No 02122142

THE COMPANIES ACTS 1985, 1989 AND 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

HARGREAVES LANSDOWN PLC (the "Company")

(As adopted by Special Resolution passed on October 2014)

Clause	Heading	Page
l	MODEL ARTICLES AND TABLE A NOT TO APPLY	l
2	INTERPRETATION	l
3	LIABILITY OF MEMBERS	5
র্ব	ALLOTMENT	5
ഗ	UNCERTIFICATED SHARES	7
ર્ભ	REDEEMABLE SHARES	10
7	POWER TO ATTACH RIGHTS	10
8	SHARE WARRANTS TO BEARER	11
ರಿ.	COMMISSION AND BROKERAGE	11
10	TRUSTS NOT TO BE RECOGNISED	12
11	RIGHT TO CERTIFICATES	12
12	REPLACEMENT CERTIFICATES	13
13	LIEN ON SHARES NOT FULLY PAID	13
14	ENFORCEMENT OF LIEN BY SALE	। ਤੇ
l 5	APPLICATION OF PROCEEDS OF SALE	4
16	CALLS	14
17	LIABILITY OF JOINT HOLDERS	ો રે
18	INTEREST ON CALLS	ા રે
19	RIGHTS OF MEMBER WHEN CALL UNPAID	ોર
20	SUMS DUE ON ALLOTMENT TREATED AS CALLS	16
21	POWER TO DIFFERENTIATE	। ୧

।

22	PAYMENT IN ADVANCE OF CALLS	16

23	DELEGATION OF POWER TO MAKE CALLS	16
24	NOTICE IF CALL NOT PAID	17
25	FORFEITURE FOR NON-COMPLIANCE	17
26	NOTICE AFTER FORFEITURE	17
27	FORFEITURE MAY BE ANNULLED	17
28	SURRENDER	18
29	DISPOSAL OF FORFEITED SHARES	18
30	EFFECT OF FORFEITURE	18
31	EXTINCTION OF CLAIMS	18
32	EVIDENCE OF FORFEITURE	l d
33	FORM OF TRANSFER	l d
শ	RIGHT TO REFUSE REGISTRATION	20
ડી રાજ્યના	NOTICE OF REFUSAL	20
36	FEES ON REGISTRATION	21
37	OTHER POWERS IN RELATION TO TRANSFERS	21
38	ON DEATH	2
39	ELECTION OF PERSON ENTITLED BY TRANSMISSION	21
40	RIGHTS ON TRANSMISSION	22
4	DESTRUCTION OF DOCUMENTS	22
42	FRACTIONS	23
43	SANCTION TO VARIATION	24
44	CLASS MEETINGS	ટે રે

45	DEEMED VARIATION	ટર
46	ANNUAL GENERAL MEETINGS	26
47	GENERAL MEETINGS	26
48	CONVENING OF GENERAL MEETINGS	26
49	NOTICE OF ANNUAL GENERAL MEETINGS AND GENERAL MEETINGS	26
રે)	OMISSION TO SEND NOTICE	28
રી	QUORUM	28
52	IF QUORUM NOT PRESENT	28
ਦੇ ਤੋ	CHAIRMAN	29
રવ	DIRECTORS AND OTHER PERSONS MAY ATTEND AND SPEAK	29
રે રે	POWER TO ADJOURN	29
રેણ	NOTICE OF ADJOURNED MEETING	29
57	BUSINESS OF ADJOURNED MEETING	30
રે જે	ACCOMMODATION OF MEMBERS AND SECURITY ARRANGEMENTS	30
રેતે	METHOD OF VOTING	31
60	CHAIRMAN'S DECLARATION CONCLUSIVE ON SHOW OF HANDS	32
61	OBJECTION TO ERROR IN VOTING	32
62	AMENDMENT TO RESOLUTIONS	32
63	PROCEDURE ON A POLL	33
64	VOTES OF MEMBERS, PROXIES AND OF JOINT HOLDERS	34
65	VOTING BY PROXY	35
66	FORM OF PROXY	3 રે
6/	RECEIPT OF PROXY	36

68	UNCERTIFICATED PROXY INSTRUCTION	37
રેજે	MORE THAN ONE PROXY MAY BE APPOINTED	37
70	BOARD MAY SUPPLY PROXY CARDS	38
71	REVOCATION OF PROXY	38
72	CORPORATE REPRESENTATIVE	38
73	FAILURE TO DISCLOSE INTERESTS IN SHARES	39
74	POWER OF SALE	42
75	APPLICATION OF PROCEEDS OF SALE	43
76	APPOINTMENT OF PRESIDENT	43
77	DUTIES OF PRESIDENT	ব
78	NUMBER OF DIRECTORS	44
79	POWER OF COMPANY TO APPOINT DIRECTORS	44
80	POWER OF BOARD TO APPOINT DIRECTORS	44
81	APPOINTMENT OF EXECUTIVE DIRECTORS	44
82	ELIGIBILITY OF NEW DIRECTORS	45
83	SHARE QUALIFICATION	વર્ષને વિત્તર તાલુકામાં આવેલું એક ગામના લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગામમાં મુખ્યત્વે ખેત-ઉ
84	RESOLUTION FOR APPOINTMENT	45
8 રે	ANNUAL RETIREMENT OF DIRECTORS	વર્ષને તે તે તે તે પ્
86	POSITION OF RETIRING DIRECTORS	46
87	RE-ELECTION OF RETIRING DIRECTORS	46
88	REMOVAL BY ORDINARY RESOLUTION	47
89	VACATION OF OFFICE BY DIRECTOR	47
90	RESOLUTION AS TO VACANCY CONCLUSIVE	48

91	APPOINTMENTS	48
92	PARTICIPATION IN BOARD MEETINGS	49
93	ALTERNATE DIRECTOR RESPONSIBLE FOR OWN ACTS	49
ਹੈ।	INTERESTS OF ALTERNATE DIRECTOR	49
વેર	REVOCATION OF APPOINTMENT	49
તે ઉર્	REMUNERATION OF NON-EXECUTIVE DIRECTORS	50
97	EXPENSES	50
98	ADDITIONAL REMUNERATION	રી
99	REMUNERATION OF EXECUTIVE DIRECTORS	50
100	PENSIONS AND OTHER BENEFITS	રો
101	POWERS OF THE BOARD	રી
102	POWERS OF DIRECTORS BEING LESS THAN MINIMUM NUMBER	52
103	POWERS OF EXECUTIVE DIRECTORS	52
104	DELEGATION TO COMMITTEES	52
105	LOCAL MANAGEMENT	રે કે
106	POWER OF ATTORNEY	રે 3
107	ASSOCIATE DIRECTORS	54
108	EXERCISE OF VOTING POWER	54
1 09	PROVISION FOR EMPLOYEES	54
110	OVERSEAS REGISTERS	54
1	BORROWING POWERS	54
112	CHANGE OF NAME	રેરે
113	BOARD MEETINGS	રેરે

114	NOTICE OF BOARD MEETINGS	રેરે
। ।	QUORUM	રે રે
116	CHAIRMAN OF BOARD	રે રે
117	VOTING	રેણ
118	PARTICIPATION BY TELEPHONE OR VIDEO CONFERENCE	રેણ
।	RESOLUTION IN WRITING	57
120	PROCEEDINGS OF COMMITTEES	57
121	MINUTES OF PROCEEDINGS	57
122	VALIDITY OF PROCEEDINGS	રે જે
123	DIRECTORS' INTERESTS OTHER THAN IN RELATION TO TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY	28
124	DECLARATION OF INTERESTS OTHER THAN IN RELATION TO TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY	60
125	DECLARATION OF INTERESTS IN A PROPOSED TRANSACTION OR ARRANGEMENT WITH THE COMPANY	60
126	DECLARATION OF INTEREST IN AN EXISTING TRANSACTION OR ARRANGEMENT WITH THE COMPANY	60
127	PROVISIONS APPLICABLE TO DECLARATIONS OF INTEREST	60
128	DIRECTORS' INTERESTS AND VOTING	61
129	POWER TO AUTHENTICATE DOCUMENTS	65
130	SAFE CUSTODY	રે રે
131	APPLICATION OF SEALS	65
132	THE SECRETARY	66
133	DECLARATION OF DIVIDENDS	66

134	INTERIM DIVIDENDS	67
। उन्हे	ENTITLEMENT TO DIVIDENDS	67
ાં ૩૨	CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS	67
137	DISTRIBUTION IN SPECIE	67
138	DIVIDENDS NOT TO BEAR INTEREST	୧୫
139	METHOD OF PAYMENT	68
140	UNCASHED DIVIDENDS	રેજે
141	UNCLAIMED DIVIDENDS	ਉਹ
142	PAYMENT OF SCRIP DIVIDENDS	69
143	RESERVES	72
144	CAPITALISATION OF RESERVES	72
। વેર	RECORD DATES	74
146	INSPECTION OF RECORDS	74
147	ACCOUNTS TO BE SENT TO MEMBERS	75
148	SUMMARY FINANCIAL STATEMENTS	75
149	ACCOUNTS AND SUMMARY FINANCIAL STATEMENTS	75
ા ૨૦	NOTICES	75
ારો રો	SERVICE OF NOTICES	76
	152	78
ો રેઝ	EVIDENCE OF SERVICE	78
ાં રેવ	NOTICE BINDING ON TRANSFEREES .	79
ો રેર	NOTICE BY ADVERTISEMENT	80
	156 SUSPENSION OF POSTAL SERVICES	80

157 RIGHT TO INDEMNITY	80
158 INSURANCE	81
159 FUNDS TO MEET EXPENDITURE	82
160 SIGNATURE OF DOCUMENTS	82

PRELIMINARY

1 MODEL ARTICLES AND TABLE A NOT TO APPLY

I 1 - The regulations contained in the Model Articles of Association applicable to the Company under or pursuant to CA 2006, or in Table A in the Schedule to The Companies (Tables A to F) Regulations 1985 and in any Table A applicable to the Company under any former enactment relating to companies shall not apply to the Company except in so far as they are repeated or contained in these Articles

2 INTERPRETATION

2 1 - In these Articles, unless the context otherwise requires, the following expressions have the following meanings

"address" includes any number or address used for the purposes of sending or receiving documents and/or information by electronic means,

"AIM" means the AIM market of the London Stock Exchange,

"these Articles" means these Articles of Association as originally adopted or altered or varied from time to time (and "Article" means one of these Articles),

"Auditors" means the auditors for the time being of the Company or, in the case of 10int auditors, any one of them,

"authenticated" means (subject to section 1146 CA 2006) authenticated in such manner as the Board may in its absolute discretion determine,

"Board" means the board of Directors for the time being of the Company or the Directors present or deemed to be present at a duly convened meeting of Directors at which a quorum is present,

"CA 1985" means, subject to paragraph 2 4 of this Article, the Companies Act 1985 (to the extent in force),

"CA 1989" means, subject to paragraph 2 4 of this Article, the Companies Act 1989 (to the extent in force),

"CA 2006" means, subject to paragraph 2 4 of this Article, the Companies Act 2006 (to the extent in force),

"cash memorandum account" means an account so designated by the operator of the relevant system,

"certificated share" means a share which is not an uncertificated share and references to a share being held "in certificated form" shall be construed accordingly,

"Chairman" means the chairman (if any) for the time being of the Board or, where the context requires, the chairman of an annual general meeting or a general meeting of the Company,

"clear days" means (in relation to the period of a notice) that period, excluding the day on which the notice is given or deemed to be given and the day for which it is given or on which it is to take effect,

"Companies Acts" means the CA 1985, the CA 1989, the CA 2006 and, where the context requires, every other statute from time to time in force concerning companies and affecting the Company (including, without limitation, the Regulations),

"Custodian" means a custodian or other person (or a nominee for such custodian or other person) appointed under contractual arrangements with the Company or other arrangements approved by the Board whereby such custodian or other person or nominee holds or is interested in shares of the Company or rights or interests in shares of the Company and issues securities or other documents of title or otherwise evidencing the entitlement of the holder thereof to or to receive such shares, rights or interests, provided and to the extent that such arrangements have been approved by the Board for the purpose of these Articles, and shall include, where approved by the Board, the trustees (acting in their capacity as such) of any employees' share scheme established by the Company or any other scheme or arrangement principally for the benefit of employees or those in the service of the Company and/or its subsidiaries or their respective businesses and the managers (acting in their capacity as such) of any investment or savings plan, which in each case the Board has approved,

"Director" means a director for the time being of the Company,

"electronic copy", "electronic form" and "electronic means" have the same meanings given to them by section 1168 CA 2006,

"execution" means any mode of execution including execution under hand or under seal (and "executed" shall be construed accordingly),

"hard copy" and "hard copy form" have the same meanings given to them by section 1168 CA 2006.

