Company No 5746555

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION OF LMS CAPITAL PLC

Incorporated 17 March 2006

(as amended by special resolutions passed on 13 May 2010 and 14 May 2025)

CLAUSE		PAGE
PRELIMINARY		6
1	Interpretation	6
2	Exclusion of Model Articles of Association and Table A	8
SHARE CAPITAL		8
3	Allotment	8
4	Power to attach rights	8
5	Redeemable shares	9
6	Variation of rights	9
7	Commission	9
8	Trusts not recognised	9
9	Uncertificated shares	9
SHARE CERTIFICATES		10
10	Right to certificate	10
11	Replacement certificates	10
LIEN		10
12	Company's lien on shares not fully paid	10
13	Enforcement of lien by sale	11
14	Application of proceeds of sale	11
CALLS ON SHARES		11
15	Calls	11
16	Power to differentiate	11
17	Interest on calls	11
18	Payment in advance	12
19	Amounts due on allotment or issue treated as calls	12
FORFEITURE		12
20	Notice if call not paid	12
21	Forfeiture for non-compliance	12
22	Notice after forfeiture	12
23	Disposal of forfeited shares	12
24	Arrears to be paid notwithstanding forfeiture	13
25	Surrender	13
UNTRACED SHAREHOLDERS		13
26	Power of sale	13
27	Application of proceeds of sale	14
TRANSFER OF SHARES		14
28	Method of transfer	14
29	Right to refuse registration	14
30	Fees on registration	16
TRANSMISSION OF SHARES		16
31	On death	16
32	Election of person entitled by transmission	16

33	Rights on transmission	16
	ALTERATION OF SHARE CAPITAL	17
34	Consolidation and sub-division	17
35	Fractions	17
36	Reduction of capital	17
37	Purchase of own shares	18
	GENERAL MEETINGS	18
38	Annual general meetings	18
39	Convening of general meetings by the board	18
40	Convening of general meetings by requirement of the members	18
41	Length and form of notice	18
42	Omission to send notice	19
43	Postponement of general meetings	19
	PROCEEDINGS AT GENERAL MEETINGS	19
44	Quorum	19
45	Procedure if quorum not present	19
46	Chairman	20
47	Right to attend and speak	20
48	Power to adjourn	20
49	Notice of adjourned meeting	21
50	Business at adjourned meeting	21
51	Accommodation of members at meeting	21
52	Security	21
VOTING		22
53	Method of voting	22
54	Procedure on a poll	22
55	Votes of members	23
56	Casting vote	23
57	Restriction on voting rights for unpaid calls etc	23
58	Voting by proxy	24
59	Appointment of proxy	24
60	When actions by proxy or representative of a corporation are valid although
	authonty revoked	25
61	Corporate representatives	25
62	Objections to and error in voting	26
63	Amendments to special resolutions	26
64	Amendments to ordinary resolutions	26
65	Class meetings	26
66	Failure to disclose interests in shares	27
	APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	28
67	Number of directors	28
68	Power of the company to appoint directors	28
69	Power of the board to appoint directors	28

70	Appointment of executive directors	29
71	Eligibility of new directors	29
72	Voting on resolution for appointment	29
73	Retirement by rotation	29
74	Directors subject to retirement	30
75	Position of retiring director	30
76	Deemed reappointment	30
77	No retirement on account of age	30
78	Removal by ordinary resolution	30
79	Vacation of office by director	30
	ALTERNATE DIRECTORS	31
80	Appointment	31
81	Revocation of appointment	31
	Participation in board meetings	32
82
83	Responsibility	32
	REMUNERATION, EXPENSES AND PENSIONS	32
84	Directors' fees	32
85	Additional remuneration	32
86	Expenses	32
87	Remuneration and expenses of alternate directors	33
88	Directors' pensions and other benefit	33
89	Remuneration of executive directors	33
	POWERS AND DUTIES OF THE BOARD	33
90	Powers of the board	33
91	Powers of directors being less than minimum required number	33
92	Powers of executive directors	34
93	Delegation to committees	34
94	Agents	34
95	Associate directors	34
96	Exercise of voting powers	34
97	Provision for employees	35
98	Registers	35
99	Borrowing powers	35
100 101	Register of charges Directors' interests	37 37
	PROCEEDINGS OF DIRECTORS AND COMMITTEES	41
102	Board meetings	41
103	Notice of board meetings	41
104	Quorum	41
105	Chairman of board	41
106	Voting	41
107	Participation by telephone	42
108 109	Resolution in writing Proceedings of committees	42 42
110	Minutes of proceedings	42
111	Validity of proceedings of board or committee	43

