No. 06344120

The Companies Act 2006

Company Limited by Shares

ARTICLES OF ASSOCIATION

adopted by special resolution passed on 24 June 2021

FRESNILLO PLC

(incorporated on 15 August 2007)

The Companies Act 2006

Company Limited by Shares

Articles of Association

adopted by special resolution passed on 24 June 2021

Fresnillo plc

Preliminary

1 Default Articles not to apply

This document comprises the Articles of Association of the Company and no regulations set out in any statute or statutory instrument concerning companies shall apply as Articles of Association of the Company.

2 Interpretation

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

"clear days"	A period of notice of the specified length excluding the day of the meeting and the day on which the notice is given.
"CREST Regulations"	The Uncertificated Securities Regulations 2001 (as amended from time to time).
"Financial Conduct Authority"	The Financial Conduct Authority in its capacity as competent authority for official listing under Part VI of the Financial Services and Markets Act 2000.
"in writing"	Written or produced by any substitute for writing (including anything in electronic form) or partly one and partly another.
"London Stock Exchange"	London Stock Exchange plc.
"month"	Calendar month.
"Office"	The registered office of the Company for the time being.
"Operator"	Euroclear UK & Ireland or such other person as may for the time being be approved by H.M. Treasury as Operator under the CREST Regulations.
"Operator-instruction"	A properly authenticated dematerialised instruction attributable to the Operator.

"Ordinary Shares"	Ordinary shares of USD0.50 each in the capital of the Company.
"paid"	Paid or credited as paid.
"participating security"	A security title to units of which is permitted by the Operator to be transferred by means of a relevant system.
"Register"	The register of members of the Company.
"relevant system"	A computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the CREST Regulations.
"Seal"	The common seal of the Company.
"Securities Seal"	An official seal kept by the Company for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued, as permitted by the Companies Acts.
"Statutes"	The Companies Acts, the CREST Regulations and every other enactment for the time being in force concerning companies and affecting the Company.
"these Articles"	These Articles of Association as from time to time altered.
"Transfer Office"	The place where the Register is situated for the time being.
"United Kingdom"	The United Kingdom of Great Britain and Northern Ireland.
"year"	Calendar year.

The expression "address" shall include any number or address (including, in the case of any Uncertificated Proxy Instruction permitted under Article 62, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website.

The expression "Associated Company" shall have the meaning given thereto by Section 256 of the Companies Act 2006.

The expression "Companies Acts" shall have the meaning given thereto by Section 2 of the Companies Act 2006 but shall only extend to provisions which are in force at the relevant date.

The expression "Company Communications Provisions" shall have the same meaning as in section 1143 of the Companies Act 2006.

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

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

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

The expressions "recognised clearing house" and "recognised investment exchange" shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000.

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

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

The expression "shareholders' meeting" shall include both a General Meeting and a meeting of the holders of any class of shares of the Company. The expression "General Meeting" shall include any general meeting of the Company, including any general meeting held as the Company's annual general meeting in accordance with Section 336 of the Companies Act 2006 ("Annual General Meeting").

2.1 Except where the context otherwise requires, any reference to issued shares of any class (whether of the Company or of any other company) shall not include any shares of that class held as treasury shares.
2.2 Words denoting the singular shall include the plural and vice versa. Words denoting one gender shall include any other gender. Words denoting persons shall include bodies corporate and unincorporated associations.
2.3 References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these Articles).
2.4 References to a share (or to a holding of shares) being in certificated or uncertificated form are references, respectively, to that share being a certificated or an uncertificated unit of a security for the purposes of the CREST Regulations.
2.5 References to a person being present at a General Meeting include a person present by corporate representative.
2.6 A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles.
2.7 Except as expressly defined in these Articles, any words or expressions defined in the Companies Acts or the CREST Regulations shall (if not inconsistent with the subject or context) bear the same meanings in these Articles save that the word "company" shall include any body corporate.

3 Liability of members

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

4 Sterling Deferred Shares

The 50,000 deferred shares of £1.00 each (Sterling Deferred Shares) have the following rights and restrictions:

4.1 On a winding-up or other return of capital, the Sterling Deferred Shares shall entitle the holders thereof only to payment of the amounts paid up on those shares, after repayment to the holders of the Ordinary Shares of the nominal amount paid up on the Ordinary Shares held by them.
4.2 The Sterling Deferred Shares shall not entitle the holders thereof to the payment of any dividend or to receive notice of or to attend, speak or vote at any general meeting of the Company.
4.3 The Sterling Deferred Shares shall not, save as provided in Article 4.4 below, be transferable.
4.4 The Sterling Deferred Shares shall confer irrevocable authority on the Company to appoint any person to execute on behalf of the holders of any Sterling Deferred Shares an instrument of transfer of the Sterling Deferred Shares, and/or an agreement to transfer such shares to such person or persons as the Company may determine as a custodian of the Sterling Deferred Shares or to purchase or to cancel the same in accordance with the provisions of the Statutes in any such case for £1.00 for each such share being transferred, purchased or cancelled to be paid to the registered relevant holder of the Sterling Deferred Shares without obtaining the sanction of the holder or holders of the Sterling Deferred Shares, and pending such transfer or purchase or cancellation, to retain the certificate for such Sterling Deferred Shares.
4.5 The Company may at its option at any time after the creation of any Sterling Deferred Shares but subject to the nature of the minimum capital requirement of the Companies Acts redeem all of those Sterling Deferred Shares then in issue at a price of £1.00 for each such share redeemed at any one time to be paid to the relevant registered holders of the Sterling Deferred Shares, upon giving the holders of the Sterling Deferred Shares not less than 28 days' previous notice in writing of its intention so to do, fixing a time and place for the redemption.

5 Fractions arising on consolidation or subdivision

5.1 Whenever as a result of a consolidation or subdivision of shares any members would become entitled to fractions of a share, the Directors may, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Statutes, the Company), distribute the net proceeds of sale in due proportion among those members, and authorise some person to execute an instrument to transfer the shares to the purchaser or its nominee.
5.2 The transferee of the shares has no obligation to ensure that the purchase money is distributed in accordance with this Article 5.
5.3 The transferee's title to the shares shall not be affected by any irregularity in or invalidity of the sale proceedings.
5.4 So far as the Statutes allow, the Directors may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation or subdivision and representing fractional entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof.
5.5 Where any member's entitlement to a portion of the proceeds of sale amounts to less than £5, that member's portion may at the Directors' discretion be distributed to an organisation which is a charity for the purposes of the law of England and Wales.

6 Shares and special rights

6.1 All new shares shall be subject to the provisions of the Statutes and of these Articles with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.
6.2 Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may be allotted, issued with or have attached to them, with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination, as the Directors may determine). Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles.
6.3 Subject to the provisions of the Statutes and without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, the Company may issue any shares which are, or at the option of the Company or the holder are liable, to be redeemed and the Directors may determine the terms, conditions and manner of redemption of such shares. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles.

7 Commissions on issue of shares

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

8 Renunciation of allotment

8.1 The Directors may at any time after the allotment of any share but before any person has been entered in the Register as the holder:

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

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

8.2 For the purposes of these Articles relating to the registration of transfers of shares, the renunciation of an allotment of shares by an allottee in favour of another person shall be deemed to be a transfer and the Directors shall have the same power to refuse to register it as if it were a transfer.

9 Trust etc. interests not recognised

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

Share Certificates

10 Issue of share certificates

Every person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the Register in respect of shares in certificated form shall upon the issue or transfer to such person of such shares be entitled without payment to a certificate therefor (in the case of issue) within one month (or such longer period as the terms of issue shall provide) after allotment or (in the case of a transfer of fully-paid shares) within five business days after lodgement of the transfer or (in the case of a transfer of partly-paid shares) within two months after lodgement of the transfer or (in the case of the surrender of a share warrant for cancellation) within two months of the surrender of the warrant.

11 Form of share certificate

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

12 Joint holders

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

13 Replacement of share certificates

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

Calls on Shares

14 Power to make calls

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

15 Liability for calls

Each member shall (subject to being given at least 14 days' notice in writing specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on such member's shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be wholly or partly revoked or postponed as the Directors may determine. A person on whom a call is made will remain liable for calls made upon them until the time when that call has been paid in full, notwithstanding the subsequent transfer of the shares in respect of which the call was made.

16 Interest on overdue amounts

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

17 Other sums due on shares

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

18 Power to differentiate between holders

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

19 Payment of calls in advance

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

Forfeiture and Lien

20 Notice on failure to pay a call

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

21 Forfeiture for non-compliance

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

22 Disposal of forfeited shares

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

23 Holder to remain liable despite forfeiture

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

24 Lien on partly-paid shares

The Company shall have a first and paramount lien on every share (not being a fully-paid share) for all moneys (whether in respect of the nominal value of the shares or by way of premium, and whether presently payable or not) called or payable at a fixed time in respect of such share and the Directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article. The Company's lien over a share takes priority over the rights of any third party and extends to any dividend or other amount payable by the Company in respect of that share (including any sale proceeds if that share is sold by the Company pursuant to these Articles).