"holder" means (in relation to any share) the member whose name is entered in the Register as the holder or, where the context permits, the members whose names are entered in the Register as the joint holders, of that share (but to the extent that these Articles would otherwise conflict with applicable legislation, not including the Company itself in relation to any shares held as treasury shares),

"London Stock Exchange" means London Stock Exchange plc or other principal stock exchange in the United Kingdom for the time being,

"member" means a member of the Company (but to the extent that these Articles would otherwise conflict with applicable legislation, not including the Company itself in relation to any shares held as treasury shares) or, where the context requires, a member of the Board or of any committee of the Board,

"Office" means the registered office for the time being of the Company,

"Operator" has the meaning given to it in the Regulations,

"paid up" means paid up or credited as paid up,

"PLUS" means the PLUS market operated by PLUS Markets plc,

"properly authenticated dematerialised instruction" shall have the meaning given in the Regulations,

"recognised person" means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange which is designated as mentioned in section 778 CA 2006,

"Register" means the register of members of the Company to be kept pursuant to section 133 CA 2006 or, as the case may be, any overseas branch register kept pursuant to Artıcle 118,

"Regulations" means The Uncertificated Securities Regulations 2001 (SI 2001 No 3755) including any modification thereof and rules made thereunder or any regulations in substitution therefor made under sections 783, 784(3), 785 and 788 CA 2006 for the time being in force,

"relevant system" has the meaning given to it in the Regulations,

"Rules" means all applicable rules of the UK Listing Authority,

"Seal" means the common seal of the Company or any official or securities seal that the Company may be permitted to have under the Companies Acts,

"Secretary" means the secretary for the time being of the Company or any other person appointed from time to time to perform any of the duties of the secretary of the Company including (subject to the provisions of the Companies Acts) a joint, temporary, assistant or deputy secretary,

"share" means a share in the capital of the Company,

"uncertificated shares" or "participating security" means a share which is recorded in the Register as being in uncertificated form and title to which may be transferred by means of a relevant system and references to a share being held "in uncertificated form" shall be construed accordingly,

"UK Listing Authority" means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000,

"United Kingdom" means Great Britain and Northern Ireland, and

"writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in hard copy form, in electronic form or otherwise and "written" shall be construed accordingly

2 2 References to a document or information being sent, supplied, delivered or given to or by a person mean such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and references to sending, supplying, delivering and giving shall be construed accordingly

Unless the context otherwise requires 23

(a) words in the singular include the plural, and vice versa,
(b) words importing the masculine gender include the feminine gender, and
(c) a reference to a person includes a body corporate and an unincorporated body of persons
2 4 or other subordinate legislation made under it and shall, unless the context otherwise requires, include any statutory modification or re-enactment of it from time to time
2 5 Save as aforesaid, and unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Companies Acts
2 6 The headings are inserted for convenience only and shall not affect the construction of these Articles

3 LIABILITY OF MEMBERS

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

4 ALLOTMENT

4 1 Subject to the provisions of the Companies Acts relating to authority, pre-emption rights and otherwise and of any resolution of the Company in an annual general meeting or a general meeting passed pursuant thereto, all unissued shares shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they consider appropriate, provided that no share shall be issued at a discount to its nominal value
4 2 The Directors shall be generally and unconditionally authorised pursuant to and in accordance with section 551 CA 2006 to exercise for each prescribed period all the powers of the Company to allot relevant securities up to an aggregate nominal amount equal to the Section 551 Amount
4 3 During each prescribed period the Directors shall be empowered to allot equity securities wholly for cash pursuant to and within the terms of such authority
- in connection with a rights issue, and (a)
- (b) otherwise than in connection with a rights issue, up to an aggregate nominal amount equal to the section 561 Amount,
- as if section 561(1) CA 2006 did not apply to any such allotment
4 4 By the authority and power contained in this Article the Directors may during the prescribed period make offers or agreements which would or might require the allotment of securities after the expiry of such period
વે ર For the purposes of this Article
- (a) = "rights issue" means an offer of equity securities open for acceptance for a period fixed by the Directors to (1) holders of Ordinary Shares on the Register on a record date fixed by the Directors in proportion to their respective holdings (for which purpose holdings in certificated and uncertificated form may be treated as separate holdings) and (11) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory,
- (b) " "prescribed period" means any period (not exceeding five years on any occasion) fixed by
  - (1) an ordinary resolution of the Company stating the Section 551 Amount, or
  - (11) a special resolution of the Company stating the Section 561 Amount,

for such period,

(c) the "Section 551 Amount" for a prescribed period shall be that stated in the relevant ordinary resolution or any increased amount fixed by ordinary resolution of the Company in an annual general meeting or a general meeting,
(d) the "Section 561 Amount" for a prescribed period shall be that stated in the relevant special resolution or any increased amount fixed by special resolution of the Company in an annual general meeting or a general meeting, and
(e) to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights

u UNCERTIFICATED SHARES

र | Notwithstanding anything in these Articles to the contrary, any shares in the capital of the Company may be issued, held, registered, converted to, transferred or otherwise dealt with in uncertificated form and converted from uncertificated form to certificated form in accordance with the Regulations and practices instituted by the Operator of the relevant system Any provisions of these Articles shall not apply to any uncertificated shares to the extent that such provisions are inconsistent with
- the holding of shares in uncertificated form, (a)
- (b)
- any provision of the Regulations (c)
5 2 Without prejudice to the generality and effectiveness of Article 5 1
- (a) . Articles 11, 12 and 33 and the second and third sentences of Article 35 shall not apply to uncertificated shares and the remainder of Article 35 shall apply in relation to such shares as if the reference therein to the date on which the transfer was lodged with the Company were a reference to the date on which the appropriate instruction was received by or on behalf of the Company in accordance with the facilities and requirements of the relevant system,
- (b) without prejudice to the first sentence of Article 35 regarding giving notice of refusal, the Board may refuse to register a transfer of uncertificated shares in such circumstances as may be permitted or required by the Regulations and the relevant system,
- (c) an instrument of transfer or certificate or other document which shall not be appropriate in the case of uncertificated shares shall, in the case of uncertificated shares, be treated as references to a requirement to comply with any relevant requirements of the relevant system and any relevant arrangements or regulations which the Board may make from time to time pursuant to Article 5 2(k) below,
- (d) share in uncertificated form who elects to have some other person registered shall either
(1) procure that instructions are given by means of the relevant system to effect the transfer of such uncertificated share to that person, or
(11) change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person,
(e) the Company shall enter on the Register the number of shares which are held by each member in uncertificated form and in certificated form and shall maintain the Register in each case as is required by the Regulations and the relevant system and, unless the Board otherwise determines, holdings of the same holder or joint holders in certificated form and uncertificated form shall be treated as separate holdings,
(f) comprising both certificated shares and uncertificated shares or as a result of any provision of these Articles or the Regulations which applies only in respect of certificated shares or uncertificated shares,
(g) references in Article 41 to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares,
(h) for the purposes referred to in Article 422, the Board may in respect of uncertificated shares authorise a person to transfer and/or require the holder to transfer the relevant shares in accordance with the facilities and requirements of the relevant system,
(1) for the purposes of Article 1391, any payment in the case of uncertificated shares may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and without prejudice to the generality of the foregoing such payment may be made by the sending by the Company or any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct and for the purposes of Article 139 3 the making of a payment in accordance with the facilities and requirements of the relevant system concerned shall be a good discharge to the Company,
subject to the Companies Acts, the Board may issue shares as certificated (1) shares or as uncertificated shares in its absolute discretion and these Articles shall be construed accordingly,
the Board may make such arrangements or regulations (if any) as it may from (k) time to time in its absolute discretion consider appropriate in relation to the evidencing and transfer of uncertificated shares and otherwise for the purpose of implementing and/or supplementing the provisions of this Article 5 and the Regulations and the facilities and requirements of the relevant system and such arrangements and regulations (as the case may be) shall have the same effect as if set out in this Article 5,

(1) time to time in the exercise of the Company's powers or functions under the Companies Acts or these Articles or otherwise in effecting any actions, and

(m) the Board may resolve that a class of shares is to become a participating security and may at any time determine that a class of shares shall cease to be a participating security
5 3 Where any class of shares in the capital of the Company is a participating security and the Company is entitled under any provisions of the Companies Acts or the rules made and practices instituted by the Operator of any relevant system or under these Articles to dispose of, forfeit, enforce a lien or sell or otherwise procure the sale of any shares which are held in uncertificated form, such entitlement (to the extent permitted by the Regulations and the rules made and practices instituted by the Operator of the relevant system) shall include the right to
- (a) request or require the deletion of any computer-based entries in the relevant system relating to the holding of such shares in uncertificated form, and/or
- (b) require any holder of any uncertificated shares which are the subject of any exercise by the Company of any such entitlement, by notice in writing to the holder concerned, to change his holding of such uncertificated shares into certificated form within such period as may be specified in the notice, prior to completion of any disposal, sale or transfer of such shares or direct the holder to take such steps, by instructions given by means of a relevant system or otherwise, as may be necessary to sell or transfer such shares, and/or
(c) send a notification in writing to the Operator requiring the conversion of those shares into certificated form (such conversion being required to enable the Company to deal with the shares in question in accordance with the Articles), and/or
(d) appoint or require the holder of any shares to appoint by notice any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such shares as may be required to effect a transfer of such shares and such steps shall be as effective as if they had been taken by the registered holder of the uncertificated shares concerned, and/or
(e) take such other action as may be necessary to enable those shares to be registered in the name of the person to whom the shares have been sold or disposed of or as directed by him
5 4 The Company may assume that the entries on any record of securities which it maintains in accordance with the Regulations are regularly reconciled against the relevant Operator register of securities and that those entries are a complete and accurate copy of the particulars entered in the Operator register of securities - The Company shall not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in relying on such assumption In particular, any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled)

6 REDEEMABLE SHARES

6 1 Subject to the provisions of the Companies Acts and to any special rights from time to time attached to any existing shares, any share may be issued which is, or at the option of the Company or of the holder of such share is hable, to be redeemed on such terms and conditions and in such manner as the directors may determine

POWER TO ATTACH RIGHTS 7

7 1 time attached to any existing shares, any shares may be allotted or issued with or have attached to them such preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise, as the Company may from time to time by ordinary resolution determine or, if no such resolution has

been passed or so far as the resolution does not make specific provision, as the Board may determine

SHARE WARRANTS TO BEARER 8

8 1 The Company may, with respect to any fully paid shares, issue a warrant (a "share warrant") stating that the bearer of the warrant is entitled to the shares specified in it and may provide (by coupons or otherwise) for the payment of future dividends on the shares included in a share warrant
8 2 The powers referred to in Article 8 1 may be exercised by the Board, which may determine and vary the conditions on which share warrants shall be issued, and in partıcular on which
- (a) a new share warrant or coupon will be issued in the place of one damaged, defaced, worn out or lost (provided that no new share warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed),
- (b) vote and demand a poll at annual general meetings and general meetings,
- (c) dividends will be paid, and
- (d) a share warrant may be surrendered and the name of the holder entered in the Register in respect of the shares specified in it

Subject to such conditions and to these Articles, the bearer of a share warrant shall be deemed to be a member for all purposes The bearer of a share warrant shall be subject to the conditions for the time being in force and applicable thereto, whether made before or after the issue of such share warrant

9 COMMISSION AND BROKERAGE

9 1 The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts Subject to the provisions of the Companies Acts, any such commission or brokerage may be satisfied by the payment of cash, the allotment of fully or partly paid shares, the grant of an option to call for an allotment of shares or any combination of such methods

10 TRUSTS NOT TO BE RECOGNISED

10 1 Except as otherwise expressly provided by these Articles, as required by law or as ordered by a court of competent jurisdiction, the Company shall not recognise any person as holding any share on any trust, and (except as aforesaid) the Company shall not be bound by or recognise (even if having notice of it) any equitable, contingent, future, partial or other claim to or interest in any share except an absolute right of the holder to the whole of the share

SHARE CERTIFICATES

RIGHT TO CERTIFICATES 11

11 1 On becoming the holder of any share, every person (except a recognised person in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) shall be entitled, without charge, to have issued within two months after allotment or lodgement of a transfer (unless the terms of issue of the shares provide otherwise) one certificate for all the shares of each class registered in his name Such certificate shall specify the number, class, and distinguishing numbers (if any) of the shares in respect of which it is issued and the amount or respective amounts paid up thereon and shall be issued as provided in Article 131
11 2 The issued shares of a particular class which are fully paid up and rank equally for all purposes shall not bear a distinguishing number - All other shares shall bear a dıstınguıshıng number
11 3 The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons Delivery of a certificate to the person first named on the register shall be sufficient delivery to all joint holders
11 4 Where a member (other than a recognised person) has transferred part only of the shares comprised in a certificate, he shall be entitled without charge to a certificate for the balance of such shares
11 5 No certificate shall be issued representing shares of more than one class or in respect of shares held by a recognised person

12 REPLACEMENT CERTIFICATES

12 1 Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in lieu without charge on surrender of the original certificates for cancellation
12 2 If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Board may, if it thinks fit, comply with such request
12 3 Share certificates may be renewed or replaced on such terms as to provision of evidence and indemnity (with or without security) and to payment of any exceptional out of pocket expenses, including those incurred by the Company in investigating such evidence and preparing such indemnity and security, as the Board may decide, and on surrender of the original certificate (where it is defaced, damaged or worn out), but otherwise without any further charge
12 4 In the case of shares held jointly by several persons, any such request as is mentioned in this Article 12 may be made by any one of the joint holders

LIEN ON SHARES

LIEN ON SHARES NOT FULLY PAID 13 -

13 1 - The Company shall have a first and paramount lien on each of its shares which is not fully paid, for all amounts payable to the Company from time to time in respect of that share and to the extent and in the circumstances permitted by the Companies Acts The Company's lien on such a share shall extend to every amount (including without Inmitation dividends) payable in respect of it The Board 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

ENFORCEMENT OF LIEN BY SALE 14

14 1 The Company may sell all or any of the shares subject to any lien at such time or times and in such manner as the Board may determine No sale shall be made until such time as
- (a)
the liability or engagement in respect of which such lien exists is liable to be (b) fulfilled or discharged, and
until a demand and notice in writing stating the amount due or specifying the (c) liability or engagement and demanding payment or fulfilment or discharge thereof and giving notice of intention to sell in default shall have been served on the holder or the persons (if any) entitled by transmission to the shares, and default in payment, fulfilment or discharge shall have been made by him or them for 14 clear days after service of such notice For giving effect to any such sale, the Board may authorise some person to execute an instrument of transfer of the shares sold in the name and on behalf of the holder or the persons entitled by transmission in favour of the purchaser or as the purchaser may direct The purchaser shall not be bound to see to the application of the purchase money, and the title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale

15 APPLICATION OF PROCEEDS OF SALE

15 1 The net proceeds of any sale of shares subject to any hen, after payment of the costs, shall be applied in or towards satisfaction of so much of the amount due to the Company of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged - The balance (if any) shall (on surrender to the Company for cancellation of the certificate for the shares sold, and subject to a like lien for any moneys not presently payable or any liability or engagement not liable to be presently fulfilled or discharged as existed on the shares before the sale) be paid to the holder(s) or the person(s) (if any) entitled by transmission to the shares so sold (without interest)

CALLS ON SHARES

CALLS 16

16 1 Subject to the terms of allotment of shares, the Board may from time to time make calls on the members in respect of any moneys unpaid on the shares, of any class, held by them respectively (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue - Each member shall (subject to receiving at least 14 clear days' notice in writing specifying when and where payment us to be made and whether or not by instalments) be hable to pay the amount of every call so made on him as required by the notice A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed or (as the case may require) any person to whom power has been delegated pursuant to these Articles serves notice of exercise of such power A call may be required to be paid by instalments and may, before receipt by the Company of any sum due thereunder, be either revoked or postponed in whole or part as regards all or any such members as the Board may determine A person on whom a call is made shall remain liable notwithstanding the subsequent transfer of the shares in respect of which the call was made