	SECRETARY AND AUTHENTICATION OF DOCUMENTS	43
112	Secretary	43
113	Authentication of documents SEALS	43
114	Safe custody	43
115	Application of seals	43
116	Official seal for use abroad	43
	DIVIDENDS AND OTHER PAYMENTS
117	Declaration of dividends	44 44
118	Interim dividends	44
119	Entitlement to dividends	44
120	Method of payment	44
121	Dividends not to bear interest	45
122	Calls or debts may be deducted from dividends etc	45
123	Unclaimed dividends etc	45
124	Uncashed dividends	46
125	Payment of dividends in specie	46
126	Payment of scrip dividends	46
127	Capitalisation of profits	48
128	Record dates ACCOUNTS	48
129	Keeping and inspection of accounts	49
130	Accounts to be sent to members etc NOTICES AND COMMUNICATIONS	49
131	Form of notices and communications by the company	49
132	Notice by advertisement	49
133	Deemed delivery of notices, documents and information	50
134	Notice binding on transferees, etc	51
135	Notice in case of joint holders and entitlement by transmission	51
	MISCELLANEOUS	51
136	Destruction of documents	51
137	Winding up	52
138	Indemnity of officers, funding directors' defence costs and power to purchase
	insurance	52
139	Limited Liabilities	54
140	B Shares	54

Company No 5746555

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

LMS CAPITAL PLC

(as amended by special resolutions passed on 13 May 2010 and [14 May] 2025)

PRELIMINARY

1 Interpretation

(A) In these articles, unless the context otherwise requires

"'Act" means the Companies Act 2006,

"articles" means these articles of association as altered from time to time,

"auditors" means the auditors from time to time of the Company,

"board" means the board of directors from time to time of the Company or the directors present at a duly convened meeting of the directors at which a quorum is present,

"business day" means a day (not being a Saturday or Sunday) on which clearing banks are open for business in London,

"certificated" means, in relation to a share, a share which is not in uncertificated form,

"clear days" means, in relation to a period of notice, that period excluding the day when 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,

"company" includes any body corporate (not being a corporation sole) or association of persons, whether or not a company within the meaning of the Act,

"director" means a director of the Company,

"entitled by transmission" means, in relation to a share, entitled as a consequence of the death or bankruptcy of a member, or as a result of another event giving rise to a transmission of entitlement by operation of law,

"executed" includes, in relation to a document, execution under hand or under seal or by any other method permitted by law,

"holder" means, in relation to a share, the member whose name is entered in the register as the holder of that share,

"in writing" means in hard copy form or, to the extent permitted by the Statutes, in any other form,

"London Stock Exchange" means London Stock Exchange plc, "member" means a member of the Company,

"office" means the registered office of the Company,

"paid", "paid up" and "paid-up" mean paid or credited as paid,

"qualifying person" means an individual who is a member of the Company, a person authorised under section 323 of the Act to act as the representative of a corporation in relation to a meeting or a person appointed as proxy of a member in relation to the meeting,

"register" means the register of members of the Company kept pursuant to section 113 of the Act or the issuer register of members and Operator register of members maintained pursuant to Regulation 20 of the Uncertificated Securities Regulations and, where the context requires, any register maintained by the Company or the Operator of persons holding any renounceable right of allotment of a share,

