local manager or other officer of the Company having the custody of it shall be deemed to be a person appointed by the Directors for the purpose of Article 102.1.
• 102.3 A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting, which is certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

Dividends

103 Declaration of final dividends

• 103.1 The Company may by ordinary resolution declare final dividends.
• 103.2 No dividend shall be declared unless it has been recommended by the Directors and does not exceed the amount recommended by the Directors.

104 Fixed and interim dividends

• 104.1 If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may:
  • 104.1.1 pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the dates prescribed for the payment of such dividends; and
  • 104.1.2 pay interim dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.

104.2 Provided the Directors act in good faith, they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment of any fixed or interim dividend on any other class of shares having rights ranking after or equal with those shares.

105 Non-cash distributions

• 105.1 The Company may, by ordinary resolution on the recommendation of the Directors, decide to pay or make a dividend or other distribution in whole or in part by transferring non-cash assets or by procuring the receipt by shareholders of non-cash assets (including, without limitation, paid-up shares or other securities of any company) and the Directors shall give effect to such resolution.
• 105.2 Where any difficulty arises in regard to a non-cash distribution, the Directors may make such arrangements as they think fit, including:
  • 105.2.1 authorising any person to sell or transfer any fractional entitlements (or ignoring any fractional entitlements altogether);
  • 105.2.2 fixing the value for distribution purposes of any of the assets to be transferred;
  • 105.2.3 paying cash to any distribution recipient on the basis of the value fixed for the assets in order to secure equality of distribution; and
  • 105.2.4 vesting any assets in trustees.

106 Ranking of shares for dividend

• 106.1 Unless and to the extent that the rights attached to any shares or the terms of issue of those shares provide otherwise, all dividends shall be:
  • 106.1.1 declared and paid according to the amounts paid up on the shares on which the dividend is paid; and
  • 106.1.2 apportioned and paid proportionately to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid.
• 106.2 If the terms of issue of a share provide that it ranks for dividends as from a particular date then that share will rank for dividends as from that date.
• 106.3 For the purposes of this Article 106, no amount paid on a share in advance of the date on which such payment is due shall be treated as paid on the share.

107 Manner of payment of dividends

• 107.1 Any dividend or other sum payable on or in respect of a share shall be paid to:
  • 107.1.1 the holder of that share;
  • 107.1.2 if the share is held by more than one person, whichever of the joint holders' names appears first in the Register;
  • 107.1.3 if the member is no longer entitled to the share, the person or persons entitled to it; or
  • 107.1.4 such other person or persons as the member (or, in the case of joint holders of a share, all of them) may direct,
• 107.1.5 and such person shall be the "payee" for the purpose of this Article 107.
• 107.2 Such dividend or other sum may be paid:
  • 107.2.1 by cheque sent by post to the payee or, where there is more than one payee, to any one of them at the address shown in the Register or such address as that person notifies the Company in writing;
  • 107.2.2 by bank transfer to such account as the payee or payees shall in writing direct;
  • 107.2.3 (if so authorised by the holder of shares in uncertificated form) using the facilities of a relevant system (subject to the facilities and requirements of the relevant system); or
  • 107.2.4 by such other method of payment as the payee or payees and the Directors may agree.
• 107.3 Subject to the provisions of these Articles and to the rights attaching to any shares, any dividend or other sum payable on or in respect of a share may be paid in such currency as the Directors may resolve, using such exchange rate for currency conversions as the Directors may select.

108 Record date for dividends

• 108.1 Any resolution for the declaration or payment of a dividend on shares of any class may specify that the dividend shall be payable to the persons registered as the holders of such shares at a specified time on a particular date (the "Record Date").
• 108.2 If no Record Date is specified then, unless the terms of issue of the shares in question provide otherwise, the dividend shall be paid by reference to each member's holding of shares at close of business on the date of the ordinary resolution (in the case of a final dividend) or Board resolution (in the case of an interim dividend) approving the payment of that dividend.
• 108.3 The Record Date may be a date prior to that on which the resolution is passed.

109 No interest on dividends

The Company shall not pay interest on any dividend or other sum payable on or in respect of a share unless the terms of issue of that share or the provisions of any agreement between the Company and the holder of that share provide otherwise.

110 Retention of dividends

• 110.1 The Directors may retain all or part of any dividend or other sum payable on or in respect of a share on which the Company has a lien in respect of which the Directors are entitled to issue an enforcement notice.
• 110.2 The Company shall apply any amounts retained pursuant to Article 110.1 in or towards satisfaction of the moneys payable to the Company in respect of that share.
• 110.3 The Company shall notify the person otherwise entitled to payment of the sum that it has been retained and how the retained sum has been applied.
• 110.4 The Directors may retain the dividends payable upon shares:
• 110.4.1 in respect of which any person is entitled to become a member pursuant to Article 35 until such person shall become a member in respect of such shares; or
• 110.4.2 which any person is entitled to transfer pursuant to Article 35 until such person has transferred those shares.