17 LIABILITY OF JOINT HOLDERS

17 1 - The joint holders of a share shall be jointly and severally liable for the payment of all calls in respect thereof

18 INTEREST ON CALLS

18 \ If the whole of the sum payable in respect of any call is not paid on or before the day appointed for payment, the person from whom it is due and payable shall pay all costs, charges and expenses that the Company may have incurred by reason of such non-payment, together with interest on the unpaid amount from the day appointed for payment thereof to the time of actual payment at the rate fixed by the terms of the allotment of the share or in the notice of the call or, if no rate is so fixed, at such rate, not exceeding 15 per cent per annum (compounded on a 6 monthly basis), as the Board shall determine The Board may wave payment of such costs, charges, expenses or interest in whole or in part

19 RIGHTS OF MEMBER WHEN CALL UNPAID

19 1 Unless the Board otherwise determines, no member shall be entitled to receive any dividend or to attend, to speak at or to vote at an annual general meeting or a general meeting or at any separate general meeting of the holders of any class of shares either in person or (save as proxy for another member) by proxy, or to be reckoned in a quorum, or to exercise any other right or privilege as a member in respect of a share held by him unless and until he shall have paid all calls or other sums from time to time due and payable by him in respect of that share, whether alone or jointly with any other person, together with interest and expenses (if any) to the Company

SUMS DUE ON ALLOTMENT TREATED AS CALLS 20

20 1 Any sum payable in respect of a share on allotment or at any fixed date, whether in respect of the nommal value of the share or by way of premium or as an instalment of a call, shall for all purposes of these Articles be deemed to be a call duly made If it is not paid, the provisions of these Articles shall apply as if such amount had become due and payable by virtue of a call

POWER TO DIFFERENTIATE 21

21 1 The Board may make arrangements on the allotment or issue of shares for a difference as between the allottees or holders of such shares in the amount and time of payment of calls

22 PAYMENT IN ADVANCE OF CALLS

22 1 The Board may, if it considers appropriate, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid on the shares held by him To the extent to which it is made, such payment in advance of calls shall extinguish the liability on such shares The Company may pay interest on the money paid in advance, or so much of it as exceeds the amount from time to time called up on the shares in respect of which such advance has been made, at such rate as the Board may decide The Board may at any time repay the amount so advanced on giving to such member not less than three months' notice in writing of its intention in that regard, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced

DELEGATION OF POWER TO MAKE CALLS 23

23 1 If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Board may delegate on such terms as it considers appropriate to the person in whose favour such mortgage or security is executed, or to any other person in trust for him, the power to make calls on the members in respect of such uncalled capital, to sue in the name of the Company or otherwise for the recovery of moneys becoming due in respect of calls so made and to give valid receipts for such moneys The power so delegated shall subsist during the continuance of the mortgage or security, notwithstanding any change of Directors, and shall be assignable if expressed so to be.

FORFEITURE OF SHARES

24 NOTICE IF CALL NOT PAID

24 1 - If any member fails to pay the whole of any call or any instalment of any call on or before the day appointed for payment, the Board may at any time serve a notice in writing on such member or on any person entitled to the shares by transmission, requiring payment, on a date not less than 14 clear days from the date of the notice, of the amount unpaid and any interest which may have accrued thereon and any costs, charges and expenses incurred by the Company by reason of such non-payment The notice shall specify where the payment must be made and state that, if the notice is not complied with, the shares in respect of which such call was made will be liable to be forfeited

FORFEITURE FOR NON-COMPLIANCE 25

25 1 If the notice referred to in Article 24 is not complied with, any share in respect of which it was given may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect Such forfeiture shall include all dividends declared or other moneys payable in respect of the forfetted shares and not paid before the forfeiture

26 NOTICE AFTER FORFEITURE

26 1 - When any share has been forfetted, notice of the forfetture shall be served on the person who was before forfetture the holder of the share or the person entitled to such share by transmission (as the case may be) An entry of such notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register in respect of such share However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry as aforesaid

27 FOREITURE MAY BE ANNULLED

27 1 The Board may, at any time before any share so forfetted has been cancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture, on the terms that payment shall be made of all calls and interest due thereon and all expenses incurred in respect of the share and on such further terms (if any) as the Board shall consider appropriate

28 SURRENDER

28 1 The Board may accept a surrender of any share liable to be forfetted In such case references in these Articles to forfeiture shall include surrender

DISPOSAL OF FORFEITED SHARES 29

29 1 Every share which shall be forfetted shall thereupon become the property of the Company Subject to the provisions of the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto or to any other person, on such terms and in such manner as the Board shall determine The Board may, for the purposes of the disposal, authorise any person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register notwithstanding the absence of any share certificate being lodged in respect thereof and may issue a new certificate to the transferee An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or the person entitled by transmission to, the share The Company may receive the consideration (if any) given for the share on its dısposal

30 EFFECT OF FORFEITURE

30 1 the shares forfeited and shall surrender to the Company for cancellation the certificate for such shares He shall nevertheless be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon from the date of the forfeiture to the date of payment, in the same manner in all respects as if the shares had not been forfeited, and to satisfy all (if any) claims, demands and liabilities which the Company might have enforced in respect of the shares at the time of forfeiture, without any reduction or allowance for the shares at the time of forfeiture or for any consideration received on their disposal
30 2 Notwithstanding the provisions of Article 30 1 the Board may warve any sums payable ın whole or in part in respect of any shares forfeited in accordance with Artıcle 24 1

31 EXTINCTION OF CLAIMS

31 1 - The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the holder whose share is forfeited and the Company, except only such of those rights and habilities as are by these Articles expressly saved, or as are by the Companies Acts given or imposed in the case of past members

32 EVIDENCE OF FORFEITURE

32 1 A statutory declaration by a Director or the Secretary that
- (a) a share has been forfeited in pursuance of these Articles, and
- (b) stating the date on which it was forfeited,

shall, as against all persons claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therem stated

The declaration, together with the receipt of the Company for the consideration (if any) given for its share on the sale or disposition and a certificate for the share under the Seal delivered to the person to whom the same is sold or disposed of, shall (subject if necessary to the execution of an instrument of transfer) constitute a good title to the share Subject to the execution of any necessary transfer, such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition and shall not be bound to see to the application of the purchase money or other consideration (if any), nor shall his title to the share be affected by any act, omission, irregularity or invalidity relating to or connected with the proceedings in reference to the forfeiture or disposal of the share Such person shall not (except by express agreement with the Company) become entitled to any dividend which might have accrued on the share before the completion of its sale or disposition

TRANSFER OF SHARES

33 FORM OF TRANSFER

33 1 Subject to such of the restrictions of these Articles as may be applicable, each member may transfer all or any of his shares by instrument of transfer in writing in any usual form or in any form approved by the Board Such instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it

34 RIGHT TO REFUSE REGISTRATION

34 1 The Board may in its absolute discretion refuse to register any transfer of a share (or renunciation of a renounceable letter of allotment) unless
- in respect of a certificated share (a)
  - (1) it is in respect of a share which is fully paid up,
  - (11) it is in respect of only one class of shares,
  - (111) it is in favour of a single transferee or not more than four joint transferees.
  - (IV) it is duly stamped (if so required), and
  - (v) it is delivered for registration to the Office or such other place as the Board may from time to time determine, accompanied (except in the case of a transfer by a recognised person where a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor or person renouncing and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so,
- (b) in respect of an uncertificated share, in the circumstances set out in the Regulations
34 2 Notwithstanding Article 34 1, the Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to trading on PLUS, AIM or Insted on the Official List of the UK Listing Authority on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis
34 3 Transfers of shares will not be registered in the crecumstances referred to in Article 73

35 NOTICE OF REFUSAL

35 1 If the Board refuses to register a transfer of a share it shall, within two months after the date on which the transfer was lodged with the Company, send notice of the refusal, together with its reasons for the refusal, to the transferee Any instrument of transfer which the Board refuses to register shall (except in the case of suspected or actual fraud) be returned to the person depositing it All instruments of transfer which are registered may be retained by the Company

36 FEES ON REGISTRATION

36 1 No fee shall be charged for registration of a transfer or on the registration of any probate, letters of administration, certificate of death or marriage, power of attorney, notice or other instrument relating to or affecting the title to any shares

OTHER POWERS IN RELATION TO TRANSFERS 37

37 1 Nothing in these Articles shall preclude the Board
- (a) from recognising a renunciation of the allotment of any share by the allottee in favour of some other person, or
- (b) if empowered by these Articles to authorise any person to execute an instrument of transfer of a share, from authorising any person to transfer that share in accordance with any procedures implemented pursuant to Article 14

TRANSMISSION OF SHARES

38 ON DEATH

38 1 ff a member dies, the survivors or survivor, where he was a joint holder, and his executors or administrators, where he was a sole or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his shares Nothing in these Articles shall release the estate of a deceased member from any liability in respect of any share which has been solely or 101ntly held by him

39 ELECTION OF PERSON ENTITLED BY TRANSMISSION

39 1 Any person becoming entitled to a share in consequence of the death or bankruptcy of any member, or of any other event giving rise to a transmission of such entitlement by operation of law, may, on such evidence as to his title being produced as the Board may require, elect either to become registered as a member or to have some person nominated by him registered as a member If he elects to become registered himself, he shall give notice to the Company to that effect If he elects to have some other person registered, he shall execute an instrument of transfer of such share to that person All the provisions of these Articles relating to the transfer of shares shall apply to the notice

or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and if his death, bankruptcy or other event as aforesaid had not occurred Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Board shall within two months after proof cause the entitlement of that person to be noted in the Register

RIGHTS ON TRANSMISSION 40

40 1 - Where a person becomes entitled to a share in consequence of the death or bankruptcy of any member, or of any other event giving rise to a transmission of such entitlement by operation of law, the rights of the holder in relation to such share shall cease However, the person so entitled may give a good discharge for any dividends and other moneys payable in respect of it and shall have the same rights to which he would be entitled if he were the holder of the share, except that he shall not, before he is registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend, speak or vote at, any meeting of the Company or at any separate meeting of the holders of any class of shares of the Company The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share If the notice is not complied with within 60 days of the service of such notice, the Board may thereafter withhold payment of all dividends and other moneys payable in respect of such share until the requirements of the notice have been complied with

DESTRUCTION OF DOCUMENTS

DESTRUCTION OF DOCUMENTS 41

The Company may destroy 41 1
- (a) any instrument of transfer, after six years from the date on which it is registered,
- (b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address, after two years from the date on which it is recorded,
- (c) any share certificate, after one year from the date on which it is cancelled, and

(d) any other document on the basis of which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it

provided that the Company may destroy any such type of document at a date earlier than that authorised by this Article if a copy of such document is retained on microfilm or by other similar means by which such copy is retained until the expiration of the period applicable to the destruction of the original of such document

41 2 It shall be conclusively presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was duly cancelled, that every other document so destroyed had been properly dealt with in accordance with its terms and was valid and effective in accordance with the particulars in the records of the Company, provided that
- (a) and without notice of any claim (regardless of the parties to it) to which the document might be relevant,
- (b) = nothing in this Article 41 shall be construed as imposing on the Company any liability in respect of the destruction of any such document otherwise than as provided for in this Article 41 which would not attach to the Company in the absence of this Article 41, and
- (c) references in this Article 41 to the destruction of any document include references to the disposal of it in any manner

ALTERATION OF SHARE CAPITAL

42 FRACTIONS

42 1 - Whenever, as the result of any consolidation, division or sub-division of shares, any difficulty arises, the Board may settle it as it thinks fit, and in particular (but without prejudice to the generality of the foregoing) where the number of shares held by any holder is not an exact multiple of the number of shares to be consolidated into a single share and as a result of such consolidation such holder would become entitled to a fraction of a consolidated share

(a) the Board may determine which of the shares of such holder are to be treated as giving rise to such fractional entitlement and may decide that any of those shares shall be consolidated with any of the shares of any other holder or holders which are similarly determined by it to be treated as giving rise to a fractional entitlement for such other holders, into a single consolidated share and the Board may, on behalf of all such holders, sell such consolidated share for the best price reasonably obtainable to any person (including the Company) and distribute the net proceeds of sale after deduction of the expenses of sale in due proportion among those holders (except that any amount otherwise due to a holder, being less than £3 or such other sum as the Board may from time to time determine, may be retained for the benefit of the Company), or
(b) provided that the necessary unissued shares are available, the Board may issue to such holder credited as fully paid by way of capitalisation the minimum number of shares required to round up his holding to an exact multiple of the number of shares to be consolidated into a single share (such issue being deemed to have been effected prior to consolidation), and the amount required to pay up such shares shall be appropriated at the Board's discretion from any of the sums standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve) or to the credit of profit and loss account and capitalised by applying the same in paying up the share In relation to such a capitalisation the Board may exercise all the powers conferred on it by Article 144 without an ordinary resolution of the Company
42 2 For the purposes of any sale of consolidated shares pursuant to Article 42 1, the Board may authorise any person to execute an instrument of transfer of the shares to, or in accordance with, the directions of the purchaser, and the transferee shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale

VARIATION OF CLASS RIGHTS

SANCTION TO VARIATION 43

43 1 If at any time the share capital of the Company is divided into shares of different classes, any of the rights from time to time attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in

liquidation) may be varied or abrogated in such manner (if any) (whether or not the Company is being wound up) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as hereinafter provided (but not otherwise)

AA CLASS MEETINGS

44 1 All the provisions in these Articles as to general meetings shall apply to every meeting of the holders of any class of shares with any necessary changes, subject to the following provisions of this Article 44 The Board may convene a meeting of the holders of any class of shares whenever it considers appropriate and whether or not the business to be transacted involves a variation or abrogation of class rights
44 2 Where the business to be transacted at a meeting does involve a variation or abrogation of class rights (a "variation of class rights meeting"), the quorum at every such meeting shall be two persons present holding at least one-third of the nominal amount paid up on the issued shares of the class in question (excluding any shares of that class held as treasury shares) Every holder of shares of the class in question, present in person or by proxy, may demand a poli Each such holder shall on a poll be entitled to one vote for every share of the class held by him - If at any adjourned variation of class rights meeting of such holders such quorum as aforesaid is not present, one person present holding shares of the class in question shall be a quorum

