THE COMPANIES (GUERNSEY) LAW, 2008 (AS AMENDED)

NON-CELLULAR COMPANY LIMITED BY SHARES

ARTICLES OF INCORPORATION

FAIR OAKS INCOME LIMITED (the "Company")

Registered on 7 March 2014

New arƟcles of incorporaƟon adopted by a special resoluƟon passed on 28 May 2015, as updated by special resoluƟons passed on 25 August 2016, 29 March 2017, 19 April 2021 and on 31 October 2025

T	ABLE OF CONTENTS	i
1.	DEFINITIONS	1
2.	INTERPRETATION	12
3.	STANDARD ARTICLES NOT TO APPLY	12
4.	POWER OF THE DIRECTORS TO ISSUE SHARES	12
5.	CLASS ACCOUNTS	14
6.	PRE-EMPTION ON ISSUE OF SHARES	16
7.	REALISATION SHARES	19
8.	ORDINARY SHARES	20
9.	REDEMPTION
10.	C SHARES
11.	COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST	25
12.	VARIATION OF CLASS RIGHTS	26
13.	CALLS ON SHARES
14.	FORFEITURE
15.	LIEN
16.	TRANSFER AND TRANSMISSION OF SHARES
17.	DISCLOSURE OF BENEFICIAL INTERESTS
18.	THE REGISTER
19.	CERTIFICATES
20.	ALTERATION OF CAPITAL
21.	GENERAL MEETINGS
22.	NOTICE OF GENERAL MEETINGS
23.	ELECTION AND POWERS OF CHAIRMAN
24.	RIGHT OF DIRECTORS TO SPEAK
25.	PROCEEDINGS AT GENERAL MEETINGS
26.	VOTES OF MEMBERS
27.	CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
28.	APPOINTMENT OF DIRECTORS
29.	REMUNERATION OF DIRECTORS
30.	DIRECTORS' INTERESTS
31.	BORROWING POWERS
32. 33.	POWERS AND DUTIES OF DIRECTORS
33. 34.	RETIREMENT AND REMOVAL OF DIRECTORS
35.	PROCEEDINGS OF PURECTORS
36.	MANAGING DIRECTORS	5 =
30. 37.	ALTERNATE DIRECTORS
37. 38.	SECRETARY
39.	THE SEAL
39. 40.	RECORD DATES
40. 41.	DIVIDENDS, DISTRIBUTIONS AND RESERVES
41. 42.	ACCOUNTS
42. 43.	AUDIT
43. 44.	NOTICES
44 . 45.	WINDING UP

47.	INSPECTION OF REGISTERS AND OTHER RECORDS6	1
48.	COMMON SIGNATURE6	1

THE COMPANIES (GUERNSEY) LAW, 2008 (AS AMENDED)

NON-CELLULAR COMPANY LIMITED BY SHARES

ARTICLES OF INCORPORATION

FAIR OAKS INCOME LIMITED

1. DEFINITIONS

In these ArƟcles, if not inconsistent with the subject or context, the following words have the following meaning:

25% Threshold			The term "25% Threshold" shall mean ownership by
	Benefit Plan Investors, in the aggregate, of 25 per cent. or

more of the value of any class of capital or other equity interest in the Company (calculated by excluding the value of any capital or other equity interest held by any

Controlling Person).

Administrator Any person appointed or for the Ɵme being acƟng as

administrator of the Company.

these ArƟcles The arƟcles of incorporaƟon of the Company in their

present form or as from Ɵme to Ɵme altered.

Authorised Operator Euroclear UK and Ireland Limited or such other person as

may for the Ɵme being be authorised under the

RegulaƟons to operate an UncerƟficated System.

Back Stop Date Such date as determined by the Directors and set out in

the Specified Conversion Criteria.

Benefit Plan Investor The term "Benefit Plan Investor" shall mean (i) an

employee benefit plan (as defined by SecƟon 3(3) of ERISA) subject to Title I of ERISA; (ii) a plan described in and subject to SecƟon 4975 of the Code; (iii) an enƟty whose underlying assets include the assets of any plan described in clause (i) or (ii) by reason of the plan's investment in such enƟty (including but not limited to an insurance company general account); or (iv) an enƟty that otherwise consƟtutes a "benefit plan investor" within the

meaning of the Plan Asset RegulaƟon.

Business Day A day which is not a Saturday, Sunday or public holiday in Guernsey.

C Admission Admission of C Shares of the relevant class or tranche to lisƟng and/or trading on the London Stock Exchange or such other lisƟng / market as the Directors shall determine at the Ɵme that the C Shares of such class or tranche are first offered.

C Share A redeemable converƟble ordinary share of no par value in the capital of the Company issued and designated as a C Share of such class or tranche, denominated in such currency, and converƟble into such New Ordinary Shares, as may be determined by the Directors at the Ɵme of issue.

C Share Surplus In relaƟon to any class or tranche of C Shares, the net assets of the Company aƩributable to that class or tranche of C Shares (as determined by the Directors) at the date of winding up or other distribuƟon or return of capital.

CalculaƟon Time The earliest of:

(a) the close of business on the last Business Day prior to the day on which Force Majeure Circumstances have arisen or the Directors resolve that they are in contemplaƟon;
(b) the close of business on such date as the Directors may decide is necessary to enable the Company to comply with its obligaƟons in respect of the Conversion of that class or tranche of C Shares;
(c) the close of business on the Back Stop Date for the relevant class or tranche of C Shares; and
(d) the close of business on such date as the Directors may determine, provided that the Directors shall, in their discreƟon, have resolved that the Early Investment CondiƟon of the relevant class or tranche of C Shares has been

saƟsfied and that the relevant class or tranche of C Shares shall be converted.

CerƟficated or in cerƟficated form A unit of a security which is not an UncerƟficated unit and is normally held in cerƟficated form.

CerƟficated Shares A share which is normally held in cerƟficated form.

Charitable Beneficiary The term "Charitable Beneficiary" shall mean one or more beneficiaries of a Trust as determined pursuant to SecƟon 7.12(f), provided that each such organizaƟon must be described in SecƟon 501(c)(3) of the U.S. Code and contribuƟons to each such organizaƟon must be eligible for deducƟon under each of SecƟons 170(b)(1)(A), 2055 and 2522 of the U.S. Code.

Class Account Has the meaning ascribed to it in ArƟcle 5.1.

Clear Days In relaƟon to a period of noƟce, shall mean that period excluding the day when the noƟce is served or deemed to be served and the day for which it is given or on which it is to take effect.

ConstrucƟve Ownership The term "ConstrucƟve Ownership" shall mean ownership of the Share Capital by a Person, whether the interest in the Share Capital is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the applicaƟon of SecƟon 318(a) of the U.S. Code, as modified by SecƟon 856(d)(5) of the U.S. Code. The terms "ConstrucƟve Owner", "ConstrucƟvely Owns" and "ConstrucƟvely Owned" shall have the correlaƟve meanings.

Controlling Person Any person (other than a Benefit Plan Investor) that has discreƟonary authority or control with respect to the assets of the Company or that provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person.

Conversion In relaƟon to any class or tranche of C Shares, conversion of that class or tranche of C Shares in accordance with these ArƟcles.

Conversion RaƟo In relaƟon to each class or tranche of C Shares, A divided by B calculated to four decimal places (with 0.00005 being rounded upwards) where:

A= C - D E

and

B= F - G H

and where:

C is the aggregate value of all assets and investments of the Company aƩributable to the relevant class or tranche of C Shares (as determined by the Directors) at the relevant CalculaƟon Time calculated in accordance with the valuaƟon policy adopted by the Directors from Ɵme to Ɵme;

D is the amount which (to the extent not otherwise deducted in the calculaƟon of C) in the Directors' opinion fairly reflects at the relevant CalculaƟon Time the amount of the liabiliƟes and expenses of the Company aƩributable to the C Shares of the relevant class or tranche (as determined by the Directors);

E is the number of the C Shares of the relevant class or tranche in issue as at the relevant CalculaƟon Time;

F is the aggregate value of all assets and investments aƩributable to the Ordinary Shares (as determined by the Directors) at the relevant CalculaƟon Time calculated in accordance with the valuaƟon policy adopted by the Directors from Ɵme to Ɵme;

G is the amount which (to the extent not otherwise deducted in the calculaƟon of F) in the Directors' opinion, fairly reflects at the relevant CalculaƟon Time the amount of the liabiliƟes and expenses of the Company aƩributable to the Ordinary Shares; and

H is the number of Ordinary Shares in issue as at the relevant CalculaƟon Time;

Provided always that:

(a) the Directors shall be enƟtled to make such adjustments to the value or amount of A or B as they believe to be appropriate having regard to, among other things, the assets of the Company immediately prior to the Issue Date or the CalculaƟon Time or to the reasons for the issue of the C Shares of the relevant class or tranche;
(b) in relaƟon to any class or tranche of C Shares, the Directors may, as part of the terms of issue of such class or tranche, amend the definiƟon of Conversion RaƟo in relaƟon to that class or tranche; and
(c) where valuaƟons are to be made as at the CalculaƟon Time and the CalculaƟon Time is not a Business Day, the Directors shall apply the provisions of this definiƟon as if the CalculaƟon Time were the preceding Business Day.

Conversion Time A Ɵme following the CalculaƟon Time, being the opening of business in London on such Business Day as may be selected by the Directors and falling not more than 20 Business Days aŌer the CalculaƟon Time.

the Court Means the Royal Court of Guernsey siƫng as an Ordinary Court.

Dematerialised InstrucƟon An instrucƟon sent or received by means of an UncerƟficated System.

Department Shall have the meaning given to it in ArƟcle 3.

DistribuƟon Shall have the meaning ascribed to it by SecƟon 301 of the Law.

Dividend Shall have the meaning ascribed to it by SecƟon 302 of the Law.

a Director a director of the Company for the Ɵme being.

the Directors The directors of the Company who number not less than the quorum required by these ArƟcles, or, as the case may be, the directors assembled as a board or a commiƩee of

the board, or, if the Company only has one director, that director.

Early Investment CondiƟon Any such condiƟon specified in the Specified Conversion Criteria.

EEA State A state which is a contracƟng party to the Agreement on the European Economic Area signed at Oporto on 2 May 1992 (as it has effect from Ɵme to Ɵme).

Electronic Means Shall have the meaning ascribed to it by the Law.

Eligible Members The Members enƟtled to vote on the circulaƟon date of a WriƩen ResoluƟon.

ERISA The United States Employee ReƟrement Income Security Act of 1974, as amended.

Extraordinary ResoluƟon A resoluƟon of the Members passed as an extraordinary resoluƟon by a majority of not less than seventy five per cent. of the votes of the Members enƟtled to vote and voƟng in person or by aƩorney or by proxy at a meeƟng or by seventy five per cent. of the total voƟng rights of Eligible Members by WriƩen ResoluƟon.

FOIF II LP The limited partnership established and registered under that name (and formerly known as FOMC II LP) pursuant to the Limited Partnerships (Guernsey) Law, 1995 (as amended) with registered number 2782.

FOMC III LP The limited partnership established and registered under that name pursuant to the Limited Partnerships (Guernsey) Law, 1995 (as amended) with registered number 3847 or any successor name thereto.

Force Majeure Circumstances In relaƟon to any class or tranche of C Shares:

(a) any poliƟcal or economic circumstances or actual or anƟcipated changes in fiscal or other legislaƟon which, in the opinion of the Directors, renders Conversion necessary or desirable;
(b) the issue of any proceedings challenging, or seeking to challenge the power of the Company or its Directors to issue the C Shares of that class or tranche with the rights proposed to be aƩached to them or to the persons to whom they

are, or the terms on which they are, proposed to be issued; or

Investment Adviser Such person, firm or corporaƟon appointed by the Company from Ɵme to Ɵme and acƟng as investment adviser to the Company.

Investment Adviser Associate Any person, firm or corporaƟon directly or indirectly controlling, controlled by or under common control with, the Investment Adviser.

Issue Date In relaƟon to any class or tranche of C Shares, the date on which C Admission first becomes effecƟve or such other date as the Directors may determine.

Law The Companies (Guernsey) Law, 2008 (as amended).

London Stock Exchange London Stock Exchange plc.

Managing Director The managing director of the Company appointed pursuant to ArƟcle 36.

Member In relaƟon to shares means the person whose name is entered in the Register as the holder of the shares and includes, on the death, disability or insolvency of a Member, any person enƟtled to such shares on the death, disability or insolvency of such Member.

In relaƟon to shares of the Company held in an UncerƟficated System, means:

(a) a person who is permiƩed by the Authorised Operator to transfer, by means of that system, Ɵtle to UncerƟficated shares of the Company held by him, or
(b) two or more persons who are jointly permiƩed to do so.

Memorandum The memorandum of incorporaƟon of the Company for the Ɵme being current.

month A calendar month.

Net Asset Value The value of the assets of the Company less its liabiliƟes (including accrued but unpaid fees), or, where relevant,

the assets aƩributable to a class or tranche of share less the liabiliƟes aƩributable to that class or tranche of share (including accrued but unpaid fees), in each case determined (by the Directors in their absolute discreƟon) in accordance with the accounƟng principles adopted by the Company from Ɵme to Ɵme.

New Ordinary Shares The New Ordinary Shares arising upon the Conversion of C Shares in accordance with these ArƟcles.

Non-Qualified Holder Any person, as determined by the Directors to whom a sale or transfer of shares, or in relaƟon to whom the holding of shares:

(a) would cause the assets of the Company to be treated as "plan assets" of any benefit plan investor under secƟon 3(42) of ERISA;
(b) might result in the Company and/or its shares or the Investment Adviser being required to be registered or qualified under the U.S. Investment Company Act and/or the United States Investment Advisers Act of 1940, as amended and/or the United States SecuriƟes Act of 1933, as amended and/or the United States SecuriƟes Exchange Act of 1934 (the "US Exchange Act"), as amended and/or any similar legislaƟon (in any jurisdicƟon) that regulates the offering and sale of securiƟes;
(c) might cause the Company to not be considered a "Foreign Private Issuer" under the US Exchange Act;
(d) may cause the Company to be a "controlled foreign corporaƟon" for the purposes of the United States Internal Revenue Code of 1986; or
(e) may cause the Company to be subject to any withholding tax or reporƟng obligaƟon under the United States Foreign Account Tax Compliance Act or any similar legislaƟon in any territory or jurisdicƟon, or to be unable to avoid or reduce any such tax or to be unable to comply with any such reporƟng obligaƟon (including by reason of the failure of the Shareholder concerned to provide promptly to the Company such informaƟon or documentaƟon as the Company may have requested to enable it to avoid or minimise such withholding tax or to

comply with such reporƟng obligaƟon).

Office The registered office for the Ɵme being of the Company.

Ordinary ResoluƟon A resoluƟon of the Company passed as an ordinary resoluƟon in accordance with the Law by a simple majority of the votes of the Members enƟtled to vote and voƟng in person or by aƩorney or by proxy at a meeƟng or by a simple majority of the total voƟng rights of Eligible

Members by WriƩen ResoluƟon.

Ordinary Share An ordinary share of nil par value in the capital of the

Company re-designated as, or issued and designated as, an ordinary share, and denominated in such currency as may be determined by the Directors at the Ɵme of issue

or re-designaƟon.

Ordinary Share Surplus The net assets of the Company aƩributable to each class

of Ordinary Shares (as determined by the Directors) at the

date of winding up or other return of capital.

ParƟcipaƟng Security A security (including a share) the Ɵtle to units of which is

permiƩed by an Authorised Operator to be transferred by

means of an UncerƟficated System.

Plan Asset RegulaƟon The plan asset regulaƟon promulgated by the United

States Department of Labor under ERISA at 29 C.F.R.

2510.3-101, as modified by SecƟon 3(42) of ERISA.

present or present in person In relaƟon to general meeƟngs of the Company and to

meeƟngs of the holders of any class of shares, includes present by aƩorney or by proxy or, in the case of a

corporate Member, by representaƟve

Prohibited ResoluƟon A resoluƟon in the context of a RequisiƟon Request which

would, if passed, be ineffecƟve (whether by reason of inconsistency with any enactment or the Memorandum or these ArƟcles or otherwise), be defamatory of any

person, or be frivolous or vexaƟous.

RealisaƟon Share An ordinary share of nil par value in the capital of the

Company re-designated as, or issued and designated as, a RealisaƟon Share, and denominated in such currency as may be determined by the Directors at the Ɵme of issue

or re-designaƟon.

RealisaƟon Share Surplus The net assets of the Company aƩributable to each class of RealisaƟon Shares (as determined by the Directors) at the date of winding up or other return of capital.

RedempƟon Date The date upon which a redempƟon is effecƟve as determined by the Company in its sole discreƟon.

Register The register of Members to be kept pursuant to the Law which shall, unless the context otherwise requires, include the register required to be kept by the Company under the RegulaƟons and the Rules in respect of Company shares held in UncerƟficated form.

Registrar Shall mean the Registrar of Companies.