111 Unclaimed dividend

111.1 The Company may cease to send any cheque or other means of payment by post for any dividend on any shares which is normally paid in that manner if in respect of at least two consecutive dividends payable on those shares the cheque, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these Articles, shall recommence sending cheques, warrants or orders in respect of the dividends payable on those shares if the holder of, or person entitled to them, claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.

111.2 In the event that:

• 111.2.1 a payee does not specify an address, or does not specify a bank account, or other details necessary in order to make a payment of a dividend or other sum payable on or in respect of a share by the means by which the Directors have decided in accordance with these Articles that a payment is to be made, or by which a payee has elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election, or
• 111.2.2 if a payment cannot be made by the Company using the details provided by the payee,

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

• 111.3 Any unclaimed dividends may be invested or otherwise applied for the benefit of the Company until they are claimed.
• 111.4 The payment by the Directors of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of that amount.
• 111.5 If a dividend remains unclaimed after a period of 12 years from the date on which it was declared or became due for payment, the person who was otherwise entitled to it shall cease to be entitled and the Company may keep that sum. The Company shall not be liable in any respect, nor be required to account to the relevant member or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law to such dividends or other moneys and the Company shall be entitled to use such dividends for the Company's benefit in any manner that the Directors from time to time may think fit.
• 111.6 If the Company sells shares in accordance with Article 38 any dividend or other sum that has not been cashed or claimed by a member (or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law) to such dividends or sums shall be forfeited and shall revert to the Company when such shares are sold. The Company shall be entitled to use such uncashed or unclaimed dividends or other sum for the Company's benefit in any manner that the Directors may from time think fit.

112 Waiver of dividend

A shareholder or other person entitled to a dividend may waive it in whole or in part. The waiver of any dividend shall be effective only if such waiver is in writing and signed or authenticated in accordance with Article 120 by the shareholder or the person entitled to the dividend and delivered to the Company.

Scrip Dividends

113 Scrip dividends

• 113.1 The Directors may offer to ordinary shareholders the right to receive an allotment of new ordinary shares ("Scrip Shares") credited as fully paid in lieu of the whole or part of a dividend.
• 113.2 The Directors shall not allot Scrip Shares unless so authorised by ordinary resolution. Such a resolution may give authority in relation to particular dividends or may extend to all dividends declared or paid in the period specified in the resolution. Such period may not be longer than three years from the date of the resolution.
• 113.3 The Directors may, without the need for any further ordinary resolution, offer rights of election in respect of any dividend declared or proposed after the date of the adoption of these Articles and at or prior to the next Annual General Meeting.
• 113.4 The Directors may offer such rights of election to shareholders either:

113.4.1 in respect of the next dividend proposed to be paid; or

• 113.4.2 in respect of that dividend and all subsequent dividends, until such time as the election is revoked or the authority given pursuant to Article 113.2 expires without being renewed (whichever is the earlier).
• 113.5 The number of Scrip Shares to be allotted in lieu of any amount of dividend shall be decided by the Directors and shall be such whole number of ordinary shares as have a value equal to or as near as possible to but in no event greater than such amount. For such purpose, the value of an ordinary share shall be the average of the middle market quotations of an ordinary share on the London Stock Exchange, as derived from the Daily Official List, on each of the first five dealing days on which the ordinary shares are quoted as being "ex" the relevant dividend. No fraction of an ordinary share shall be allotted.
• 113.6 If the Directors resolve to offer a right of election, they shall give written notice of such right to the ordinary shareholders specifying the procedures to be followed in order to exercise such right. No notice need be given to a shareholder who has previously made, and has not revoked, an earlier election to receive ordinary shares in lieu of all future dividends, but instead shall send such shareholder a reminder of the election made, indicating how that election may be revoked in time for the next dividend proposed to be paid.
• 113.7 If a member has elected to receive Scrip Shares in place of a dividend, that dividend (or that part of the dividend in respect of which a right of election has been given) shall not be payable on ordinary shares in respect of which the share election has been duly exercised and has not been revoked (the "elected Ordinary Shares"). In place of such dividend, the following provisions shall apply:
• 113.7.1 such number of Scrip Shares as are calculated in accordance with Article 113.5 shall be allotted to the holders of the elected Ordinary Shares;
• 113.7.2 unless the CREST Regulations require otherwise, if the elected Ordinary Shares are in uncertificated form on the Record Date then the Scrip Shares shall be issued as uncertificated shares;
• 113.7.3 if the elected Ordinary Shares are in certificated form on the Record Date then the Scrip Shares shall be issued as certificated shares;
• 113.7.4 the Directors shall capitalise, in accordance with the provisions of Article 8, a sum equal to the aggregate nominal amount of Scrip Shares to be allotted and shall apply that sum in paying up in full the appropriate number of new1 ordinary shares for allotment and distribution to and amongst the holders of the elected Ordinary Shares; and
• 113.7.5 the Scrip Shares allotted shall rank equally in all respects with the fully paid ordinary shares then in issue, save only as regards participation in the relevant dividend.
• 113.8 No fraction of an ordinary share shall be allotted. The Directors may make such provision as they think fit for any fractional entitlements, including that the whole or part of the benefit of those fractions accrues to the Company or that the fractional entitlements are accrued and/or retained on behalf of any ordinary shareholder.
• 113.9 The Directors may resolve that rights of election shall not be made available to any ordinary shareholders with registered addresses outside the United Kingdom where the Directors think fit in order to comply with, or avoid the requirements of, the laws or regulations of any territory or any regulatory body or stock exchange.
• 113.10 In relation to any particular proposed dividend, the Directors may in their absolute discretion resolve and shall so resolve if the Company has insufficient reserves or otherwise does not have the necessary authorities or approvals to issue new ordinary shares:
  • 113.10.1 that shareholders shall not be entitled to make any election to receive shares in place of a cash dividend and that any election previously made shall not extend to such dividend; or
  • 113.10.2at any time prior to the allotment of the ordinary shares which would otherwise be allotted in lieu of that dividend, that all elections to take shares shall be treated as not applying to that dividend,