ਪੜ DEEMED VARIATION

45 1 Subject to the terms of issue of or rights attached to any shares, the rights or privileges attached to any class of shares shall be deemed not to be varied or abrogated by the creation or issue of any new shares ranking equally in all respects (save as to the date from which such new shares shall rank for dividend) with or subsequent to those already issued or by the reduction of the capital paid up on such shares or by the purchase or redemption by the Company of its own shares in accordance with the provisions of the Companies Acts and these Articles or the sale of any shares (of that class or any other class) held as treasury shares

ANNUAL GENERAL MEETINGS & GENERAL MEETINGS

46 ANNUAL GENERAL MEETINGS

46 1 Subject to the provisions of the Companies Acts, annual general meetings shall be held at such time and place as the Board may determine consistent with the terms of the Companies Acts

47 GENERAL MEETINGS

47 1 All general meetings, other than annual general meetings, shall be called general meetings

48 CONVENING OF GENERAL MEETINGS

48 1 The Board may convene a general meeting whenever it considers it appropriate A general meeting shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by sections 303 to 305 CA 2006 (inclusive) At any general meeting convened on such requisition or by such requisitionists no business shall be transacted except that stated by the requirition or proposed by the Board If there are not within the United Kingdom sufficient members of the Board to convene a general meeting, any Director may call a general meeting

NOTICE OF ANNUAL GENERAL MEETINGS AND GENERAL MEETINGS 49 -

49 1 An annual general meeting shall be convened by not less than 21 clear days' notice in writing All general meetings shall be convened by not less than 14 clear days' notice in writing
49 2 The notice, to be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Companies Acts, shall specify
- (a) whether the meeting is an annual general meeting or a general meeting,
- (b) the place, the day and the time of the meeting,
- (c) the general nature of the business to be transacted at the meeting,
- (d) if the meeting is convened to consider a special resolution, the intention to propose the resolution as such,
(e) with reasonable prominence, that a member entitled to attend, speak and vote is entitled to appoint one or more proxies to attend, speak and vote instead of him and that a proxy need not also be a member,
details of the website where the information required in advance of the general (f) meeting pursuant to section 311A of the CA 2006 is published.
(g) that the right to vote at the general meeting is determined by reference to the Register and the time by which a person must be entered on the Register in order to have the right to attend, speak or vote at the general meeting The time specified must not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the general meeting,
(h) = the procedures with which members must comply in order to be able to attend and vote at the general meeting,
details of the forms to be used for the appointment of a proxy, (1)
()) by electronic means, and
(k) the right of members at a general meeting to ask questions relating to the business of the general meeting in accordance with section 319A of the CA 2006
49 3 The notice shall be given to the members (other than any who, under the provisions of these Articles or of any restrictions imposed on any shares, are not entitled to receive notice from the Company), to the Directors and to the Auditors
49 4 The Board may specify in the notice of meeting a time by which a person must be entered on the Register in order to have the right to attend, speak or vote at the meeting The time specified must not be more than 48 hours before the time fixed for the meeting
49 5 If, after the sending of a notice of an annual general meeting or a general meeting but before the meeting is held, or after the adjournment of an annual general meeting or a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Board decides that it is impracticable or unreasonable, for a reason beyond its control, to hold the meeting at the declared place and/or time, it may change the place and/or postpone the time at which the meeting is

held If such a decision is made, the Board may then change the place and/or postpone the time again if it decides that it is reasonable to do so In either case

no new notice of the meeting need be sent, but the Board shall, if practicable, (a) advertise the date, time and place of the meeting in at least two newspapers having a national circulation and shall make arrangements for notice of the change of place and/or postponement to appear at the original place and/or time and date, and
(b) a proxy appointment in relation to the meeting may be received at the address specified in accordance with these Articles not less than 48 hours before any postponed time appointed for holding the meeting

OMISSION TO SEND NOTICE 50 -

50 1 The accidental omission to send a notice of meeting or, in cases where it is intended that it be sent out with the notice, an instrument of proxy to, or the non-receipt of either by, any person entitled to receive the same shall not invalidate the proceedings at that meeting and shall be disregarded for the purpose of determining whether notice of the meeting or resolution (as the case may be) is or has been duly given

PROCEEDINGS AT ANNUAL GENERAL MEETINGS AND GENERAL MEETINGS

QUORUM 51

51 1 No business shall be transacted at any annual general meeting or general meeting unless a quorum is present when the meeting proceeds to business
51 2 Except as otherwise provided by these Articles, two members entitled to vote on the business to be transacted at the meeting present in person or by proxy shall be a quorum

52 IF QUORUM NOT PRESENT

52 i considers appropriate) from the time appointed for the holding of an annual general meeting or general meeting a quorum is not present, or if during such a meeting such a quorum ceases to be present, the meeting
- (a)

(b) = in any other case, shall stand adjourned to such other day and at such time and place as the Chairman (or, in default, the Board) may determine - If at such adjourned meeting a quorum is not present within five minutes from the time appointed for holding the meeting, one qualifying person entitled to vote on the business to be transacted shall be a quorum

53 CHAIRMAN

53 1 The Chairman of the Board shall preside at every annual general meeting and general meeting of the Company If there is no such Chairman or if at any meeting he is not present within five minutes after the time appointed for holding the meeting, or is unwilling to act as Chairman, the deputy Chairman (if any) of the Board shall if present and willing to act preside at such meeting off no Chairman or deputy Chairman is present and willing to act, the Directors present shall choose one of their number to act or, if there is only one Director present, he shall be Chairman if willing to act If there 1s no Director present and willing to act, the members present and entitled to vote shall choose one of their number to be Chairman of the meeting

DIRECTORS AND OTHER PERSONS MAY ATTEND AND SPEAK 54 - -

54 1 A Director (and any other person invited by the Chairman to do so) shall, notwithstanding that he is not a member, be entitled to attend and speak at any annual general meeting and any general meeting of the Company and at any separate meeting of the holders of any class of shares of the Company

રેરે POWER TO ADJOURN

55 1 - The Charman may, with the consent of a meeting at which a quorum is present, and shall if so directed by the meeting, adjourn any meeting from time (or indefinitely) and from place to place as the meeting shall determine However, without prejudice to any other power which he may have under these Articles or at common law, the Chairman may, without the need for the consent of the meeting, interrupt or adjourn any meeting from time to time and from place to place or for an indefinite period if he believes that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of

NOTICE OF ADJOURNED MEETING 56

56 1 Where a meeting is adjourned indefinitely, the Board shall fix the time and place for the adjourned meeting - Whenever a meeting is adjourned for 14 days or more or indefinitely, seven clear days' notice at the least, specifying the place, the day and tume of the adjourned meeting and the general nature of the business to be transacted, shall be given in the same manner as in the case of the original meeting Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting

BUSINESS OF ADJOURNED MEETING 57

57 1 No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place

ACCOMMODATION OF MEMBERS AND SECURITY ARRANGEMENTS

58 1 The Board may, for the purposes of enabling members entitled to attend an annual general meeting or a general meeting to do so, controlling the level of attendance and ensuring the safety of those attending at any place specified for the holding of an annual general meeting or a general meeting, from time to time make such arrangements as the Board shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements in place of them The entitlement of any person to attend an annual general meeting or a general meeting at such place shall be subject to any such arrangements as may from time to time be approved by the Board In the case of any meeting to which such arrangements apply the Board may, when specifying the place of the meeting
- (a) the Chairman of the meeting shall preside ("the Principal Place"), and
- (b) make arrangements for simultaneous attendance and participation at other places (including places outside of the UK) by members otherwise entitled to attend the meeting but excluded therefrom under the provisions of this Article or who wish to attend at any of such other places, provided that persons attending at the Principal Place and at any of such other places shall be able to see, and hear and be seen and heard by, persons attending at the Principal Place and at such other places, by any means

Such arrangements for simultaneous attendance may include arrangements for controlling the level of attendance at any of such other places, provided that they shall operate so that any such excluded members are able to attend at one of such other places For the purposes of all other provisions of these Articles any such meeting shall be treated as being held and taking place at the Principal Place

58 2 The Board may direct that any person wishing to attend any meeting should provide such evidence of identity and submit to such searches or other security arrangements or restrictions as the Board shall consider appropriate in the circumstances and the Board 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 such searches or otherwise to comply with such security arrangements or restrictions
58 3 If it appears to the Chairman of the meeting that the facilities at the Principal Place or at any of such other places have become madequate for the purpose of the proper conduct of the meeting, the Charman may, without the consent of the meeting, interrupt and adjourn the meeting All business conducted at that meeting up to the time of that adjournment shall be valid The provisions of Articles 56 and 57 shall apply to that adjourned meeting

VOTING

રેતે METHOD OF VOTING

59 1 At any annual general meeting or general meeting, a resolution put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded Subject to the provisions of the Companies Acts, a poll may be demanded by
- the Chairman of the meeting, or (a)
- (b) the resolution, or
- (c) ten per cent of the total voting rights of all the members having the right to vote on the resolution, or
- (d) a member or members present in person or by proxy holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than ten per cent of the total sum paid up on all the shares conferring that right (excluding treasury shares)

In addition the Chairman of the meeting may demand a poll before a resolution is put to the vote on a show of hands

59 2 At annual general meetings and general meetings, resolutions shall be put to the vote by the Chairman and there shall be no requirement for the resolution to be proposed or seconded by any person
59 3 Subject to the Companies Acts, where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective

60 CHAIRMAN'S DECLARATION CONCLUSIVE ON SHOW OF HANDS

60 1 Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the Chairman of the meeting that a resolution has on a show of hands been passed, or passed unanimously or with a particular majority, or lost, or not passed by a particular majority, and an entry to that effect in the book containing the minutes of the meeting of the Company, shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution

OBJECTION TO ERROR IN VOTING 61

61 1 No objection shall be rased to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs Any objection or error shall be referred to the Charman of the meeting and shall only vitiate the decision of the meeting on any resolution if the Chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting The decision of the Chairman on such matters shall be final
61 2 The Company is not obliged to verify whether a proxy or corporate representative has voted in accordance with the instructions given by the Member by whom the proxy or corporate representative is instructed Any vote (whether given on a show of hands or on poll) is not invalidated if a proxy or corporate representative does not vote in accordance with their instructions

AMENDMENT TO RESOLUTIONS 62

62 1 - 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, any error in such ruling shall not invalidate the proceedings on the substantive resolution

62 2 In respect of a resolution duly proposed as a special resolution, no amendment to such resolution (other than an amendment to correct a patent error) may in any event be considered or voted on In respect of a resolution duly proposed as an ordinary resolution, no amendment to such resolution (other than an amendment to correct a patent error) may be considered or voted on unless either -
- (a) at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice of the terms of the amendment and intention to move it has been lodged in hard copy form at the Office or received in electronic form at such address (if any) for the time being specified by or on behalf of the Company for that purpose (or such address as the Company may be deemed by the CA 2006 to have agreed), or
- the Chairman of the meeting in his absolute discretion decides that it may be (b) considered or voted on
62 3 With the consent of the Chairman of the meeting, an amendment to a resolution may be withdrawn by its proposer before that resolution is put to the vote

63 PROCEDURE ON A POLL

63 1 Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken immediately A poll duly demanded on any other matter shall be taken in such manner (including the use of a ballot, electronic voting or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was demanded, as the Charman shall direct The Chairman may appoint scrutineers who need not be members 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 specifying the time and place at which the poll is to be taken The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded
63 2 The demand for a poll (other than on the election of a Chairman or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded If a poll is demanded before the declaration of the result on a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made
63 3 The 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 validate the result of a show of hands declared before the demand was made
63 4 On a poll votes may be given in person or by proxy A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way

VOTES OF MEMBERS, PROXIES AND OF JOINT HOLDERS 64

64 1 Subject to any rights or restrictions for the time being attached to any class or classes of shares and to any other provisions of these Articles or the Companies Acts, on a show of hands every member present in person shall have one vote, and on a poll every member present in person or by proxy shall have one vote for each share of which he s the holder
64 2 On a vote by show of hands every proxy present who has been duly appointed by one or more members has one vote Where the same proxy has been appointed by several members, he will have only one vote on a show of hands if instructed to vote in the same way by all the appointing members
64 3 Notwithstanding the provisions of Article 64 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 (a) the resolution, and
- (b) the proxy has been instructed by, or exercises a discretion given by, one or more of those members to vote for the resolution and has been instructed by, or exercises a discretion given by, one or more other of those members to vote against it
64 4 If two or more persons are joint holders of a share, then in voting on any question 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 For this purpose seniority shall be determined by the order in which the names of the joint holders stand in the Register
64 5 Where in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however

formulated) of mental disorder, the Board may in its absolute discretion, on or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person to vote in person or, on a poll, by proxy on behalf of such member at any annual general meeting or general meeting Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable

ર્શ્વર રહ VOTING BY PROXY

65 1 Any person (whether a member of the Company or not) may be appointed to act as a proxy Deposit or receipt of an instrument of proxy shall not preclude a member from attending, voting and speaking in person at the meeting in respect of which the proxy is appointed or at any adjournment of it

FORM OF PROXY ર્ભ

୧୧ । An instrument appointing a proxy shall
- (a) the Board may approve Subject thereto, the appointment of a proxy may be
  - ın hard copy form, or (1)
  - (11) = in electronic form, if the Company agrees (or is deemed by the CA 2006 to have agreed).
- (b) whether made in hard copy form or in electronic form, be signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, under its common seal or signed by some officer or attorney or other person duly authorised in that behalf,
- (c) be deemed (subject to any contrary direction contained in the same) to confer authority to demand or join in demanding a poll, to speak and to vote on any resolution or amendment of a resolution put to the meeting for which it is given, as the proxy considers appropriate,
- (d) meeting as for the meeting to which it relates, and

(e) where it is stated to apply to more than one meeting, be valid for all such meetings as well as for any adjournment of any such meetings