RegulaƟons The UncerƟficated SecuriƟes (Guernsey) RegulaƟons, 2009 (as amended from Ɵme to Ɵme).

RequisiƟon Request A request for the holding of a general meeƟng of the Company staƟng the general nature of the business to be dealt with at the meeƟng which may include the text of a resoluƟon intended to be moved at that general meeƟng, provided it is not a Prohibited ResoluƟon.

RIS A regulatory informaƟon service that is approved by the FCA as meeƟng the primary informaƟon provider criteria and that is on the list of regulatory informaƟon service providers maintained by the FCA.

Rules The rules, including any manuals, issued from Ɵme to Ɵme by the Authorised Operator governing the admission of securiƟes to and the operaƟon of the UncerƟficated System managed by the Authorised Operator.

Seal Shall have the meaning given to it in ArƟcle 39.1

Secretary Any person appointed to perform any of the duƟes of secretary of the Company (including an assistant or deputy secretary) and in the event of two or more persons being appointed as joint secretaries any one or more of the persons so appointed.

shares Shares of any class in the capital of the Company as well as any fracƟon of a share.

Special ResoluƟon A resoluƟon of the Members passed as a special resoluƟon in accordance with the Law by a majority of not less than seventy five per cent. of the votes of the

Members enƟtled to vote and voƟng in person or by aƩorney or by proxy at a meeƟng or by seventy five per cent. of the total voƟng rights of Eligible Members by WriƩen ResoluƟon.

Specified Conversion Criteria In respect of any issue of any class or tranche of C Shares, such criteria as determined by the Directors and announced by the Company through a RIS, seƫng out, among other maƩers, the Back Stop Date and the Early Investment CondiƟon.

the Statutes The Law and every statute (including any orders, ordinances, regulaƟons or other subordinate legislaƟon made under it) from Ɵme to Ɵme in force concerning companies in so far as it applies to the Company, and shall be deemed to include any statutory modificaƟon or reenactment of such law.

Transferee Company Shall have the meaning given to it in ArƟcle 45.4.

Unanimous ResoluƟon A resoluƟon of the Members passed as a unanimous resoluƟon in accordance with the Law.

UncerƟficated or in UncerƟficated form

A unit of a Guernsey security, Ɵtle to which is recorded on the relevant Register of Members or on the Company's register of non-share securiƟes, as being held in uncerƟficated form, and Ɵtle to which may be transferred by means of an UncerƟficated System in accordance with the RegulaƟons and the Rules, if any.

UncerƟficated System Any computer-based system and its related faciliƟes and procedures that are provided by an Authorised Operator and by means of which Ɵtle to units of a security (including shares) can be evidenced and transferred in accordance with the RegulaƟons without a wriƩen cerƟficate or instrument

U.S. Code The United States Internal Revenue Code of 1986, as

U.S. Investment Company Act The United States Investment Company Act of 1940, as

ValuaƟon Date Such date as is, in the opinion of the Directors, the nearest pracƟcable date to the RedempƟon Date.

Waiver ResoluƟon A resoluƟon of the Members passed as a waiver

amended

amended.

resoluƟon in accordance with the Law by a majority of not less than ninety per cent. of the votes of the Members enƟtled to vote and voƟng in person or by aƩorney or by proxy at a meeƟng or by not less than ninety per cent. of the total voƟng rights of Eligible Members by WriƩen ResoluƟon.

WriƩen ResoluƟon A resoluƟon of the Members in wriƟng passed as a wriƩen resoluƟon in accordance with the Law.

2. INTERPRETATION

2.1 share includes a fracƟon of a share and save where these ArƟcles otherwise provide, a fracƟon of a share shall rank pari passu and proporƟonately with a whole share of the same class.
2.2 in wriƟng and wriƩen includes the reproducƟon of words and figures in any visible form including in electronic form.
2.3 Words imporƟng the singular number only shall include the plural number and vice versa.
2.4 Words imporƟng a parƟcular gender only shall include any other gender.
2.5 Words imporƟng persons shall include associations and bodies of persons, whether corporate or unincorporated.
2.6 Subject to the preceding paragraphs of this ArƟcle and ArƟcle 1, any words defined in the Statutes shall, if not inconsistent with the subject or context, bear the same meaning in these ArƟcles.
2.7 The headings are inserted for convenience only and shall not affect the interpretaƟon of these ArƟcles.

3. STANDARD ARTICLES NOT TO APPLY

The standard arƟcles of incorporaƟon prescribed under secƟon 16(2) of the Law do not apply to the Company.

4. POWER OF THE DIRECTORS TO ISSUE SHARES

4.1 Subject to the provisions of the Law, on such terms and condiƟons as they see fit, the Directors may:
4.1.1 exercise the power of the Company to issue shares or grant rights to subscribe for, or convert any security into shares, in accordance with the Law;
4.1.2 issue shares of different types or shares of different classes including but not limited to shares which:
(a) are redeemable shares,
(b) confer preferenƟal rights to distribuƟon of capital or income,
(c) do not enƟtle the holder to voƟng rights,
(d) enƟtle the holder to restricted voƟng rights,

and the creaƟon or issuance of any such shares or any addiƟonal shares ranking equally with an exisƟng type or class of share is deemed not to vary the rights of any exisƟng Member;

4.1.3 subject to ArƟcle 12, convert all or any classes of the Company's shares into redeemable shares;
4.1.4 issue shares which have a nominal or par value;
4.1.5 issue shares of no par value;
4.1.6 issue any number of shares they see fit;
4.1.7 issue fracƟons of a share;
4.1.8 make arrangements on the issue of shares to disƟnguish between Members as to the amounts and Ɵmes of payments of calls on their shares;
4.1.9 issue shares that provide for the payment of Dividends and DistribuƟons in differing proporƟons in accordance with the terms of issue of such shares; and
4.1.10 pay commissions in such manner and in such amounts as the Directors may determine.
4.2 Where the Company has only one class of shares in issue the Directors may issue shares of that class or grant rights to subscribe for or to convert any security into such shares.
4.3 Where the Directors have more than one classes of shares in issue, the Directors have the authority to issue, or grant rights to subscribe for or to convert any security into, an unlimited number of shares and, where required by the Law, such authority shall expire on the date which is five years from the date of the adopƟon of these ArƟcles (unless previously renewed, revoked or varied by Ordinary ResoluƟon of the Company) save that the Directors may issue shares or grant rights to subscribe for or to convert any security into shares aŌer authorisaƟon has expired if the shares are issued or the rights are granted, in pursuance of an offer or agreement made by the Company before the authorisaƟon expired and the authorisaƟon allowed the Company to make an offer or agreement which would or might require shares to be issued, or rights to be granted, aŌer the authorisaƟon had expired.
4.4 The Company may acquire its own shares (including any redeemable shares). Any shares so

acquired by the Company may be cancelled or held as treasury shares provided that the number of shares of any class held as treasury shares must not at any Ɵme exceed any limitaƟon set out in or provided by the Law. Any shares acquired in excess of this limit shall be treated as cancelled.

4.5 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creaƟon or issue of further shares ranking pari passu therewith.

5. CLASS ACCOUNTS

5.1 The Directors shall procure that the Company's records and bank accounts shall be operated so that the assets aƩributable to each class of share can, at all Ɵmes, be separately idenƟfied and, in parƟcular (but without prejudice to the generality of the foregoing) for the purposes of determining the Net Asset Value for each class of share, establish a separate class account (in such currency as the Directors may determine) in the books of the Company for each such share class (each a "Class Account") and each of the separate Class Accounts shall be designated by reference to each class of share as appropriate, and the following provisions shall apply thereto:
5.1.1 An amount equal to the proceeds of issue of shares of the relevant class shall be credited to the relevant Class Account.
5.1.2 Any decrease in the Net Asset Value of the Company arising from the redempƟon or repurchase of shares of a parƟcular class will be debited to the relevant Class Account.
5.1.3 Each Class Account shall be adjusted as the Directors deem appropriate to reflect the conversion of shares of any class into shares of any other class.
5.1.4 An amount equal to the payment to holders of a class of shares in respect of payment of a dividend (if any) or other distribuƟon thereon, shall be debited against the Class Account designated by reference to the appropriate share class.
5.1.5 Any increase or decrease in the Net Asset Value of the Company's porƞolio which is aƩributable to more than one class of shares (disregarding for these purposes any increases or decreases in Net Asset Value aƩributable to issues, repurchases or redempƟons of shares or any dividend or other distribuƟon paid by the Company or any Designated Adjustments) shall be allocated among the relevant Class Accounts in such proporƟons as the Directors fairly consider to be aƩributable to the relevant classes of shares.
5.1.6 The amount of any foreign exchange item, placing or distributor fees or commissions or other costs, fees, liabiliƟes, losses or expenses relaƟng to any valuaƟon period that shall be aƩributed by the Directors to a specific class of shares in issue ("Designated DeducƟons") shall be deducted from the relevant Class Account (aŌer allocaƟon of the
porƟon of increase or decrease in the Net Asset Value referred to in ArƟcle 5.1.5) of the relevant share class to which such Designated DeducƟons specifically relate and as the Directors shall determine.
5.1.7 The amount of any foreign exchange item, pre-paid expense, asset, profit, gain or income, relaƟng to any valuaƟon period that shall be aƩributed by the Directors to a specific class of shares in issue ("Designated AddiƟons") shall be credited to the Class Account (aŌer allocaƟon of the porƟon of increase or decrease in the Net Asset Value referred to in ArƟcle 5.1.5) of the relevant share class to which such Designated AddiƟons specifically relate and as the Directors shall determine. The Designated DeducƟons and Designated AddiƟons shall together be known as the "Designated Adjustments".
5.1.8 The Net Asset Value of each class of share at the beginning of a valuaƟon period aŌer adjustment by the apporƟonment referred to in ArƟcle 5.1.5 and the making of any Designated Adjustments referred to in ArƟcles 5.1.6 and 5.1.7 shall be the Net Asset Value of each class of share as at the day as at which the allocaƟon or valuaƟon is being determined.
5.1.9 Where any event takes place which may affect the proporƟon of the Net Asset Value of the Company aƩributable to the Class Account maintained in the books of the Company for any share class, the Directors may make such adjustment to the above calculaƟon as they deem appropriate to ensure any increase or decrease in the Net Asset Value of the Company and all liabiliƟes and expenses are aƩributed to the Class Accounts maintained for each share class properly and fairly.
5.1.10 In the case of a pre-paid expense, asset, profit, gain, income, loss or liability (including expenses) which the Directors do not consider is aƩributable to a specific share class, the Directors shall have the discreƟon to determine the basis upon which any such prepaid expense, asset, profit, gain, income, loss or liability (including expenses) shall be allocated between Class Accounts and the Directors shall have power at any Ɵme and from Ɵme to Ɵme to vary such allocaƟon.
5.1.11 For the purposes of this ArƟcle 5 the Directors may determine from Ɵme to Ɵme such valuaƟon periods as they see fit.
5.1.12 Upon the designaƟon of further share class(es), the Directors shall create new Class Accounts as necessary and shall determine the Designated Adjustments referable to the exisƟng and new classes having regard to the proper and fair treatment of affected Members. Such determinaƟon may be amended or revoked by the Directors from Ɵme to Ɵme having like regard.
5.2 The Net Asset Value of the Class Account referable to each such share class shall be determined in accordance with the provisions of this ArƟcle 5. The Net Asset Value per share of each class shall

equal the Net Asset Value of the relevant Class Account divided by the number of shares of that class then in issue calculated up to four decimal places.

6. PRE-EMPTION ON ISSUE OF SHARES

6.1 In this ArƟcle 6:
(a) "equity securiƟes" means:
- (i) shares in the Company, or
- (ii) rights to subscribe for, or to convert securiƟes into, shares in the Company;
(b) "shares" means shares other than shares that as respects dividends and capital carry a right to parƟcipate only up to a specified amount in a distribuƟon; and
(c) references to the issue of equity securiƟes include:
- (i) the grant of a right to subscribe for, or to convert any securiƟes into, shares in the Company (but do not include the issue of shares pursuant to such a right); and
- (ii) the sale of shares in the Company that immediately before the sale are held by the Company as treasury shares.
6.2 The Company shall not issue equity securiƟes to a person on any terms unless:
6.2.1 it has made an offer to each person who holds shares in the Company to issue to him on the same or more favourable terms a proporƟon of those securiƟes the aggregate value of which (at the proposed issue price) is as nearly as pracƟcable equal to the proporƟon of the total Net Asset Value of the Company represented by the shares held by such holder; and
6.2.2 the period during which any such offer may be accepted has expired or the Company has received noƟce of the acceptance or refusal of every offer so made,

provided that the Directors may impose such exclusions and/or make such other arrangements as they deem necessary or expedient in relaƟon to fracƟonal enƟtlements or having regard to any legal or pracƟcal problems arising under the laws of any overseas territory, or the requirements of any regulatory body or stock exchange in any territory or otherwise howsoever. The holders of shares affected as a result of such exclusions or arrangements shall not be, or be deemed to be, a

separate class of Members for any purpose whatsoever.
6.3 SecuriƟes that the Company has offered to issue to a holder of shares under ArƟcle 6.2.1 may be issued to him, or anyone in whose favour he has renounced his right to their issue, without contravening ArƟcle 6.2.
6.4 Shares held by the Company as treasury shares shall be disregarded for the purposes of this ArƟcle 6, so that the Company is not treated as a person who holds shares; and the shares held as treasury shares are not treated as forming part of the ordinary share capital of the Company.
6.5 Any offer required to be made by the Company pursuant to ArƟcle 6.2 should be made by a noƟce (given in accordance with ArƟcle 44) and such offer must state a period during which such offer may be accepted and such offer shall not be withdrawn before the end of that period. Such period must be a period of at least 14 days beginning on the date on which such offer is deemed to be delivered or received (as the case may be) pursuant to ArƟcle 44.
6.6 ArƟcle 6.2 shall not apply in relaƟon to the issue of:
6.6.1 bonus shares, shares issued in lieu of dividend or distribuƟon, nor to a parƟcular issue of equity securiƟes if these are, or are to be, wholly or partly paid otherwise than in cash; or
6.6.2 equity securiƟes in connecƟon with a rights issue, open offer or other offer of securiƟes in favour of holders of shares at such record date as the Directors may determine where the securiƟes aƩributable to the interests of the holders of shares are proporƟonate (as nearly as may be pracƟcable) to the respecƟve numbers of shares held by them on such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relaƟon to fracƟonal enƟtlements or legal or pracƟcal problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or any other maƩer whatever; or
6.6.3 the issue of Ordinary Shares to the Investment Adviser or an Investment Adviser Associate in connecƟon with the Investment Adviser's commitment to invest in the Company an amount equal to, and/or procure the investment in the Company by an Investment Adviser Associate of an amount equal to:
- (a) 25 per cent. of the total investment advisory fees which it receives annually from the Company; and
- (b) 25 per cent. of the total Management Fees which Fair Oaks Income Fund (GP) Limited (incorporated in Guernsey with registered number 58125) (the "GP") receives annually from FOIF II LP and FOMC III LP in respect of the Company's commitment as a limited partner in FOIF II LP and as a limited partner in FOMC III LP,

provided that the price payable by the Investment Adviser (or the Investment Adviser Associate) for each Ordinary Share to be issued pursuant this ArƟcle 6.6.3 shall be that of the prevailing Net Asset Value per Ordinary Share at the Ɵme of the relevant issue.

For the purpose of this ArƟcle 6.6.3, "Management Fees" shall be such fees or priority profit share earned by the GP by virtue of its role as the general partner of FOIF II LP and as the general partner of FOMC III LP.

6.7 The Company may by Extraordinary ResoluƟon resolve that ArƟcle 6.2 shall be excluded or that such ArƟcle shall apply with such modificaƟons as may be specified in the resoluƟon:
(a) generally in relaƟon to the issue by the Company of equity securiƟes;
(b) in relaƟon to issues of a parƟcular descripƟon; or
(c) in relaƟon to a specified issue of equity securiƟes,

and any such resoluƟon must:

(d) state the maximum number (which may be expressed as a percentage) of equity securiƟes in respect of which ArƟcle 6.2 is excluded or modified; and
(e) specify the date on which such exclusion or modificaƟons will expire, which must be not more than five years from the date on which the resoluƟon is passed.
6.8 Any resoluƟon passed pursuant to ArƟcle 6.7 may:
(a) be renewed or further renewed by a further Extraordinary ResoluƟon for a further period not exceeding five years; and
(b) be revoked or varied at any Ɵme by a further Extraordinary ResoluƟon.
6.9 Notwithstanding that any such resoluƟon referred to in ArƟcle 6.7 or ArƟcle 6.8 has expired, the Directors may issue equity securiƟes in pursuance of an offer or agreement previously made by the Company if the resoluƟon enabled the Company to make an offer or agreement that would or might require equity securiƟes to be issued aŌer it expired.
6.10 In this ArƟcle 6, in relaƟon to an offer to issue equity securiƟes a reference (however expressed) to the holder of shares of any descripƟon is to whoever was the holder of shares of that descripƟon at the close of business on a date to be specified in the offer and the specified date must fall within the period of 28 days immediately before the date of the offer.
6.11 If a holder of shares has no registered address in an EEA State and has not given to the Company an address in an EEA State for the service of noƟces on him, the offer (made pursuant to ArƟcle 6.2) may be deemed supplied by causing it, or a noƟce specifying where a copy of it can be

obtained or inspected, to be published in La GazeƩe Officielle. The Company shall only be liable for a breach of the provisions of ArƟcle 6 where proceedings are commenced before the expiraƟon of two years from the date of issue, grant or other disposal of such equity securiƟes.