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

"secretary" means the secretary of the Company and includes any joint, assistant or deputy secretary and a person appointed by the board to perform the duties of the secretary,

"Statutes" means the Companies Acts as defined by Section 2 of the Act, and includes the Uncertificated Securities Regulations and every other statute or subordinate legislation for the time being in force concerning and affecting the Company,

"UKLA" means the UK Listing Authority, a division of 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 or any successor enactment,

"uncertificated proxy instruction" means an instruction or notification sent by means of a relevant system and received by such 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),

"Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001, as amended from time to time, including any provisions of or under the Statutes which alter or replace such regulations, and

"uncertificated" means, in relation to a share, a share title to which is recorded in the register as being held in uncertificated form and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of a relevant system

The expressions "issuer register of members", "Operator", "Operator-instruction", "Operator register of members", "participating issuer", "participating security" and "relevant system" have the same meaning as in the Uncertificated Securities Regulations

(B) Unless the context otherwise requires, words and expressions to which a particular meaning is

given by the Act shall have the same meaning in these articles, except where the word or expression is otherwise defined in the articles

(C) All references in the articles to the giving of instructions by means of a relevant system shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Uncertificated Securities Regulations The giving of such instructions shall be subject to
- (i) the facilities and requirements of the relevant system,
- (ii) the Uncertificated Securities Regulations, and
- (iii) the extent to which such instructions are permitted by or practicable under the rules and practices from time to time of the Operator of the relevant system
(D) Where an ordinary resolution of the Company is expressed to be required for any purpose, a special resolution is also effective for that purpose
(E) References to a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person
(F) A member is "present" at a meeting if the member (being an individual) attends in person or if the member (being a corporation) attends by its duly authorised representative, who attends in person, or if the member attends by his or us duly appointed proxy, who attends in person
(G) The headings in the articles do not affect the interpretation of the articles
(H) References to a "debenture" include debenture stock
(I) References to any statutory provision or statute includes all modifications thereto and all reenactments thereof (with or without modification) and all subordinate legislation made thereunder in each case for the time being in force This article does not affect the interpretation of article 1(B)
2 Exclusion of Model Articles of Association and Table A

No regulations contained in any statute or subordinate legislation, including the regulations contained m Model Articles of Association applicable to the Company under or pursuant to the Act, 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, apply to the Company except in so far as they are repeated or contained in these articles

SHARE CAPITAL

3 Allotment
(A) Subject to the Statutes and relevant authorisation given by the Company in general meeting, and the provisions of these articles, the board may allot, grant options over, offer or otherwise deal with or dispose of shares in the Company, or rights to subscribe for or convert any security into shares, to such persons at such times and generally on such terms and conditions as the board may determine except that no share may be issued at a discount
(B) The board may at any time after the allotment of a share but before a person has been entered in the register as the holder of the share recognise a renunciation of the share by the allottee in favour of another person and may grant to an allottee a right to effect a renunciation on such terms and conditions as the board thinks fit
4 Power to attach rights

Subject to the Statutes and to the rights attached to existing shares, new shares may be issued

with, or have attached to them, such rights or restrictions as either the Company may by ordinary resolution decide, or, if no such resolution is passed or so far as any pertinent resolution does not make specific provision, as the board may decide

5 Redeemable shares

Subject to the Statutes and to the rights attached to existing shares, shares may be issued on terms that they are to be redeemed or, at the option of the Company or the holder, are liable to be redeemed. The terms and conditions and manner of redemption may be determined by the board provided that this is done before the shares are allotted

6 Variation of rights
(A) Subject to the Statutes, the rights attached to a class of shares may be varied or abrogated (whether or not the Company is being wound up) either with the consent in writing of the holders of at least three-quarters in nominal value of the issued shares of that class (excluding any share of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class validly held in accordance with article 65 and other relevant provisions of the articles
(B) The rights attached to a class of shares are not, unless otherwise expressly provided for in the rights attaching to those shares, deemed to be vaned by the creation, allotment or issue of further shares ranking pan passu with or subsequent to them or by the purchase or redemption by the Company of its own shares in accordance with the Statutes and article 37
7 Commission