RECEIPT OF PROXY 67

67 1 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a copy of such authority certified notarially or in some other way approved by the Board, shall
- (a) if in hard copy form, be deposited at the Office or at such other place or places within the United Kingdom as is specified in the notice convening the meeting or in any notice of any adjourned meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time of the holding of the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or
- (b) = if in electronic form, be received at any address to which the appointment of a proxy may be sent by electronic means pursuant to a provision of the CA 2006 or any other address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form
  - in the notice convening the meeting (or any adjourned meeting), or (1)
  - (11) = in any instrument of proxy sent out by the Company in relation to the meeting (or any adjourned meeting), or
  - (11) = in any invitation to appoint a proxy issued by the Company in relation to the meeting,

not less than 48 hours before the time for holding the meeting (or adjourned meeting) at which the person named in the appointment proposes to vote,

(c) in either case, if a poll is taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll, or
(d) = if in hard copy form, where the poll is not taken immediately but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the Chairman of the meeting or to any Director,

and an instrument of proxy not deposited or delivered or received in a manner so permitted shall be invalid No instrument appointing a proxy shall be valid after the expiry of 12 months from whichever is the earlier of the date named in it as the date of its execution or the date on which notice of the appointment was received by the Company, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within 12 months from such date

67 2 Any appointment of a proxy in electronic form which is rejected by any arrangements relating to the detection of computer viruses shall not be treated as received by the Company
67 3 any part of a day that is not a working day

68 UNCERTIFICATED PROXY INSTRUCTION

68 1 Without limitation to Article 67, in relation to any shares which are held in uncertificated form, the Board may from time to time permit appointments of a proxy to be made in electronic form in the form of an Uncertificated Proxy Instruction, (that 1s, a properly authenticated dematerialised instruction, and/or other instruction or notification, which is sent by means of the relevant system concerned and received by the participant in that system acting on behalf of the Company as the Board may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Board (subject always to the facilities and requirements of the relevant system concerned)), and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means
68 2 The Board may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and/or other instruction or notification) is to be treated as received by the Company or such participant The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder

MORE THAN ONE PROXY MAY BE APPOINTED 69

69 1 A member may appoint more than one proxy to attend on the same occasion, provided that each proxy is appointed in respect of different shares held by him If more than one proxy is appointed in respect of the same share to act at the same meeting and in respect of the same matter, only the last appointment received will be treated as valid (regardless of its date or the date of its execution) and irrespective of the means by which it was submitted) If the Board is unable to determine which proxy is the last appointment received then the Board may (in its absolute discretion) determine which appointment is valid or whether any or none of them are valid and its decision shall be final

BOARD MAY SUPPLY PROXY CARDS 70

70 1 The Board may at the expense of the Company send instruments of proxy in hard copy form (reply-paid or otherwise) to members for use at any annual general meeting or general meeting or at any separate meeting of the holders of any class of shares, either in blank or nominating in the alternative any one or more of the Directors or any other persons and may issue invitations in electronic form to appoint a proxy in relation to any such meeting in such form as may be approved by the Board If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the expense of the Company, such invitations shall, subject to Article 50, be issued to all (and not some only) of the members entitled to be sent a notice of the meeting and to vote at the same by proxy

REVOCATION OF PROXY 71

71 1 - A vote given or poll demanded in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share in respect of which the instrument of proxy is given, unless notice of such death, mental disorder, revocation or transfer shall have been received by the Company at least 48 hours before the commencement of the meeting or the adjourned meeting or the taking of the poll at which the instrument of proxy is used either in hard copy form at the Office, or at such other place or address as has been appointed for the deposit or receipt of instruments of proxy in accordance with Article 67 1(a) or in electronic form received at the address (if any) specified by or on behalf of the Company in accordance with Article 67 1(b) (or such address as the Company may be deemed by CA 2006 to have agreed), regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form

CORPORATE REPRESENTATIVE 72

72 1 directors or other governing body, authorise any persons to act as its representative or representatives at any annual general meeting or general meeting of the Company or at any separate meeting of the holders of any class of shares Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation's holding of shares to which the authority relates) as the corporation could exercise if it were an individual member The corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person or persons so authorised is/are present at it, and all references to attendance and voting in person shall be construed accordingly A Director, the Secretary or some person authorised for the purpose by the Secretary may (but shall not be bound to) require the representative or representatives to produce a certified copy of the resolution so authorising him/them or such other evidence of his/their authority reasonably satisfactory to them before permitting him/them to exercise his/their powers in relation to the Company

FAILURE TO DISCLOSE INTERESTS IN SHARES 73

73 1 If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice pursuant to section 793 CA 2006 (a "section 793 notice") and has failed in relation to any shares (the "default shares", which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information thereby required within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board otherwise determines
- (a) to speak or vote (either in person or by representative or proxy) at any annual general meeting or general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll, and
- (b) where the default shares represent at least 0 25 per cent in nominal value of the issued shares of their class (calculated exclusive of shares held as treasury shares)
  - (1) -- any dividend or other money payable in respect of the default shares shall be withheld by the Company, which shall not have any obligation

to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 142, to receive shares instead of that dividend, and

(11) (subject to the requirements of the relevant system where the default shares are in uncertificated form) no transfer, other than an excepted transfer, of any default shares held by the member shall be registered unless
- (A) the member is not himself in default as regards supplying the information required, and
- (B) the member proves to the satisfaction of the Board that no person in default as regards supplying such information is ınterested in any of the shares the subject of the transfer

Any section 793 notice may treat certificated and uncertificated shares of a member as separate holdings and either apply only to certificated shares or make provision for certificated and uncertificated shares In the case of default shares in uncertificated form the Directors may only use their discretion to prevent transfers of such default shares to the extent allowed by the Regulations

73 2 Where the sanctions under Article 73 1 apply in relation to any default shares, they shall cease to have effect (and any dividends withheld under Article 73 1(b) shall become payable)
- (a) respect of the default shares transferred, or
- (b) determine) following receipt by the Company of the information required by the notice mentioned in that paragraph and the Board being fully satisfied that such information is full and complete
73 3 Where, on the basis of information obtained from a member in respect of any share held by him, the Company issues a section 793 notice to any other person, it shall at the same time send a copy of the section 793 notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 73 1
73 4 Where default shares in which a person appears to be interested are held by a Custodian. the provisions of this Article 73 shall be treated as applying only to those shares held by the Custodian in which such person appears to be interested and not (insofar as such person's apparent interest is concerned) to any other shares held by the Custodian
73 5 Where the member on which a section 793 notice is served is a Custodian acting in its capacity as such, the obligations of the Custodian as a member of the Company shall be lımited to disclosing to the Company such information relating to any person appearing to be interested in the shares held by it as has been recorded by it pursuant to the arrangements entered into by the Company or approved by the Board pursuant to which it was appointed as a Custodian
73 6 For the purposes of this Article 73
- (a) a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice from anyone else) knows or has reasonable cause to believe that the person 1s, or may be, so interested,
- (b) "interested" shall be construed as it is for the purpose of section 821 CA 2006,
- (c) reference to a person having failed to give the Company the information required by a section 793 notice, or being in default as regards supplying such information, includes reference
  - (1)
  - (11) to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular,
- (d) = "prescribed period" means 14 days from the date of service of the section 793 notice,
- (e)
  - (1) a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 CA 2006), or
(11) a transfer in consequence of a sale made through a recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000) or any other stock exchange outside the United Kingdom on which the Company's shares are normally traded, or
(111) consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares
73 7 Nothing contained in this Article 73 shall be taken to limit the powers of the Company under section 794 CA 2006

UNTRACED MEMBERS

74 POWER OF SALE

74 1 The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, provided that
- (a) during the period of 12 years prior to the date of the publication of the advertisements referred to in sub-paragraph 74 1(b) below (or, if published on different dates, the earlier or earliest thereof) (the "Qualifying Period") no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address on the Register or other last known address given by the member or person to the Company to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person, provided that during the Qualifying Perrod the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it,
- on or after expiry of the Qualifying Period the Company has given notice of its (b) intention to sell such share by advertisements in two newspapers of which one shall be a national newspaper published in the United Kingdom and the other shall be a newspaper circulating in the area of the address on the Register or other last known address of the member or the person entitled by transmission to the share or the address for the service of notices notified under Article 151,
(c) such advertisements, if not published on the same day, shall have been published within 30 days of each other, and
(d) such advertisements (or, if published on different dates, the later or latest thereof) and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission
74 2 To give effect to any sale of shares pursuant to this Article the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register notwithstanding the absence of any share certificate being lodged in respect thereof and may issue a new certificate to the transferee An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or the person entitled by transmission to, the shares The purchaser shall not be bound to see to the application of the purchase moneys, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale
74 3 If during the Qualifying Period, or during any period ending on the date when all the requirements of paragraphs (a) to (d) of Article 74 1 have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of paragraphs (b) to (d) of Article 74 1 have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares

APPLICATION OF PROCEEDS OF SALE 75

75 1 The Company shall account to the member or other person entitled to such share for the net proceeds of such sale by carrying all moneys in respect thereof to a separate account The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such moneys carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may from time to time consider appropriate No interest shall be payable to such member or other person in respect of such moneys and the Company shall not be required to account for any money earned on them

PRESIDENT

APPOINTMENT OF PRESIDENT 76

76 ! The Board may appoint any person who is or has been a Director and who in the opinion of the Board has rendered outstanding services to the Company to be President and may determine the period for which he is to hold office Any such appointment may be made on such terms as to remuneration and otherwise as the Board may think fit and may be terminated by the Board

DUTIES OF PRESIDENT 77

77 1 - It shall be the duty of the President to advise the Board on such matters as he or it may deem to be of interest to the Company The President shall not by virtue of his office as such have any powers or duties in relation to the management of the business of the Company and shall not by virtue of his office as such be a Director

APPOINTMENT. RETIREMENT AND REMOVAL OF DIRECTORS

NUMBER OF DIRECTORS 78

78 1 Unless and until otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall not be subject to any maximum number but shall not be less than two

POWER OF COMPANY TO APPOINT DIRECTORS 79 -

79 1 Subject to the provisions of these Articles, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, enther to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles

POWER OF BOARD TO APPOINT DIRECTORS 80 -

80 1 Without prejudice to the power of the Company to appoint any person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles Any Director so appointed shall retire and be eligible for election at the annual general meeting of the Company next following such appointment

81 -APPOINTMENT OF EXECUTIVE DIRECTORS

81 1 Subject to the provisions of the Companies Acts, the Board may from time to time appoint one or more of its body to hold any employment or executive office (including that of Chief Executive or Managing Director) for such term (subject to the provisions of the Companies Acts) and subject to such other conditions as the Board considers appropriate in accordance with Article 103 The Board may revoke or terminate any such appointment without prejudice to any claim for damages for breach of contract between the Director and the Company
81 2 Unless the Board resolves to the contrary, the appointment of a Director to an executive office shall terminate if he ceases to be a Director but without prejudice to the any rights or claims which he may have against the Company by reason of such cessation

ELIGIBILITY OF NEW DIRECTORS 82

82 1 No person, other than a Director retiring, shall be appointed or re-appointed a Director at any annual general meeting or general meeting unless
- he is recommended by the Board, or (a)
- (b) not less than seven nor more than 42 clear days before the date appointed for the meeting, notice duly executed by a member (other than the person to be proposed) entitled to vote at the meeting has been given to the Company of the intention to propose that person for appointment or re-appointment, stating the particulars which would, if he were so appointed or re-appointed, be required to be included in the Company's register of directors, together with notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office

જર SHARE QUALIFICATION

83 1 - A Director shall not be required to hold any shares of the Company

RESOLUTION FOR APPOINTMENT 84

84 1 - A resolution for the appointment of two or more persons as Directors by a single resolution shall be void unless an ordinary resolution that it shall be so proposed has first been agreed to by the meeting without any vote being given against it

ANNUAL RETIREMENT OF DIRECTORS પુ

85 1 - At each annual general meeting of the Company all of the Directors holding office at the start of business on the day of the notice convening such meeting shall retire from office and if willing to do so each such Director may offer himself for re-election at such meeting

POSITION OF RETIRING DIRECTORS જર

86 1 A Director who retires at an annual general meeting may, if willing to act, be reappointed If he is not re-appointed or deemed to have been re-appointed, he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting

RE-ELECTION OF RETIRING DIRECTORS 87 -

87 1 At any annual general meeting at which a Director retires under any provision of these Articles, the Company may by ordinary resolution fill the office being vacated by electing thereto the retiring Director or some other person eligible for election In default the retiring Director shall be deemed to have been elected except in any of the following cases
- (a) where at such meeting it is expressly resolved not to fill such office or a resolution for the election of such Director is put to the meeting and lost,
- (b) where such Director has given notice in writing to the Company that he is unwilling to be re-elected, or
- (c) where the default is due to the moving of a resolution in contravention of Artıcle 84, or
- (d) = where such Director is for any other reason no longer eligible for re-election
87 2 The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his 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
87 3 or re-election of the persons eligible for election or re-election as directors for the succeeding year are put to the meeting and lost such that the number of directors re-

elected or elected is fewer than the minimum number of directors for the time being in force under Artıcle 78, then

(a) all such eligible persons who are directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as directors and shall remain in office but so that such directors may only act for the purpose of filling board vacancies, summoning general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern but not for any other purpose,
(b) such directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in Article 87 3(a) at which all the directors shall retire from office - To the extent that the circumstances envisaged in Article 87 3(a) occur in relation to any meeting convened pursuant to this Article 87 3(b), then the provisions of this Article 87 3 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings

88 REMOVAL BY ORDINARY RESOLUTION

88 1 - In addition to any power of removal conferred by the Companies Acts, the Company may by ordinary resolution remove any Director before the expiration of his period of office, but without prejudice to any claim for damages which he may have for breach of any contract of service between him and the Company, and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a Director in his place Any person so appointed shall be treated, for the purposes of determining the time at which he is to retire, as if he had become a Director on the day on which the person in whose place he is appointed was last appointed or re-appointed a Director