25 Sale of shares subject to lien

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

26 Proceeds of sale of shares subject to lien

The net proceeds of such sale, after payment of the costs of such sale, shall be applied in or towards payment or satisfaction of the amount in respect of which the lien exists so far as the same is then payable and any residue shall, upon surrender to the Company for cancellation of the certificate for the shares sold or compliance with such conditions as to evidence and indemnity as Directors may think fit and subject to a like lien for sums not presently payable as existed upon the shares prior to the sale, be paid to the person entitled to the shares immediately before the sale. For the purpose of giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser or its nominee.

27 Evidence of forfeiture

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

Variation of Rights

28 Manner of variation of rights

28.1 Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Statutes and the rights of any existing class of shares from time to time, be varied or abrogated in such manner (if any) as may be provided by such rights, or in the absence of any such provision either:
28.1.1 with the consent in writing of the holders of three-quarters in nominal value of the issued shares of the class; or
28.1.2 with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class (but not otherwise)

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

28.2 The Directors may convene a meeting of the holders of any class of shares whenever they think fit and whether or not the business to be transacted involves a variation or abrogation of class rights, to every such separate meeting all the provisions of these Articles relating to General Meetings and to the proceedings thereat shall mutatis mutandis apply, except that:

28.2.1 the necessary quorum at such separate meeting shall be two persons at least holding or representing by proxy at least one-third in nominal value of the issued shares of the class;
28.2.2 at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum;
28.2.3 any holder of shares of the class present in person or by proxy may demand a poll;
28.2.4 every such holder shall on a poll have one vote for every share of the class held by such holder;
28.2.5 a meeting of the holders can be called on 14 clear days' notice without any conditions needing to be satisfied notwithstanding Article 42.2; and
28.2.6 if a meeting is adjourned for any reason including a lack of quorum, the adjourned meeting may be held less than ten clear days after the original meeting notwithstanding Article 46.
28.3 The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.

29 Matters not constituting variation of rights

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

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

Transfer of Shares

30 Form of transfer

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

31 Balance certificate

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

32 Right to refuse registration

32.1 The Directors may decline to recognise any instrument of transfer relating to shares in certificated form unless:
32.1.1 it is in respect of only one class of share;
32.1.2 it is lodged (duly stamped if required) at the Transfer Office accompanied by the relevant share certificate(s); and
32.1.3 when lodged it is accompanied by such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer or, if the instrument of transfer is executed by some other person on the transferor's behalf, the authority of that person to do so.

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

32.2 The Directors may, in the case of shares in certificated form, in their absolute discretion refuse to register any transfer of shares (not being fully-paid shares) provided that, where any such shares are admitted to the official list maintained by the Financial Conduct Authority, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.
32.3 The Directors may also refuse to register an allotment or transfer of shares (whether fully-paid or not) in favour of more than four persons jointly.

33 No fee on registration

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

34 Branch Register

Subject to and to the extent permitted by the Statutes, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory a branch register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any such register.

35 Further provisions on shares in uncertificated form

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

35.2 The provisions of these Articles shall not apply to shares of any class which are in uncertificated form to the extent that such Articles are inconsistent with:
35.2.1 the holding of shares of that class in uncertificated form;
35.2.2 the transfer of title to shares of that class by means of a relevant system;
35.2.3 any provision of the CREST Regulations; or
35.2.4 the exercise of any powers or functions by the Company or the effecting by the Company of any actions by means of a relevant system.
35.3 The Company may by notice to the holder of a share require that share:
35.3.1 if it is uncertificated, to be converted into certificated form; and
35.3.2 if it is certificated, to be converted into uncertificated form,

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

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

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

35.5 Subject to the Statutes and the rules (as defined in the CREST Regulations), the Directors may take such action as they consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertificated share or otherwise to enforce a lien in respect of it. This may include converting such share to certificated form.
35.6 Unless the Directors otherwise determine, shares held by the same holder or joint holder in certificated form and uncertificated form shall be treated as separate holdings. Shares held in certificated form shall not be treated as forming a separate class from uncertificated shares with the same rights.

Transmission of Shares

36 Persons entitled on death

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

37 Election by persons entitled by transmission

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

38 Rights of persons entitled by transmission

Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show such person's title to the share) shall be entitled to the same dividends and other advantages as those to which such person would be entitled if he or she were the registered holder of the share except that such person shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to shareholders' meetings until he or she shall have been registered as a member in respect of the share. A person entitled to a share who has elected for that share to be transferred to some other person, pursuant to Article 37, shall cease to be entitled to any rights or advantages in relation to such share upon that other person being registered as the holder of that share.

Untraced Shareholders

39 Untraced Shareholders

39.1 The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law if and provided that:
39.1.1 during the period of 12 years prior to the date of the publication of the notice referred to in Article 39.1.2 below at least three dividends in respect of the shares have become payable and no dividend in respect of those shares has been claimed; and
39.1.2 the Company shall on expiry of such period of 12 years send a notice of its intention to sell such shares to the registered address or last known address of the member or of the person entitled to the share by transmission at which service of notices might be effected in accordance with these Articles provided that, before sending such notice, the Company is satisfied that it has taken such steps as it considers reasonable in the circumstances to trace the member or other person entitled, including engaging, if considered appropriate in relation to such shares, a professional asset reunification company or other tracing agent; and
39.1.3 during the period of three months following the publication of such notice the Company shall have received no communication from such member or person.
39.2 If, during the period referred to in Article 39.1.1, any additional shares have been issued by way of rights in respect of shares held at the commencement of such period or in respect of shares so issued previously during such period, the Company may, if the requirements of Articles 39.1.1 to 39.1.3 have been satisfied, also sell such additional shares.
39.3 To give effect to any such sale the Company may if the shares concerned are in uncertificated form, in accordance with the CREST Regulations, issue a written notification to the Operator requiring the conversion of the shares into certificated form and appoint any person to transfer, as transferor, the said shares and such transfer shall be as effective as if it had been carried out by the registered holder of or person entitled by transmission to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and (until the Company has so accounted) shall enter the name of such former member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit. If no valid claim for the net proceeds has been received by the Company during a period of six years from the date upon which the relevant shares were sold by the Company in accordance with these Articles, the net proceeds will be forfeited and will belong to the Company.

General Meetings

40 General Meetings

40.1 An Annual General Meeting shall be held in each period of 6 months beginning with the day following the Company's accounting reference date, at such place (or places), date and time as may be determined by the Directors.
40.2 The Directors may whenever they think fit, and shall on requisition in accordance with the Statutes, proceed to convene a General Meeting.

41 Form of General Meetings

41.1 In these Articles:
41.1.1 a "physical meeting" means a General Meeting held and conducted by physical attendance by members and/or proxies at a particular place; and
41.1.2 a "hybrid meeting" means a General Meeting held and conducted by both physical attendance by members and/or proxies at a particular place

and by members and/or proxies also being able to attend and participate by electronic means without needing to be in physical attendance at that place.

41.2 The Directors may decide in relation to any General Meeting (including a postponed or adjourned meeting) whether the General Meeting is to be held as a physical meeting or as a hybrid meeting and shall, for the avoidance of doubt, be under no obligation to convene a meeting as a hybrid meeting whatever the circumstances.
41.3 Subject to the requirements of the Companies Acts, the Directors may make such arrangements as they may decide in connection with the facilities for participation by electronic means in a hybrid meeting. In the case of a hybrid meeting, the provisions of these Articles shall be treated as modified to permit any such arrangements and, in particular:
41.3.1 references in these Articles to attending and being present at the meeting, including in relation to the quorum for the meeting and the right to vote at the meeting, shall be treated as including participating in the meeting by electronic means;
41.3.2 the meeting shall be duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities have been made available so that all persons (being entitled to do so) attending the hybrid meeting by electronic means, may:
- (i) participate in the business for which the meeting has been convened;
- (ii) hear all persons who speak at the meeting whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise; and
- (iii) be heard by all other persons present at the meeting

but under no circumstances shall the inability of one or more members or proxies to access, or continue to access, the facilities for participation in the meeting despite adequate facilities being made available by the Company, affect the validity of the meeting or any business conducted at the meeting, provided that the meeting is quorate;

41.3.3 all resolutions put to members at a hybrid meeting, including in relation to procedural matters, shall be decided on a poll and such poll votes may be cast by such means as the Directors in their absolute discretion consider appropriate for a hybrid meeting;
41.3.4 the Board may authorise any voting application, system or facility in respect of the electronic platform for a hybrid meeting as they may see fit; and
41.3.5 if it appears to the chairman that the electronic facilities for a hybrid meeting have become inadequate for the purpose of holding the meeting then the chairman may, with or without the consent of the meeting, pause, interrupt or adjourn the meeting (before or after it has started) and the provisions in Article 47 shall apply to any such adjournment. All business

conducted at the hybrid meeting up to the point of the adjournment shall be valid.