113.10.3and, if so, the dividend shall be paid in cash as if no elections had been made in respect of it.

Accounts

114 Accounting records

Accounting records sufficient to show and explain the Company's transactions and otherwise complying with the Legislation shall be kept at the Office, or at such other place as the Directors think fit. No person shall have any right simply by virtue of being a member to

¹ October 2009: Previously this article referred to "unissued" rather than "new" shares.

inspect any account or book or document of the Company except as conferred by the Legislation or ordered by a court of competent jurisdiction or authorised by the Directors.

Communications with Members

115 Service of notices

• 115.1 The Company may, subject to and in accordance with the Legislation and these Articles, send or supply all types of notices, documents or information to members by electronic means and/or by making such notices, documents or information available on a website.
• 115.2 The Company Communications Provisions have effect, subject to the provisions of Articles 115 to 117, for the purposes of any provision of the Companies Acts or these Articles that authorises or requires notices, documents or information to be sent or supplied by or to the Company.
• 115.3 Any notice, document or information (including a share certificate) which is sent or supplied by the Company in hard copy form, or in electronic form but to be delivered other than by electronic means, and which is sent by pre-paid post and properly addressed, shall be deemed to have been received by the intended recipient at the expiration of 24 hours after the time it was posted (or 48 hours where first class mail or an equivalent service is not employed for members with a registered address in the UK). In proving such receipt, it shall be sufficient to show that such notice, document or information was properly addressed, prepaid and posted.
• 115.4 Any notice, document or information which is sent or supplied by the Company by electronic means shall be deemed to have been received by the intended recipient 24 hours after it was transmitted, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed.
• 115.5 Any notice, document or information which is sent or supplied by the Company by means of a website shall be deemed to have been received when the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
• 115.6 An accidental failure to send or subsequent late sending of, or 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.
• 115.7 The provisions of this Article 115 shall have effect in place of the Company Communications Provisions relating to deemed delivery of notices, documents or information.

116 Communication with joint holders

• 116.1 Anything which needs to be agreed or specified by the joint holders of a share shall for all purposes be taken to be agreed or specified by all the joint holders where it has been agreed or specified by the joint holder whose name stands first in the Register in respect of the share.
• 116.2 If more than one joint holder gives instructions or notifications to the Company pursuant to these Articles then, save where these Articles specifically provide otherwise, the Company shall only recognise the instructions or notifications of whichever of the joint holders' names appears first in the Register.
• 116.3 Any notice, document or information which is authorised or required to be sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose name stands first in the Register in respect of the share, to the exclusion of the other joint holders.
• 116.4 The provisions of this Article 116 shall have effect in place of the Company Communications Provisions regarding joint holders of shares.
• 116.5 If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder or otherwise by operation of law, any one of them may give instructions to the Company and give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share.

117 Deceased or bankrupt members

• 117.1 A person who claims to be entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall supply to the Company:
  • 117.1.1 such evidence as the Directors may reasonably require to show such person's title to the share; and
  • 117.1.2 an address at which notices may be sent or supplied to such person.
• 117.2 Subject to complying with Article 117.1, such a person shall be entitled to:
  • 117.2.1 have sent or supplied to such address any notice, document or information to which the relevant member would have been entitled. Any notice, document or information so sent or supplied shall for all purposes be deemed to be duly sent or supplied to all persons interested in the share (whether jointly with or as claiming through or under such person); and
  • 117.2.2 give instructions or notifications to the Company pursuant to these Articles in relation to the relevant shares and the Company may treat such instruction or notification as duly given by all persons interested in the share (whether jointly with or as claiming through or under such person).
• 117.3 Unless a person entitled to the share has complied with Article 117.1, any notice, document or information sent or supplied to the address of any member pursuant to these Articles shall be deemed to have been duly sent or supplied in respect of any share registered in the name of such member as sole or first-named joint holder. This Article shall apply notwithstanding even if such member is dead or bankrupt or in liquidation, and whether or not the Company has notice of such member's death or bankruptcy or liquidation.
• 117.4 The provisions of this Article 117 shall have effect in place of the Company Communications Provisions regarding the death or bankruptcy of a member.