VACATION OF OFFICE BY DIRECTOR 89

89 1 Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if
- (a) he resigns by notice in writing delivered to the Secretary at the Office or tendered at a Board meeting,
(b) he ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Companies Acts or becomes prohibited by law from being a Director,
(c) he becomes bankrupt, has an interim receiving order made against him, makes any arrangement or compounds with his creditors generally or applies to the court for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act,
(d) a registered medical practitioner who is treating that person 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,
(e) or partly prevents that person from personally exercising any powers or rights which that person would otherwise have, or
(f) both he and his alternate Director appointed pursuant to the provisions of these Articles (if any) are absent, without the permission of the Board, from Board meetings for six consecutive months and the Board resolves that his office be vacated

RESOLUTION AS TO VACANCY CONCLUSIVE 90 -

90 1 Article 89 shall be conclusive as to the fact and grounds of vacation stated in the resolutıon

ALTERNATE DIRECTORS

91 APPOINTMENTS

91 1 Each Director (other than an alternate Director) may, by notice to the Company which shall be in a hard copy form or in electronic form sent to such address (if any) for the time being specified by the Company for that purpose or, in default of such specification, to the Office, appoint any other Director or any person approved for that purpose by the Board and willing to act, to be his alternate

91 2 No appointment of an alternate Director who is not already a Director shall be effective until his consent to act as a Director in the form prescribed by the Companies Acts has been received at the Office
91 3 An alternate Director need not hold a share qualification and shall not be counted in reckoning any maximum or minimum number of Directors allowed by these Articles

PARTICIPATION IN BOARD MEETINGS 92

92 1 Every alternate Director shall (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him) be entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in the absence from such meetings of his appointor, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor A Director acting as alternate Director shall have, in addition to his own vote ( if any) a separate vote at Board meetings for each Director for whom he acts as alternate Director, but he shall count as only one for the purpose of determining whether a quorum is present

ALTERNATE DIRECTOR RESPONSIBLE FOR OWN ACTS 03

93 1 Every person acting as an alternate Director shall be an officer of the Company, shall alone be responsible to the Company for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him Accordingly, except where the context requires otherwise, a reference to a Director shall be deemed to include a reference to an alternate Director

INTERESTS OF ALTERNATE DIRECTOR 94

94 1 - An alternate Director shall, save as otherwise provided in these Articles, be entitled to contract and be interested in and benefit from contracts or arrangements with the Company and to be repaid expenses and to be indemnified to the same extent as if he were a Director However, he shall not be entitled to receive from the Company any fees for his services as alternate, except only such part (if any) of the fee payable to his appointor as such appointor may by notice in writing to the Company direct

REVOCATION OF APPOINTMENT પુ

An alternate Director shall cease to be an alternate Director 05 |
- (a) if he resigns his office by notice in writing to the Company, or
(b) be in a hard copy form or in electronic form sent to such address (if any) for the time being specified by the Company for that purpose or, in default of such specification, to the Office, or
(c) if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his retirement shall remain in force, or
(d) = if any event happens in relation to him which, if he were a Director otherwise appointed, would cause him to vacate office

DIRECTORS' REMUNERATION. EXPENSES AND PENSIONS

REMUNERATION OF NON-EXECUTIVE DIRECTORS 96

96 1 - The ordinary remuneration of the Directors who do not hold executive office for their services (excluding amounts payable under any other provision of these Articles) shall not exceed in aggregate £1,500,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine Subject thereto, each such Director shall be paid a fee for their services (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the Board

EXPENSES 97

97 1 Each Director shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or annual general meetings or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company

ADDITIONAL REMUNERATION 98

98 1 If by arrangement with the Board any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office with the Company, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may from time determine

REMUNERATION OF EXECUTIVE DIRECTORS ర్థి

991 The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with the provisions of these Articles shall be determined by the Board and may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or in lieu of any fee payable to him for his services as Director pursuant to these Articles

100 PENSIONS AND OTHER BENEFITS

100 1 The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for, or to institute and maintain any institution, association, society, club, trust, other establishment or profitsharing, share incentive, share purchase or employees' share scheme calculated to advance the interests of the Company or to benefit, any person who is or has at any time been a Director or employee of the Company or any company which is a holding company or a subsidiary undertaking of or allied to or associated with the Company or any such holding company or subsidiary undertaking or any predecessor in business of the Company or of any such holding company or subsidiary undertaking, and for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him For such purpose the Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the provisions of the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the aforesand matters The Board may procure any of such matters to be done by the Company either alone or in conjunction with any other person Any Director or former Director shall be entitled to receive and retain for his own benefit any pension or other benefit provided under this Article and shall not be obliged to account for it to the Company and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company

POWERS AND DUTIES OF THE BOARD

POWERS OF THE BOARD 101

101 1 Subject to the provisions of the Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not No alteration of these Articles and no

રી

such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given - Provisions contained elsewhere in these Articles as to any specific power of the Board shall not be deemed to limit the general powers given by this Article

POWERS OF DIRECTORS BEING LESS THAN MINIMUM NUMBER 102 =

1021 The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in their number However, if the number of Directors is less than the minimum for the time being prescribed by these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment If there are no Director or Directors able or willing to act, any two members may summon a general meeting for the purpose of appointing Directors Subject to the provisions of these Articles, any additional Director so appointed shall hold office only until the dissolution of the annual general meeting of the Company next following such appointment unless he is re-elected during such meeting

POWERS OF EXECUTIVE DIRECTORS 103 =

103 1 The Board may from time to time
- (a) delegate or entrust to and confer on any Director holding executive office (including a Chief Executive or Managing Director) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on such terms and subject to such conditions as it considers appropriate, and
- (b) revoke, withdraw, alter or vary all or any of such powers

DELEGATION TO COMMITTEES 104

104 1 The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it considers appropriate to any committee consisting of one or more Directors and (if considered appropriate) one or more other persons, provided that
- (a)
- (b) = no resolution of a committee shall be effective unless a majority of those present when it is passed are Directors or alternate Directors

104 2 The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may from tume to time revoke, withdraw, alter or vary any of such powers and discharge any such committee in whole or in part Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee

105 LOCAL MANAGEMENT

105 1 The Board may establish any local or divisional boards or agencies for managing any of the affairs of the Company in any specified locality, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration - The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members from time to time of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies, and any such appointment or delegation may be made for such time, on such terms and subject to such conditions as the Board may consider appropriate The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, alter or vary all or any of such powers Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying

POWER OF ATTORNEY 106

106 1 The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and subject to such conditions as it considers appropriate, including any provisions for the protection and convenience of anybody dealing with the agent The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, alter or vary any of such powers

107 ASSOCIATE DIRECTORS

107 1 The Board may appoint any person (not being a Director) to any office or employment having a designation or title including the word "director" or attach to any existing office or employment with the Company such designation or title and may terminate any such appointment or the use of such designation or title The inclusion of the word "director" in the designation or title of any such office or employment shall not imply that such person is, or is deemed to be, or is empowered in any respect to act as, a Director for any of the purposes of the Companies Acts or these Articles

EXERCISE OF VOTING POWER 108

108 1 The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner in all respects as it considers appropriate (including the exercise of the voting power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company)

PROVISION FOR EMPLOYEES 100

109 1 The Board may exercise any power conferred on the Directors by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of his family or any person who is dependent on him) in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertakıng

110 OVERSEAS REGISTERS

110 1 Subject to the provisions of the Companies Acts, the Board may exercise the powers conferred on the Company with regard to the keeping of an overseas branch, local or other register and may make and vary such regulations as it considers appropriate respecting the keeping of any such register

BORROWING POWERS 111

111 1 The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and

future) and uncalled capital of the Company and, subject to the provisions of the Companies Acts, to create and issue debenture and other loan stock and debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party

112 CHANGE OF NAME

Subject to the provisions of these Articles the Board may, by way of a resolution passed at any Board meeting, change the name of the Company

PROCEEDINGS OF DIRECTORS AND COMMITTEES

BOARD MEETINGS 113

113 1 Subject to the provisions of these Articles, the Board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it considers appropriate

NOTICE OF BOARD MEETINGS 114 -

114 1 Any Director may, and the Secretary at the request of a Director shall, summon a Board meeting at any time on reasonable notice Notice of a Board meeting may be given to a Director personally or by word of mouth or given in hard copy form or in electronic form to him at such address as he may from time to time specify for this purpose (or, if he does not specify an address, at his last known address) A Director may warve notice of any Board meeting either prospectively or retrospectively

QUORUM । । ਦ

115 1 The quorum necessary for the transaction of business may be determined by the Board and until otherwise determined shall be two persons, each being a Director or, if his appointor is not present, an alternate Director A duly convened meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions from time to time vested in or exercisable by the Board If a quorum would not otherwise be present, and subject to the provisions of these Articles, any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of the Board meeting if no Director objects

CHAIRMAN OF BOARD 116

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116 1 The Board may appoint one or more of its body Chairman or joint Chairmen and one or more of its body deputy Chairman or joint deputy Chairmen of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office If no such Chairman, joint Chairmen or deputy Chairman or joint deputy Chairmen is/are elected, or if at any meeting neither a Chairman, joint Chairmen, nor a deputy Chairman or joint deputy Chairmen is/are present within five minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be Chairman of such meeting In the event of two or more joint Chairmen or, in the absence of a Chairman, two or more deputy Chairmen being present, the joint Chairman or deputy Chairman to act as Chairman of the meeting shall be decided by those Directors present Any Chairman or deputy Chairman may also hold executive office under the Company

VOTING 117

117 1 Questions arising at any meeting of the Board or committee of the Board shall be determined by a majority of votes In the case of an equality of votes the Chairman of that meeting shall have a second or casting vote

118 PARTICIPATION BY TELEPHONE OR VIDEO CONFERENCE

118 1 Without prejudice to Article 113, any Director or, in the absence of his appointer, an alternate Director may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or video conference or any other form of electronic means, provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting, or by a series of telephone calls or video conferences or by exchange of communications in any other electronic form from and to the Chairman of the meeting
118 2 A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in a quorum and be entitled to vote A meeting which takes place by a series of telephone calls or video conferences or by exchange of communications in any other form of electronic means shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the Chairman of the meeting then is
118 3 A resolution passed at any meeting held in the above manner, and signed by the Charman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held

રેર

RESOLUTION IN WRITING 119

119 1 A resolution in writing executed by all the Directors from time entitled to receive notice of a Board meeting and to vote on the resolution at a Board meeting, not being less than a quorum, or by all the members of a committee of the Board for the time entitled to receive notice of such committee meeting and to vote on the resolution at such committee meeting, not being less than a quorum of that committee, shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be) For this purpose
- (a) a Director signifies his agreement to a proposed written resolution when the Company receives from him a document indicating his agreement to the resolution authenticated in the manner permitted by the Companies Acts for a document in the relevant form,
- (b) a Director so signifying his agreement to a proposed written resolution may send the document in hard copy form or in electronic form to such address (if any) for the time being specified by the Company for that purpose, or in default of such specification, to the Office,
- (c) if an alternate Director signifies his agreement to the proposed written resolution, his appointor need not also signify his agreement, and
- (d) = if a Director signifies his agreement to the proposed written resolution, an alternate Director appointed by him need not also signify his agreement in that capacıty

120 PROCEEDINGS OF COMMITTEES

120 1 All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject thereto shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying

MINUTES OF PROCEEDINGS 121

121 1 The Board shall cause minutes to be made in books kept for the purpose of recording
- (a) all appointments of officers and committees made by the Board and of any such officer's salary or remuneration, and
(b) the Board, of the Company or of the holders of any class of shares or debentures of the Company, and all orders, resolutions and proceedings of such meetings
121 2 Any such minutes, if purporting to be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in such minutes without any further proof

122 VALIDITY OF PROCEEDINGS

122 1 All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any person or persons acting as aforesaid, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office, be as valid as if every such person had been duly appointed, and was duly qualified and had continued to be a Director, alternate Director or member of a committee and entitled to vote

DIRECTORS' INTERESTS

123 DIRECTORS INTERESTS OTHER THAN IN RELATION TO TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY

123 1 If a situation (a "Relevant Situation") arises in which a Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company (including, without limitation, in relation to the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it, but excluding any situation which cannot reasonably be regarded as likely to give rise to a conflict of interest) the following provisions shall apply if the conflict of interest does not arise in relation to a transaction or arrangement with the Company
- (a) if the Relevant Situation arises from the appointment or proposed appointment of a person as a Director of the Company, the Directors (other than the Director, and any other Director with a similar interest, who shall not be counted in the quorum at the meeting and shall not vote on the resolution) may resolve to authorise the appointment of the Director and the Relevant Situation on such terms as they may determine,
(b) above, the Directors (other than the Director, and any other Director with a similar interest, who shall not be counted in the quorum at the meeting and shall not vote on the resolution) may resolve to authorise the Relevant Situation and the continuing performance by the Director of his duties on such terms as they may determine
123 2 Any reference in Article 123 1 above to a conflict of interest includes a conflict of interest and duty and a conflict of duties
123 3 Any terms determined by Directors under Articles 123 1(a) or 123 1(b) above may be imposed at the time of the authorisation or may be imposed or varied subsequently and may include (without limitation)
- (a) whether the interested Director(s) may vote (or be counted in the quorum at a meeting) in relation to any resolution relating to the Relevant Situation,
- (b) the exclusion of the interested Director(s) from all information and discussion by the Company of the Relevant Situation, and
- (c) (without prejudice to general obligations of confidentiality) the application to the interested Director(s) of a strict duty of confidentiality to the Company in respect of any confidential information of the Company in relation to the Relevant Situation
123 4 An interested Director must act in accordance with any terms determined by the directors under Articles 123 1(a) or 123 1(b) above
123 5 Except as specified in Article 123 1 above, any proposal made to the Directors and any authorisation by the Directors in relation to a Relevant Situation shall be dealt with in the same way as any other may be proposed to and resolved upon by the Directors in accordance with the provisions of these Articles
123 6 Any authorisation of a Relevant Situation given by the Directors under Article 123 1 above may provide that, where the interested Director(s) obtain(s) (other than through his/their position as (a) Director(s) of the Company) information that is confidential to a third party, he/they will not be obliged to disclose it to the Company or to use it in relation to the Company's affairs in circumstances where to do so would amount to a breach of that confidence

124 DECLARATION OF INTERESTS OTHER THAN IN RELATION TO TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY

124 1 A Director shall declare the nature and extent of his interest in a Relevant Stuation within Article 123 1(a) or 123 1(b) to the other Directors