41.4 In relation to electronic participation at a General Meeting, the right of a member to participate electronically shall include without limitation the right to speak, vote on a poll, be represented by a proxy and have access (including electronic access) to all documents which are required by the Companies Acts or these Articles to be made available at the meeting.
41.5 If, after the sending of notice of a hybrid meeting but before the meeting is held (or after the adjournment of a hybrid meeting but before the adjourned meeting is held), the Directors consider that it is impracticable or unreasonable to hold the meeting at the time specified in the notice of meeting using the electronic facilities stated in the notice of meeting or made available prior to the meeting, they may change the meeting to a physical meeting, change the electronic facilities (and make details of the new facilities available in the manner stated in the notice of meeting), and/or postpone the time at which the meeting is to be held.
41.6 An adjourned General Meeting or postponed General Meeting may be held as a physical meeting or a hybrid meeting irrespective of the form of the General Meeting which was adjourned or postponed.
41.7 The Directors or the chairman may make any arrangement and impose any requirement or restriction the Directors or the chairman consider appropriate to ensure the security of the hybrid meeting, or the health and safety of those attending it, including, without limitation, requirements for evidence of identity that is:
41.7.1 necessary to ensure the identification of those taking part and the security of the electronic communication, and
41.7.2 proportionate to those objectives.

Notice of General Meetings

42 Notice of General Meetings

42.1 An Annual General Meeting shall be called by notice of at least 21 days.
42.2 Any other General Meeting shall be called by notice of at least 21 days unless the following conditions are satisfied, in which case such General Meeting may be called by notice of at least 14 clear days:
42.2.1 a special resolution authorising the calling of General Meetings on 14 clear days' notice has been passed at the immediately preceding Annual General Meeting or a subsequent General Meeting; and
42.2.2 for the General Meeting in question, the Company offers a facility for members to vote by electronic means accessible to all members who hold shares that carry rights to vote at General Meetings, which shall be satisfied by a facility to appoint a proxy by means of a website.
42.3 The period of notice shall in either case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held

and shall be given in manner hereinafter mentioned to all members other than such as are not under the provisions of these Articles entitled to receive such notices from the Company.

42.4 For the purposes of Article 42.3 the Company may determine that only those persons entered on the Register at the close of business on a day determined by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice. If a member is added to the Register after the day determined by the Company under this Article, this shall not invalidate the service of the notice, nor entitle such member to receive notice of the meeting.
42.5 A General Meeting, notwithstanding that it has been called by a shorter notice than that specified above, shall be deemed to have been duly called if it is so agreed:
42.5.1 in the case of an Annual General Meeting, by all the members entitled to attend and vote thereat; and
42.5.2 in the case of any other General Meeting, by a majority in number of the members having a right to attend and vote thereat, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.
42.6 If the Directors decide that it is impractical or unreasonable for any reason to hold a General Meeting at the time, date or place and, if applicable, the electronic platform(s) set out in the notice of the meeting, they can change the time, date or place and, if applicable, electronic platform(s) or postpone the meeting (or both). Subject to the Companies Act 2006, if the Directors do this, an announcement of the time, date or place and, if applicable, electronic platform(s) of the re-arranged meeting will, if practical, be advertised in such manner as the Directors, in their absolute discretion, may determine. Notice of the business of the meeting does not need to be given again. The Directors must take reasonable steps to ensure that any member trying to attend the meeting at the original time, date, place and, if applicable, electronic platform is informed of the new arrangements. If a meeting is re-arranged in this way, proxy forms can be delivered as specified in Articles 61 and 62. The Directors can also change the place and, if applicable, electronic platform(s) of the re-arranged meeting or postpone the re-arranged meeting (or both) under this Article.

43 Contents of notice of General Meetings

43.1 Every notice calling a General Meeting shall specify the place, date and time of the meeting, whether the meeting is a physical meeting or a hybrid meeting and, where the meeting is a hybrid meeting, details of the facilities for attendance and participation by electronic means at the meeting.
43.2 There shall appear with reasonable prominence in every such notice a statement that:
43.2.1 a member entitled to attend and vote is entitled to appoint one or more persons as proxy to exercise all or any of their rights to attend and to speak and vote; and
43.2.2 that a proxy need not be a member of the Company.
43.3 The notice shall specify the general nature of the business to be transacted at the meeting; whether the meeting is a physical meeting or hybrid meeting and where it is a hybrid meeting, details of the facilities for attendance and participation by electronic means at the meeting; and if any resolution is to be proposed as a special resolution, the notice shall contain a statement to that effect.
43.4 In the case of an Annual General Meeting, the notice shall also specify the meeting as such.
43.5 For the purposes of determining which persons are entitled to attend, speak or vote at a meeting, and how many votes such persons may cast, the Company must specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.
43.6 The Directors may at their sole discretion resolve that in calculating the period mentioned in Article 43.5, no account should be taken of any part of any day that is not a working day (within the meaning of Section 1173 of the Companies Act 2006).
43.7 The notice shall also specify the following:
43.7.1 the address of the website which contains the information required by Section 311A of the Companies Act 2006;
43.7.2 a statement of the procedures for members to be able to attend and vote at the meeting, including the date by which they must comply;
43.7.3 a statement of the right of members to ask questions at meetings;
43.7.4 details of proxy appointment forms; and
43.7.5 details of any facilities to be provided by the Company to allow members to vote in advance of the meeting or by electronic means.

Proceedings at General Meetings

44 Chairman

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

45 Quorum

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

46 Lack of quorum

If within five minutes from the time appointed for a General Meeting (or such longer interval as the chairman of the meeting may think fit to allow) a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day, time and place as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chairman of the meeting may determine, provided that the adjourned meeting shall be held not less than ten clear days after the original General Meeting. At such adjourned meeting a quorum shall be two persons present in person being either members or proxies appointed by members in relation to the meeting and entitled to vote. If within 15 minutes from the time fixed for holding an adjourned meeting (or such longer interval as the chairman may think fit to allow) a quorum is not present or if during an adjourned meeting a quorum ceases to be present, the adjourned meeting shall be dissolved.

47 Adjournment

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

48 Notice of adjourned meeting

When a meeting is adjourned for 30 days or more or sine die, not less than seven days' notice of the adjourned meeting shall be given in accordance, mutatis mutandis, with Articles 42 and 43. Otherwise it shall not be necessary to give any such notice.

49 Amendments to resolutions

If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution proposed as an Ordinary Resolution no amendment may be considered or voted on (other than a mere clerical amendment to correct a patent error) unless either (a) at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the Ordinary Resolution is to be considered, notice of the terms of the amendment and the intention to move it has been received by the Company, or (b) the chairman, in their absolute discretion, decides that the amendment may be considered and voted on. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon. With the consent of the chairman, an amendment may be withdrawn by its proposer before it is voted on.

50 Attendance at General Meetings

The Directors may, for the purpose of controlling the level of attendance and ensuring the security or health and safety of those attending at any physical place specified for the holding of a General Meeting, from time to time make such arrangements as the Directors shall in their absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements in place thereof. The entitlement of any member or proxy to attend a General Meeting at such physical place shall be subject to any such arrangements as may be for the time being approved by the Directors.

The Directors may direct that any person wishing to attend any meeting should provide such evidence of identity and submit to such searches or other security or health and safety arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in its absolute discretion to refuse entry to any meeting to any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security or health and safety arrangements or restrictions.

The chairman of a General Meeting may take such action, or give directions for such action to be taken, as they consider appropriate to promote the orderly conduct of the business of the meeting as set out in the notice of the meeting. The chairman's decisions on points of order, matters of procedure or arising incidentally from the business of the meeting shall be final, as shall their determination as to whether any point or matter is of such nature.

A Director (and any other person invited by the Chairman to do so) shall, notwithstanding that he or she is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company.

Polls

51 Demand for poll

51.1 At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before the resolution is put to the vote on a show of hands, or immediately after the declaration of the result of, the show of hands) demanded by:
51.1.1 the chairman of the meeting; or
51.1.2 not less than five members present in person or by proxy and entitled to vote; or
51.1.3 a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
51.1.4 a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than onetenth of the total sum paid up on all the shares conferring that right.
51.2 A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

52 Procedure on a poll

A poll shall be taken in such manner (including by use of ballot or voting papers or electronic means, or any combination thereof) as the chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may decide how and when the result of the poll is to be declared.