118 Failure to supply address

• 118.1 The Company shall not be required to send notices, documents or information to a member who (having no registered address within the United Kingdom) has not supplied to the Company either a postal address within the United Kingdom or an electronic address for the service of notices.
• 118.2 If the Company sends more than one document to a member on separate occasions during a 12-month period and each of them is returned undelivered, that member will not be entitled

to receive notices from the Company until the member has supplied a new postal or electronic address for the service of notices.

119 Suspension of postal services

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

120 Signature or authentication of documents sent by electronic means

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

121 Statutory provisions as to notices

Nothing in any of Articles 115 to 120 shall affect any provision of the Legislation that requires or permits any particular notice, document or information to be sent or supplied in any particular manner.

Winding Up

122 Directors' power to petition

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

Destruction of Documents

123 Destruction of documents

123.1 The Company may destroy:

• 123.1.1 all instruments of transfer or other documents which have been registered or on the basis of which registration was made at any time after the expiration of six years from the date of registration;
• 123.1.2 all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording of them;
• 123.1.3 all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation; and
• 123.1.4 all proxy appointments from one year after the end of the meeting to which the appointment relates.
• 123.2 It shall conclusively be presumed in favour of the Company that:
  • 123.2.1 every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made;
  • 123.2.2 every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;
  • 123.2.3 every share certificate so destroyed was a valid and effective certificate duly and properly cancelled; and
  • 123.2.4 every other document mentioned in this Article 123 so destroyed was a valid and effective document in accordance with the recorded particulars in the books or records of the Company.
• 123.3 The provisions of this Article 123:
  • 123.3.1 shall apply only to the destruction of a document in good faith and without notice of any claim to which the document might be relevant; and
  • 123.3.2 shall not be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than provided by this Article 123 or in any other circumstances, which would not attach to the Company in the absence of this Article 123.
• 123.4 Any document referred to in this Article 123 may, subject to the Legislation, be destroyed before the end of the relevant period so long as a copy of such document (whether made electronically or by any other means) has been made and is retained until the end of the relevant period.
• 123.5 References in this Article 123 to the destruction of any document include references to its disposal in any manner.

Directors' Liabilities

124 Indemnity

• 124.1 So far as may be permitted by the Legislation, every Relevant Officer may be indemnified by the Company out of its own funds against:
  • 124.1.1 any liability incurred by or attaching to the Relevant Officer in connection with any negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or any Associated Company of the Company other than:
    • (i) any liability to the Company or any Associated Company; and
    • (ii) any liability of the kind referred to in Section 234(3) of the Companies Act 2006: and
  • 124.1.2 any other liability incurred by or attaching to the Relevant Officer in relation to or in connection with the Relevant Officer's duties, powers or office, including in connection with the activities of the Company or an Associated Company in its capacity as a trustee of an occupational pension scheme.
• 124.2 Where a Relevant Officer is indemnified against any liability in accordance with this Article 124, such indemnity may extend to all costs, charges, losses, expenses and liabilities incurred by the Relevant Officer in relation thereto.
• 124.3 In this Article 124:
  • 124.3.1 "Associated Company" shall have the same meaning as in Section 256 of the Companies Act 2006; and
  • 124.3.2 "Relevant Officer" means a Director, former Director or Secretary of the Company or of an Associated Company of the Company.

125 Insurance

• 125.1 Without prejudice to Article 124, the Directors shall have power to purchase and maintain insurance for or for the benefit of:
  • 125.1.1 any person who is or was at any time a Director or Secretary of any Relevant Company (as defined in Article 125.2); or
  • 125.1.2 any person who is or was at any time a trustee of any pension fund or employees' share scheme in which employees of any Relevant Company are interested,

including insurance against any liability (including all costs, charges, losses and expenses in relation to such liability) incurred by or attaching to such person in relation to such person's duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees' share scheme.

125.2 For the purpose of Article 125.1, "Relevant Company" shall mean:

125.2.1 the Company;

• 125.2.2 any parent undertaking of the Company;
• 125.2.3 any other body, whether or not incorporated, in which the Company or such parent undertaking or any of the predecessors of the Company or of such parent undertaking has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company; or
• 125.2.4 any subsidiary undertaking of the Company or of such other body.

126 Defence expenditure

• 126.1 So far as may be permitted by the Legislation, the Company may:
  • 126.1.1 provide a Relevant Officer with funds to meet expenditure incurred or to be incurred by the Relevant Officer:
    • (i) in defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or an Associated Company of the Company; or
    • (ii) in Section 205(5) of the Companies Act 2006; and

126.1.2 do anything to enable any such Relevant Officer to avoid incurring such expenditure.