The Company may exercise all the powers conferred or permitted by the Statutes of paying commission or brokerage Subject to the Statutes, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in another

8 Trusts not recognised

Except as ordered by a court of competent jurisdiction or as required by law, the Company shall not recognise a person as holding a share on trust and shall not be bound by or otherwise compelled to recognise (even if it has notice of it) any interest in any share other than an absolute right in the holder to the whole of the share

9 Uncertificated shares
(A) Subject to the Statutes the board has the power to resolve that a class of shares shall become a participating security and/or that a class of shares shall cease to be a participating security
(B) Uncertificated shares of a class are not to be regarded as forming a separate class from certificated shares of that class
(C) A member may, in accordance with the Uncertificated Securities Regulations, change a share of a class which is a participating security from a certificated share to an uncertificated share and from an uncertificated share to a certificated share
(D) The Company may give notice to a member requiring the member to change uncertificated shares to certificated shares by the time stated in the notice The notice may also state that the member may not change certificated shares to uncertificated shares If the member does not comply with the notice, the board may authorise a person to change the uncertificated shares to certificated shares in the name and on behalf of the member
(E) While a class of shares is a participating security, the articles only apply to an uncertificated

share of that class to the extent that they are consistent with

(i) the holding of shares of that class in uncertificated form,
(ii) the transfer of title to shares of that class by means of a relevant system, and
(iii) the Uncertificated Securities Regulations

SHARE CERTIFICATES

10 Right to certificate
(A) A person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the register as a holder of a certificated share is entitled, without charge, to receive within two months of allotment or lodgement with the Company of a transfer to him of those shares or within two months after the relevant Operator instruction is received by the Company (or within any other period as the terms of issue of the shares provide) one certificate for all the certificated shares of a class registered in his name or, in the case of certificated shares of more than one class being registered in his name, to a separate certificate for each class of shares
(B) Where a member transfers part of his shares comprised in a certificate he is entitled, without charge, to one certificate for the balance of certificated shares retained by him
(C) The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons and delivery of a certificate to one joint holder is sufficient delivery to all joint holders
(D) A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares and shall otherwise comply with the requirements of the UKLA It shall be issued under a seal, which may be affixed to or printed on it, or in such other manner as the board may approve, having regard to the terms of allotment or issue of the shares
11 Replacement certificates
(A) Where a member holds two or more certificates for shares of one class, the board may at his request, on surrender of the original certificates and without charge, cancel the certificates and issue a single replacement certificate for certificated shares of that class
(B) At the request of a member, the board may cancel a certificate and issue two or more in its place (representing certificated shares in such proportions as the member may specify), on surrender of the original certificate and on payment of such reasonable sum as the board may decide
(C) Where a certificate is worn out or defaced the board may require the certificate to be delivered to it before issuing a replacement and cancelling the original If a certificate is lost or destroyed, the board may cancel it and issue a replacement certificate on such terms as to provision of evidence and indemnity and to payment of any exceptional out-of-pocket expenses incurred by the Company in the investigation of that evidence and the preparation of that indemnity as the board may decide

LIEN

12 Company's lien on shares not fully paid
(A) The Company has a first and paramount lien on all partly paid shares for an amount payable in respect of the share, whether the due date for payment has arrived or not. The lien applies to all dividends from time to time declared or other amounts payable in respect of the share
(B) The board may either generally or in a particular case declare a share to be wholly or partly exempt from the provisions of this article Unless otherwise agreed with the transferee, the registration of a transfer of a share operates as a waiver of the Company's lien (if any) on that share
13 Enforcement of lien by sale
(A) For the purpose of enforcing the lien referred to in article 12, the board may sell shares subject to the lien in such manner as it may decide provided that
- (i) the due date for payment of the relevant amounts has arrived, and
- (ii) the board has served a written notice on the member concerned (or on any person entitled by transmission to the shares) stating the amounts due, demanding payment thereof and giving notice that if payment has not been made within 14 clear days after the service of the notice that the Company intends to sell the shares
(B) To give effect to a sale, the board may authorise a person to transfer the shares in the name and on behalf of the holder (or any person who is entitled to the shares by transmission), or to cause the transfer of such shares, to the purchaser or his nominee