53 Voting on a poll

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

54 Timing of poll

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

Votes of Members

55 Votes attaching to shares

55.1 Subject to Article 43.5 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares:
55.1.1 on a show of hands every member who is present in person and, subject to Article 55.1.2 every proxy present who has been duly appointed by a member entitled to vote on the resolution shall have one vote;
55.1.2 on a show of hands, a proxy has one vote for and one vote against the resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution, and the proxy has been instructed:
- (i) by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or
- (ii) by one or more of those members to vote either for or against the resolution and by one or more other of those members to use his or her discretion as to how to vote; and
55.1.3 on a poll every member who is present in person or by proxy shall have one vote for every share of which such member is the holder or in respect of which such person has been appointed proxy.

55.2 A proxy shall not be entitled to vote on a show of hands or on a poll where the member appointing the proxy would not have been entitled to vote on the resolution had such member been present in person.

56 Votes of joint holders

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

57 Restriction on voting in particular circumstances

57.1 No member shall, unless the Directors otherwise determine, be entitled in respect of any share held by such member to vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings if any call or other sum presently payable by such member to the Company in respect of that share remains unpaid.
57.2 If any member, or any other person appearing to be interested in shares (within the meaning of Part 22 of the Companies Act 2006) held by such member, has been duly served with a notice under Section 793 of the Companies Act 2006 and is in default for a period of 14 days in supplying to the Company the information thereby required, then (unless the Directors otherwise determine) in respect of:
57.2.1 the shares comprising the shareholding account in the Register which comprises or includes the shares in relation to which the default occurred (all or the relevant number as appropriate of such shares being the "default shares", which expression shall include any further shares which are issued in respect of such shares); and
57.2.2 any other shares held by the member,

the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred (other than pursuant to an approved transfer or pursuant to Article 57.3.2 below) be entitled to attend or vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings.

57.3 Where the default shares represent 0.25 per cent or more of the issued shares of the class in question, the Directors may in their absolute discretion by notice in writing (a "direction notice") to such member direct that:
57.3.1 any dividend or part thereof or other money which would otherwise be payable in respect of the default shares shall be retained by the Company without any liability to pay interest thereon when such dividend or other money is finally paid to the member and the member shall not be entitled to elect to receive shares in lieu of dividend; and/or
57.3.2 no transfer of any of the shares held by such member shall be registered unless the transfer is an approved transfer or:
- (i) the member is not in default as regards supplying the information required; and

(ii) the transfer is of part only of the member's holding and, when presented for registration, is accompanied by a certificate by the member in a form satisfactory to the Directors to the effect that after due and careful enquiry the member is satisfied that none of the shares the subject of the transfer are default shares,

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

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

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

57.4 The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.
57.5 Save as herein provided any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued continues and shall cease to have effect thereafter upon the Directors so determining (such determination to be made within a period of one week of the default being duly remedied, with notice in writing thereof being given to the member forthwith).
57.6 Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with Article 57.3.2 above.
57.7 For the purposes of this Article:
57.7.1 a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a notice under the said Section 793 and either (i) the member has named such person as being so interested or (ii) (after taking into account the response of the member to the said notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and
57.7.2 a transfer of shares is an "approved transfer" if:
- (i) it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (as defined in Section 974 of the Companies Act 2006); or
- (ii) the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the member or with any person appearing to be interested in such shares including any such sale made through a recognised investment exchange or through a stock exchange outside the United Kingdom on which the Company's shares are normally traded. For the purposes of this Article 57.7.2(ii) any associate (as that term is defined in Section 435 of the Insolvency Act 1986) shall be included

amongst the persons who are connected with the member or any person appearing to be interested in such shares.

57.8 The provisions of this Article are in addition and without prejudice to the provisions of the Companies Acts.

58 Validity and result of vote

58.1 No objection shall be raised as to the qualification of any voter or the admissibility of any vote except at the meeting or adjourned meeting at which the vote is tendered. Every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. The Company shall not be obliged to ascertain whether a proxy or representative of a corporation has voted in accordance with a member's instructions and the failure of a proxy or representative to do so shall not vitiate the decision or the meeting or adjourned meeting or poll on any resolution.
58.2 Unless a poll is taken, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.

Proxies and Corporate Representatives

59 Appointment of proxies

59.1 A member is entitled to appoint a proxy or (subject to Article 60) proxies to exercise all or any of such member's rights to attend and to speak and vote at a General Meeting.
59.2 A proxy need not be a member of the Company.

60 Multiple Proxies

60.1 A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such member.
60.2 Where a member appoints more than one proxy, each such appointment shall state the whole number of shares in respect of which each proxy is to be appointed.
60.3 An appointment of a proxy that fails to do so shall be treated as invalid.

61 Form of proxy

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

61.1.1 in the case of an individual must either be signed by the appointor or the appointor's attorney or authenticated in accordance with Article 130; and
61.1.2 in the case of a corporation, must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation or authenticated in accordance with Article 130.

Any signature on or authentication of such appointment need not be witnessed. Where an appointment of a proxy is signed or authenticated in accordance with Article 130 on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Directors must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.

62 Deposit of form of proxy

62.1 The appointment of a proxy (together with any supporting documentation required under Article 61) must be received in the manner set out in, or by way of note to, or in any document accompanying, the notice convening the meeting (or if no instructions are so specified, at the Transfer Office):
62.1.1 in the case of a meeting or adjourned meeting, not less than 48 hours before the commencement of the meeting or adjourned meeting to which it relates;
62.1.2 in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after the poll was demanded, not less than 48 hours before the commencement of the meeting or adjourned meeting at which the poll was demanded; and
62.1.3 in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll;

and in default shall not be treated as valid.

62.2 The Directors may at their discretion determine that, in calculating the periods mentioned in Article 62.1, no account shall be taken of any part of any day that is not a working day (within the meaning of Section 1173 of the Companies Act 2006).
62.3 Without limiting the foregoing, in relation to any shares in uncertificated form the Directors may permit a proxy to be appointed by electronic means or by means of a website in the form of an Uncertificated Proxy Instruction (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, sent by means of a relevant system to such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system)); and may permit any supplement to, or amendment or revocation of, any such Uncertificated Proxy Instruction to be made by a further Uncertificated Proxy Instruction. The Directors may in addition prescribe the method of determining the time at which any such Uncertificated Proxy Instruction is to be treated as received by the Company. The Directors may treat any such Uncertificated Proxy Instruction purporting or expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that holder.

62.4 The appointment of a proxy shall, unless the contrary is stated on the form of proxy, be as valid for any adjournment of a meeting as it is for the meeting to which it relates. An appointment relating to more than one meeting (including any adjournment of any such meeting) having once been delivered in accordance with this Article 62 for the purposes of any such meeting does not need to be delivered again for the purposes of any subsequent meeting to which it relates.

63 Rights of proxy

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

64 Termination of proxy's authority

64.1 Neither the death or insanity of a member who has appointed a proxy, nor the revocation or termination by a member of the appointment of a proxy (or of the authority under which the appointment was made), shall invalidate the proxy or the exercise of any of the rights of the proxy thereunder, unless notice of such death, insanity, revocation or termination shall have been received by the Company in accordance with Article 64.2.
64.2 Any such notice of death, insanity, revocation or termination must be received at the address or one of the addresses (if any) specified for receipt of proxies in, or by way of note to, or in any document accompanying, the notice convening the meeting to which the appointment of the proxy relates (or if no address is so specified, at the Transfer Office):
64.2.1 in the case of a meeting or adjourned meeting, not less than 24 hours before the commencement of the meeting or adjourned meeting to which the proxy appointment relates;
64.2.2 in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after it was demanded, not less than 24 hours before the commencement of the meeting or adjourned meeting at which the poll was demanded; or
64.2.3 in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll.

65 Corporations acting by representatives

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

Directors

66 Number of Directors

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

67 Share qualification

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

68 Directors' fees

68.1 The ordinary remuneration of the Directors shall from time to time be determined by the Directors except that such remuneration shall not exceed £3,000,000 per annum in aggregate or such higher amount as may from time to time be determined by Ordinary Resolution of the Company.
68.2 Such ordinary remuneration shall (unless otherwise provided by Ordinary Resolution) be divisible among the Directors as they may agree, or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which such Director has held office. Any fees payable pursuant to this Article shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to any other provisions of these Articles and shall accrue from day to day.

69 Other remuneration of Directors

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

70 Directors' expenses

The Directors may repay to any Director all such reasonable expenses as that Director may incur in attending and returning from meetings of the Directors or of any committee of the Directors or shareholders' meetings or otherwise in connection with the business of the Company.