• 126.2 The terms set out in Section 205(2) of the Companies Act 2006 shall apply to any provision of funds or other things done under Article 126.1.
• 126.3 So far as may be permitted by the Legislation, the Company:
  • 126.3.1 may provide a Relevant Officer with funds to meet expenditure incurred or to be incurred by the Relevant Officer in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or any Associated Company of the Company; and
  • 126.3.2 may do anything to enable any such Relevant Officer to avoid incurring such expenditure.
• 126.4 In this Article 126:
  • 126.4.1 "Associated Company" shall have the same meaning as in Section 256 of the Companies Act 2006; and
  • 126.4.2 "Relevant Officer" means a Director, former Director or Secretary of the Company or of an Associated Company of the Company.

Scheme of Arrangement

127 Scheme of Arrangement

• 127.1 In this Article 127, the "Scheme" means the scheme of arrangement dated 7 July 2025 between the Company and its Scheme Shareholders (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice in England and Wales and agreed by the Company, Aqua Acquisition Sub, LLC ("Bidco") and Qualcomm Incorporated ("Qualcomm") and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article 127.
• 127.2 Notwithstanding any other provision of these Articles, if the Company issues or transfers out of treasury any shares to any person (other than to Qualcomm, Bidco, any member of the Qualcomm Group (as defined in the Scheme) or Qualcomm's or Bidco's nominee(s)) on or after the adoption of this Article 127 and before the Scheme Record Time, such shares shall be issued or transferred subject to the terms of the Scheme (and shall be "Scheme Shares" for the purposes of the Scheme) and the original or subsequent holder or holders of such shares shall be bound by the Scheme accordingly.
• 127.3 Notwithstanding any other provision of these Articles and subject to the Scheme becoming effective pursuant to its terms, if any shares are issued or transferred out of treasury to any person (a "New Member") (other than under the Scheme or to Qualcomm, Bidco, any member of the Qualcomm Group or Qualcomm's or Bidco's nominee(s)) at or after the Scheme Record Time (the "Post-Scheme Shares"), thev shall be immediately transferred to Bidco (or such other person as it may direct) in consideration of and conditional upon (subject as hereinafter provided): (i) the payment to the New Member of such amount of cash for each Post-Scheme Share

as is equal to the cash consideration per Scheme Share due pursuant to the Scheme to Scheme Shareholders who have not made a valid election for an Alternative Offer and who have not made a valid Currency Election; or (ii) if and to the extent that such New Member has made a valid election for Consideration Shares or Consideration Exchangeable Securities, by giving notice in writing to the Company (or as it may direct), pursuant to and subject to the terms and conditions of the relevant provisions of the Scheme and the New Member's form of election and in accordance with Articles 127.10 or 127.11 (as applicable), the allotment and issue or transfer (as applicable) to the New Member of: (A) in the case of a valid election for Alternative Offer 1, such number of Qualcomm shares of common stock with a par value of US\$0.0001 per share as is equal to the consideration per Scheme Share due to Scheme Shareholders who have elected for Alternative Offer 1 (the "Consideration Shares") and (if applicable) the payment of cash in respect of fractional entitlements to the Consideration Shares in accordance with Article 127.7; or (B) in the case of a valid election for Alternative Offer 2, such number of New Series A Qualcomm Exchangeable Securities and New Series B Qualcomm Exchangeable Securities as is equal to the consideration per Scheme Share due to Scheme Shareholders who have elected for Alternative Offer 2 and which will be subject to the terms of, and conditions to, any such election as it applies under the relevant provisions of the Scheme (including, if applicable, the provision of satisfactory "know your customer" and tax election or similar information in a form reasonably acceptable to Bidco) (the "Consideration Exchangeable Securities") and (if applicable) the payment of cash in respect of fractional entitlements to the New Series A Qualcomm Exchangeable Securities and New Series B Qualcomm Exchangeable Securities in accordance with Article 127.7, in each case, provided that:

• 127.3.1 such elections as set out in paragraph (ii) above may only be made on or prior to the date falling 60 days after the Scheme Effective Date (or, in the case of the issue or transfer of Post-Scheme Shares to a New Member pursuant to the exercise of an option or satisfaction of an award under one of the Alphawave Share Plans, such deadline as is notified by the Company) (the "Election Deadline");
• 127.3.2 if, in respect of any New Member with: (i) a registered address in a jurisdiction outside the United Kingdom, the United States or Canada; or (ii) whom the Company, Bidco (and/or, in respect of elections for the Consideration Exchangeable Securities, Qualcomm CanCo) reasonably believes to be a citizen, resident or national of, or located in, a jurisdiction outside the United Kingdom, United States or Canada, either the Company or Bidco (and/or, in respect of elections for the Consideration Exchangeable Securities, Qualcomm CanCo) is advised that the transfer of Consideration Shares or the allotment and issue of Consideration Exchangeable Securities (as applicable), or the provision of the right to elect to receive Consideration Shares or Consideration Exchangeable Securities, pursuant to this Article would or may infringe the laws of such jurisdiction or would or may require any of the Company, Qualcomm and/or Bidco (and/or in respect of elections for the Consideration Exchangeable Securities. Qualcomm CanCo) (or any of their nominee(s)) to comply with any governmental or other consent or any registration, filing or other formality with which any of the Company, Qualcomm, Bidco and/or Qualcomm