The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity in or invalidity of the proceedings connected with the sale

14 Application of proceeds of sale

The net proceeds of a sale effected under article 13, after payment of the Company's costs of the sale, shall be applied in or towards satisfaction of the amount in respect of which the lien exists Any residue shall (on surrender to the Company for cancellation of any certificate for the shares sold, or the provision of an indemnity as to any lost or destroyed certificate required by the board and subject to a like lien for amounts not presently payable as existed on the shares before the sale) be paid to the member (or person entitled by transmission to the shares) immediately before the sale

CALLS ON SHARES

15 Calls

The board may make calls on members in respect of amounts unpaid on the shares held by them respectively (whether in respect of the nominal value or a premium) and not by the terms of issue thereof, made payable on a fixed date Each member shall (on receiving at least 14 clear days' notice specifying when and where payment is to be made) pay to the Company at the time and place specified, the amount called as required by the notice A call may be made payable by instalments and may, at any time before receipt by the Company of an amount due, be revoked or postponed in whole or in part as the board may decide A call is deemed made at the time when the resolution of the board authorising it is passed A person on whom a call is made remains liable to pay the amount called despite the subsequent transfer of the share in respect of which the call is made The joint holders of a share are jointly and severally liable for payment of a call in respect of that share

16 Power to differentiate

The board may make arrangements on the allotment or, subject to the terms of the allotment, on the issue of shares for a difference between the allottees or holders in the amounts and times of payment of a call on their shares

17 Interest on calls

If the whole of the amount called is not paid on or before the date fixed for payment, the person from whom it is payable shall pay interest on the unpaid amount This interest will run from the day the unpaid amount is due until the day it has been paid The interest rate may be fixed by the terms of allotment or issue of the share or, if no rate is fixed, at such rate (not exceeding 20 per cent per annum) as the board may decide The board may waive payment of the interest in whole or in part

18 Payment in advance

The board may, if it thinks fit, receive from a member all or part of the amounts uncalled and unpaid on shares held by him A payment in advance of calls extinguishes to the extent of the payment the liability of the member on the shares in respect of which it is made The Company may pay interest on the amount paid in advance, or on so much of it as from time to time exceeds the amount called on the shares in respect of which the payment in advance has been made, at such rate (not exceeding 20 per cent per annum) as the board may decide

19 Amounts due on allotment or issue treated as calls

An amount (whether in respect of nominal value or a premium) which by the terms of issue of a share becomes payable on allotment or issue or on a fixed date shall be deemed to be a call In case of non-payment, the provisions of these articles as to payment of interest, forfeiture or otherwise apply as if that amount has become payable by virtue of a call

FORFEITURE

20 Notice if call not paid

If a member fails to pay the whole of a call or an instalment of a call by the date fixed for payment, the board may serve notice on the member or on a person entitled by transmission to the share in respect of which the call was made demanding payment of the unpaid amount, on a date not less than 14 clear days from the date of the notice, together with any interest that may have accrued on it and all costs, charges and expenses incurred by the Company by reason of the non-payment The notice shall state

(i) the place where payment is to be made, and
(ii) that if the notice is not complied with the share in respect of which the call was made will be liable to be forfeited
21 Forfeiture for non-compliance

If the notice referred to in article 20 is not complied with, a share in respect of which it is given may, at any time before the payment required by the notice (including interest, costs, charges and expenses) has been made, be forfeited by a resolution of the board All dividends declared or other amounts due in respect of the forfeited share and not paid before the forfeiture shall also be forfeited