125 DECLARATION OF INTERESTS IN A PROPOSED TRANSACTION OR ARRANGEMENT WITH THE COMPANY

125 1 If a Director is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company, he must declare the nature and extent of that interest to the other Directors

126 DECLARATION OF INTEREST IN AN EXISTING TRANSACTION OR ARRANGEMENT WITH THE COMPANY

126 1 Where a Director is in any way, directly, interested in a transaction or arrangement that has been entered into by the Company, he must declare the nature and extent of his interest to ther Directors, unless the interest has already been declared under Article 125 above

127 PROVISIONS APPLICABLE TO DECLARATIONS OF INTEREST

127 1 The declaration of a Director's interest must (in the case of Article 126) and may, but need not (in the case of Article 124 or 125) be made
- at a meeting of the Directors, or (a)
- (b) by notice to the Directors in accordance with
  - section 184 of CA 2006 (notice in writing), or (1)
  - (11) section 185 of CA 2006 (general notice)
1272 If a declaration of a Director's interest proves to be, or becomes, inaccurate or incomplete, a further declaration must be made
127 3 Any declaration of a Director's interest required by Article 124 above must be made as soon as is reasonably practicable
127 4 Fallure to comply with Article 127 3 does not affect the underlying duty under Article 124 to make the declaration of interest
127 5 Any declaration of a Director's interest required by Article 125 above must be made before the Company enters into the transaction or arrangement
127 6 Any declaration of a Director's interest required by Article 126 above must be made as soon as is reasonably practicable
127 7 Failure to comply with Articles 127 5 or 127 6 does not affect the underlying duty to make the declaration of interest
1278 A declaration in relation to a Director's interest of which the interested Director is not aware, or where the Director is not aware of the transaction or arrangement in question, is not required For this purpose, a Director is treated as being aware of matters of which he ought reasonably to be aware
127 9 A Director need not declare an interest
- (a)
- (b) purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware), or
- (c) or are to be considered
  - by a meeting of the Directors, or (t)
  - (11) a committee of the Directors appointed for the purpose under these Articles

128 DIRECTORS' INTERESTS AND VOTING

128 1 Subject to the Companies Acts and to declaring his interest in accordance with Article 124, 125 or 126 above, a Director may
- (a) enter into or be interested in any transaction or arrangement with the Company, either with regard to his tenure of any office or position in the management, administration or conduct of the business of the Company or as vendor, purchaser or otherwise,
- (b) auditor) in conjunction with his office of Director for such period (subject to the

Companies Acts) and upon such terms as the Board may decide and be paid such extra remuneration for so doing (whether by way of salary, commission, participation in profits or otherwise) as the Board may decide, either in addition to or in lieu of any remuneration under any other provision of these Articles,

act by himself or his firm in a professional capacity for the Company (except as (c) = auditor) and be entitled to remuneration for professional services as if he were not a Director,
(d) be or become a member or director of, or hold any other office or place of profit with, or otherwise be interested in, any holding company or subsidiary undertaking of that holding company or any other company in which the Company may be interested The Board may cause the voting rights conferred by the shares in any other company owned or controlled by the Company or exercisable by them as Directors of that other company to be exercised in such manner in all respects as it thinks fit (including the exercise of voting rights in favour of any resolution appointing the directors or any of them as directors or officers of the other company or voting or providing for the payment of any benefit to the directors or officers of the other company), and
(e) be or become a Director or officer of any other company in which the Company does not have an interest if that cannot reasonably be regarded as likely to give rise to a conflict of interest at the time of his appointment as a Director or officer of that other company
128 2 A Director shall not, by reason of his holding office as Director (or of the fiductary relationship established by holding that office), be liable to account to the Company for any remuneration, profit or other benefit resulting from
- (a) any Relevant Situation authorised under Article 123 1, or
- (b) any interest permitted under Article 128 1,
- (c) and no contract shall be liable to be avoided on the grounds of any Director having any type of interest authorised under Article 123 1 or permitted under Artıcle 128 1
128 3 A Director shall not vote (or be counted in the quorum at any Board meeting or meeting of a committee of the Board) in respect of any resolution concerning his own appointment (including fixing or varying its terms), or the termination of his own

appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested but, where proposals are under consideration concerning the appointment (including fixing or varying its terms), or the termination of the appointment, of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, those proposals may be divided and a separate resolution may be put in relation to each Director and in that case each of the Directors concerned (if not otherwise debarred from voting under this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution unless it concerns his own appointment or the termination of his own appointment

128 4 A Director shall also not vote (or be counted in the quorum at any Board meeting or meeting of a committee of the Board) in relation to any resolution relating to any transaction or arrangement with the Company in which he has an interest which may reasonably be regarded as likely to give rise to a conflict of interest and, if he purports to do so, his vote shall not be counted, but this prohibition shall not apply, and a Director may vote (and be counted in the quorum), in respect of any resolution concerning one or more of the following matters
- (a) any transaction or arrangement in which he is interested by virtue of an interest in shares, debentures or other securities of the Company or otherwise in or through the Company,
- (b) the giving of any guarantee, security or indemnity in respect of
  - (1) money lent or obligations incurred by him or by any other person at the request of, or for the benefit of, the Company or any of its subsidiary undertakings; or
  - (11) a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part (either alone or jointly with others) under a guarantee or indemnity or by the giving of security,
- (c) any issue or offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings in respect of which he is or may be entitled to participate in his capacity as a holder of any such securities or as an underwriter or sub-underwriter,
(d) any transaction or arrangement concerning any other company in which he does not hold, directly or indirectly as shareholder, or through his direct or indirect holding of financial instruments (within the meaning of Chapter 5 of the Disclosure and Transparency Rules) voting rights representing 1 per cent or more of any class of shares in the capital of that company,
(e) any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which does not accord to him any privilege or benefit not generally accorded to the employees to whom the arrangement relates,
(f) in relation to the performance of his duties on behalf of the Company or of any of its subsidiary undertakings, and
(g) the purchase or maintenance of insurance for the benefit of Directors or for the benefit of persons including Directors
128 5 In the case of an alternate Director, an interest of his appointor shall be treated as an interest of the alternate Director in addition to any interest which the alternate Director otherwise has
128 6 If any question arises at any Board meeting of a committee of the Board as to whether an interest of a Director (other than the Chairman of the meeting) may reasonably be regarded as likely to give rise to a conflict of interest or as to the entitlement of any Director (other than the Chairman of the meeting) to vote (or be counted in the quorum) in relation to a transaction or arrangement with the Company and the question is not resolved by his voluntarily agreeing to abstain from voting (or being counted in the quorum), the question shall be referred to the Chairman of the meeting and his ruling in relation to the Director concerned shall be final and conclusive, except in a case where the nature or extent of the interest of the Director concerned, so far as known to him, has not been disclosed in accordance with this Article If any such question shall arise in respect of the Chairman of the meeting, and is not resolved by his voluntarily agreeing to abstain from voting (and/or being counted in the quorum), the question shall be decided by a resolution of the Board (for which purpose the Charman shall be counted in the quorum but shall not vote on the matter) and the resolution shall be final and conclusive, except in a case where the nature or extent of the interest of the Charman of the meeting, so far as known to him, has not been disclosed in accordance with this Article

ર્સ્વ

128 7 Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of this Article to any extent or ratify any transaction or arrangement not duly authorised or permitted by reason of a contravention of this Article

AUTHENTICATION OF DOCUMENTS

129 POWER TO AUTHENTICATE DOCUMENTS

129 1 Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer of the Company having their custody shall be deemed to be a person appointed by the Board for this purpose A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of any separate meeting of the holders of any class of the Company, or of the Board or any committee of the Board which is so certified, shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting

SEALS

130 SAFE CUSTODY

130 1 The Board shall provide for the safe custody of the Seal and of any other seal of the Company

131 APPLICATION OF SEALS

1311 The Seal shall be used only by the authority of a resolution of the Board or of a committee of the Board so authorised The Board may determine whether any unstrument to which the Seal is affixed shall be signed and, if it is to be signed, who shall sign it and by what means The Board may also determine, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical or other means Unless otherwise so determined

(a) = share certificates and, subject to the provisions of any instrument constituting the same, certificates issued under the Seal in respect of any debentures or other securities need not be signed and any signature may be affixed to or printed on any such certificate by any means approved by the Board, and
(b) every other instrument to which the Seal is affixed shall be signed by one Director and by the Secretary, by two Directors or by one Director in the presence of a witness who attests the signature
131 2 Every certificate or share warrant shall be issued either under the Seal (which may be affixed to it or printed on it by mechanical or other means) or in such other manner as the Board, having regard to the terms of issue, the Companies Acts and the Rules, may authorise and all references in these Articles to the Seal shall be construed accordingly
131 3 An instrument executed by a Director and the Secretary or two Directors or a single director in the presence of a witness, with the authority of a resolution of the Board, and expressed to be executed by the Company shall have the same effect as if executed under the Seal

THE SECRETARY

THE SECRETARY 132

132 1 Subject to the provisions of the Companies Acts, the Board shall appoint a Secretary or 101nt Secretaries and shall have power to appoint one or more persons to be an assistant or deputy Secretary at such remuneration and on such terms and conditions as it considers appropriate and any such person so appointed may be removed by the Board but without prejudice to any claim for damages for breach of any contract of service between him and the Company
132 2 Any provision of the Companies Acts or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary

DIVIDENDS AND OTHER PAYMENTS

133 DECLARATION OF DIVIDENDS

133 1 Subject to the Companies Acts and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights

and interests in the profits of the Company However, no dividend shall exceed the amount recommended by the Board

134 INTERIM DIVIDENDS

134 1 Subject to the Companies Acts, the Board may declare and pay such interim dividends (including any dividend payable at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution If at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividend as well as on shares conferring preferential rights, unless at the time of payment any preferential dividend is in arrears Provided that the Board acts in good faith, it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer by the lawful payment of any interim dividend on any shares ranking after or equally with those with preferential rights

ENTITLEMENT TO DIVIDENDS 135 -

135 1 Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid Subject as aforesaid, all dividends shall be apportioned and paid proportionately to the amounts paid up 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

CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS 136

136 1 The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company

DISTRIBUTION IN SPECIE 137

137 1 The Board may, with the authority of an ordinary resolution of the Company, direct that payment of any dividend declared may be satısfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways - Where any difficulty arises in regard to such distribution, the Board may settle it as it considers appropriate In particular, the Board may

(a) issue fractional certificates (or ignore fractions),
(b) fix the value for distribution of such assets or any part thereof and determine that cash payments may be made to any members on the footing of the value so fixed, in order to adjust the rights of members, and
(c)

138 DIVIDENDS NOT TO BEAR INTEREST

1381 Unless otherwise provided by the rights attached to the share, no dividend or other moneys payable by the Company or in respect of a share shall bear interest as against the Company

METHOD OF PAYMENT 139

139 1 The Company may pay any dividend, interest or other sum payable in respect of a share ın cash or by dırect debit, bank transfer, cheque, dıvidend warrant, or money order or by any other method (including by electronic means) as the Board may consider appropriate and may send the same by post or other delivery service (or by such other means offered by the Company as the member or persons entitled to it may agree in writing) to the registered address (or in the case of a Custodian, subject to the approval of the Board, such persons and addresses as the Custodian may require) of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or persons may direct in writing
139 2 Where a person is entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law, any dividend, interest or other sum payable in respect of a share may be sent by the Company as if it were a notice to be sent under Article 160
139 3 Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall (where relevant) be crossed in accordance with the Cheques Act 1992 and shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing Payment of the cheque, warrant, order or other form of payment shall be a good discharge to the Company If any such cheque, warrant, order or other form of payment has or shall be

alleged to have been lost, stolen or destroyed, the Board may, at the request of the person entitled thereto, issue a replacement cheque or warrant or order or make payment in some other form, subject to compliance with such conditions as to evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request as the Board may consider appropriate

139 4 Any Joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other moneys payable in respect of such share
1395 The Board may, at its discretion, make provisions to enable a Custodian and/or any member as the Board shall from time to time determine to receive duly declared dividends in a currency or currencies other than sterling For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment thereof shall be on such terms and conditions as the Board may in its absolute discretion determine

UNCASHED DIVIDENDS 140

140 1 If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled thereto are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquiries have failed to establish any new address to be used for the purpose, the Company shall not be obliged to send any dividends or other moneys payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose

141 UNCLAIMED DIVIDENDS

141 1 All dividends, interest or other sum payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof All dividends unclaimed for a period of 12 years after having been declared or become due for payment shall (if the Board so resolves) be forfetted and shall cease to remain owing by the Company

142 PAYMENT OF SCRIP DIVIDENDS

142 1 The Board may, with the prior authority of an ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid. instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution The following provisions shall apply

(a) such resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods,
the entitlement of each holder of Ordinary Shares to new Ordinary Shares shall (b) be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend For this purpose "relevant value" shall be calculated by reference to the average of the middle market quotations for the Ordinary Shares on the London Stock Exchange's market for listed securities, as derived from the Daily Official List (or, where the Ordinary Shares are admitted to trading on AIM, as derived from the Appendix to the Daily Official List), for the day on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable but shall never be less than the par value of the new Ordinary Shares A certificate or report by the Auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount,
(c) as it considers appropriate for any fractional entitlements including provisions whereby, in whole or in part, the benefit thereof accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such member of fully paid Ordinary Shares and/or provisions whereby cash payments may be made to members in respect of their fractional entitlements,
(d) Ordinary Shares of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective However, no such notice need be given to the holders of Ordinary Shares who have previously given election

mandates in accordance with this Article and whose mandates have not been revoked,

the Board shall not proceed with any elections unless the Company has (e) sufficient unissued shares authorised for issue and sufficient reserves or funds that may be capitalised to give effect to them after the basis of allotment is determined,
the Board may exclude from any offer any holders of Ordinary Shares or any (f) Ordinary Shares held by a Custodian or any Ordinary Shares on which dividends are payable in foreign currency where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares,
(g) the Board may establish or vary from time to time a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any Ordinary Shares shall be binding on every successor in title to the holder thereof,
(h) has been offered) shall not be payable on Ordinary Shares in respect of which an election has been duly made (the "elected Ordinary Shares") and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined as aforesaid For such purpose the Board may capitalise, out of any amount from time to time standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis A Board resolution capitalising any part of such reserve or fund or profits shall have the same effect as if such capitalisation had been declared by ordinary resolution of the Company in accordance with Article 144 and in relation to any such capitalisation the Board may exercise all the powers conferred on them by Article 144 without need of such ordinary resolution,
(1) each other and with the fully paid Ordinary Shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date, and
(j) the Board may terminate, suspend or amend any offer of the right to elect to receive Ordinary Shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may from time to time determine and take such other action as the Board may deem necessary or desirable from time to time in respect of any such scheme