6.12 For the purpose of any disapplicaƟon of ArƟcle 6.2 by way of an Extraordinary ResoluƟon, equity securiƟes which grant rights to subscribe for, or to convert into, shares shall be deemed to relate to such number of shares into which such equity securiƟes may convert pursuant to their iniƟal terms of issue, notwithstanding any terms providing for subsequent adjustment of that number.

7. REALISATION SHARES

7.1 The Directors are authorised to issue RealisaƟon Shares of such classes (denominated in such currencies) as they may determine in accordance with ArƟcles 4 and 5.
7.2 Subject to ArƟcle 7.1 and to the rights of any RealisaƟon Shares which may be issued with special rights or privileges, the RealisaƟon Shares of each class carry the right to receive all income of the Company aƩributable to the RealisaƟon Shares of such class (as determined by the Directors) and to parƟcipate in any distribuƟon of such income made by the Company, pro rata to the relaƟve Net Asset Values of the classes of RealisaƟon Shares calculated in accordance with ArƟcle 5 (subject to such adjustments as the Directors may consider appropriate in the case of a class of RealisaƟon Share which was not in issue for the whole of the period to which such distribuƟon relates) and within each such class such income shall be divided pari passu among the holders of the RealisaƟon Shares of that class in proporƟon to the number of the RealisaƟon Shares of such class held by them.
7.3 Subject to ArƟcle 10 and to the rights of any RealisaƟon Shares which may be issued with special rights or privileges, on a winding-up of the Company or other return of capital aƩributable to the RealisaƟon Shares (as determined by the Directors), other than by way of a repurchase or redempƟon of shares in accordance with the provisions of these ArƟcles and the Law, the surplus assets of the Company aƩributable to the RealisaƟon Shares (as determined by the Directors) and available for distribuƟon shall be paid to the holders of the RealisaƟon Shares of each class pro rata to the relaƟve Net Asset Values of each of the classes of RealisaƟon Shares calculated in accordance with ArƟcle 5 and within each such class such assets shall be divided pari passu among the holders of the RealisaƟon Shares of that class in proporƟon to the number of the RealisaƟon Shares of such class held by them.
7.4 Subject to the provisions of these ArƟcles and any special rights, restricƟons or prohibiƟons as regards voƟng for the Ɵme being aƩached to any RealisaƟon Shares, the RealisaƟon Shares shall carry the right to receive noƟce of and to aƩend or vote at any general meeƟng of the Company or class meeƟng and at any such meeƟng:
7.4.1 on a show of hands every holder of RealisaƟon Shares present in person and enƟtled to vote shall have one vote; and

7.4.2 on a poll every holder of RealisaƟon Shares of a parƟcular class present in person at any general meeƟng of the Company or class meeƟng shall have such number of votes for each RealisaƟon Share of such class as shall be determined by the Directors prior to the first issue of RealisaƟon Shares of such class.

8. ORDINARY SHARES

8.1 The Directors are authorised to issue Ordinary Shares of such classes (and denominated in such currencies) as they may determine in accordance with ArƟcles 4 and 5.
8.2 Subject to ArƟcle 8.1 and to the rights of any Ordinary Shares which may be issued with special rights or privileges, the Ordinary Shares of each class carry the right to receive all income of the Company aƩributable to the Ordinary Shares of such class (as determined by the Directors) and to parƟcipate in any distribuƟon of such income made by the Company, pro rata to the relaƟve Net Asset Values of the classes of Ordinary Shares calculated in accordance with ArƟcle 5 (subject to such adjustments as the Directors may consider appropriate in the case of a class of Ordinary Shares which was not in issue for the whole of the period to which such distribuƟon relates) and within each such class such income shall be divided pari passu among the holders of the Ordinary Shares of that class in proporƟon to the number of the Ordinary Shares of such class held by them.
8.3 Subject to ArƟcle 10 and to the rights of any Ordinary Shares which may be issued with special rights or privileges, on a winding-up of the Company or other return of capital aƩributable to the Ordinary Shares (as determined by the Directors), other than by way of a repurchase or redempƟon of shares in accordance with the provisions of these ArƟcles and the Law, the surplus assets of the Company aƩributable to the Ordinary Shares (as determined by the Directors) and available for distribuƟon shall be paid to the holders of the Ordinary Shares of each class pro rata to the relaƟve Net Asset Values of each of the classes of Ordinary Shares calculated in accordance with ArƟcle 5 and within each such class such assets shall be divided pari passu among the holders of the Ordinary Shares of that class in proporƟon to the number of the Ordinary Shares of such class held by them.
8.4 Subject to the provisions of these ArƟcles and any special rights, restricƟons or prohibiƟons as regards voƟng for the Ɵme being aƩached to any Ordinary Shares, the Ordinary Shares shall carry the right to receive noƟce of and to aƩend or vote at any general meeƟng of the Company or class meeƟng and at any such meeƟng:
8.4.1 on a show of hands every holder of Ordinary Shares present in person and enƟtled to vote shall have one vote; and
8.4.2 on a poll every holder of Ordinary Shares of a parƟcular class present in person at any general meeƟng of the Company or class meeƟng shall have such number of votes for each Ordinary Share of such class as shall be determined by the Directors prior to the first issue of Ordinary Shares of such class.

9. REDEMPTION

9.1 Any class of RealisaƟon Shares and Ordinary Shares may be redeemed subject to the provisions of the Law and upon and subject to the following terms and condiƟons.
9.2 The Company shall have the right, at any Ɵme aŌer the date of issue to redeem such number of a class of RealisaƟon Shares and/or Ordinary Shares as it shall, in its sole discreƟon, determine at the Net Asset Value of such shares of such class applying at the ValuaƟon Date and, in the case of parƟal redempƟon, proporƟonately in respect of each holding of RealisaƟon Shares of the relevant class or, as the case may be, Ordinary Shares of the relevant class. Any redempƟon of RealisaƟon Shares of a parƟcular class shall be paid out of the assets aƩributable to the Class Account relaƟng to such class of RealisaƟon Shares, and any redempƟon of Ordinary Shares of a parƟcular class shall be paid out of the assets aƩributable to the Class Account relaƟng to such class of Ordinary Shares.
9.3 The Company shall send to each shareholder a noƟce not less than 10 Business Days in advance of the relevant RedempƟon Date which will include details of the redempƟon, including:
9.3.1 the RedempƟon Date;
9.3.2 the total amount to be distributed;
9.3.3 a statement that the redempƟon will be made at the Net Asset Value of such shares;
9.3.4 any addiƟonal informaƟon that the Directors deem necessary in connecƟon with the proposed redempƟon including any necessary arrangements in respect of CerƟficated Shares.
9.4 Subject at all Ɵmes to the provisions of the Law and these ArƟcles and at the sole discreƟon of the Directors the Company may:
9.4.1 from time to time offer holders of Ordinary Shares (the "Ordinary Shareholders") the opportunity to redeem in aggregate up to 20 per cent. of the Ordinary Shares at the prevailing net asset value of the Ordinary Shares calculated at the time of any such redemption ("Liquidity Redemption");
9.4.2 offer certain holders of shares the opportunity to redeem their shares in specie in consideraƟon for the in specie transfer to them of assets of the Company as will be noƟfied to such holders at the Ɵme of any such offer.
9.5 Upon the redempƟon of RealisaƟon Shares and/or Ordinary Shares of a parƟcular class being effected pursuant to these ArƟcles the former holder thereof shall cease to be enƟtled to any rights in respect thereof (excepƟng always the right to receive a dividend which has become due and payable in respect thereof prior to such redemption being effected and to receive the proceeds

of such redemption) and accordingly his name shall be removed from the Register with respect thereto.

9.6 Any RealisaƟon Share or Ordinary Share of a parƟcular class so redeemed will be treated as cancelled on redempƟon and the amount of the Company's share capital will be diminished accordingly.

10. C SHARES

10.1 Subject to the Law, the Directors are authorised to issue C Shares of such classes or tranches as they may determine in accordance with ArƟcles 4 and 5 and with C Shares of each such class or tranche being converƟble into Ordinary Shares (being the "New Ordinary Shares").
10.2 The Directors shall, on the issue of each class or tranche of C Shares, be enƟtled to effect any amendments to the definiƟon of Conversion RaƟo aƩributable to such class or tranche of C Shares.
10.3 Notwithstanding any other provision of these ArƟcles:
10.3.1 the holders of any class or tranche of C Shares will be enƟtled to receive such dividends as the Directors may resolve to pay to such holders out of the assets aƩributable to such C Shares (as determined by the Directors);
10.3.2 the New Ordinary Shares arising upon Conversion shall rank pari passu with all other Ordinary Shares of the same class for dividends and other distribuƟons declared, made or paid by reference to a record date falling aŌer the relevant CalculaƟon Time and holders of the New Ordinary Shares shall receive all the rights accruing to the relevant class of Ordinary Shares, including such number of votes per share of the relevant class of Ordinary Shares as is designated to such shares in accordance with these ArƟcles;
10.3.3 unless the Directors otherwise determine, no dividend or other distribuƟon shall be made or paid by the Company on any of its shares between the CalculaƟon Time and the Conversion Time (both dates inclusive) and no dividend shall be declared with a record date falling between the CalculaƟon Time and the Conversion Time (both dates inclusive);
10.3.4 the capital and assets of the Company shall on a winding up or on a return of capital (other than by way of the repurchase or redempƟon of shares by the Company) prior, in each case, to Conversion shall be applied as follows:
- (a) the RealisaƟon Share Surplus shall be divided amongst the holders of RealisaƟon Shares of the relevant class pro rata to their holdings of RealisaƟon Shares in such class as if the RealisaƟon Share Surplus comprised the assets of the Company available for distribuƟon;
- (b) the Ordinary Share Surplus shall be divided amongst the holders of Ordinary Shares of the relevant class pro rata to their holdings of Ordinary Shares in such
class as if the Ordinary Share Surplus comprised the assets of the Company available for distribuƟon; and
(c) the C Share Surplus aƩributable to each class or tranche of C Shares shall be divided amongst the C Shareholders of such class or tranche pro rata according to their holdings of the C Shares of that class or tranche; and
10.3.5 the C Shares shall be transferable in the same manner as the Ordinary Shares.
10.4 Subject to the provisions of these ArƟcles and any special rights, restricƟons or prohibiƟons as regards voƟng for the Ɵme being aƩached to any C Shares, the C Shares shall carry the right to receive noƟce of and aƩend and/or vote at any general meeƟng of the Company or class meeƟng and at any such meeƟng.
10.5 The C Shares are issued on the terms that each class or tranche of C Shares shall be redeemable by the Company in accordance with the terms of this ArƟcle 10, but holders of C Shares shall not be enƟtled to demand that their C Shares be redeemed by the Company.
10.6 At any Ɵme prior to Conversion, the Company may, at its discreƟon, redeem all or any of the C Shares of a parƟcular class or tranche then in issue by agreement with any holder(s) thereof in accordance with such procedures as the Directors may determine (subject to the facility and procedures of the RegulaƟons and the Rules) and in consideraƟon of the payment of such redempƟon price as may be agreed between the Company and the relevant holder(s) of the relevant class or tranche of C Shares.
10.7 Without prejudice to the generality of these ArƟcles, unƟl Conversion the consent of the holders of C Shares as a class or tranche (irrespecƟve of whichever class or tranche of C Shares they may hold) shall be required in accordance with ArƟcle 12 for, and accordingly the special rights aƩached to any class or tranche of C Shares shall be deemed to be varied, inter alia, by:
10.7.1 any alteraƟon to the Memorandum or these ArƟcles; or
10.7.2 the passing of any resoluƟon to wind up the Company.
10.8 UnƟl Conversion and without prejudice to its obligaƟons under the Law, the Company shall in relaƟon to each class or tranche of C Shares establish a separate Class Account for that class or tranche in accordance with ArƟcle 5 and, subject thereto:
10.8.1 procure that the Company's records and bank accounts shall be operated so that the assets aƩributable to the relevant class or tranche of C Shares can, at all Ɵmes, be separately idenƟfied and, in parƟcular but without prejudice to the generality of the foregoing, the Company shall procure that separate cash accounts, broker seƩlement accounts and investment ledger accounts shall be created and maintained in the books of the Company for the assets aƩributable to each class or tranche of C Shares; and
10.8.2 allocate to the assets aƩributable to each class or tranche of C Shares such proporƟon of the income, expenses or liabiliƟes of the Company incurred or accrued between the Issue Date and the CalculaƟon Time (both dates inclusive) as the Directors fairly consider to be aƩributable to such class or tranche of C Shares including, without prejudice to the generality of the foregoing, those liabiliƟes specifically idenƟfied in the definiƟon of "Conversion RaƟo" above; and
10.8.3 give appropriate instrucƟons to the Administrator to manage the Company's assets so that such undertakings can be complied with by the Company.
10.9 Each class or tranche of C Shares shall be converted into New Ordinary Shares at the Conversion Time in accordance with the provisions of ArƟcles 10.10 to 10.16.
10.10 The Directors shall procure that within twenty Business Days aŌer the CalculaƟon Time:
10.10.1 the Administrator or, failing which, an independent accountant selected for the purpose by the Board, shall be requested to calculate the Conversion RaƟo as at the CalculaƟon Time and the number of New Ordinary Shares to which each holder of C Shares of the relevant class or tranche shall be enƟtled on Conversion; and
10.10.2 the Auditor may, if the Directors consider it appropriate, be requested to cerƟfy whether such calculaƟons have been performed in accordance with these ArƟcles and are arithmeƟcally accurate;
whereupon, subject to the provisos in the definiƟon of "Conversion RaƟo", such calculaƟons shall become final and binding on the Company and all Members.
10.11 The Directors shall procure that, as soon as pracƟcable, and following such determinaƟon or cerƟficaƟon (as the case may be), an RIS announcement is made advising holders of C Shares that class or tranche of the Conversion Time, the Conversion RaƟo and the aggregate numbers of New Ordinary Shares to which holders of C Shares of that class or tranche are enƟtled on Conversion.
10.12 Conversion of each class or tranche of C Shares shall take place at the Conversion Time designated by the Directors for that class or tranche of C Shares. On Conversion the issued C Shares of the relevant class or tranche shall automaƟcally convert (by re-designaƟon and/or sub-division and/or consolidaƟon and/or a combinaƟon of both, or otherwise as deemed appropriate by the Board) into such number of New Ordinary Shares as equals the aggregate number of C Shares of the relevant class or tranche in issue at the CalculaƟon Time mulƟplied by the Conversion RaƟo (rounded down to the nearest whole New Ordinary Share) and if, as a result of the Conversion, the Member concerned is enƟtled to:
10.12.1 more shares of the relevant class of New Ordinary Shares than the number of original C Shares of the relevant class or tranche, addiƟonal New Ordinary Shares of the relevant class shall be issued accordingly; or
10.12.2 fewer shares of the relevant class of New Ordinary Shares than the number of original C Shares of the relevant class or tranche, the appropriate number of original C Shares shall be redeemed for no consideraƟon and cancelled accordingly.
10.13 Notwithstanding the provisions of ArƟcle 10.12, Conversion of the original C Shares of the relevant class or tranche may be effected in such other manner permiƩed by applicable legislaƟon as the Directors shall from Ɵme to Ɵme determine.
10.14 The New Ordinary Shares of the relevant class arising upon Conversion shall be divided amongst the former holders of the relevant class or tranche of C Shares pro rata according to their respecƟve former holdings of the relevant class or tranche of C Shares (provided always that the Directors may deal in such manner as they think fit with fracƟonal enƟtlements to the New Ordinary Shares, including, without prejudice to the generality of the foregoing, selling or redeeming any such shares represenƟng such fracƟonal enƟtlements and retaining the proceeds for the benefit of the Company) and for such purposes any Director is hereby authorised as agent on behalf of the former holders of C Shares of the relevant class or tranche to do any other act or thing as may be required to give effect to the same including, in the case of a share in CerƟficated form, to execute any stock transfer form and, in the case of a share in UncerƟficated form, to give direcƟons to or on behalf of the former holder of C Shares of the relevant class or tranche who shall be bound by them.
10.15 Forthwith upon Conversion, any cerƟficates relaƟng to C Shares of the relevant class or tranche shall be cancelled, the Register shall be updated and the Company shall issue to each such former holder of C Shares of the relevant class or tranche new cerƟficates in respect of the shares of the relevant class which have arisen upon Conversion, unless such former holder of C Shares of the relevant class or tranche elects to hold such shares in UncerƟficated form, and the Register shall be updated accordingly.
10.16 The Company will use its reasonable endeavours to procure that, upon Conversion, the resulƟng New Ordinary Shares are admiƩed to trading on the London Stock Exchange's main market for listed securiƟes or such other market as the Directors shall determine at the Ɵme that the C Shares of such class or tranche are first offered.
10.17 References to the Auditors cerƟfying any maƩer shall be construed to mean cerƟficaƟon of their opinion as to such maƩer, whether qualified or not.

11. COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST

No person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having noƟce thereof) any equitable, conƟngent, future or parƟal interest in any share or any interest in any fracƟonal part of a share or (except only as by these ArƟcles or by law otherwise provided) any other rights in respect of any share except an absolute right to the enƟrety thereof in the

registered holder.

12. VARIATION OF CLASS RIGHTS

12.1 All or any of the rights, privileges, or condiƟons for the Ɵme being aƩached to any class or group of shares may only be varied:
12.1.1 with the consent in wriƟng from the holders of seventy five per cent. in value of the issued shares of that class (excluding any treasury shares); or
12.1.2 with the sancƟon of a Special ResoluƟon passed at a separate general meeƟng of the shareholders of that class sancƟoning the variaƟon. To any such meeƟng all the provisions of these ArƟcles, and in parƟcular ArƟcle 25, shall mutaƟs mutandis apply, provided that this paragraph is not to derogate from any power the Company would have had if this paragraph were omiƩed.

13. CALLS ON SHARES

13.1 Subject to the terms of issue of the shares, the Directors may make calls upon the Members in respect of any moneys unpaid on their shares and each Member shall (subject to receiving at least fourteen Clear Days' noƟce specifying when and where payment is to be made) pay the Company as required by the noƟce the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.
13.2 A call shall be deemed to have been made at the Ɵme when the resoluƟon of the Directors authorising such call was passed.
13.3 The Directors may, on issue of shares, differenƟate between holders as to the amounts and Ɵmes of payment of calls on their shares. Joint holders of a share shall be jointly and severally liable for the payment of all calls or other moneys in respect thereof.
13.4 Any sum which by the terms of issue of a share is made payable upon issuance or at any fixed date and any instalment of a call shall, for all purposes of this ArƟcle, be deemed to be a call duly made and payable on the date fixed for payment, and in case of non-payment the provisions of this ArƟcle as to payment of interest and expenses, forfeiture and the like, and all other relevant provisions of this ArƟcle shall apply as if such sum or instalments were a call duly made and noƟfied as hereby provided.
13.5 If any Member shall fail to pay on or before the day appointed for payment thereof any call to which he may have become liable, he shall pay interest on the amount in arrear from the day appointed for payment thereof to the Ɵme of actual payment, at such rate, to be determined by

the Directors from Ɵme to Ɵme, provided, however, that the Directors may remit the whole or any part of such interest. The Directors may also charge the person obliged to make the call any costs or expenses that have been incurred by the Company due to that non-payment. The Directors may, at their absolute discreƟon, waive payment of interest or charges under this ArƟcle.

13.6 No Member shall be enƟtled to receive any Dividend or DistribuƟon or to receive noƟce of or aƩend or vote at any meeƟng or upon a poll, or to exercise any privileges as a Member unƟl all calls or other sums due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid. The Directors may, at their absolute discreƟon, waive any suspension of rights under this ArƟcle.
13.7 The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the moneys payable upon the shares held by him beyond the sums actually called up thereon, and upon the moneys so paid in advance, or so much thereof as from Ɵme to Ɵme exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate as the Member paying such sum in advance and the Directors shall agree upon, but any amount so for the Ɵme being paid in advance of calls shall not unless the Directors shall in any parƟcular instance otherwise determine, be included or taken into account in ascertaining the amount of Dividend or DistribuƟon payable upon the share in respect of which such advance has been made.

14. FORFEITURE

14.1 If any Member fails to pay the whole or any part of a call on the day it becomes due and payable, the Directors may at any Ɵme thereaŌer during such Ɵme as the call or any part thereof, or any interest which shall have accrued thereon, remains unpaid, serve a noƟce on him requiring him to pay such call or such part thereof as remains unpaid, together with any accrued interest and together with any expenses that may have been incurred by the Company by reason of such nonpayment.
14.2 The noƟce shall name a day, not being less than fourteen Clear Days from the date of the noƟce on or before which the call or such part as aforesaid and all interest and expenses that have accrued by reason of such non-payment are to be paid. It shall also name the place at which payment is to be made and shall state that, in the event of non-payment at or before the Ɵme and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited.
14.3 If the noƟce is not complied with, any shares in respect of which such noƟce has been given may at any Ɵme thereaŌer, before payment of all calls, interest and expenses due in respect thereof has been made, be forfeited by a resoluƟon of the Directors to that effect. Such forfeiture shall include all unpaid Dividends, DistribuƟons, and interest due and to become due thereon and any moneys paid up in advance of calls.
14.4 Where any share has been forfeited in accordance with this ArƟcle, noƟce of the forfeiture shall forthwith be given to the holder of the share or the person enƟtled to the share by transmission, as the case may be, and an entry of such noƟce having been given of the forfeiture, with the date thereof, shall forthwith be made in the Register opposite the shares, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such noƟce or to make such entry as aforesaid.
14.5 Notwithstanding any such forfeiture as aforesaid, the Directors may, at any Ɵme before the forfeited share has been otherwise disposed of, permit the share so forfeited to be reclaimed upon payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as they shall think fit.
14.6 Every share which shall be forfeited shall thereupon become the property of the Company and may be either cancelled, sold, re-alloƩed, re-issued, held as a treasury share or otherwise disposed of by the Directors, either to the person who was before forfeiture the holder thereof or enƟtled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit. The Directors may annul any forfeiture upon such terms as they shall think fit.
14.7 A Member whose shares have been forfeited shall, notwithstanding, be liable to pay to the Company all calls made or payable and not paid on such shares at the Ɵme of forfeiture, and interest thereon to the date of payment, and all expenses (whether then payable or not) in the same manner in all respects as if the shares had not been forfeited, and to saƟsfy all (if any) of the claims and demands which the Company might have enforced in respect of the shares at the Ɵme of the forfeiture, without any deducƟon or allowance for the value of the shares at the Ɵme of forfeiture.
14.8 The forfeiture of a share shall involve the exƟncƟon at the Ɵme of forfeiture of all interest in and all claims and demands against the Company in respect of the share, and all other rights and liabiliƟes incidental to the share, as between the Member whose share is forfeited and the Company.
14.9 A declaraƟon in wriƟng that the deponent is a Director of the Company and that a share has been duly forfeited in pursuance of this ArƟcle, and staƟng the Ɵme when it was forfeited, shall, as against all persons claiming to be enƟtled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated and the new holder thereof shall be discharged from all calls made and other moneys payable prior to such purchase or transfer.
14.10 Upon any sale aŌer forfeiture, or for enforcing a lien in purported exercise of the powers herein given, the Directors may nominate some person to execute a transfer of the share sold in the name and on behalf of the registered holder or his legal personal representaƟve and on such transfer being executed by the purchaser may cause the purchaser's name to be entered in the Register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceedings or to the applicaƟon of the purchase money, and aŌer his name has been entered in

the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

14.11 The holder of a share that has been forfeited ceases to be a Member in respect of that share and the Member's name is deemed to have been removed from the Register on the date of forfeiture.

15. LIEN

15.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed Ɵme in respect of that share, and the Company shall have a first lien on all shares (other than fully paid shares) standing registered in the name of a single person for all money payable by him or his estate to the Company. The Company's lien on a share shall extend to all Dividends and DistribuƟons payable thereon.
15.2 Subject to the provisions of the Law with respect to Dividends and DistribuƟons, the Directors may at any Ɵme, either generally or in a parƟcular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of ArƟcle 15.1.
15.3 For the purpose of enforcing such lien the Directors may sell the shares subject thereto in such manner as they think fit, but no sale shall be made unƟl such Ɵme as the moneys are presently payable and noƟce in wriƟng staƟng the amount due, and giving noƟce of intenƟon to sell in default shall have been served on such Member or the person (if any) enƟtled by transmission to the shares and default shall have been made for fourteen Clear Days aŌer such noƟce. The net proceeds of any such sale shall be applied in or towards saƟsfacƟon of the debts, liabiliƟes and engagements aforesaid, the residue (if any) shall be paid to the Member or the person (if any) enƟtled by transmission to the shares or who would be so enƟtled but for such sale.

16. TRANSFER AND TRANSMISSION OF SHARES

16.1 Under and subject to the RegulaƟons and the Rules, the Board shall have power to implement such arrangements as it may, in its absolute discreƟon, think fit in order for any class of shares to be admiƩed to seƩlement by means of an UncerƟficated System. Where it does do so, the provisions of this ArƟcle 16.1 shall commence to have effect immediately prior to the Ɵme at which the relevant Authorised Operator admits the class to seƩlement by means of the relevant UncerƟficated System.
16.2 In relaƟon to any class of shares which, for the Ɵme being, an Authorised Operator has admiƩed to seƩlement by means of its UncerƟficated System, and for so long as such class remains so admiƩed, no provision of these ArƟcles (including for the avoidance of doubt ArƟcle 5) shall apply or have effect to the extent that it is in any respect inconsistent with:-
16.2.1 the holding of shares of that class in UncerƟficated form;
16.2.2 the transfer of Ɵtle to shares of that class by means of an UncerƟficated System; or
16.2.3 the RegulaƟons or the Rules.
16.3 Without prejudice to the generality of ArƟcle 16.2 and notwithstanding anything contained in these ArƟcles where any class of shares is, for the Ɵme being, admiƩed to seƩlement by means of an UncerƟficated System:-
16.3.1 such securiƟes may be issued in UncerƟficated form in accordance with and subject as provided in the RegulaƟons and the Rules;
16.3.2 unless the Board otherwise determines, such securiƟes held by the same holder or joint holder in cerƟficated form and UncerƟficated form shall be treated as separate holdings;
16.3.3 such securiƟes may be changed from UncerƟficated to CerƟficated form, and from cerƟficated to UncerƟficated form, in accordance with and subject as provided in the RegulaƟons and the Rules;
16.3.4 Ɵtle to such of the shares as are recorded on the Register as being held in UncerƟficated form may be transferred only by means of the UncerƟficated System and as provided in the RegulaƟons and the Rules and accordingly (and in parƟcular) no provision of these ArƟcles shall apply in respect of such shares to the extent that those ArƟcles require or contemplate the effecƟng of a transfer by an instrument in wriƟng and the producƟon of a cerƟficate for the security to be transferred
16.3.5 the Company shall comply in all respects with the RegulaƟons and the Rules;
16.3.6 no provision of these ArƟcles shall apply so as to require the Company to issue a cerƟficate to any person holding such shares in UncerƟficated form; and
16.3.7 the permiƩed number of joint holders of a share shall be four.
16.4 Words and expressions not specifically defined in this ArƟcle shall bear the same meaning as those words and expressions defined in the Rules.
16.5 Subject to such of the restricƟons of these ArƟcles as may be applicable (including for the avoidance of doubt, ArƟcle 17.15):-
16.5.1 any Member may transfer all or any of his UncerƟficated shares by means of an UncerƟficated System in such manner provided for and subject to the RegulaƟons and the Rules and accordingly no provision of these ArƟcles shall apply in respect of an UncerƟficated share to the extent that it requires or contemplates the effecƟng of a transfer by an instrument in wriƟng or the producƟon of a cerƟficate for the shares to be transferred;
16.5.2 any Member may transfer all or any of his CerƟficated shares by an instrument of transfer in any usual common form or in any other form which the Board may approve; and
16.5.3 an instrument of transfer of a CerƟficated share shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. An instrument of transfer of a CerƟficated share need not be under seal.
16.6 Every instrument of transfer of a CerƟficated share shall be leŌ at the Office or such other place as the Board may prescribe with the cerƟficate of every share to be transferred and such other evidence as the Board may reasonably require to prove the Ɵtle of the transferor or his right to transfer the shares, and the transfer and cerƟficate (if any) shall remain in the custody of the Board but shall be at all reasonable Ɵmes produced at the request and expense of the transferor or transferee or their respecƟve representaƟves. A new cerƟficate shall be delivered free of charge to the transferee aŌer the transfer is completed and registered on his applicaƟon and when necessary a balance cerƟficate shall be delivered if required by him in wriƟng.
16.7 The Board may, in its absolute discreƟon and without giving a reason, decline to transfer, convert or register any transfer of any share in CerƟficated form or (to the extent permiƩed by the RegulaƟons and the Rules) UncerƟficated form (subject to ArƟcle 16.8 below) which is not fully paid or on which the Company has a lien, provided in the case of a listed or quoted share that this would not prevent dealings in the share from taking place on an open and proper basis on the London Stock Exchange. In addiƟon, the Board may refuse to register a transfer of shares if:
16.7.1 it is in respect of more than one class of shares;
16.7.2 it is in favour of more than four joint transferees;
16.7.3 in relaƟon to a share in CerƟficated form, having been delivered for registraƟon to the Office or such other place as the Board may decide, it is not accompanied by the cerƟficate for the shares to which it relates and such other evidence as the Board may reasonably require to prove Ɵtle of the transferor and the due execuƟon by him of the transfer or, if the transfer is executed by some other person on his behalf, the authority of that person to do so; and
16.7.4 the transfer is in favour of any Non-Qualified Holder.
16.8 The Board may decline to register a transfer of an UncerƟficated share which is traded through an UncerƟficated System subject to and in accordance with the RegulaƟons and the Rules where, in the case of a transfer to joint holders, the number of joint holders to whom the UncerƟficated share is to be transferred exceeds four.
16.9 If the Board refuses to register the transfer of a share it shall, within two months aŌer the date on which the transfer was lodged with the Company, send noƟce of the refusal to the transferee.
16.10 To the extent permiƩed by the Statutes the registraƟon of transfers may be suspended at such Ɵmes and for such periods (not exceeding 30 days in the aggregate in any calendar year) as the Board may decide on giving noƟce in La GazeƩe Officielle and either generally or in respect of a parƟcular class of share except that, in respect of any shares which are parƟcipaƟng shares held in an UncerƟficated System, the Register shall not be closed without the consent of the relevant Authorised Operator.
16.11 No fee shall be payable to the Company in respect of the registraƟon of any transfer, probate, leƩers of administraƟon, cerƟficate of marriage or death, power of aƩorney, instrucƟon or other document relaƟng to or affecƟng the Ɵtle to any shares.
16.12 On the death of a Member, the survivors where the deceased was a joint holder and the executor or administrator of the deceased where he was a sole holder shall be the only persons recognised by the Company as having any Ɵtle to or interest in his shares; but nothing herein shall release the estate of a deceased joint holder from any liability in respect of any share jointly held.
16.13 A person so becoming enƟtled to a share in consequence of the death, bankruptcy or incapacity of a Member or otherwise by operaƟon of law (subject as hereinaŌer provided), upon supplying to the Company such evidence as the Board may reasonably require to show his Ɵtle to the share, shall have the right to receive and may give a discharge for all dividends and other money payable or other advantages due on or in respect of the share, but he shall not be enƟtled to receive noƟce of or to aƩend or vote at meeƟngs of the Company, or save as aforesaid, to any of the rights or privileges of a Member unless and unƟl he shall be registered as a Member in respect of the share PROVIDED ALWAYS THAT the Board may at any Ɵme give noƟce requiring any such person to elect either to be registered himself or to transfer the share and if the noƟce is not complied with within 90 days the Board may thereaŌer withhold all dividends or other monies payable or other advantages due in respect of the share unƟl the requirements of the noƟce have been complied with.
16.14 If it shall come to the noƟce of the Board that any shares are owned directly, indirectly, or beneficially by a Non-Qualified Holder, the Board may give noƟce to such person requiring him either (i) to provide the Board within thirty days of receipt of such noƟce with sufficient saƟsfactory documentary evidence to saƟsfy the Board that such person is not a Non-Qualified Holder; or (ii) to sell or transfer his shares to a person who is not a Non-Qualified Holder within thirty days and within such thirty days to provide the Board with saƟsfactory evidence of such sale or transfer. Pending such sale or transfer the Board may suspend the exercise of any voƟng or consent rights and rights to receive noƟce of, or aƩend, meeƟngs of the Company and any rights to receive dividends or other distribuƟons with respect to such shares, and the holder shall repay the Company any amounts distributed to such holder by the Company during the Ɵme such holder held such shares. If any person upon whom such a noƟce is served pursuant to this ArƟcle 16.14 does not within thirty days aŌer such noƟce either (i) transfer his shares to a person who is not a Non-Qualified Holder or (ii) establish to the saƟsfacƟon of the Board (whose judgment shall be final and binding) that he is not a Non-Qualified Holder; (a) such person shall be deemed upon the

expiraƟon of such thirty days to have forfeited his shares and the Board shall be empowered at their discreƟon to follow the procedure pursuant to ArƟcles 14.4 to 14.7 or, (b) if the Board in its absolute discreƟon so determines, to the extent permiƩed under the RegulaƟons and the Rules, if any, the Board may arrange for the Company to sell the share at the best price reasonably obtainable to any other person so that the share will cease to be held by a Non-Qualified Holder, in which event the Company may, but only to the extent permiƩed under the RegulaƟons and the Rules, take any acƟon whatsoever that the Board considers necessary in order to effect the transfer of such share by the holder of such share (including where necessary requiring the holder in quesƟon to execute powers of aƩorney or other authorisaƟons, or authorising an officer of the Company to deliver an instrucƟon to the relevant Authorised Operator), and the Company shall pay the net proceeds of sale to the former holder upon its receipt of the sale proceeds and the surrender by him of the relevant share cerƟficate or, if no cerƟficate has been issued, such evidence as the Board may reasonably require to saƟsfy themselves as to his former enƟtlement to the share and to such net proceeds of sale and the former holder shall have no further interest in the relevant shares or any claim against the Company in respect thereof. No trust will be created and no interest will be payable in respect of such net proceeds of sale.