CanCo (as applicable) is unable to comply or compliance with which the Company, Qualcomm, Bidco and/or Qualcomm CanCo (as applicable) regards as unduly onerous, then the Company, Qualcomm, Bidco and/or Qualcomm CanCo may, in its or their sole and absolute discretion, determine that either such Consideration Shares or Consideration Exchangeable Securities (as applicable) shall be sold or that a cash amount equal to the value of the Consideration Shares or Consideration Exchangeable Securities (as applicable) shall be paid to the New Member. In the event that the Consideration Shares or Consideration Exchangeable Securities (as applicable) are to be sold, the Company shall appoint a person to act as attorney or agent for the New Member pursuant to this Article and such person shall be authorised on behalf of such New Member to procure that any Consideration Shares or Consideration Exchangeable Securities (as applicable) in respect of which the Company has made such determination shall, as soon as practicable following the allotment and issue or transfer of such Consideration Shares or Consideration Exchangeable Securities (as applicable), be sold, including being authorised to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (whether as a deed or otherwise). The net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax and other applicable taxes payable on the proceeds of sale), or (if it is instead determined that a cash amount equal to the value of the Consideration Shares or Consideration Exchangeable Securities (as applicable) shall be paid to the New Member) the cash amount in U.S. dollars equal to the value of the Consideration Shares or Consideration Exchangeable Securities (as determined by the Board in good faith and in its sole and absolute discretion, such determination being conclusive and binding on the relevant New Member) (as applicable), shall be paid in U.S. dollars to the persons entitled thereto in due proportions as soon as practicable, save that any fractional cash entitlements shall be rounded down to the nearest whole cent; and

127.3.3 any New Member may, prior to the issue or transfer of any Post-Scheme Shares to such New Member pursuant to the exercise of an option or satisfaction of an award under any of the Alphawave Share Plans, give not less than five business days' written notice to the Company in such manner as the Directors shall prescribe of their intention to transfer some or all of such Post-Scheme Shares to their spouse or civil partner. Any such New Member may, if such notice has been validly given, on such Post-Scheme Shares being issued or transferred to such New Member, immediately transfer to their spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme Shares shall then be immediately transferred from that spouse or civil partner to Bidco (or as it may direct) pursuant to this Article as if the spouse or civil partner were a New Member. Where a transfer of Post-Scheme Shares to a New Member's spouse or civil partner takes place in accordance with this Article, references to "New Member" in this Article shall be taken as referring to the spouse or civil partner of the New Member. If notice has been validly given pursuant to this Article but the New Member does not immediately transfer to their spouse

or civil partner the Post-Scheme Shares in respect of which notice was given, such shares shall be transferred directly to Bidco (or such other person as it may direct) pursuant to this Article.

• 127.4 The Consideration Shares transferred to a New Member pursuant to Article 127.3 shall rank equally with all other fully paid shares of common stock of Qualcomm in issue at that time (other than as regards any dividend or other distribution payable by reference to a record date preceding the date of allotment or transfer).
• 127.5 The Consideration Exchangeable Securities transferred to a New Member pursuant to Article 127.3 shall rank equally with all other fully paid exchangeable securities of the same class in issue by Qualcomm CanCo at that time.
• 127.6 On any reorganisation of, or material alteration to, the share capital of the Company, Bidco, Qualcomm or Qualcomm CanCo (including, without limitation, any subdivision and/or consolidation) effected after the Scheme Effective Time, the value of the cash payment per share to be paid and the number of Consideration Shares or Consideration Exchangeable Securities (as applicable) to be transferred to a New Member for each Post-Scheme Share under Article 127.3 may be adjusted by the Directors of the Company in such manner as the auditors of the Company or an investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to shares, Consideration Shares, Consideration Exchangeable Securities (as applicable) or Post-Scheme Shares shall, following such adjustment, be construed accordingly.
• 127.7 No fraction of a Consideration Share or Consideration Exchangeable Security (as applicable) shall be allotted, issued or transferred to a New Member pursuant to this Article. The entitlement of each New Member who would otherwise have been entitled to a fraction of a Consideration Share or Consideration Exchangeable Security (as applicable) shall be rounded down, in each case to the nearest whole number of Consideration Shares, New Series A Qualcomm Exchangeable Securities or New Series B Qualcomm Exchangeable Securities, as applicable, per New Member. In respect of any fraction of a Consideration Share or a Consideration Exchangeable Security (as applicable) to which a New Member would otherwise have become entitled to receive, at Bidco's election in its sole and absolute discretion in lieu of such fractional entitlements, Bidco shall either: (i) in respect of the Consideration Shares only, procure that such fractions shall be aggregated with the fractional entitlements of any other New Members whose shares are being transferred under this Article on the same date and the maximum whole number of Consideration Shares shall then be sold in the market as soon as practicable after their allotment and issue, and the net U.S. dollar cash proceeds (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax (and other applicable taxes) payable on the proceeds of sale, and rounded down to the nearest cent) shall be paid to the persons entitled thereto in due proportions; or (ii) in respect of the Consideration Shares or Consideration Exchangeable Securities (as applicable), procure that the relevant New Member receives U.S. dollar cash in an amount (rounded down to the nearest cent) that is equal to such fractional entitlements (determined on an as-exchanged basis) multiplied by the last reported sale price of Qualcomm common stock on NASDAQ (as reported in Bloomberg or, if not reported therein, in another authoritative source selected by Qualcomm, Bidco and/or Qualcomm CanCo (as applicable)) on the last trading day of NASDAQ prior to