22 Notice after forfeiture

When a share has been forfeited, the Company shall serve notice of the forfeiture on the person who was before forfeiture the holder of the share or the person entitled by transmission to the share but no forfeiture is invalidated by an omission to give such notice. An entry of the fact and date of forfeiture shall be made in the register

23 Disposal of forfeited shares

(A) A forfeited share and all rights attaching to it shall become the property of the Company and may be sold, re-allotted or otherwise disposed of, either to the person who was before such forfeiture the holder thereof or to another person, on such terms and in such manner as the board may decide The board may, if necessary, authorise a person to transfer a forfeited share to a new holder The Company may receive the consideration (if any) for the share on its disposal and may register or cause the registration of the transferee as the holder of the share
(B) The board may before a forfeited share has been sold, re-allotted or otherwise disposed of annul the forfeiture on such conditions as it thinks fit
(C) A statutory declaration that the declarant is a director or the secretary and that a share has been forfeited or sold to satisfy a lien of the Company on the date stated in the declaration is conclusive evidence of the facts stated in the declaration against all persons claiming to be entitled to the share The declaration (subject if necessary to the transfer of the share) constitutes good title to the share and the person to whom the share is sold, re-allotted or disposed of is not bound to see to the application of the consideration (if any) His title to the share is not affected by an irregularity in or invalidity of the proceedings connected with the forfeiture or disposal
24 Arrears to be paid notwithstanding forfeiture

A person whose share has been forfeited ceases on forfeiture to be a member in respect thereof and if that share is in certificated form, shall surrender to the Company for cancellation any certificate for the forfeited share A person remains liable to pay all calls, interest, costs, charges and expenses owing in respect of such share at the time of forfeiture, with interest, from the time of forfeiture until payment, at such rate as may be fixed by the terms of allotment or issue of such share or, if no rate is fixed, at such rate (not exceeding 20 per cent per annum) as the board may decide The board may if it thinks fit enforce payment without allowance for the value of such share at the time of forfeiture or for any consideration received on its disposal

25 Surrender

The board may accept the surrender of a share liable to be forfeited and in that case references in the articles to forfeiture include surrender

UNTRACED SHAREHOLDERS

26 Power of sale
(A) Subject to the Uncertificated Securities Regulations, the Company may sell the share of a member or of a person entitled by transmission at the best price reasonably obtainable at the time of sale, if
- (i) during a period of not less than 12 years before the date of publication of the advertisements referred to in paragraph (A)(iii) of this article (or, if published on two different dates, the first date) (the "relevant period") at least three cash dividends have become payable in respect of the share,
- (ii) throughout the relevant period no cheque, warrant or money order payable on the share has been presented by the holder of, or the person entitled by transmission to, the share to the paying bank of the relevant cheque, warrant or money order, no payment made by the Company by any other means permitted by article 120(A) has been claimed or accepted and, so far as any director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by

transmission to, the share,

(iii) on expiry of the relevant period the Company has given notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the holder of, or person entitled by transmission to, the share shown in the register, and
(iv) the Company has not, so far as the board is aware, during a further period of three months after the date of the advertisements referred to in paragraph (A)(iii) of this article (or the later advertisement if the advertisements are published on different dates) and before the exercise of the power of sale received a communication from the holder of, or person entitled by transmission to, the share
(B) Where a power of sale is exercisable over a share pursuant to paragraph (A) of this article (a "Sale Share"), the Company may at the same time also sell any additional share issued in right of such Sale Share or in right of such an additional share previously so issued provided that the requirements of paragraphs (A)(ii) to (iv) of this article (as if the words "throughout the relevant period" were omitted from paragraph (A)(ii) of this article and the words "on expiry of the relevant period" were omitted from paragraph (A)(iii) of this article) shall have been satisfied in relation to the additional share
(C) To give effect to a sale pursuant to paragraphs (A) or (B) of this article, the board may authorise a person to transfer the share in the name and on behalf of the holder of, or the person entitled by transmission to, the share, or to cause the transfer of such share, to the purchaser or his nominee and in relation to an uncertificated share may require the Operator to convert the share into certificated form in accordance with the Uncertificated Securities Regulations The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity or invalidity in the proceedings connected with the sale of the share
27 Application of proceeds of sale