16.15 ERISA Ownership LimitaƟons. No Benefit Plan Investor or Controlling Person may acquire shares without the Company's prior wriƩen consent (which consent may be withheld in the Company's sole and absolute discreƟon). Prior to the shares qualifying as a class of "publicly-offered securiƟes" under the Plan Asset RegulaƟon (or the shares or Company qualifying for another excepƟon to the "look through" rule under the Plan Asset RegulaƟon), transfers of shares to Benefit Plan Investors that would increase aggregate Benefit Plan Investor ownership of any class of shares to a level that would meet or exceed the 25% Threshold will be void ab iniƟo. In addiƟon, in the event that the aggregate number of any class of shares owned by Benefit Plan Investors, but for the operaƟon of this sentence, would meet or exceed the 25% Threshold, (i) shares of the affected class held by Benefit Plan Investors shall be deemed to be Shares-in-Trust, pro rata, to the extent necessary to reduce aggregate Benefit Plan Investor ownership of shares of such class below the 25% Threshold, (ii) such number of shares (rounded up, in the case of each holder, to the nearest whole share) shall be transferred automaƟcally and by operaƟon of law to a Trust (as described below); and (iii) the Benefit Plan Investors previously owning such Shares-in-Trust shall submit such number of shares for registraƟon in the name of the Trust. Such transfer to a Trust and the designaƟon of shares as Shares-in-Trust shall be effecƟve as of the close of business on the business day prior to the date of the event that otherwise would have caused aggregate Benefit Plan Investor ownership of shares of such class to meet or exceed the 25% Threshold.
16.16 Transfers to Non-Benefit Plan Investors. During the period prior to the discovery of the existence of the Trust, any transfer of shares of an affected class by a Benefit Plan Investor to a non-Benefit Plan Investor shall reduce the number of Shares-in-Trust on a one-for-one basis, and to that extent such shares shall cease to be designated as Shares-in-Trust and shall be returned, effecƟve at exactly the Ɵme of the transfer to the non-Benefit Plan Investor, automaƟcally and without further acƟon by the Company or the Benefit Plan Investor, to all Benefit Plan Investors purported to hold

shares of the affected class (or the transferee, if applicable), pro rata, in accordance with the Benefit Plan Investors' prior holdings. AŌer the discovery of the existence of the Trust, but prior to the redempƟon of all discovered Shares-in-Trust and/or the submission of all discovered Sharesin-Trust for registraƟon in the name of the Trust, any transfer of shares of an affected class by a Benefit Plan Investor to a non-Benefit Plan Investor shall reduce the number of Shares-in-Trust on a one-for-one basis, and to that extent such shares shall cease to be designated as Shares-in-Trust and shall be returned, automaƟcally and without further acƟon by the Company or the Benefit Plan Investor, to the transferring Benefit Plan Investor (or its transferee, if applicable).

16.17 Company's Right to Redeem Shares-in-Trust. In the event that any shares are deemed "Shares-in-Trust", the holder shall cease to own any right or interest with respect to such shares and the Company will have the right to repurchase such Shares-in-Trust for an amount equal to their Fair Market Value, which proceeds shall be payable to the purported owner.

16.18 Transfer of Shares in Trust.

16.18.1 Ownership in Trust. Upon any purported transfer or other event that would result in a transfer of shares to a Trust, such shares shall be deemed to have been transferred to a Trustee as trustee of such Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effecƟve as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Trust. The Trustee shall be appointed by the Company and shall be a Person unaffiliated with the Company. Each Charitable Beneficiary shall be designated by the Company as provided below.
16.18.2 Status of Shares Held by the Trustee. Shares held by the Trustee shall be issued and outstanding shares of the Company. The prohibited owner shall have no rights in the shares held by the Trustee. The prohibited owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends or other distribuƟons and shall not possess any rights to vote or other rights aƩributable to the shares held in the Trust.
16.18.3 Dividend and VoƟng Rights. The Trustee shall have all voƟng rights and rights to dividends or other distribuƟons with respect to shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribuƟon paid prior to the discovery by the Company that the shares have been transferred to the Trustee shall be paid by the recipient of such dividend or distribuƟon to the Trustee upon demand and any dividend or other distribuƟon authorized but unpaid shall be paid when due to the Trustee. Any dividend or distribuƟon so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The prohibited owner shall have no voƟng rights with respect to shares held in the Trust and, effecƟve as of the date that the shares have been transferred to the Trustee, the Trustee shall have the authority (at the Trustee's sole discreƟon) (i) to rescind as void any vote cast by a prohibited owner prior

to the discovery by the Company that the shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acƟng for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible acƟon, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the foregoing, unƟl the Company has received noƟficaƟon that shares have been transferred into a Trust, the Company shall be enƟtled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders enƟtled to vote at meeƟngs, determining the validity and authority of proxies and otherwise conducƟng votes of stockholders.

16.18.4 Sale of Shares by Trustee. Within 20 days of receiving noƟce from the Company that shares have been transferred to the Trust, the Trustee of the Trust shall sell the shares held in the Trust to a person, designated by the Trustee, whose ownership of the shares will not violate the ownership limitaƟons set forth herein. Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the prohibited owner and to the Charitable Beneficiary as provided herein. The prohibited owner shall receive the lesser of (1) the price paid by the prohibited owner for the shares or, if the prohibited owner did not give value for the shares in connecƟon with the event causing the shares to be held in the Trust (e.g., in the case of a giŌ, devise or other such transacƟon), the market price of the shares on the day of the event causing the shares to be held in the Trust and (2) the price per share received by the Trustee from the sale or other disposiƟon of the shares held in the Trust. Any net sales proceeds in excess of the amount payable to the prohibited owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Company that shares have been transferred to the Trustee, such shares are sold by a prohibited owner, then (i) such shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the prohibited owner received an amount for such shares that exceeds the amount that such prohibited owner was enƟtled to receive hereunder, such excess shall be paid to the Trustee upon demand.
16.18.5 Purchase Right in Shares Transferred to the Trustee. Shares transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price per share equal to the lesser of (i) the price per share in the transacƟon that resulted in such transfer to the Trust (or, in the case of a devise or giŌ, the market price at the Ɵme of such devise or giŌ) and (ii) the market price on the date the Company, or its designee, accepts such offer. The Company shall have the right to accept such offer unƟl the Trustee has sold the shares held in the Trust. Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited owner.
16.18.6 DesignaƟon of Charitable Beneficiaries. By wriƩen noƟce to the Trustee, the Company shall designate one or more non-profit organizaƟons to be the Charitable Beneficiary of

the interest in the Trust such that (i) the shares held in the Trust would not violate the restricƟons set forth herein in the hands of such Charitable Beneficiary and (ii) each such organizaƟon must be described in SecƟon 501(c)(3) of the U. S. Code and contribuƟons to each such organizaƟon must be eligible for deducƟon under each of SecƟons 170(b)(1)(A), 2055 and 2522 of the U. S. Code.

16.19 TerminaƟon. The provision of ArƟcles 16.15 to 16.18 shall cease to apply and all Shares-in-Trust shall cease to be designated as Shares-in-Trust and shall be returned, automaƟcally and by operaƟon of law, to their purported owners, all of which shall occur at such Ɵme as shares qualify as a class of "publicly-offered securiƟes" or if another excepƟon to the "look-through" rule under the Plan Asset RegulaƟon applies.

17. DISCLOSURE OF BENEFICIAL INTERESTS

17.1 The Board shall have power by noƟce in wriƟng to require any Member to disclose to the Company the idenƟty of any person other than the Member (an "Interested Party") who has, or has had at any Ɵme during the three years immediately preceding the date on which the noƟce is issued, any interest (whether direct or indirect) in the shares held by the Member and the nature of such interest. For these purposes, a person shall be treated as having an interest in shares if they have any interest in them whatsoever, including but not limited to any interest acquired by any person as a result of:
17.1.1 entering into a contract to acquire them;
17.1.2 not being the registered holder, being enƟtled to exercise, or control the exercise of, any right conferred by the holding of the shares;
17.1.3 having the right to call for delivery of the shares; or
17.1.4 having the right to acquire an interest in shares or having the obligaƟon to acquire such an interest.
17.2 Any noƟce under ArƟcle 17.1, 17.9 or 17.10 shall require any informaƟon in response to such noƟce to be given in wriƟng within the prescribed deadline as determined in accordance with ArƟcle 17.16.2.
17.3 The Company may maintain a register of Interested ParƟes to which the provisions of the Statutes relaƟng to the Register of Members shall apply mutaƟs mutandis as if the register of Interested ParƟes was the Register of Members and whenever in pursuance of a requirement imposed on a Member as aforesaid the Company is informed of an Interested Party the idenƟty of the Interested Party and the nature of the interest shall be promptly inscribed therein together with the date of the request. At no Ɵme shall the Company permit the register of Interested ParƟes to be kept or maintained in the United Kingdom, or to be inspected by anyone other than a Director.
17.4 The Board shall be required to exercise its powers under ArƟcle 17.1 above in relaƟon to any class of shares if requisiƟoned to do so in accordance with ArƟcle 17.5 by Members holding at the date of the deposit of the requisiƟon not less than one-tenth of the total voƟng rights aƩaching to all classes of shares at the relevant Ɵme.
17.5 A requisiƟon under ArƟcle 17.4 must:
17.5.1 state that the requisiƟonists are requiring the Company to exercise its powers under this ArƟcle;
17.5.2 specify the manner in which they require those powers to be exercised;
17.5.3 give reasonable grounds for requiring the Company to exercise those powers in the manner specified; and
17.5.4 be signed by the requisiƟonists and deposited at the Office.
17.6 A requisiƟon may consist of several documents in like form each signed by one or more requisiƟonists.
17.7 On the deposit of a requisiƟon complying with this ArƟcle 17 it is the Board's duty to exercise their powers under ArƟcle 17.1 in the manner specified in the requisiƟon.
17.8 If any Member has been duly served with a noƟce given by the Board in accordance with ArƟcle 17.1 and is in default aŌer the prescribed deadline (as determined by the Board in accordance with ArƟcle 17.2) in supplying to the Company the informaƟon thereby required, then the Board may in its absolute discreƟon at any Ɵme thereaŌer serve a noƟce (a "direcƟon noƟce") upon such Member.
17.9 A direcƟon noƟce may direct that, in respect of:-
17.9.1 any shares in relaƟon to which the default occurred (all or the relevant number as appropriate of such shares being the "Default Shares"); and
17.9.2 any other shares held by the Member,

the Member shall not be enƟtled to vote at a general meeƟng or meeƟng of the holders of any class of shares of the Company either personally or by Proxy or to exercise any other right conferred by membership in relaƟon to meeƟngs of the Company or of the holders of any class of shares of the Company.

17.10 Where the Default Shares represent at least 0.25% of the number of shares in issue of the class of shares concerned, the direcƟon noƟce may addiƟonally direct that in respect of the Default Shares:
17.10.1 any dividend or distribuƟon or the proceeds of any repurchase, redempƟon or repayment

on the Default Shares or part thereof which would otherwise be payable on such shares shall be retained by the Company without any liability to pay interest thereon when such money is finally paid to the Member; and

17.10.2 no transfer other than an approved transfer (as set out in ArƟcle 17.16.3) of the Default Shares held by such Member shall be registered unless:-
(a) the Member is not himself in default as regards supplying the informaƟon requested; and
(b) when presented for registraƟon the transfer is accompanied by a cerƟficate by the Member in a form saƟsfactory to the Board to the effect that aŌer due and careful enquiry the Member is saƟsfied that no person who is in default as regards supplying such informaƟon is interested in any of the shares the subject of the transfer.
17.11 The Company shall send to each other person appearing to be interested in the shares the subject of any direcƟon noƟce a copy of the noƟce, but failure or omission by the Company to do so shall not invalidate such noƟce.
17.12 If shares are issued to a Member as a result of that Member holding other shares in the Company and if the shares in respect of which the new shares are issued are Default Shares in respect of which the Member is for the Ɵme being subject to parƟcular restricƟons, the new shares shall on issue become subject to the same restricƟons whilst held by that Member as such Default Shares. For this purpose, shares which the Company procures to be offered to Members pro rata (or pro rata ignoring fracƟonal enƟtlements and shares not offered to certain Members by reason of legal or pracƟcal problems associated with offering shares outside the United Kingdom or Guernsey) shall be treated as shares issued as a result of a Member holding other shares in the Company.
17.13 Any direcƟon noƟce shall have effect in accordance with its terms for as long as the default, in respect of which the direcƟon noƟce was issued, conƟnues but shall cease to have effect:
17.13.1 if the informaƟon requested in the noƟce is delivered to the Company within the prescribed deadline; or
17.13.2 in relaƟon to any shares which are transferred by such Member by means of an approved transfer as set out in ArƟcle 17.16.3.
17.14 As soon as pracƟcable aŌer the direcƟon noƟce has ceased to have effect (and in any event within five Business Days thereaŌer) the Board shall procure that the restricƟons imposed by ArƟcles 17.9 and 17.10 shall be removed and that dividends withheld pursuant to ArƟcle 17.10.1 are paid to the relevant Member.
17.15 For the purpose of enforcing the restricƟons referred to in ArƟcle 17.10.2 and to the extent

permissible under the RegulaƟons and the Rules, if any, the Board may give noƟce to the relevant Member requiring the Member to change any Default Shares held in UncerƟficated form to CerƟficated form by the Ɵme stated in the noƟce. The noƟce may also state that the Member may not change any of the Default Shares held in cerƟficated form to UncerƟficated form. If the Member does not comply with the noƟce, the Board may authorise any person to instruct the operator of the UncerƟficated System to change the Default Shares held in UncerƟficated form to CerƟficated form.

17.16 For the purpose of this ArƟcle:-

17.16.1 a person shall be treated as appearing to be interested in any shares if the Member holding such shares has given to the Company a noƟficaƟon which either (a) names such person as being so interested or (b) fails to establish the idenƟƟes of those interested in the shares and (aŌer taking into account the said noƟficaƟon and any other relevant noƟficaƟon) the Company knows or has reasonable cause to believe that the person in quesƟon is or may be interested in the shares; and
17.16.2 the prescribed deadline in respect of any parƟcular Member is 28 days from the date of service of a noƟce sent in accordance with ArƟcles 17.1 or 17.9 or 14 days from the date of service of the noƟce in accordance with ArƟcle 17.10;
17.16.3 subject to ArƟcle 16.7, a transfer of shares is an "approved transfer" if but only if:-
(a) it is a transfer of shares to an offeror by way or in pursuance of acceptance of a public offer made to acquire all the issued shares in the capital of the Company not already owned by the offeror or connected person of the offeror in respect of the Company; or
(b) the Board is saƟsfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares which are the subject of the transfer to a party unconnected with the Member and with other persons appearing to be interested in such shares; or
(c) the transfer results from a sale made through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000, as amended) or any stock exchange outside the United Kingdom on which the Company's shares are listed or normally traded.
17.17 For the purposes of this ArƟcle 17.17 any person referred to in ArƟcle 17.19 in relaƟon to Directors shall, mutaƟs mutandis, be included amongst the persons who are connected with the Member or any person appearing to be interested in such shares.
17.18 Any Member who has been given noƟce of an Interested Party in accordance with ArƟcle 17.1 who subsequently ceases to have any party interested in his shares or has any other person interested

in his shares shall noƟfy the Company in wriƟng of the cessaƟon or change in such interest and, where such a register is maintained, the Board shall promptly amend the register of Interested ParƟes accordingly.