71 Directors' pensions and other benefits

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

72 Appointment of executive Directors and Chairman

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

73 Powers of executive Directors

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

Appointment and Retirement of Directors

74 Retirement at Annual General Meetings

74.1 Each Director shall be subject to annual re-election by the members.
74.2 A Director who retires at any Annual General Meeting shall be eligible for election or re-election unless the Directors otherwise determine not later than the date of the notice of such Annual General Meeting.

75 Re-election of retiring Director

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

75.1.1 where at such meeting a resolution for the re-election of such Director is put to the meeting and lost, or it is expressly resolved not to fill the office being vacated;
75.1.2 where such Director is ineligible for re-election or has given notice in writing to the Company that he or she is unwilling to be re-elected; or
75.1.3 where a resolution to elect such Director is void by reason of contravention of the next following Article.

The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for the retiring Director's re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.

76 Election of two or more Directors

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

77 Nomination of Director for election

No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any General Meeting unless not less than seven nor more than 42 days (inclusive of the date on which the notice is given) before the date appointed for the meeting there shall have been lodged at the Office:

77.1.1 notice in writing signed or authenticated in accordance with Article 130 by some member (other than the person to be proposed) duly entitled to attend and vote at the meeting for which such notice is given of the member's intention to propose such person for election; and
77.1.2 notice in writing signed (or authenticated in accordance with Article 130) by the person to be proposed of such person's willingness to be elected.

78 Election or appointment of additional Director

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

79 Vacation of office

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

79.1.1 if the Director shall become prohibited by law from acting as a Director or ceases to be a Director by virtue of any provision of the Companies Act 2006;
79.1.2 if the Director shall resign by writing under hand left at the Office or if such Director shall in writing offer to resign and the Directors shall resolve to accept such offer;
79.1.3 if the Director shall have a bankruptcy order made against him or her or shall compound with his or her creditors generally or shall apply to the court for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act or any analogous event occurs in relation to him or her in another jurisdiction;
79.1.4 if a registered medical practitioner who is treating a Director gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a Director and may remain so for more than three months;
79.1.5 if a Director shall be absent from meetings of the Directors for six months without leave and the Directors shall resolve that the Director's office be vacated;
79.1.6 if a notice in writing is served upon a Director, signed by not less than three-quarters of the Directors for the time being, to the effect that their office as Director shall on receipt (or deemed receipt) of such notice ipso facto be vacated, but so that if a Director holds an appointment to an executive office which thereby automatically determines such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between the Director and the Company; or
79.1.7 in the case of a Director other than the Chairman and any Director holding an executive office, if the Directors shall resolve to require such Director to resign in accordance with Article 79.1.2 above and within 30 days of being given notice of such resolution, such Director shall fail to do so.

80 Removal of Director

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

Meetings and Proceedings of Directors

81 Convening of meetings of Directors

81.1 Subject to the provisions of these Articles the Directors may meet together for the despatch of business, adjourn and otherwise regulate their proceedings as they think fit. At any time any Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retroactive.

81.2 The Directors shall be deemed to meet together if, being in separate locations, they are nonetheless linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other, and a quorum in that event shall be two Directors so linked (or such other number fixed from time to time by the Directors). Such a meeting shall be deemed to take place where the largest group of Directors participating is assembled or, if there is no such group, where the chairman of the meeting then is.

82 Quorum

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

83 Chairman

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

84 Casting vote

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

85 Number of Directors below minimum

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

86 Directors' written resolutions

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

87 Validity of proceedings

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

Directors' Interests

88 Authorisation of Directors' interests

88.1 For the purposes of Section 175 of the Companies Act 2006, the Directors shall have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director under that Section to avoid a situation in which the Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.
88.2 Authorisation of a matter under this Article shall be effective only if:
88.2.1 the matter in question shall have been proposed in writing for consideration at a meeting of the Directors, in accordance with the Board's normal procedures or in such other manner as the Directors may determine;
88.2.2 any requirement as to the quorum at the meeting of the Directors at which the matter is considered is met without counting the Director in question and any other interested Director (together the "Interested Directors"); and
88.2.3 the matter was agreed to without the Interested Directors voting or would have been agreed to if the votes of the Interested Directors had not been counted.
88.3 Any authorisation of a matter under this Article shall extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised.
88.4 Any authorisation of a matter under this Article shall be subject to such conditions or limitations as the Directors may determine, whether at the time such authorisation is given or subsequently. and may be terminated by the Directors at any time. A Director shall comply with any obligations imposed on the Director by the Directors pursuant to any such authorisation.
88.5 A Director shall not, save as otherwise agreed by such Director, be accountable to the Company for any benefit which the Director (or a person connected with the Director) derives from any matter authorised by the Directors under this Article and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.

89 Directors may have interests

89.1 Subject to compliance with Article 89.2, a Director, notwithstanding such Director's office, may have an interest of the following kind:
89.1.1 where a Director (or a person connected with the Director) is a director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in any Relevant Company;
89.1.2 where a Director (or a person connected with the Director) is a party to, or otherwise interested in, any contract, transaction or arrangement with a Relevant Company, or in which the Company is otherwise interested;
89.1.3 where the Director (or a person connected with the Director) acts (or any firm of which the Director is a partner, employee or member acts) in a professional capacity for any Relevant Company (other than as Auditor) whether or not the Director or it is remunerated therefore;
89.1.4 where a Director has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
89.1.5 where a Director has an interest, or a transaction or arrangement giving rise to an interest, of which the Director is not aware;
89.1.6 where a Director is or becomes a director or officer of any other body corporate in which the Company does not have an interest if that cannot be reasonably regarded as likely to give rise to a conflict of interests at the time of the Director's appointment as director or officer of that other body corporate; or
89.1.7 where a Director has any other interest authorised by Ordinary Resolution.

No authorisation under Article 88 shall be necessary in respect of any such interest.

89.2 The Director shall declare the nature and extent of any interest permitted under Article 89.1, and not falling within Article 89.3, at a meeting of the Directors or in the manner set out in Section 184 or 185 of the Companies Act 2006.
89.3 No declaration of an interest shall be required by a Director in relation to an interest:
89.3.1 falling within paragraph 89.1.4 or 89.1.5 of Article 89.1;
89.3.2 if, or to the extent that, the other Directors are already aware of such interest (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware); or
89.3.3 if, or to the extent that, it concerns the terms of the Director's service contract (as defined in Section 227 of the Companies Act 2006) that have been or are to be considered by a meeting of the Directors, or by a committee of Directors appointed for the purpose under these Articles.
89.4 A Director shall not, save as otherwise agreed by the Director, be accountable to the Company for any benefit which the Director (or a person connected with the Director) derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any Relevant Company or for such remuneration, each as referred to in Article 89.1, and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.
89.5 For the purposes of this Article, "Relevant Company" shall mean:
89.5.1 the Company;
89.5.2 a subsidiary undertaking of the Company;
89.5.3 any holding company of the Company or a subsidiary undertaking of any such holding company;
89.5.4 any body corporate promoted by the Company; or
89.5.5 any body corporate in which the Company is otherwise interested.