the Scheme Effective Date, and such cash amount (net of any applicable taxes) shall be paid by: (a) Bidco (and/or its nominee(s) or agents), in respect of the Consideration Shares; and (b) Bidco (and/or its nominee(s) or agents), or Qualcomm CanCo (and/or its nominee(s) or agents), in respect of the Consideration Exchangeable Securities, to the relevant New Member in lieu of such fractional entitlements.

• 127.8 No amounts of cash of less than one cent shall be paid to any New Member pursuant to this Article and the aggregate amount of cash to which a New Member would otherwise have become entitled shall be rounded down to the nearest cent. All payments of cash pursuant to this Article shall be in U.S. dollars.
• 127.9 To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to Bidco and/or its nominee(s) (or as Bidco may direct) and do all such other things and execute and deliver all such documents (whether as a deed or otherwise) as may in the opinion of the attorney and/or agent be necessary or desirable to vest the Post-Scheme Shares in Bidco or its nominee(s) (or as Bidco may direct) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as Bidco may direct. If an attorney and/or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney and/or agent fails to act in accordance with the directions of Bidco) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Bidco. The attorney and/or agent shall be empowered to execute and deliver as transferor a forms of transfer or other instrument(s) or instruction(s) of transfer (whether as a deed or otherwise) on behalf of the New Member in favour of Bidco and/or its nominee(s) (or as Bidco may direct) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register Bidco and/or its nominee(s) (or as Bidco may direct) as holder of the Post-Scheme Shares and issue to it certificates for them. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares.
• 127.10 Subject to Article 127.11, the Company will provide or make available upon reguest to any New Member (or person exercising rights to become a New Member) a form of election (a "New Member Form of Election") for the purposes of enabling an election to receive Consideration Shares or Consideration Exchangeable Securities as set out in Article 127.3(ii). A New Member Form of Election (whether in physical or electronic form) must be validly completed by or with respect to such New Member and received by the Company or its designated agent (in a form acceptable to it and in accordance with the instructions therein) on or prior to the Election Deadline for an election for Consideration Shares or Consideration Exchangeable Securities to be valid. If no valid election for Consideration Shares or Consideration Exchangeable Securities is received on or prior to the Election Deadline, the relevant New Member will be deemed to have chosen to receive payment of such cash consideration for each Post-Scheme Share in accordance with Article 127.3(i).
• 127.11 Article 127.10 shall not apply to any person who becomes a New Member pursuant to the exercise of an option or satisfaction of an award under one of the Alphawaye Share Plans. In order to receive Consideration Shares or Consideration Exchangeable Securities, such New Members must validly complete and return a form of election for Alternative Offer 1 or Alternative Offer 2 by the Election Deadline in accordance with any instructions provided to them by the Company prior to the

Scheme Effective Date. If no valid election by a relevant New Member for Alternative Offer 1 or Alternative Offer 2 is received on or prior to the Election Deadline, such New Member will be deemed to have chosen to receive payment of such amount of cash in accordance with Article 127.3(i). The payment of cash or the delivery of Consideration Shares or Consideration Exchangeable Securities to any person who becomes a New Member pursuant to the exercise of an option or satisfaction of an award under one of the Alphawave Share Plans shall be subject to such arrangements to ensure that any member of the Alphawave Group complies with any obligation under law to withhold applicable taxes, social security contributions or levies in respect of such exercise or satisfaction or such payment or delivery as the Company may, in its sole discretion, determine.

• 127.12 Bidco shall: (i) settle any cash consideration due to a New Member under this Article by sending a cheque in U.S. dollars, and drawn on a UK clearing bank, in favour of the New Member for the consideration for such Post-Scheme Shares; and (ii) if applicable and subject to Article 127.3: (A) in respect of any Consideration Shares due to a New Member, transfer (or procure the transfer of) the relevant Consideration Shares to the New Member; and (B) in respect of any Consideration Exchangeable Securities due to a New Member, procure that Qualcomm CanCo allots and issues (or that Qualcomm CanCo shall procure the allotment and issuance) the relevant Consideration Exchangeable Securities to the New Member, and (if applicable) sends a cheque in U.S. dollars, and drawn on a UK clearing bank, in favour of the New Member in respect of any cash due in respect of fractional entitlements in accordance with Article 127.7 or in circumstances where the provisions of Article 127.3.2 apply, in either case with respect to (i) or (ii) within: (I) if the relevant Post-Scheme Shares are issued or transferred to the New Member on or before the date falling 60 days after the Scheme Effective Time, 14 days of the earlier of (a) the date falling 60 days after the Scheme Effective Time and (b) the receipt of a validly completed New Member Form of Election by the Company or its receiving agent; and (II) if the relevant Post-Scheme Shares are allotted and issued or transferred to the New Member after the date falling 60 days after the Scheme Effective Time, within 14 days of the date on which the relevant Post-Scheme Shares are allotted and issued or transferred to the New Member.
• 127.13 Notwithstanding any other provision of these Articles, neither the Company nor the directors shall register the transfer of any Scheme Shares between the Scheme Record Time and the Scheme Effective Time.