17.19 For the purposes of this ArƟcle a person shall be treated as being connected with a Director if that person is:
17.19.1 a spouse, child (under the age of eighteen) or step child (under the age of eighteen) of the Director; or
17.19.2 an associated body corporate which is a company in which the Director alone, or with connected persons, is directly or indirectly beneficially interested in 20% or more of the nominal value of the equity share capital or is enƟtled (alone or with connected persons) to exercise or control the exercise of more than 20% of the voƟng power at general meeƟngs; or
17.19.3 a trustee (acƟng in that capacity) of any trust, the beneficiaries of which include the Director or persons falling within ArƟcles 17.19.1 or 17.19.2 above excluding trustees of an employees' share scheme or pension scheme; or
17.20 a partner (acƟng in that capacity) of the Director or persons described in ArƟcles 17.19.1 to 17.19.3 above.

18. THE REGISTER

18.1 The Company shall keep a Register in accordance with the Law and outside the United Kingdom. The registraƟon of transfers of shares may be suspended at such Ɵmes and for such a period (not exceeding in aggregate thirty days in any calendar year) as the Directors may determine.
18.2 In the case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole holder, shall be the only person or persons recognised by the Company as having any Ɵtle to or interest in his shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share jointly held by him.
18.3 A person enƟtled to shares in consequence of the death or bankruptcy of a Member shall not be enƟtled to receive noƟce of or aƩend or vote at any meeƟng, or, save as aforesaid and save as regards the receipt of such Dividends or DistribuƟons as the Directors shall not elect to retain, to exercise any of the rights and privileges of a Member, unless and unƟl he shall have been registered as the holder of the shares.

19. CERTIFICATES

19.1 Subject to the Statutes, the RegulaƟons and the Rules, shares shall be issued in registered form and may be issued and held in CerƟficated or UncerƟficated form as the Board may in its absolute

discreƟon determine.

19.2 Subject to ArƟcle 19.1, the Company shall issue:
19.2.1 without payment one cerƟficate to each person for all his shares of each class and, when part only of the shares comprised in a cerƟficate is sold or transferred, a balance cerƟficate; or
19.2.2 upon payment of such sum as the Board may determine several cerƟficates each for one or more shares of any class.
19.3 Every cerƟficate shall be signed in accordance with the common signature of the Company, shall specify the shares to which it relates and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one cerƟficate, and delivery of a cerƟficate for a share to one of several joint holders shall be sufficient delivery to all such holders.
19.4 If a share cerƟficate is defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connecƟon with the maƩer and generally upon such terms as the Directors shall think fit.
19.5 Shares of any class may be traded through an UncerƟficated System and held in UncerƟficated form in accordance with such arrangements as may from Ɵme to Ɵme be permiƩed by any statute, regulaƟon, order, instrument or rule in force affecƟng the Company.

20. ALTERATION OF CAPITAL

20.1 The Company may by Ordinary ResoluƟon:
20.1.1 consolidate and divide all or any of its shares into shares of larger amounts than its exisƟng shares;
20.1.2 sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum or ArƟcles or Ordinary ResoluƟon, such that in the sub-division the proporƟon between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
20.1.3 cancel any shares which, at the date of the passing of the resoluƟon have not been taken or agreed to be taken by any person, and diminish the amount of its shares by the amount of the shares so cancelled;
20.1.4 re-designate the whole, or any parƟcular class, of its shares into shares of another class;
20.1.5 convert all or any of its shares the nominal amount of which is expressed in a parƟcular

currency or former currency into shares of a nominal amount of a different currency, the conversion being effected at the rate of exchange (calculated to not less than three significant figures) current on the date of the resoluƟon or on such other date as may be specified therein;

20.1.6 where its shares are expressed in a parƟcular currency or former currency, denominate or redenominate it, whether expressing its amount in units or subdivisions of that currency or former currency, or otherwise.

21. GENERAL MEETINGS

21.1 Subject to the Law and these ArƟcles, the first general meeƟng of the Company shall be held within a period of not more than eighteen months from the day on which the Company was incorporated. Subject to the Law, an annual general meeƟng shall be held once in every calendar year (provided that no more than fiŌeen months may elapse between one annual general meeƟng and the next) at such Ɵme and place as the Directors shall appoint, and in default of an annual general meeƟng any Member may, not less than 14 days aŌer the last date upon which the meeƟng ought to have been held, apply to the Court to make such order as the Court thinks fit.
21.2 MeeƟngs other than annual general meeƟngs shall be called general meeƟngs.
21.3 The Directors may whenever they think fit convene a general meeƟng.
21.4 The Directors are required to call a general meeƟng in accordance with the Law once the Company has received RequisiƟon Requests to do so from Members who hold more than ten per cent. of such of the capital of the Company that carries the right of voƟng at general meeƟngs of the Company (excluding any capital held as treasury shares).
21.5 Where the Directors are required to call a general meeƟng in accordance with ArƟcle 21.4 they must call a general meeƟng within twenty one days aŌer the date on which they became subject to the requirement and must hold the general meeƟng on a date not more than twenty eight days aŌer the date of the noƟce convening the meeƟng.
21.6 Any general meeƟng may be held in Guernsey, or elsewhere, as the Directors may from Ɵme to Ɵme determine.
21.7 The provisions of this ArƟcle 21 are without prejudice to the rights of Members under the Law to rescind the waiver of the requirement to hold an annual general meeƟng and without prejudice to any powers of the directors to convene a general meeƟng without a Member's requisiƟon.

22. NOTICE OF GENERAL MEETINGS

22.1 Unless special noƟce is required in accordance with the Law, all general meeƟngs shall be called by not less than ten Clear Days' noƟce in wriƟng. The noƟce shall specify the place, the date and the Ɵme of the meeƟng, and in the case of any proposed Special ResoluƟon, Waiver ResoluƟon or Unanimous ResoluƟon, the text of such proposed resoluƟon and noƟce of the fact that the resoluƟon proposed is proposed as a Special ResoluƟon, Waiver ResoluƟon or Unanimous ResoluƟon (as applicable) and the general nature of the business to be dealt with at the meeƟng and shall be given to such persons as are, by these ArƟcles or the Law, enƟtled to receive such noƟces from the Company, provided that a meeƟng of the Company shall, notwithstanding that it is called by shorter noƟce than that specified in this ArƟcle, be deemed to have been duly called if it is so agreed by all the Members enƟtled to aƩend and vote thereat.

22.2 The accidental failure to provide noƟce of a meeƟng, or to send any other document to a person enƟtled to receive such noƟce or document, shall not invalidate the proceedings at that meeƟng or call into quesƟon the validity of any acƟons, resoluƟons or decisions taken.
22.3 All Members are deemed to have agreed to accept communicaƟons from the Company by Electronic Means in accordance with ArƟcle 44.6.
22.4 A Member present, either in person or by proxy, at any meeƟng of the Company or of the holders of any class of shares in the Company, is deemed to have received noƟce of the meeƟng and, where required, of the purpose for which it was called.
22.5 Every person who becomes enƟtled to a share shall be bound by any noƟce in respect of that share which, before his name is entered in the Register, has been duly given to a person from whom he derives his Ɵtle.

23. ELECTION AND POWERS OF CHAIRMAN

23.1 The chairman of any general meeƟng shall be either:
23.1.1 the chairman of the Directors;
23.1.2 in the absence of the chairman or if the Directors have no chairman, then the Directors shall nominate one of their number to preside as chairman;
23.1.3 if neither the chairman of the Directors nor the nominated Director are present at the meeƟng, then the Directors present at the meeƟng shall elect one of their number to be the chairman;
23.1.4 if only one Director is present at the meeƟng then he shall be chairman of the general meeƟng; or
23.1.5 if no Directors are present at the meeƟng, then the Members present shall elect a chairman for the meeƟng by an Ordinary ResoluƟon.
23.2 The chairman of the general meeƟng shall conduct the meeƟng in such a manner as he thinks fit and may adjourn the meeƟng from Ɵme to Ɵme and from place to place, but no business shall be transacted at an adjourned meeƟng other than business which might properly have been

transacted at the meeƟng had the adjournment not taken place. In addiƟon, the chairman may limit the Ɵme for Members to speak.

24. RIGHT OF DIRECTORS TO SPEAK

A Director of the Company shall be enƟtled to aƩend and speak at any general meeƟng and at any separate meeƟng of the holders of any class of shares in the Company, regardless of whether that Director is a Member of the Company or of the relevant class.

25. PROCEEDINGS AT GENERAL MEETINGS

25.1 All business shall be deemed special that is transacted at a general meeƟng. All business that is transacted at an annual general meeƟng shall likewise be deemed special, with the excepƟon of declaring a Dividend or DistribuƟon, the consideraƟon of the accounts, balance sheets, and the reports of the Directors and auditors, the elecƟon of Directors and the appointment of and the fixing of the remuneraƟon of the auditors.
25.2 No business shall be transacted at any general meeƟng unless a quorum is present. Two Members present in person or by proxy and enƟtled to vote shall be a quorum. Where the Company has only one Member the quorum shall be one Member present at the meeƟng in person or by proxy.
25.3 Unless the Directors direct otherwise, the rights of a Member to vote at a general meeƟng are suspended if that Member has failed to pay any sum due and owing on his share, whether that sum is due as a result of a failure to pay a call or otherwise.
25.4 If within half an hour aŌer the Ɵme appointed for a meeƟng a quorum is not present, the meeƟng, if convened by or upon the requisiƟon of Members as hereinbefore provided, shall be dissolved. If otherwise convened, it shall stand adjourned to the same day in the next week (or if that day be a public holiday in Guernsey to the next working day thereaŌer) at the same Ɵme and place and no noƟce of such adjournment need be given. At any such adjourned meeƟng, those Members who are present in person or by proxy shall be a quorum. If no Members are present at the adjourned meeƟng, the meeƟng shall be dissolved.
25.5 The chairman, with the consent of any meeƟng at which a quorum is present may (and shall if so directed by the meeƟng) adjourn the meeƟng from Ɵme to Ɵme and from place to place, but no business shall be transacted at any adjourned meeƟng except business which might lawfully have been transacted at the meeƟng from which the adjournment took place. When a meeƟng is adjourned for fourteen days or more, seven Clear Days' noƟce at the least specifying the place, the date and the Ɵme of the adjourned meeƟng shall be given as in the case of the original meeƟng but it shall not be necessary to specify in such noƟce the nature of the business to be transacted at the adjourned meeƟng.
25.6 Every quesƟon submiƩed to a general meeƟng shall be determined in the first instance by a show of hands of the Members present in person or by proxy or by aƩorney and enƟtled to vote, but a

poll may be demanded by no fewer than five Members having the right to vote on the resoluƟon, or one or more of the Members present in person or by proxy represenƟng at least ten per cent. of the total voƟng rights of all of the Members having the right to vote on the resoluƟon. Unless a poll is duly demanded in accordance with these ArƟcles, a declaraƟon by the chairman that a resoluƟon has been carried or lost or has or has not been carried by any parƟcular majority and an entry to that effect in the minutes of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number, proporƟon or validity of the votes recorded in favour of or against such resoluƟon.

25.7 If a poll is demanded, it shall be taken at the meeƟng at which the same is demanded or at such other Ɵme and place as the chairman shall direct, and the result of such poll shall be deemed the resoluƟon of the meeƟng. The demand for a poll may be withdrawn.
25.8 The demand for a poll shall not prevent the conƟnuance of a meeƟng for the transacƟon of any business other than the quesƟon on which a poll has been demanded.
25.9 If a poll shall be duly demanded upon the elecƟon of a chairman or on any quesƟon of adjournment, it shall be taken at once.
25.10 In case of an equality of votes, either on a show of hands or on a poll, the chairman of the meeƟng at which the show of hands takes place, or at which the poll is taken, as the case may be, shall have a second vote if he is a Member and a casƟng vote if he is not a Member.

26. VOTES OF MEMBERS

26.1 Subject to any rights or restricƟons aƩached to any shares, on a show of hands, every Member present in person or by proxy and enƟtled to vote shall have one vote, and on a poll every Member present in person or by proxy shall have one vote for each share held by him, but this provision shall be subject to the condiƟons with respect to any special voƟng powers or restricƟons for the Ɵme being aƩached to any shares which may be subject to special condiƟons.
26.2 Where there are joint registered holders of any share any one of such persons may vote at any meeƟng, either personally or by proxy, in respect of such share as if he were solely enƟtled thereto; and if more than one of such joint holders be present at any meeƟng personally or by proxy that one of the said persons so present in person or by proxy whose name stands first in the Register in respect of such share shall alone be enƟtled to vote in respect thereof.
26.3 Any Member being under any legal disability may vote by his guardian or other legal representaƟve. Any one of such persons may vote either personally or by proxy or by aƩorney.
26.4 Upon a poll votes may be given personally or by proxy or by aƩorney and it shall not be necessary for a proxy or aƩorney to be enƟtled to aƩend the meeƟng in his own right. Deposit of an instrument of proxy shall not preclude a Member from aƩending and voƟng at the meeƟng or any adjournment thereof.
26.5 Subject to the provisions of the Law, the instrument appoinƟng a proxy shall be in any common form or in such other form as the Directors may approve and whether sent to the Company in wriƟng or in electronic form it shall be made under the hand of the appointor or of his aƩorney duly authorised in wriƟng or if the appointor is a corporaƟon under its common seal or under the hand of an officer or aƩorney duly authorised in that behalf.
26.6 The appointment of a proxy and the power of aƩorney or other authority (if any) under which it is authenƟcated, or a copy of such authority cerƟfied notarially or in some other way approved by the Directors, shall:
26.6.1 in the case of an instrument in wriƟng (including, whether or not the appointment of proxy is by Electronic Means, any such power of aƩorney or other authority) be deposited at the Office, or at such other place or places as determined by the Directors or as is specified in the noƟce convening the meeƟng or in any noƟce of any adjourned meeƟng or in any appointment of proxy sent out by the Company in relaƟon to the meeƟng, not less than forty eight hours (excluding any days which are not Business Days) before the Ɵme of the holding of the meeƟng or adjourned meeƟng at which the person named in the appointment proposes to vote; or
26.6.2 in the case of an appointment by Electronic Means, where an address has been specified for the purpose of receiving documents or informaƟon in electronic form (in the noƟce convening the meeƟng, or in any instrument of proxy sent out by the Company in relaƟon to the meeƟng or in any invitaƟon in electronic form to appoint a proxy issued by the Company in relaƟon to the meeƟng) be received at such address not less than forty eight hours (excluding any days which are not Business Days) before the Ɵme for holding the meeƟng or adjourned meeƟng at which the person named in the appointment proposes to vote,

in default of which the proxy shall not be treated as valid unless the Directors otherwise determine in their discreƟon.

26.7 Any Member shall be enƟtled to appoint by power of aƩorney some person, whether a Member or not, to act as his aƩorney for the purposes of receiving noƟces of general meeƟngs and aƩending general meeƟngs and voƟng thereat, and upon such power of aƩorney being deposited at the Office together with a noƟce from the aƩorney giving his address, an entry thereof shall be made in the Register and all noƟces of meeƟngs held during the conƟnuance in force of such power of aƩorney shall be served upon the aƩorney thereby appointed as if such aƩorney were a Member of the Company and registered owner of the shares, and all noƟces, except where otherwise herein expressly provided, shall be deemed duly served if served upon such aƩorney in accordance with these ArƟcles, and the aƩorney shall be enƟtled to aƩend any general meeƟngs held during the conƟnuance of his appointment and to vote thereat in respect of the shares of any Member appoinƟng him, such vote to be exercised either personally or by proxy appointed by the aƩorney in accordance with these ArƟcles. Every such power shall remain in full force

notwithstanding the death of or its revocaƟon by other means by the grantor, unless and unƟl express noƟce in wriƟng of such death or revocaƟon shall have been given to the Company.

26.8 A vote given or poll demanded in accordance with the terms of an instrument of proxy or by the duly authorised representaƟve of a corporaƟon shall be valid notwithstanding the previous determinaƟon of the authority of the person voƟng or demanding a poll, unless a noƟce of the determinaƟon of the proxy, or of the authority under which the proxy was executed, shall have been received by the Company at the Office before the commencement of the meeƟng or adjourned meeƟng at which the proxy is used.
26.9 Subject to the Law, a WriƩen ResoluƟon to which the requisite majority of Eligible Members have, within twenty eight days of the date of circulaƟon of such WriƩen ResoluƟon, signified their agreement shall be as effecƟve as if the same had been duly passed at a general meeƟng.

27. CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

Any corporaƟon which is a Member may by resoluƟon of its directors or other governing body authorise such person as it thinks fit to act as its representaƟve at any meeƟng of the Company or of any class of Members, and the person so authorised shall be enƟtled to exercise the same powers on behalf of the corporaƟon which he represents as that corporaƟon could exercise if it were an individual Member.