RESERVES 143

143 1 The Board may, before recommending any dividend (whether preferential or otherwise), carry to reserve out of the profits of the Company such sums as it considers appropriate All sums standing to reserve may be applied from time to time, at the discretion of the Board, for any purpose to which the profits of the Company may properly be applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Board considers appropriate The Board may divide the reserve into such special funds as it considers appropriate, and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as it considers appropriate The Board may also, without placing the same to reserve, carry forward any profits which it may think prudent not to distribute

CAPITALISATION OF RESERVES 1 44

144 1 The Board may, with the authority of an ordinary resolution of the Company

(a) the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of share premium account or capital redemption reserve or other undıstrıbutable reserve,

appropriate the sum resolved to be capitalised to the holders of Ordinary Shares (b) in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, from time to time unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those holders of Ordinary Shares or as they may direct, in those proportions, or partly in one way and partly in the other, provided that
- (1) the Company shall for the purposes of this Article be deemed to be such a holder in relation to any shares held as treasury shares which, if not so held, would have ranked for any such distribution by way of dividend but only insofar as the appropriated sum is to be applied in paying up in full unissued shares of the Company,
- (11) the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to holders of Ordinary Shares credited as fully paid, and
- (111) in a case where any sum is applied in paying amounts from time to time unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time is not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment thereof,
(c) resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends,
(d) make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit thereof to the Company rather than to the holders of Ordinary Shares concerned) or by payment in cash or otherwise as it

considers appropriate in the case of shares or debentures becoming distributable in fractions,

authorise any person to enter on behalf of all the holders of Ordinary Shares (e) concerned into an agreement with the Company providing for either
- (1) the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capıtalısatıon, or
- (11) the payment up by the Company on behalf of such holders by the application thereto of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares

(and any agreement made under such authority shall be effective and binding on all such holders), and

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

145 RECORD DATES

145 1 Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Companies Acts the Company or the Board may by resolution specify any date (the "record date") as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities in the Company shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular and such record date may be on or at any time before the date on which the same is paid, made, given or served or (in the case of any dividend, distribution, interest, allotment or issue) at any time after the same is recommended, resolved, declared or announced but without prejudice to the rights as between themselves in respect of the same of transferors and transferees of any such shares or other securities No change in the register of such holders after the record date shall invalidate the same

ACCOUNTS

146 INSPECTION OF RECORDS

146 1 No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by statute, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company

ACCOUNTS TO BE SENT TO MEMBERS 147

147 1 Except as provided in Article 148 and subject to Article 149, a copy of the Directors' and Auditors' reports accompanied by copies of the annual accounts shall, not less than 21 clear days before the annual general meeting before which they are to be laid, be delivered or sent or made available to every member and holder of debentures of the Company and to the Auditors and to every other person who is entitled to receive notice of annual general meetings However, this Article shall not require a copy of those documents to be sent or delivered or made available to any person who under the provisions of these Articles is not entitled to receive notices from the Company or of whose address the Company is unaware or to any holder of debentures of whose address the Company is unaware or to more than one of the joint holders of any shares or debentures If all or any of the shares in or debentures of the Company are listed or dealt in on any stock exchange, there shall at the same time be forwarded to an appropriate person at that stock exchange such number of copies of each of those documents as the regulations of that stock exchange may require

148 SUMMARY FINANCIAL STATEMENTS

1481 The Company may, in accordance with section 251 CA 1985 or section 426 CA 2006 (as applicable) and any regulations made under such provisions, send a summary financial statement to any member instead of or in addition to the documents referred to in Article 147 Where it does so, the statement shall be subject to Article 149 delivered or sent or made available to the member not less than 21 clear days before the annual general meeting before which those documents are to be laid

149 ACCOUNTS AND SUMMARY FINANCIAL STATEMENTS

149 1 As far as the Companies Acts allow, copies of the Directors' and Auditors' Reports, annual accounts and summary financial statements (if applicable) may be sent, delivered or made available to any of the persons to whom the Company is required to send deliver or make available such documents pursuant to Articles 148 and 149 in accordance with the provisions of Article 152

COMMUNICATIONS

150 NOTICES

150 1 Any notice to be given to or by any person pursuant to these Articles shall be in writing. except that a notice convening a Board or Board committee meeting need not be in writing

151 SERVICE OF NOTICES

151 1 Subject to Article 150 1 and unless otherwise provided by these Articles, the Company shall send or supply a document or information that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject in such form and by such means as the Board may in its absolute discretion determine provided that the provisions of CA 2006 which apply to a document or information required or authorised to be sent or supplied by the Companies Acts shall, in the same way, also apply to any document or information required or authorised to be sent by these Articles or any other rules or regulations to which the Company may be subject to CA 2006, any document or information shall be validly sent or supplied by the Company if it is made available on a website
151 2 Subject to Article 150 1 and unless otherwise provided by these Articles, a member or a person entitled by transmission to a share shall send a document or information pursuant to these Articles to the Company in such form and by such means as it may in ıts absolute discretion decide provided that
- (a) the determined form and means are permitted by the Companies Acts for the purpose of sending or supplying a document or information of that type to a company pursuant to a provision of the Companies Acts, and
- (b) unless the Board otherwise permits, any applicable condition or limitation specified in the Companies Acts including without limitation as to the address to which the document or information may be sent, is satisfied

Unless otherwise provided by these Articles or required by the Board, such document or information shall be authenticated in the manner specified by the Companies Acts for authentication of a document or information sent in the relevant form

151 3 In the case of joint holders of a share, all notices or documents shall be given to the joint holder whose name stands first in the Register in respect of the joint holding Notice so given shall be sufficient notice to all the joint holders.

151 4 A member whose registered address is not within an EEA State and who gives the Company an address within an EEA State at which a document or information may be sent or supplied to him shall be entitled to have the document or information sent to him at that address (provided, in the case of a document or information sent by electronic means, including without limitation any notification required by the Companies Acts that the document or information is available on a website, that the Company so agrees, which agreement the Company shall be entitled to withhold in its absolute discretion including, without Inmitation, in circumstances in which the Company considers that the sending of the document or information to such address using electronic means would or might infringe the laws of any jurisdiction) but otherwise
- (a) = no such member shall be entitled to receive any document or information from the Company, and
- (b) without prejudice to the generality of the foregoing, any notice of an annual general meeting or a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such annual general meeting or general meeting
151 5 If on three consecutive occasions notices or other documents have been sent through the post to any member at his registered address or his address for the service of notices but have been returned undelivered, such member shall not thereafter be entitled to receive notices or other documents from the Company until he shall have communicated with the Company and supplied in writing a new registered address within an EEA State for the service of notices
1516 If on two consecutive occasions the Company has attempted to send notices or other documents in electronic form to a member to an address for the time being notified to the Company by that member for that purpose but the Company is aware that there has been a failure of delivery of such notice or document, then the Company shall thereafter send notices or documents to that member through the post to his registered address or address for the service of notices by post, in which case the provisions of Article 151 5 shall apply
151 7 The Board may from time to time issue, endorse or adopt terms and conditions relating to the use of electronic means for the sending of notices, documents or other information, including proxy appointments, by the Company to members or persons

entitled by transmission and by members or persons entitled by transmission to the Company

151 8 Documents or information sent to the Company in electronic form shall not be treated as received by the Company if they are rejected by computer virus protection arrangements

152 NOTICE IN CASE OF DEATH, BANKRUPTCY OR MENTAL DISORDER

152 1 The Company may give notice to the person entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the deceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claiming to be so entitled Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred

EVIDENCE OF SERVICE 153

153 1 Any member present, in person or by proxy, at any meeting of the Company or of the holders of any class of shares of the Company shall be deemed to have received due notice of such meeting, and, where requisite, of the purposes for which such meeting was called
153 2 Proof that a document or information was properly addressed, prepaid and posted shall be conclusive evidence that the document or information was sent Proof that a document or information sent or supplied by electronic means was properly addressed and despatched shall be conclusive evidence that the document or information was sent or supplied, unless the Company is aware that there has been a fallure of delivery of such document or information following two attempts in which case such document or Information shall be sent to the member at his registered address for service provided that the date of deemed service or delivery shall be 48 hours after the time that such document or information was originally sent by electronic means in accordance with Article 153 3 below - A document or information sent by the Company to a member by post shall be deemed to have been received
- (a) Kingdom to another address in the United Kingdom, or by a postal service

similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the document or information was posted,

(b) the United Kingdom, or from an address in another country to an address outside that country (including without limitation an address in the United Kingdom), on the third day following that on which the document or information was posted,
(c) information was posted
153 3 A document or information sent or supplied by the Company to a member in electronic form shall be deemed to have been received by that member at the expiration of 48 hours after the time that such document or information was sent or supplied to that member Such document or information shall be deemed received by that member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to that member
153 4 A document or information sent or supplied by the Company to a member by means of a website shall be deemed to have been received by that member
- when the document or information was first made available on the website, on (a) =
- (b) notice of the fact that the document or information was available on the website Such a document or information shall be deemed received by that member on that day notwithstanding that the Company becomes aware that that member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to that member

154 NOTICE BINDING ON TRANSFEREES

154 1 Every person who, by operation of law, transfers or by any other means becomes entitled to a share shall be bound by any notice in respect of that share (other than a

notice given by the Company under section 793 CA 2006) which, before his name is entered in the Register, has been duly given to a person from whom he derives his title

NOTICE BY ADVERTISEMENT 1 ≤≤

155 1 Any notice to be given by the Company to the members or any of them, and not otherwise provided for by these Articles, shall be sufficiently given if given by advertisement in at least one national newspaper published in the United Kingdom and, where the Company keeps an overseas branch register, in at least one daily newspaper published in the territory in which such register is maintained Any notice given by advertisement shall be deemed to have been served at noon on the day on which the advertisement first appears

ાર્ડર SUSPENSION OF POSTAL SERVICES

156 1 If at any time by reason of the suspension, interruption or curtailment of postal services or threat of the same within the United Kingdom the Company is or would be unable effectively to convene an annual general meeting or a general meeting by notices sent through the post, such an annual general meeting or a general meeting may be convened by a notice advertised in at least one national newspaper published in the United Kingdom and, where the Company keeps an overseas branch register, in at least one daily newspaper published in the territory in which such register is maintained Such notice shall be deemed to have been duly served on all members and other persons entitled to it at noon on the day on which the first of such advertisements appears In any such case the Company shall send confirmatory copies of the notice by post to any member who has not previously been sent the notice by another method permitted by these Articles if, at least seven days prior to the meeting, the posting of notices to addresses throughout the United Kingdom again becomes practicable

INDEMNITY AND INSURANCE

157 RIGHT TO INDEMNITY

157 1 If and only to the extent permitted by law, but without prejudice to any indemnity to which a Director or other officer of the Company (excluding an auditor) may otherwise be entitled, the Company may, if the Board so determines, indemnify out of its own funds

(a) every Director or other officer (excluding an auditor) of the Company or any associated company against all costs, charges, losses, expenses and liabilities ıncurred by hım
- (1) trust by him in relation to the Company,
- (11) in performing his duties, and/or
- in exercising his powers, and/or (111)
- (1V)
- (v) otherwise in relation to or in connection with his duties, powers or office, and
(b) every Director of the Company or any associated company where the Company or associated company acts as a trustee of an occupational pension scheme (as defined in section 235(6) of CA 2006) against any liability incurred in connection with the relevant company's activities as a trustee of such scheme
157 2 For the purposes of this Article 159, "associated company" shall mean a company which is either a subsidiary or holding company of the Company or a subsidiary of the holding company of the Company

INSURANCE 158

158 1 If and only to the extent permitted by law, but without prejudice to the power contained in Articles 157 and 159, the Board may procure that the Company shall purchase and maintain at the expense of the Company insurance for or for the benefit of any persons who are or were at any time Directors, officers (excluding auditor) or employees of the Company or any related company or trustees of any pension fund or employees' share scheme in which any employees of the Company or any related company are interested
158 2 In this Article "related company" means (i) any company which is or was the Company's holding company or (11) any body (whether incorporated or not) in which the Company or any holding company has or had any kind of interest (whether direct or indirect) or (u) any body (whether incorporated or not) which is associated or connected in any way with the Company or any holding company of the Company, (1v) any predecessors in business of the Company or any other body referred to in this

Artıcle 1582, or (v) any body (whether incorporated or not) which is a subsidiary undertaking of the Company or any other body referred to in this Article 158 2

FUNDS TO MEET EXPENDITURE 150

159 1 The Company (to the extent permitted by law) may, if the Board so determines
- (a) provide a Director or officer (excluding auditor) or a former Director or officer (excluding auditor) of the Company or of an associated company with funds to meet expenditure incurred or to be incurred by him
  - (1) alleged negligence, default, breach of duty or breach of trust by him in relation to the Company or an associated company, or
  - (11) = in connection with any application for relief under any of the provisions mentioned in section 205(5) of CA 2006, or
  - (111) = In defending himself in any 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 in relation to the Company or an associated company, or
- (b) may do anything to enable a Director or officer (excluding auditor) or a former Director officer (excluding auditor) of the Company or of an associated company to avoid incurring such expenditure

DOCUMENTS

160 SIGNATURE OF DOCUMENTS

160 1 If these Articles require a document (including, but not limited to, a proxy form) to be "signed" or "executed" by a member or any other person and that document is in electronic form, the Directors may, in their absolute discretion, disapply the requrement for that document to be signed or require the electronic signature or personal identification details of that member or other person to be contamed within that document or impose such other terms and conditions as the Directors may in their absolute discretion determine If any document is not verified in accordance with the provisions of this Article, then that document shall not be treated as received by the Company

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