Table of Contents

	Preliminary
1	Default Articles not to apply
2	Interpretation
3	Liability of members
	Shares
4	Shares and special rights
5	Commissions on issue of shares
6	Reduction of capital
7	Fractions arising on consolidation or subdivision
8	Capitalisation of profits and reserves
9	Only absolute interests recognised
	Share Certificates
10 -	lssue of share certificates
11 -	Form of share certificate
	12
	13
	Shares not held in Certificated Form
৭	Uncertificated shares
	Calls on Shares
	15
16	Power to differentiate between holders
17	Calls
18	Liability for calls

Page

19	Interest on overdue amounts
20	Payment of calls in advance
	Forfeiture and Lien
21	Notice on failure to pay a call
22	Forfeiture for non-compliance
23	Disposal of forfeited shares
24	Holder to remain liable despite forfeiture
25	Lien on partly-paid shares
26	Sale of shares subject to lien
27	Evidence of forfeiture
	Variation of Rights
28	Manner of variation of rights
	29
	Transfer of Shares
30	Form of transfer
31	Right to refuse registration
	32
33	Branch register
	Transmission of Shares
34	Persons entitled to shares on death
35	Election by persons entitled by transmission
36 - -	Rights of persons entitled by transmission
37	Prior notices binding
	Untraced Shareholders
38	Untraced shareholders

	General Meetings
	39
40	Convening of General Meetings
41	Postponement or cancellation of General Meetings
	Notice of General Meetings
	42
	Proceedings at General Meetings
43	Chair
44	Requirement for Quorum
45	Adjournment
46	Notice of adjourned meeting
47	Amendments to resolutions
48	Security arrangements and orderly conduct
49	Satellite meeting places
50	Combined physical and electronic General Meetings
51	Attendance at and participation in General Meetings
	Polls
	52
રૂડે	Procedure on a poll
54	Timing of poll
	Votes of Members
55	Votes attaching to shares
56	Votes of joint holders
5/	Validity and result of vote
	Proxies and Corporate Representatives

રુપ્ત	Appointment of proxies
ട്ടു	Multiple proxies
ల్లిలో	Form of proxy
61	Deposit of form of proxy
62	Rights of proxy
୧૩	Termination of proxy's authority
64	Corporations acting by representatives
	Default Shares
65	Restriction on voting in particular circumstances
	Directors
66	Number of Directors
67	Share qualification
୧୫	Directors' fees
ea	Other remuneration of Directors
70	Directors' expenses
71	Directors' pensions and other benefits
	72
73	Powers of executive Directors
74	President
	Appointment and Retirement of Directors
75	Election or appointment of additional Director
	76
11	Re-election of retiring Director
78	Termination of office
	79

	Meetings and Proceedings of Directors
80	Convening of meetings of Directors
81	Quorum
82	Chair and Deputy Chair
83	Casting vote
84	Number of Directors below minimum
85	Directors' written resolutions
86	Validity of proceedings
	Directors' Interests
87	Authorisation of Directors' interests
88	Permitted interests
88	Restrictions on quorum and voting
90	Confidential information
91	Directors' interests - general
	Powers of Directors
92	General powers
	93
94	Bank mandates
95	Borrowing restrictions
	Delegation of Powers
96	Appointment and constitution of committees
	97
	98
Alternate Directors
	99

	Secretary
100	Secretary
	The Seal
101	The Seal
	Authentication of Documents
102	Authentication of documents
	Dividends
103	Declaration of final dividends
104	Fixed and interim dividends
105	Non-cash distributions
106	Ranking of shares for dividend
107	Manner of payment of dividends
108	Record date for dividends
109	No interest on dividends
110	Retention of dividends
111	Unclaimed dividend
112	Waiver of dividend
	Scrip Dividends
113	Scrip dividends
	Accounts
	114 Accounting records
	Communications with Members
115	Service of notices
	116 Communication with joint holders
	117 Deceased or bankrupt members

118	Failure to supply address
119	Suspension of postal services
120	Signature or authentication of documents sent by electronic means
	121 Statutory provisions as to notices
	Winding Up
122	Directors' power to petition
	Destruction of Documents
123	Destruction of documents
	Directors' Liabilities
124	Indemnity
125	Insurance
126	Defence expenditure
	Scheme of Arrangement
	127 Scheme of Arrangement