28. APPOINTMENT OF DIRECTORS

28.1 Unless otherwise determined by Ordinary ResoluƟon, the number of Directors shall not be subject to any maximum and the minimum number shall be one. At no Ɵme shall half or more of the Directors, including any duly appointed alternates, be resident in the United Kingdom, and a person shall not be appointed a Director if as a result of such appointment the Board would cease to consist of a majority of Directors resident outside the United Kingdom.
28.2 A person must not be appointed as a Director unless he has, in wriƟng, consented to being a Director and declared that he is not ineligible to be a Director under the Statutes.
28.3 A Director need not be a Member but shall be enƟtled to receive noƟce of and aƩend all general meeƟngs of the Company.
28.4 No person shall, unless recommended by the Directors, be eligible for elecƟon to the office of Director at any general meeƟng unless not less than three nor more than twenty one days before the date appointed for the meeƟng there shall have been leŌ at the Office noƟce in wriƟng signed by a Member duly qualified to aƩend and vote at the meeƟng for which such noƟce is given, of his intenƟon to propose such person for elecƟon, and also noƟce in wriƟng signed by that person of his willingness to be elected.
28.5 The Directors shall have power at any Ɵme and from Ɵme to Ɵme to appoint any person to be a

Director, either to fill a casual vacancy or as an addiƟon to the exisƟng Directors. Any Director so appointed shall hold office only unƟl the next following annual general meeƟng and shall then be eligible for re-elecƟon.

28.6 The Company in general meeƟng may by Ordinary ResoluƟon appoint another person in place of a Director removed from office under ArƟcle 34, and without prejudice to the powers of the Directors under ArƟcle 28.5 the Company may by Ordinary ResoluƟon appoint any person to be a Director either to fill a casual vacancy or as an addiƟonal Director.

29. REMUNERATION OF DIRECTORS

29.1 The remuneraƟon of the Directors shall be determined by the Directors in their absolute discreƟon on or aŌer the incorporaƟon of the Company, provided that the aggregate amount paid to the Directors by way of fees shall not exceed US\$400,000 in any financial year, or such greater sum as may be determined from Ɵme to Ɵme by Ordinary ResoluƟon. Such remuneraƟon shall be deemed to accrue from day to day.
29.2 The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in aƩending and returning from meeƟngs of the Directors or any commiƩee of the Directors or general meeƟngs of the Company or in connecƟon with the business of the Company.
29.3 If any Director, being willing, shall be called upon to render or to perform and shall render or perform extra or special services of any kind or shall travel or go or reside in any country not his usual place of residence for any business or purposes of the Company, he shall be enƟtled to receive such sum as the Directors may think fit for expenses and also such remuneraƟon as the Directors may think fit, either as a fixed sum or as a percentage of profits or otherwise, and such remuneraƟon may, as the Directors shall determine, be either in addiƟon to or in subsƟtuƟon for any other remuneraƟon he may be enƟtled to receive, and the same shall be charged as part of the ordinary working expenses.
29.4 The Company may pay a gratuity or pension or allowance on reƟrement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and make contribuƟons to any fund and pay premiums for the purchase or provision of any such gratuity pension or allowance.

30. DIRECTORS' INTERESTS

30.1 A Director must, immediately aŌer becoming aware of the fact that he is interested in a transacƟon or proposed transacƟon with the Company, disclose to the Directors (i) if the monetary value of the Director's interest is quanƟfiable, the nature and monetary value of that interest, or (ii) if the monetary value of the Director's interest is not quanƟfiable, the nature and extent of that interest, in each case unless the transacƟon or proposed transacƟon is between the Director and the Company, and is to be entered into in the ordinary course of the Company's business and on usual terms and condiƟons.

30.2 Subject to the provisions of the Law, and provided that he has disclosed to the other Directors in accordance with the Law the nature and extent of any material interest of his, a Director notwithstanding his office:
30.2.1 may be a party to, or otherwise interested in, any transacƟon or arrangement with the Company, or in which the Company is otherwise interested;
30.2.2 may act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be enƟtled to remuneraƟon for professional services as if he were not a Director;
30.2.3 may be a Director or other officer of, or employed by, or a party to any transacƟon or arrangement with, a shareholder of or otherwise directly or indirectly interested in, any body corporate promoted by the Company, or with which the Company has entered into any transacƟon, arrangement or agreement or in which the Company is otherwise interested; and
30.2.4 shall not by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transacƟon or arrangement or from any interest in any such body corporate and no such transacƟon or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
30.3 For the purposes of this ArƟcle:
30.3.1 a general noƟce given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the noƟce in any transacƟon or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transacƟon of the nature and extent so specified; and
30.3.2 an interest of which a Director is unaware shall not be treated as an interest of his.
30.4 A Director shall be counted in the quorum at any meeƟng in relaƟon to any resoluƟon in respect of which he has declared an interest and may vote thereon.
30.5 A Director may conƟnue to be or become a director, managing director, manager or other officer, employee or member of any company promoted by the Company or in which the Company may be interested or with which the Company has entered into any transacƟon, arrangement or agreement, and no such Director shall be accountable for any remuneraƟon or other benefits received by him as a director, managing director, manager, or other officer or member of any such other company. The Directors may exercise the voƟng power conferred by the shares in any other company held or owned by the Company or exercisable by them as directors of such other company, in such manner in all respects as they think fit (including the exercise thereof in favour of any resoluƟon appoinƟng themselves or any of them directors, managing directors, managers
or other officers of such company, or voƟng or providing for the payment of remuneraƟon to the directors, managing directors, managers or other officers of such company).
30.6 Any Director who, by virtue of office held or employment with any other body corporate, may from Ɵme to Ɵme receive informaƟon that is confidenƟal to that other body corporate (or in respect of which he owes duƟes of secrecy or confidenƟality to that other body corporate) shall be under no duty to the Company by reason of his being a Director to pass such informaƟon to the Company or to use that informaƟon for the benefit of the Company, in either case where the same would amount to breach of confidence or other duty owed to that other body corporate.

31. BORROWING POWERS

31.1 The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue securiƟes whether outright or as security for any debt, liability or obligaƟon of the Company or of any third party.
31.2 The Directors may cause a proper register to be kept of all mortgages, charges and/or security interests specifically affecƟng the Company.

32. POWERS AND DUTIES OF DIRECTORS

32.1 The business and affairs of the Company shall be managed by, or under the direcƟon or supervision of the Directors who may pay all expenses incurred in promoƟng and registering the Company, and may exercise all such powers necessary for managing, and for direcƟng and supervising the management of, the business and affairs of the Company as are not, by the Statutes or by these ArƟcles, required to be exercised by the Company in general meeƟng, subject, nevertheless, to any of these ArƟcles, to the Memorandum, to the provisions of the Statutes and to such regulaƟons as may be prescribed by the Company by Special ResoluƟon provided that such regulaƟons are not inconsistent with these ArƟcles, the Memorandum or the Statutes; but no regulaƟon made by the Company shall invalidate any prior act of the Directors which would have been valid if that regulaƟon had not been made.
32.2 The Directors shall cause minutes to be made in books provided for the purpose:
32.2.1 of all appointments of officers or appointees made by the Directors and of the terms the terms of reference of such appointments;
32.2.2 of all powers of aƩorneys made by the Directors;
32.2.3 of the names of the Directors present at all meeƟngs of the Company and of the Directors and of commiƩees of the Directors; and
32.2.4 of all resoluƟons and proceedings at all meeƟngs of the Company, of the Directors and of commiƩees of the Directors.
32.3 The Directors may make terms of reference including rules of procedure for all or any commiƩees save for commiƩees of directors, which prevail over rules derived from the ArƟcles and in the absence of any such rules, such commiƩees must follow procedures which are based as far as they are applicable on those provisions of the ArƟcles which govern the taking of decisions by Directors.
32.4 A power of aƩorney given by the Company shall be valid if executed by the Company under the common signature of the Company

33. DIRECTORS' INSURANCE

To the fullest extent permiƩed by the Law and without prejudice to the provisions of ArƟcle 46, the Directors shall have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any Ɵme Directors, officers or employees of the Company, or of any other company which is its holding company or in which the Company or such holding company or any of the predecessors of the Company or of such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the Company or of any such other company, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execuƟon and/or discharge of their duƟes and/or the exercise or purported exercise of their powers and/or otherwise in relaƟon to or in connecƟon with their duƟes, powers or offices in relaƟon to the Company or any other such company or subsidiary undertaking.

34. RETIREMENT AND REMOVAL OF DIRECTORS

34.1 The office of Director shall, ipso facto, be vacated:
34.1.1 if he resigns his office by wriƟng under his hand deposited at the Office, provided that the Company may agree to accept the resignaƟon to take effect on a later date as specified by the resigning Director;
34.1.2 if he shall have absented himself (such absence not being absence with leave or by arrangement with the Directors on the affairs of the Company) from meeƟngs of the Directors for six months in succession and the other Directors shall have resolved that his office shall be vacated;
34.1.3 if he becomes bankrupt, suspends payment or compounds with his creditors, or is adjudged insolvent or has his affairs declared en désastre or has a preliminary vesƟng order made against his Guernsey realty;
34.1.4 if he dies;
34.1.5 if he becomes ineligible to be a Director in accordance with the Statutes;
34.1.6 if he is removed by resoluƟon of the Directors in wriƟng signed by all his co-Directors

(being not less than two in number) provided that, unƟl the date of such wriƩen resoluƟon, his acts as a Director shall be as effectual as if his office were not vacated; or

34.1.7 if the Company shall by Ordinary ResoluƟon declare that he shall cease to be a Director.

35. PROCEEDINGS OF DIRECTORS

35.1 The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meeƟngs, as they think fit. All meeƟngs of Directors shall take place outside of the United Kingdom and any decision reached or resoluƟon passed by the Directors at any meeƟng held within the United Kingdom or at which half or more of the Directors present are resident in the United Kingdom for tax purposes shall be invalid and of no effect
35.2 QuesƟons arising at any meeƟng shall be decided by a majority of votes and in the case of an equality of votes, the chairman shall have a second or casƟng vote.
35.3 A Director may, and the Secretary on the requisiƟon of a Director shall, summon a meeƟng of the Directors.
35.4 Subject to the provisions hereof, a meeƟng of Directors or of a commiƩee of Directors may be validly held notwithstanding that such Directors may not be in the same place provided that:
35.4.1 they are in constant communicaƟon with each other throughout by telephone, video conference or some other form of communicaƟon; and
35.4.2 all Directors enƟtled to aƩend such meeƟng so agree.

A person so parƟcipaƟng in the meeƟng shall be deemed to be present in person and shall accordingly be counted in the quorum and be enƟtled to vote. Such a meeƟng shall be deemed to take place where the chairman of the meeƟng then is.

35.5 The quorum necessary for the transacƟon of the business of the Directors may be fixed by the Directors and, unless so fixed, shall be two, except that where the number of Directors has been fixed at one pursuant to ArƟcle 28.1, a sole Director shall be deemed to form a quorum. For the purposes of this ArƟcle, an alternate director shall be counted in the quorum at a meeƟng at which the Director appoinƟng him is not present.
35.6 If and for so long as there is a sole Director, he may exercise all the powers conferred on the Directors by the ArƟcles by resoluƟon in wriƟng signed by him.
35.7 The conƟnuing Directors or sole conƟnuing Director may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these ArƟcles as the necessary quorum of the Directors, the conƟnuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeƟng of the Company, but for no other purpose.
35.8 The Directors may elect a chairman of their meeƟngs and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeƟng the chairman is not present within five minutes of the Ɵme appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeƟng.
35.9 The Directors may delegate any of their powers to commiƩees consisƟng of such member or members of their body as they think fit; any commiƩee so formed shall in the exercise of the powers so delegated conform to any regulaƟons that may be imposed on it by the Directors.
35.10 A commiƩee may elect a chairman of its meeƟngs; if no such chairman is elected, or if at any meeƟng the chairman is not present within five minutes aŌer the Ɵme appointed for holding the same, the members present may choose one of their number to be chairman of the meeƟng.
35.11 A commiƩee may meet and adjourn as it thinks proper. QuesƟons arising at any meeƟng shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casƟng vote.
35.12 All acts done by any meeƟng of the Directors or of a commiƩee of the Directors or by any person acƟng as a Director shall, notwithstanding that it be aŌerwards discovered that there was some defect in the appointment of any of the Directors or person acƟng as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
35.13 A resoluƟon in wriƟng, signed by all the Directors for the Ɵme being enƟtled to receive noƟce of a meeƟng of the Directors, shall be as valid and effectual as if it had been passed at a meeƟng of the Directors duly convened and held, and may consist of several documents in the like form signed by any one or more of the Directors.

36. MANAGING DIRECTOR

36.1 The Directors may from Ɵme to Ɵme appoint one or more of their body to the office of Managing Director for such period and on such terms as they think fit, and subject to the terms of any agreement entered into in any parƟcular case, may revoke such appointment. The appointment of a Director so appointed shall be automaƟcally determined if he ceases from any cause to be a Director.
36.2 A Managing Director shall receive such remuneraƟon (whether by way of salary, commission, or parƟcipaƟon in profits or partly in one way and partly in another) as the Directors may determine.
36.3 The Directors may entrust to and confer upon a Managing Director any of the powers exercisable by them upon such terms and condiƟons and with such restricƟons as they may think fit, and either collaterally with or to the exclusion of their own powers and may from Ɵme to Ɵme revoke, withdraw, alter or vary all or any of such powers.

37. ALTERNATE DIRECTORS

37.1 Any Director may at any Ɵme by wriƟng under his hand and deposited at the Office, or delivered at a meeƟng of the Directors, appoint any person (including another Director) to be his alternate Director (provided that such appointment is accompanied by a consent to act signed by such person and that such person is eligible to be a Director of the Company under the Statutes) and may in like manner at any Ɵme terminate such appointment.
37.2 The appointment of an alternate Director shall terminate on the happening of any event which if he were a Director would cause him to vacate such office or if his appointor ceases to be a Director.
37.3 An alternate Director shall be enƟtled to receive noƟces of meeƟngs of the Directors and shall be enƟtled to aƩend and vote as a Director at any such meeƟng at which the Director appoinƟng him is not personally present and generally at such meeƟng to perform all funcƟons of his appointor as a Director and for the purposes of the proceedings at such meeƟng the provisions of these presents shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director, or shall aƩend any such meeƟng as an alternate for more than one Director, his voƟng rights shall be cumulaƟve. If his appointor is unable to act, his signature to any resoluƟon in wriƟng of the Directors shall be as effecƟve as the signature of his appointor. To such extent as the Directors may from Ɵme to Ɵme determine in relaƟon to any commiƩees of the Directors, the foregoing provisions of this paragraph shall also apply mutaƟs mutandis to any meeƟng of any such commiƩee of which his appointor is a member.
37.4 An alternate Director shall be enƟtled to contract and be interested in and benefit from contracts or arrangements or transacƟons and to be repaid expenses and to be indemnified to the same extent mutaƟs mutandis as if he were a Director but he shall not be enƟtled to receive from the Company in respect of his appointment as alternate Director any remuneraƟon except only such part (if any) of the remuneraƟon otherwise payable to his appointor as such appointor may by noƟce in wriƟng to the Company from Ɵme to Ɵme direct.

38. SECRETARY

38.1 The Directors may at their discreƟon appoint such person to be Secretary on such terms as they see fit (including as to remuneraƟon) and for the avoidance of doubt may (but are not obliged to) appoint one of their number to act as both Director and Secretary.
38.2 To the extent required by the Law where the Company has appointed a Secretary, and without prejudice to the responsibility of any other person or to any other responsibiliƟes he may hold, the Secretary shall take reasonable steps to ensure:
38.2.1 that all registers and indexes are maintained in accordance with the provisions of the Statutes;
38.2.2 that all noƟces and documents required to be filed or served upon the Registrar or other

persons are duly so filed or served;

38.2.3 that all resoluƟons, records and minutes of the Company are properly kept;
38.2.4 that copies of the Memorandum and ArƟcles are kept fully up to date; and
38.2.5 that the Directors are aware of any obligaƟons imposed by:
(a) the Memorandum and ArƟcles; and
(b) (if applicable) the rules of any stock exchange that any of the Company's shares are quoted or listed on.
38.3 The Secretary may be removed by resoluƟon of the Directors in wriƟng signed by the Directors (being not less than two in number) or otherwise in accordance with ArƟcle 34 which shall apply mutaƟs mutandis as if the Secretary were a Director, save that ArƟcle 34.1.6 shall not apply.

39. THE SEAL

39.1 The Company may have a common seal (the "Seal") and if the Directors resolve to adopt a Seal the following provisions shall apply.
39.2 The Seal shall have the Company's name engraved on it in legible leƩers.
39.3 The Directors shall provide for the safe custody of the Seal, which shall only be used pursuant to a resoluƟon passed at a meeƟng of the Directors, or a commiƩee of the Directors authorised to use the Seal, and in the presence of two Directors or of one Director and the Secretary or of such person or persons as the Directors may from Ɵme to Ɵme appoint, and such person or persons, as the case may be, shall sign every instrument to which the Seal is affixed.