90 Restrictions on quorum and voting

90.1 Save as provided in this Article, and whether or not the interest is one which is authorised pursuant to Article 88 or permitted under Article 89, a Director shall not be entitled to vote on any resolution in respect of any contract, transaction or arrangement, or any other proposal, in which the Director (or a person connected with the Director) is interested. Any vote of a Director in respect of a matter where the Director is not entitled to vote shall be disregarded.
90.2 A Director shall not be counted in the quorum for a meeting of the Directors in relation to any resolution on which the Director is not entitled to vote.
90.3 Subject to the provisions of the Statutes, a Director shall (in the absence of some other interest than is set out below) be entitled to vote, and be counted in the quorum, in respect of any resolution concerning any contract, transaction or arrangement, or any other proposal:
90.3.1 in which the Director has an interest of which the Director is not aware;
90.3.2 in which the Director has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
90.3.3 in which the Director has an interest only by virtue of interests in shares, debentures or other securities of the Company, or by reason of any other interest in or through the Company;
90.3.4 which involves the giving of any security, guarantee or indemnity to the Director or any other person in respect of (i) money lent or obligations incurred by the Director or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings; or (ii) a debt or other obligation of the Company or any of its subsidiary undertakings for which the Director has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
90.3.5 concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings (i) in which offer the Director is or may be entitled to participate as a holder of securities; or (ii) in the underwriting or sub-underwriting of which the Director is to participate;
90.3.6 concerning any other body corporate in which the Director is interested, directly or indirectly and whether as an officer, shareholder, creditor, employee or otherwise, provided that the Director (together with persons connected with the Director) is not the holder of, or beneficially interested in, one per cent or more of the issued equity share capital of any class of such body corporate or of the voting rights available to members of the relevant body corporate;
90.3.7 relating to an arrangement for the benefit of the employees or former employees of the Company or any of its subsidiary undertakings which does not award the Director any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;
90.3.8 concerning the purchase or maintenance by the Company of insurance for any liability for the benefit of Directors or for the benefit of persons who include Directors;
90.3.9 concerning the giving of indemnities in favour of Directors;
90.3.10 concerning the funding of expenditure by any Director or Directors on (i) defending criminal, civil or regulatory proceedings or actions against the Director or them, (ii) in connection with an application to the court for relief, or (iii) defending them in any regulatory investigations;
90.3.11 the doing anything to enable any Director or Directors to avoid incurring expenditure as described in paragraph 90.3.10; and
90.3.12 in respect of which the Director's interest, or the interest of Directors generally, has been authorised by Ordinary Resolution.
90.4 Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company (or any body corporate in which the Company is interested), the proposals may be divided and considered in relation to each Director separately. In such case, each of the Directors concerned (if not debarred from voting under paragraph 90.3.6 of Article 90.3 or for some other reason) shall be entitled to vote, and be counted in the quorum, in respect of each resolution except that concerning the Director's own appointment or the fixing or variation of the terms thereof.
90.5 If a question arises at any time as to whether any interest of a Director prevents the Director from voting, or being counted in the quorum, under this Article, and such question is not resolved by the Director voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and the chairman's ruling in relation to any Director other than the chairman shall be final and conclusive, except in a case where the nature or extent of the interest of such Director has not been fairly disclosed. If any such question shall arise in respect of the chairman of the meeting, the question shall be decided by resolution of the Directors and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chairman of the meeting (so far as it is known to the chairman) has not been fairly disclosed to the Directors.

91 Confidential information

91.1 Subject to Article 91.2, if a Director, otherwise than by virtue of the Director's position as Director, receives information in respect of which the Director owes a duty of confidentiality to a person other than the Company, the Director shall not be required:
91.1.1 to disclose such information to the Company or to the Directors, or to any Director, officer or employee of the Company; or
91.1.2 otherwise use or apply such confidential information for the purpose of or in connection with the performance of the Director's duties as a Director.
91.2 Where such duty of confidentiality arises out of a situation in which the Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company, Article 91.1 shall apply only if the conflict arises out of a matter which has been authorised under Article 88 above or falls within Article 89 above.
91.3 This Article is without prejudice to any equitable principle or rule of law which may excuse or release the Director from disclosing information, in circumstances where disclosure may otherwise be required under this Article.

92 Directors' interests - general

92.1 For the purposes of Articles 88 to 92:
92.1.1 an interest of a person who is connected with a Director shall be treated as an interest of the Director;
92.1.2 Section 252 of the Companies Act 2006 shall determine whether a person is connected with a Director;
92.1.3 in relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate Director without prejudice to any interest which the alternate Director otherwise has; and
92.1.4 an interest of which a Director has no knowledge and of which it is unreasonable to expect such Director to have knowledge shall not be treated as an interest of theirs.
92.2 Where a Director has an interest which can reasonably be regarded as likely to give rise to a conflict of interest, the Director may, and shall if so requested by the Directors take such additional steps as may be necessary or desirable for the purpose of managing such conflict of interest, including compliance with any procedures laid down from time to time by the Directors for the purpose of managing conflicts of interest generally and/or any specific procedures approved by the Directors for the purpose of or in connection with the situation or matter in question, including without limitation:
92.2.1 absenting himself or herself from any meetings of the Directors at which the relevant situation or matter falls to be considered; and
92.2.2 not reviewing documents or information made available to the Directors generally in relation to such situation or matter and/or arranging for such documents or information to be reviewed by a professional adviser to ascertain the extent to which it might be appropriate for the Director concerned to have access to such documents or information.

92.3 The Company may by Ordinary Resolution ratify any contract, transaction or arrangement, or other proposal, not properly authorised by reason of a contravention of any provisions of Articles 88 to 92.

Committees of the Directors

93 Appointment and constitution of committees

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

94 Proceedings of committee meetings

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

Powers of Directors

95 General powers

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

96 Provision for employees on cessation or transfer of business

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

97 Local boards

The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate, and may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

98 Appointment of attorney

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

99 President

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

100 Signature on cheques etc.

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

101 Borrowing Powers

101.1 Subject to these Articles and to the provisions of the Statutes, the Directors may exercise all the powers of the Company to:
101.1.1 borrow money;
101.1.2 mortgage or charge all or any part or parts of its undertaking, property and uncalled capital; and
101.1.3 issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

Alternate Directors

102 Alternate Directors

102.1 Any Director may at any time by writing under the Director's hand and deposited at the Office, or delivered at a meeting of the Directors, appoint any person (including another Director) to be the Director's alternate Director and may in like manner at any time terminate such appointment. Such appointment, unless previously approved by the Directors or unless the appointee is another Director, shall have effect only upon and subject to being so approved.
102.2 The appointment of an alternate Director shall determine on the happening of any event which if the alternate were a Director would cause such alternate to vacate such office or if the alternate's appointor ceases to be a Director, otherwise than by retirement at a General Meeting at which the appointor is re-elected.
102.3 An alternate Director shall be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing the alternate is not personally present and generally at such meeting to perform all functions of the appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if the alternate (instead of the appointor) were a Director. If the alternate is also a Director or shall attend any such meeting as an alternate for more than one Director, the alternate's voting rights shall be cumulative but the alternate shall not be counted more than once for the purposes of the quorum. If the alternate's appointor is for the time being temporarily unable to act through ill health or disability an alternate's signature to any resolution in writing of the Directors shall be as effective as the signature of the appointor. To such extent as the Directors may from time to time determine in relation to any committees of the Directors the foregoing provisions of this Article shall also apply mutatis mutandis to any meeting of any such committee of which the appointor of an alternate Director is a member. An alternate Director shall not (save as aforesaid) have power to act as a Director, nor shall the alternate be deemed to be a Director for the purposes of these Articles, nor shall the alternate be deemed to be the agent of the appointor.
102.4 An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to

be indemnified to the same extent mutatis mutandis as if the alternate were a Director but the alternate shall not be entitled to receive from the Company in respect of the alternate's appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to the alternate's appointor as such appointor may by notice in writing to the Company from time to time direct.

Secretary

103 Secretary

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

The Seal

104 The Seal

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

104.4.1 one Director and the Secretary; or

104.4.2 two Directors;

104.4.3 a Director in the presence of a witness who attests the signature

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

Authentication of Documents

105 Authentication of documents

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

Dividends

106 Final dividends

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

107 Fixed and interim dividends

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

108 Distribution in specie

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

109 No dividend except out of profits

No dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes.

110 Ranking of shares for dividend

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

111 Manner of payment of dividends

111.1 Any dividend or other moneys payable on or in respect of a share shall be paid to the member, if the share is held by more than one person to whichever of the joint holders' names appears first in the Register, if the member is no longer entitled to the share to the person(s) entitled to it or to such other person as the member (or, in the case of joint holders of a share, all of them) may in writing direct (such person being the "payee" for the purpose of this Article). Such dividend or other moneys may be paid (i) by cheque sent by post to the payee or, where there is more than one payee, to any one of them, or (ii) by inter-bank transfer to such account as the payee or payees shall in writing direct, or (iii) (if so authorised by the holder of shares in uncertificated form) using the facilities of a relevant system (subject to the facilities and requirements of the relevant system), or (iv) by such other method of payment as the payee(s) and the Directors may agree to. Every such cheque shall be sent at the risk of the person or persons entitled to the money represented thereby, and payment of a cheque by the banker upon whom it is drawn, and any transfer or payment within (ii), (iii) or (iv) above, shall be a good discharge to the Company.
111.2 Subject to the provisions of these Articles and to the rights attaching to any shares, any dividend or other moneys payable on or in respect of a share may be paid in such currency as the Directors may determine, using such exchange rate for currency conversions as the Directors may select.
111.3 The Company may cease to send any cheque or other means of payment by post for any dividend on any shares which is normally paid in that manner if in respect of at least two consecutive dividends payable on those shares the cheque or other means of payment has been returned undelivered or remains uncashed but, subject to the provisions of these Articles, shall recommence sending cheques or other means of payment in respect of the dividends payable on those shares if the holder or person entitled by transmission claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.

112 Joint holders

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

113 Record date for dividends

Any resolution for the declaration or payment of a dividend on shares of any class, whether a resolution of the Company in General Meeting or a resolution of the Directors, may specify that the same shall be payable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and if not so specified on the date of such resolution of the Company in General Meeting or of the Directors (as applicable), and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

114 No interest on dividends

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

115 Retention of dividends

115.1 The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the moneys payable to the Company in respect of that share.
115.2 The Directors may retain the dividends payable upon shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a member, or which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

116 Unclaimed dividend

All dividends, interest and other sums payable which are unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until such time as they are claimed. The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof and any dividend unclaimed after a period of 6 years from the date on which such dividend was declared or became due for payment shall be forfeited and shall revert to the Company.