40. RECORD DATES

40.1 Subject to any restricƟon thereon contained in the Statutes, for the purposes of serving noƟces of meeƟngs, whether under the Statutes or under a provision in these ArƟcles or any other instrument, the Directors may determine that those persons who are entered on the Register at the close of business on a day determined by the Directors shall be persons who are enƟtled to receive such noƟces provided that such day may not be more than 21 days before the day on which the noƟces of the meeƟng are sent.
40.2 For the purposes of determining which persons are enƟtled to aƩend or vote at a meeƟng, and how many votes they may cast, the Directors may specify in the noƟce of the meeƟng a Ɵme, being not more than 48 hours, excluding any days which are not Business Days, before the Ɵme fixed for the meeƟng, by which a person must be entered on the Register in order to have the right to aƩend or vote at the meeƟng.
40.3 Notwithstanding any provision to the contrary in these ArƟcles, changes to entries on the Register aŌer the Ɵme specified under ArƟcle 40.2 may at the discreƟon of the Directors be disregarded in determining the rights of any person to aƩend or vote at the meeƟng.
40.4 Subject to any restricƟon thereon contained in the Statutes or in the terms of issue of any share in the Company, for the purposes of issuing any share, making any DistribuƟon or paying any Dividend, the Directors may determine that those persons who are entered on the Register at the close of business on a day determined by the Directors shall be the persons who are enƟtled to receive such shares, Dividends or DistribuƟons provided that such day may not be more than 6 months before or aŌer any date on which such Dividend, DistribuƟon or issuance is given, made or paid (as appropriate).

41. DIVIDENDS, DISTRIBUTIONS AND RESERVES

41.1 The Directors may from Ɵme to Ɵme authorise Dividends and DistribuƟons to be paid to the Members in accordance with the procedure set out in the Law and subject to (to the extent applicable) ArƟcles 8.2, 7.2 and 10.3.1 and to any Member's rights aƩaching to their shares. The declaraƟon of the Directors as to the amount of the Dividend or DistribuƟon available shall be final and conclusive.
41.2 If any share is issued on terms providing that it shall rank for Dividend or DistribuƟon as from a parƟcular date such share shall rank for Dividend or DistribuƟon accordingly.
41.3 The Directors may, in relaƟon to any Dividend or DistribuƟon, direct that the Dividend or DistribuƟon shall be saƟsfied wholly or partly by the distribuƟon of assets, and in parƟcular of paid up shares, debentures, or other securiƟes of any other company, and where any difficulty arises in regard to the Dividend or DistribuƟon the Directors may seƩle it as they think expedient, and in parƟcular may authorise any person to sell and transfer any fracƟons or may ignore fracƟons altogether, and may fix the value for Dividend and DistribuƟon purposes of any assets or any part thereof and may determine that cash shall be paid to any Members upon the fooƟng of the value so fixed in order to secure equality of Dividend or DistribuƟon and may vest any assets the subject of a Dividend or DistribuƟon in trustees as may seem expedient to the Directors.
41.4 The Directors may deduct from the Dividends or DistribuƟons payable to any Member all such sums of money as may be due from him to the Company on account of calls or otherwise.
41.5 No Dividend or DistribuƟon shall bear interest against the Company.
41.6 The receipt of the person appearing by the Register to be the holder of any shares shall be a sufficient discharge to the Company for any Dividend or DistribuƟon or other moneys payable in respect of such shares; and where several persons are the joint holders of a share the receipts of any one of them shall be a good discharge to the Company for any Dividends or DistribuƟons or other moneys payable thereon.
41.7 A transfer of shares shall not pass the right to any Dividend or DistribuƟon declared thereon before the registraƟon of the transfer.
41.8 Unless otherwise directed, any Dividend or DistribuƟon may be paid by way of electronic transfer in such manner as agreed between the Member and the Company or by cheque or warrant sent through the post to the registered address of the Member enƟtled thereto, or in the case of joint holders to that one whose name stands first on the Register in respect of the joint holding and every cheque or warrant so sent shall be payable to the order of the person to whom it is sent, and the payment of any such electronic transfer, cheque or warrant shall operate as a good discharge to the Company in respect of the Dividend or DistribuƟon represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that the endorsement thereon has been forged.
41.9 All Dividends and DistribuƟons unclaimed for one year aŌer having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company unƟl claimed.
41.10 Any Dividend or DistribuƟon which has remained unclaimed for a period of six years from the date of declaraƟon thereof shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company and shall thenceforth belong to the Company absolutely.

42. ACCOUNTS

42.1 The Directors shall keep proper books of account with respect to all the transacƟons, assets and liabiliƟes of the Company in accordance with the Statutes.
42.2 Subject to the Statutes, the books of account shall be kept at the Office, or at such other place or places as the Directors shall think fit and shall at all Ɵmes be open to the inspecƟon of the Directors and the Secretary.
42.3 Accounts complying with the provisions of the Law (which for the avoidance of doubt include a profit and loss account and a balance sheet) shall be prepared by the Company. The accounts shall be accompanied by a report of the Directors staƟng the principal acƟviƟes and the state and condiƟon of the Company. The accounts and Directors' report shall be signed on behalf of the Directors by at least one of them.
42.4 Where the Company holds an annual general meeƟng:
42.4.1 a copy of the accounts and Directors' report with the auditor's report (if any) aƩached thereto shall be laid before that meeƟng; and
42.4.2 a copy of the accounts and Directors' report with the auditor's report (if any) aƩached thereto shall be delivered or sent by post to the registered address of the Members or sent by Electronic Means within twelve months of the end of the financial period to which such accounts and reports relate.

42.5 Where the Company is authorised not to hold an annual general meeƟng and does not do so, a copy of the accounts and Directors' report with the auditor's report (if any) aƩached thereto shall be delivered or sent by post to the registered address of the Members or sent by Electronic Means within twelve months of the end of the financial period to which such accounts and reports relate.

43. AUDIT

Unless the Company is eligible pursuant to the Statutes and the Members pass a Waiver ResoluƟon exempƟng the Company from the requirement under the Law to have the Company's accounts audited, the Company shall appoint an auditor and the Company's accounts shall be audited in accordance with the Law.

44. NOTICES

44.1 A noƟce may be given by the Company to any Member either personally or by sending it by post in a pre-paid envelope addressed to the Member at his registered address or by Electronic Means in accordance with this ArƟcle. Unless the Law shall specify otherwise a noƟce shall, unless the contrary is shown, be deemed to have been received:
44.1.1 in the case of a noƟce sent by post to an address in the United Kingdom, Channel Islands or the Isle of Man, on the third day aŌer the day of posƟng;
44.1.2 in the case of a noƟce sent by post elsewhere by airmail, on the seventh day aŌer posƟng;
44.1.3 in the case of a noƟce sent by Electronic Means, at the expiraƟon of twenty four hours aŌer the Ɵme it was sent in accordance with ArƟcle 44.9,

excluding, in the first two cases, any day which is a Saturday, Sunday, Good Friday, Christmas Day, a bank holiday in Guernsey or a day appointed as a day of public thanksgiving or public mourning in Guernsey.

44.2 A noƟce may be given by the Company to the joint holders of a share by giving the noƟce to the joint holder first named in the Register in respect of the share.
44.3 A noƟce may be given by the Company to the persons enƟtled to a share in consequence of the death or bankruptcy of a Member by sending it through the post in a prepaid leƩer addressed to them by name, or by the Ɵtle of representaƟves of the deceased, or trustee of the bankrupt, or by any like descripƟon, at the address, if any, supplied for the purpose by the persons claiming to be so enƟtled, or (unƟl such an address has been so supplied) by giving the noƟce in any manner in which the same might have been given if the death or bankruptcy had not occurred.
44.4 Subject to ArƟcle 40.1, noƟce of every general meeƟng shall be given in any manner hereinbefore authorised to:
44.4.1 every Member who has supplied to the Company a registered address for the giving of

noƟces to him;

44.4.2 every person upon whom the ownership of a share devolves by reason of his being a legal personal representaƟve or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be enƟtled to receive noƟce of the meeƟng;
44.4.3 each Director who is not a Member; and
44.4.4 the Company's auditor (where the Company has one).

No other person shall be enƟtled to receive noƟces of general meeƟngs.

44.5 The accidental failure to send, or the non-receipt by any person enƟtled to, any noƟce of or other document relaƟng to any meeƟng or other proceeding shall not invalidate the relevant meeƟng or other proceeding.
44.6 All Members shall be deemed to have agreed to accept communicaƟon from the Company by Electronic Means (including, for the avoidance of doubt, by means of a website) in accordance with SecƟons 524 and 526 and Schedule 3 of the Law unless a Member noƟfies the Company otherwise. NoƟce under this ArƟcle must be in wriƟng and signed by the Member and delivered to the Company's Office or such other place as the Board directs. In the absence of any such noƟce from a Member, the Company may saƟsfy its obligaƟon to send that Member any noƟce or other document by publishing such noƟce or document on a web site and noƟfying him personally or by post that such noƟce or document has been so published, specifying the address of the web site on which it has been published, the place on the web site where it may be accessed, how it may be accessed and (if it is a noƟce relaƟng to a shareholders' meeƟng) staƟng (i) that the noƟce concerns a noƟce of a company meeƟng served in accordance with the Law, (ii) the place, date and Ɵme of the meeƟng, (iii) whether the meeƟng is to be an annual or extraordinary general meeƟng and (iv) such other informaƟon as the Law may prescribe.
44.7 Any Member may noƟfy the Company of an address or fax number for the purpose of his receiving communicaƟons by Electronic Means from the Company, and having done so shall be deemed to have agreed to receive noƟces and other documents from the Company by Electronic Means of the kind to which the address or fax number relates. In addiƟon, if a Member noƟfies the Company of his e-mail address or fax number, the Company may, but is not obliged to, saƟsfy its obligaƟon to send him any noƟce or other document by:
44.7.1 publishing such noƟce or document on a web site; and
44.7.2 noƟfying him by e-mail to that e-mail address or fax to that fax number that such noƟce or document has been so published, specifying the address of the web site on which it has been published, the place on the web site where it may be accessed, how it may be accessed and (if it is a noƟce relaƟng to a shareholders' meeƟng) staƟng (i) that the noƟce concerns a noƟce of a company meeƟng served in accordance with the Law (ii) the place,

date and Ɵme of the meeƟng, (iii) whether the meeƟng is to be an annual or extraordinary general or class meeƟng, and (iv) such other informaƟon as the Law may prescribe.

44.8 For the avoidance of doubt, any address or fax number specified by a Member to the Company prior to the date of adopƟon of these ArƟcles for the purpose of communicaƟng by Electronic Means will consƟtute a noƟficaƟon of that address or fax number for the purposes of ArƟcle 44.7.
44.9 Any document or noƟce which, in accordance with these ArƟcles, may be sent by the Company by Electronic Means shall, if so sent, be deemed to be received at the expiraƟon of twenty four hours aŌer the Ɵme it was sent. Proof (in accordance with the formal recommendaƟons of best pracƟce contained in the guidance issued by the United Kingdom InsƟtute of Chartered Secretaries and Administrators) that a communicaƟon was sent by Electronic Means by the Company shall be conclusive evidence of such sending.
44.10 A communicaƟon by Electronic Means shall not be treated as received by the Company if it is rejected by computer virus protecƟon arrangements.

45. WINDING UP

45.1 The Company may be wound up voluntarily if the Members pass a Special ResoluƟon requiring that the Company be wound up voluntarily. Upon the passing of such Special ResoluƟon, the process of voluntary winding up shall commence and the Company shall cease to carry on business except in so far as it may be expedient for the beneficial winding up of the Company. The Company's corporate state and powers shall be deemed to conƟnue unƟl the Company's dissoluƟon.
45.2 If the Company shall be wound up, the surplus assets remaining aŌer payment of all creditors, including the repayment of bank borrowings, shall be divided among the Members in accordance with (to the extent applicable) ArƟcles 8.3, 7.3 and 10.3.4.
45.3 If the Company shall be wound up the liquidator may, with the sancƟon of a resoluƟon of the Company passed by Special ResoluƟon and any other sancƟon required by the Statutes, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may, subject to (to the extent applicable) ArƟcles 8.3, 7.3 and 10.3.4, determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sancƟon, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sancƟon, shall think fit, but so that no Member shall be compelled to accept any shares or other securiƟes whereon there is any liability.
45.4 Where the Company is proposed to be or is in the course of being wound up and the whole or part of its business or property is proposed to be transferred or sold to another company (the "Transferee Company") the liquidator may, with the sancƟon of an Ordinary ResoluƟon conferring

either a general authority on the liquidator or an authority in respect of any parƟcular arrangement, receive in compensaƟon or part compensaƟon for the transfer or sale, shares, policies or other like interests in the Transferee Company for distribuƟon among the Members or may enter into any other arrangement whereby the Members may, in lieu of receiving cash, shares, policies or other like interests, or in addiƟon thereto, parƟcipate in the profits of or receive any other benefits from the Transferee Company.

46. INDEMNITY

The Directors (including any alternate Director), Secretary and other officer or employee for the Ɵme being of the Company shall be indemnified out of the assets of the Company to the fullest extent permiƩed by the Law from and against all acƟons, costs, charges, losses, damages and expenses in respect of which they may lawfully be indemnified which they or any of them shall or may incur or sustain by reason of any contract entered into or any act done, concurred in, or omiƩed, in or about the execuƟon of their duty or supposed duty or in relaƟon thereto.

47. INSPECTION OF REGISTERS AND OTHER RECORDS

47.1 A Director shall be enƟtled at any Ɵme to inspect the Register, the minute books, the annual validaƟon, the register of Directors and secretaries and the index, if any, of Members.
47.2 A Member shall be enƟtled in accordance with the Law, to inspect the Register and the other documents menƟoned in 47.1 other than the minutes of proceedings at Directors' meeƟngs.
47.3 Any person who is not a Director or a Member shall be enƟtled on fulfilling the requirements in the Law to inspect the Register, the register of Directors and secretaries and the index, if any, of Members.
47.4 The rights of inspecƟon herein referred to shall be exercisable between 9 a.m. and 5 p.m. on any weekday when banks in Guernsey are open for business.
47.5 Subject to ArƟcle 47.1, no Member shall (as such) have any right of inspecƟng any accounƟng records or other books or documents of the Company except as conferred by the Statutes or authorised by the Directors or by Ordinary ResoluƟon.

48. COMMON SIGNATURE

The common signature of the Company may be the Company's name with the addiƟon of the signature(s) of one or more officer(s) of the Company authorised generally or specifically by the Directors for such purpose, or such other person or persons as the Directors may from Ɵme to Ɵme appoint; or if the Directors resolve that the Company shall have a common seal, the common seal of the Company affixed in such manner as these ArƟcles may from Ɵme to Ɵme provide, as the Directors may from Ɵme to Ɵme determine either generally or in any parƟcular case.

AI Terminal

Fair Oaks Income Limited

6326_rns_2025-11-05_bfb73b3a-dcf6-4e64-aa12-0f3230a4714c.pdf

THE COMPANIES (GUERNSEY) LAW, 2008 (AS AMENDED)

NON-CELLULAR COMPANY LIMITED BY SHARES

Registered on 7 March 2014

TABLE OF CONTENTS

THE COMPANIES (GUERNSEY) LAW, 2008 (AS AMENDED)

NON-CELLULAR COMPANY LIMITED BY SHARES

ARTICLES OF INCORPORATION

FAIR OAKS INCOME LIMITED

1. DEFINITIONS

Provided always that:

2. INTERPRETATION

3. STANDARD ARTICLES NOT TO APPLY

4. POWER OF THE DIRECTORS TO ISSUE SHARES

5. CLASS ACCOUNTS

6. PRE-EMPTION ON ISSUE OF SHARES

7. REALISATION SHARES

8. ORDINARY SHARES

9. REDEMPTION

10. C SHARES

11. COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST

12. VARIATION OF CLASS RIGHTS

13. CALLS ON SHARES

14. FORFEITURE

15. LIEN

16. TRANSFER AND TRANSMISSION OF SHARES

16.18 Transfer of Shares in Trust.

17. DISCLOSURE OF BENEFICIAL INTERESTS

17.16 For the purpose of this ArƟcle:-

18. THE REGISTER

19. CERTIFICATES

20. ALTERATION OF CAPITAL

21. GENERAL MEETINGS

22. NOTICE OF GENERAL MEETINGS

23. ELECTION AND POWERS OF CHAIRMAN

24. RIGHT OF DIRECTORS TO SPEAK

25. PROCEEDINGS AT GENERAL MEETINGS

26. VOTES OF MEMBERS

27. CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

28. APPOINTMENT OF DIRECTORS

29. REMUNERATION OF DIRECTORS

30. DIRECTORS' INTERESTS

31. BORROWING POWERS

32. POWERS AND DUTIES OF DIRECTORS

33. DIRECTORS' INSURANCE

34. RETIREMENT AND REMOVAL OF DIRECTORS

35. PROCEEDINGS OF DIRECTORS

36. MANAGING DIRECTOR

37. ALTERNATE DIRECTORS

38. SECRETARY

39. THE SEAL

40. RECORD DATES

41. DIVIDENDS, DISTRIBUTIONS AND RESERVES

42. ACCOUNTS

43. AUDIT

44. NOTICES

45. WINDING UP

46. INDEMNITY

47. INSPECTION OF REGISTERS AND OTHER RECORDS

48. COMMON SIGNATURE

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