117 Waiver of dividend

The waiver in whole or in part of any dividend on any share shall be effective only if such waiver is in writing (whether or not executed as a deed) signed or authenticated in accordance with Article 130 by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

Capitalisation of Profits and Reserves

118 Capitalisation of profits and reserves

118.1 The Directors may, with the sanction of an Ordinary Resolution of the Company, capitalise any sum standing to the credit of any of the Company's reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of profit and loss account that is not required for the payment of any preferential dividend.
118.2 Such capitalisation shall be effected by appropriating such sum to the holders of Ordinary Shares on the Register at the close of business on the date of the resolution (or such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of Ordinary Shares and applying such sum on their behalf in paying up in full new Ordinary Shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, new shares of any other class) for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid. For the purposes of this Article 118.2, unless the Ordinary Resolution passed in accordance with Article 118.1 provides otherwise, if the Company holds treasury shares on the date determined in accordance with this Article 118.2, it shall be treated as a member entitled to such capitalised sum and all Ordinary Shares held by it as treasury shares shall be included in determining the proportions in which the capitalised sum is set aside.
118.3 The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

Scrip Dividends

119 Scrip Dividends

119.1 Subject as hereinafter provided, the Directors may offer to holders of Ordinary Shares the right to receive, in lieu of dividend (or part thereof), an allotment of new Ordinary Shares credited as fully paid.

119.2 The Directors shall not allot such scrip shares unless so authorised by an Ordinary Resolution passed at any General Meeting, which authority may extend to dividends declared or paid prior to the third Annual General Meeting following the date of the Ordinary Resolution, but no further.
119.3 The Directors may either offer such rights of election in respect of the next dividend (or part thereof) proposed to be paid; or may offer such rights of election in respect of that dividend and all subsequent dividends, until such time as the election is revoked or the authority given pursuant to Article 119.2 expires without being renewed (whichever is earlier); or may allow shareholders to make an election in either form.
119.4 The basis of allotment on each occasion shall be determined by the Directors so that, as nearly as may be considered convenient, the value of the Ordinary Shares to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the value of an Ordinary Share shall be the average of the middle market quotations of an Ordinary Share on the London Stock Exchange, as derived from the Daily Official List, on each of the first five business days on which the Ordinary Shares are quoted "ex" the relevant dividend.
119.5 If the Directors determine to offer such right of election on any occasion they shall give notice in writing to the holders of Ordinary Shares of such right and shall issue forms of election and shall specify the procedures to be followed in order to exercise such right provided that they need not give such notice to a shareholder who has previously made, and has not revoked, an earlier election to receive Ordinary Shares in lieu of all dividends to be paid during the time period stipulated in Article 119.2, but instead shall send such shareholder a reminder of such an election, indicating how that election may be revoked in time for the next dividend proposed to be paid.
119.6 On each occasion the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on Ordinary Shares in respect whereof the share election has been duly exercised and has not been revoked (the "elected Ordinary Shares"), and in lieu thereof additional shares (but not any fraction of a share) shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined as aforesaid. For such purpose the Directors shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve) or profit and loss account as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that occasion on such basis and shall apply the same in paying up in full the appropriate number of new Ordinary Shares for allotment and distribution to and amongst the holders of the elected Ordinary Shares on such basis.
119.7 The additional Ordinary Shares so allotted on any occasion shall rank pari passu in all respects with the fully-paid Ordinary Shares in issue on the record date for the relevant dividend save only as regards participation in the relevant dividend.
119.8 Article 119 shall apply (mutatis mutandis) to any capitalisation made pursuant to Article 118.
119.9 No fraction of an Ordinary Share shall be allotted. The Directors may make such provision as they think fit for any fractional entitlements including, without

limitation, provision whereby, in whole or in part, the benefit thereof accrues to the Company and/or fractional entitlements are accrued and/or retained and in either case accumulated on behalf of any holder of Ordinary Shares.

119.10 The Directors may on any occasion determine that rights of election shall not be made available to any holders of Ordinary Shares with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of rights of election would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.
119.11 In relation to any particular proposed dividend the Directors may in their absolute discretion decide (i) that shareholders shall not be entitled to make any election in respect thereof and that any election previously made shall not extend to such dividend or (ii) at any time prior to the allotment of the Ordinary Shares which would otherwise be allotted in lieu thereof, that all elections to take shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

Accounts

120 Accounting records

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

121 Copies of accounts for members

121.1 Subject as provided in Article 121.2 a copy of the Company's annual accounts and report which are to be laid before a General Meeting of the Company (including every document required by law to be comprised therein or attached or annexed thereto) shall not less than 21 days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of General Meetings from the Company under the provisions of the Statutes or of these Articles.
121.2 Article 121.1 shall not require a copy of these documents to be sent to more than one of joint holders nor to any person of whose postal address the Company is not aware, but any member or holder of debentures to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.

Auditors

122 Validity of Auditor's acts

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

123 Auditor's right to attend General Meetings

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

Communications with members

124 Service of notices

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

125 Joint holders

125.1 Anything which needs to be agreed or specified by the joint holders of a share shall for all purposes be taken to be agreed or specified by all the joint holders where it has been agreed or specified by the joint holder whose name stands first in the Register in respect of the share.
125.2 If more than one joint holder gives instructions or notifications to the Company pursuant to these Articles then, save where these Articles specifically provide otherwise, the Company shall only recognise the instructions or notifications of whichever of the joint holders' names appears first in the Register.
125.3 Any notice, document or information which is authorised or required to be sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose name stands first in the Register in respect of the share, to the exclusion of the other joint holders. For such purpose, a joint holder having no registered address in the United Kingdom and not having supplied an address within the United Kingdom for the service of notices may, subject to the Statutes, be disregarded.
125.4 The provisions of this Article shall have effect in place of the Company Communications Provisions regarding joint holders of shares.

126 Deceased and bankrupt members

126.1 A person who claims to be entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall supply to the Company:
126.1.1 such evidence as the Directors may reasonably require to show such person's title to the share, and
126.1.2 an address at which notices may be sent or supplied to such person,

whereupon such person shall be entitled to have sent or supplied to such address any notice, document or information to which the said member would have been entitled. Any notice, document or information so sent or supplied shall for all purposes be deemed to be duly sent or supplied to all persons interested (whether jointly with or as claiming through or under such person) in the share. Such person shall also be entitled to give instructions or notifications to the Company pursuant to these Articles in relation to the relevant shares and the Company may treat such instruction or notification as duly given by all persons interested (whether jointly with or as claiming through or under such person) in the share.

126.2 Save as provided by Article 126.1, any notice, document or information sent or supplied to the address of any member in pursuance of these Articles shall, notwithstanding that such member be then dead or bankrupt or in liquidation, and whether or not the Company has notice of such member's death or bankruptcy or liquidation, be deemed to have been duly sent or supplied in respect of any share registered in the name of such member as sole or first-named joint holder.

126.3 The provisions of this Article shall have effect in place of the Company Communications Provisions regarding the death or bankruptcy of a holder of shares in the Company.

127 Overseas members

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

128 Undelivered notices

If, on three consecutive occasions, a notice to a member has been returned undelivered or the Company receives notice that it is undelivered, such member shall not thereafter be entitled to receive notices from the Company until he or she shall have communicated with the Company and supplied in writing to the Office a new postal address within the United Kingdom for the service of notices or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices in electronic form. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agents) and a notice sent by electronic communication shall be treated as returned undelivered if the Company (or its agents) receive(s) notification that the notice was not delivered to the address to which it was sent.

129 Suspension of postal services

If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable to give notice by post in hard copy form of a shareholders' meeting, the Company needs to give notice of such meeting only to holders with whom the Company can communicate by electronic means and who have provided the Company with an address for this purpose. The Company must also publish the notice in at least one national newspaper and make such notice available on its website from the date of such publication until the conclusion of the meeting or any adjournment thereof. If it becomes generally possible to send or supply notices by post in hard copy form at least six clear days before the meeting, the Company will send or supply a copy of the notice by post to those who would otherwise receive it in hard copy form by way of confirmation.

130 Signature or authentication of documents sent by electronic means

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

131 Statutory provisions as to notices

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

Winding Up

132 Directors' power to petition

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

133 Distribution of assets in specie

If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a special resolution and any other sanction required by the Companies Act 2006 or the Insolvency Act 1986 (as amended) or the rights of any other class of shares, divide among the members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as the Liquidator deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. Any such division shall be in accordance with the existing rights of the members. The Liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the Liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

Destruction of Documents

134 Destruction of Documents

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

Directors' liabilities

135 Indemnity

135.1 Subject to the provisions of, and so far as may be permitted by and consistent with, the Statutes and rules made by the Financial Conduct Authority, every Director and officer of the Company and of each of the Associated Companies of the Company may be indemnified by the Company out of its own funds against:
135.1.1 any liability incurred by or attaching to such person in connection with any negligence, default, breach of duty or breach of trust by such person in relation to the Company or any Associated Company of the Company other than:
- (i) any liability to the Company or any Associated Company; and
- (ii) any liability of the kind referred to in Section 234(3) of the Companies Act 2006; and
135.1.2 any other liability incurred by or attaching to such person in the actual or purported execution and/or discharge of his or her duties and/or the exercise or purported exercise of his or her powers and/or otherwise in relation to or in connection with his or her duties, powers or office.
135.2 Subject to the Companies Acts and rules made by the Financial Conduct Authority the Company may indemnify a Director of the Company and any Associated Company of the Company if it is the trustee of an occupational pension scheme (within the meaning of Section 235(6) of the Companies Act 2006).
135.3 Where a Director or officer is indemnified against any liability in accordance with this Article 135, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by such person in relation thereto.

136 Insurance

136.1 Without prejudice to Article 135 above, the Directors shall have power to purchase and maintain insurance for or for the benefit of (i) any person who is or was at any time a Director or officer of any Relevant Company (as defined in Article 136.2 below), or (ii) any person who is or was at any time a trustee of any pension fund or employees' share scheme in which employees of any Relevant Company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by or attaching to such person in respect of any act or omission in the actual or purported execution and/or discharge of his or her duties and/or in the exercise or purported exercise of his or her powers and/or otherwise in relation to his or her duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees' share scheme (and all costs, charges, losses, expenses and liabilities incurred by such person in relation thereto).
136.2 For the purpose of Article 136.1 above "Relevant Company" shall mean the Company, any holding company of the Company or any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company, or any subsidiary undertaking of the Company or of such other body.

137 Defence expenditure

137.1 Subject to the provisions of and so far as may be permitted by the Statutes and rules made by the Financial Conduct Authority, the Company:
137.1.1 may provide a Director or officer of the Company or any Associated Company of the Company with funds to meet expenditure incurred or to be incurred by him or her in defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by him or her in relation to the Company or an Associated Company of the Company or in connection with any application for relief under the provisions mentioned in Section 205(5) of the Companies Act 2006; and
137.1.2 may do anything to enable any such Director or officer to avoid incurring such expenditure.
137.2 The terms set out in Section 205(2) of the Companies Act 2006 shall apply to any provision of funds or other things done under Article 137.1.
137.3 Subject to the provisions of and so far as may be permitted by the Statutes and rules made by the Financial Conduct Authority, the Company:
137.3.1 may provide a Director or officer of the Company or any Associated Company of the Company with funds to meet expenditure incurred or to be incurred by him or her in defending himself or herself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him or her in relation to the Company or any Associated Company of the Company; and
137.3.2 may do anything to enable any such Director or officer to avoid incurring such expenditure.

	Preliminary 1
1	Default Articles not to apply 1
2	Interpretation 1
3	Liability of members 3
4	Sterling Deferred Shares 4
5	Fractions arising on consolidation or subdivision 4
	Shares 5
6	Shares and special rights 5
7	Commissions on issue of shares 5
8	Renunciation of allotment 5
9	Trust etc. interests not recognised 6
	Share Certificates 6
10	Issue of share certificates 6
11	Form of share certificate 6
12	Joint holders 7
13	Replacement of share certificates 7
	Calls on Shares 7

14	Power to make calls 7

15	Liability for calls 7
16	Interest on overdue amounts 8
17	Other sums due on shares 8
18	Power to differentiate between holders 8
19	Payment of calls in advance 8
	Forfeiture and Lien 8
20	Notice on failure to pay a call 8
21	Forfeiture for non-compliance 9
22	Disposal of forfeited shares 9
23	Holder to remain liable despite forfeiture 9
24	Lien on partly-paid shares 9
25	Sale of shares subject to lien 9
26	Proceeds of sale of shares subject to lien 10
27	Evidence of forfeiture 10
	Variation of Rights 10
28	Manner of variation of rights 10
29	Matters not constituting variation of rights 11
	Transfer of Shares11
30	Form of transfer11
31	Balance certificate 12

32	Right to refuse registration 12
33	No fee on registration 12
34	Branch Register 12
35	Further provisions on shares in uncertificated form 12
	Transmission of Shares 13
36	Persons entitled on death 13
37	Election by persons entitled by transmission 14
38	Rights of persons entitled by transmission 14
	Untraced Shareholders 14
39	Untraced Shareholders 14
	General Meetings 15
40	General Meetings 15
41	Form of General Meetings 15
	Notice of General Meetings 17
42	Notice of General Meetings 17
43	Contents of notice of General Meetings 18
	Proceedings at General Meetings 19
44	Chairman 19
45	Quorum 19
46	Lack of quorum 20

47	Adjournment 20
48	Notice of adjourned meeting 20
49	Amendments to resolutions 20
50	Attendance at General Meetings 21
	Polls 21
51	Demand for poll 21
52	Procedure on a poll 22
53	Voting on a poll 22
54	Timing of poll 22
	Votes of Members 22
55	Votes attaching to shares 22
56	Votes of joint holders 23
57	Restriction on voting in particular circumstances 23
58	Validity and result of vote 25
	Proxies and Corporate Representatives 25
59	Appointment of proxies 25
60	Multiple Proxies 25
61	Form of proxy 25
62	Deposit of form of proxy 26
63	Rights of proxy 27

64	Termination of proxy's authority 27
65	Corporations acting by representatives 27
	Directors 28
66	Number of Directors 28
67	Share qualification 28
68	Directors' fees 28
69	Other remuneration of Directors 28
70	Directors' expenses 28
71	Directors' pensions and other benefits 29
72	Appointment of executive Directors and Chairman 29
73	Powers of executive Directors 29
	Appointment and Retirement of Directors 29
74	Retirement at Annual General Meetings 29
75	Re-election of retiring Director 30
76	Election of two or more Directors 30
77	Nomination of Director for election 30
78	Election or appointment of additional Director 30
79	Vacation of office 31
80	Removal of Director 31
	Meetings and Proceedings of Directors 31

81	Convening of meetings of Directors 31
82	Quorum 32
83	Chairman 32
84	Casting vote 32
85	Number of Directors below minimum 32
86	Directors' written resolutions 33
87	Validity of proceedings 33
	Directors' Interests 33
88	Authorisation of Directors' interests 33
89	Directors may have interests 34
90	Restrictions on quorum and voting 35
91	Confidential information 37
92	Directors' interests - general 37
	Committees of the Directors 38
93	Appointment and constitution of committees 38
94	Proceedings of committee meetings 38
	Powers of Directors 38
95	General powers 38
96	Provision for employees on cessation or transfer of business 39
97	Local boards 39

98	Appointment of attorney 39
99	President 39
100	Signature on cheques etc. 39
101	Borrowing Powers 40
	Alternate Directors 40
102	Alternate Directors 40
	Secretary 41
103	Secretary 41
	The Seal 41
104	The Seal 41
	Authentication of Documents 42
105	Authentication of documents 42
	Dividends 42
106	Final dividends 42
107	Fixed and interim dividends 42
108	Distribution in specie 42
109	No dividend except out of profits 43
110	Ranking of shares for dividend 43
111	Manner of payment of dividends 43
112	Joint holders 44

113	Record date for dividends 44
114	No interest on dividends 44
115	Retention of dividends 44
116	Unclaimed dividend 44
117	Waiver of dividend 44
	Capitalisation of Profits and Reserves 45
118	Capitalisation of profits and reserves 45
	Scrip Dividends 45
119	Scrip Dividends 45
	Accounts 47
120	Accounting records 47
121	Copies of accounts for members 47
	Auditors 48
122	Validity of Auditor's acts 48
123	Auditor's right to attend General Meetings 48
	Communications with members 48
124	Service of notices 48
125	Joint holders 49
126	Deceased and bankrupt members 49
127	Overseas members 50

128	Undelivered notices 50
129	Suspension of postal services 50
130	Signature or authentication of documents sent by electronic means 50
131	Statutory provisions as to notices 51
	Winding Up 51
132	Directors' power to petition 51
133	Distribution of assets in specie 51
	Destruction of Documents 51
134	Destruction of Documents 51
	Directors' liabilities 52
135	Indemnity 52
136	Insurance 53
137	Defence expenditure 53