The Company shall be indebted to the member or other person entitled by transmission to the share for the net proceeds of sale and shall carry any amount received on sale to a separate account The Company is deemed to be a debtor and not a trustee in respect of that amount for the member or other person Any amount earned to the separate account may either be employed in the business of the Company or invested as the board may think fit No interest is payable on that amount and the Company is not required to account for money earned on it

TRANSFER OF SHARES

28 Method of transfer
(A) A member may transfer all or any of his certificated shares by instrument of transfer in writing in any usual form or in any other form approved by the board, and the 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) by or on behalf of the transferee
(B) A member may transfer all or any of his uncertificated shares in accordance with the Uncertificated Securities Regulations
(C) Subject to the provisions of the Uncertificated Securities Regulations, the transferor of a share is deemed to remain the holder of the share until the name of the transferee is entered in the register in respect of it
29 Right to refuse registration
(A) Subject to this article and article 66, shares of the Company are free from any restriction on transfer In exceptional circumstances approved by the UKLA, the board may refuse to register

a transfer of certificated shares provided that such refusal would not disturb the market in those shares Subject to the requirements of the listing rules of the UKLA, the board may, in its absolute discretion and without giving a reason, refuse to register the transfer of a certificated share which is not fully paid or the transfer of a certificated share on which the Company has a lien

(B) The board may also, in its absolute discretion and without giving a reason, refuse to register the transfer of a certificated share or a renunciation of a renounceable letter of allotment unless all of the following conditions are satisfied
- (i) it is in respect of only one class of shares,
- (ii) (it is in favour of (as the case may be) a single transferee or renouncee or not more than four joint transferees or renouncees,
- (iii) it is duly stamped (if required), and
- (iv) it is delivered for registration to the office or such other place as the board may decide, accompanied by the certificate for the shares to which it relates (except in the case of a person to whom the Company is not required by sections 769, 776, 777 or 778 of the Act to issue a certificate, or in the case of a renunciation) and such other evidence as the board may reasonably require to prove the title of the transferor or person renouncing and the due execution by him of the transfer or renunciation or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so
(C) If the board refuses to register the transfer of a certificated share it shall as soon as possible and in any event within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee together with its reasons for refusal An instrument of transfer which the board refuses to register shall (except in the case of suspected fraud) be returned to the person depositing it Subject to article 136, the Company may retain all instruments of transfer which are registered
(D) In accordance with and subject to the provisions of the Uncertificated Securities Regulations, the Operator of the relevant system shall register a transfer of title to any uncertificated share or any renounceable right of allotment of a share which is a participating security held in uncertificated form unless the Uncertificated Securities Regulations permit the Operator of the relevant system to refuse to register such a transfer in certain circumstances in which case the said Operator may refuse such registration
(E) In accordance with the Uncertificated Securities Regulations, if the Operator of the relevant system refuses to register the transfer of an uncertificated share or of any such uncertificated renounceable right of allotment of a share it shall as soon as practicable and in any event within two months after the date on which the relevant system-member instruction or issuer instruction (as the case may be) was received by the Operator, send notice of the refusal to the transferee together with the reasons for refusal
(F) In accordance with and subject to the provisions of the Uncertificated Securities Regulations, where title to an uncertificated share is transferred by means of a relevant system to a person who is to hold such share in certificated form thereafter, the Company as participating issuer shall register the transfer in accordance with the relevant Operator-instruction, but so that the Company may refuse to register such a transfer in any circumstance permitted by the Uncertificated Securities Regulations
(G) In accordance with the Uncertificated Securities Regulations, if the Company as participating issuer refuses to register the transfer of title to an uncertificated share transferred by means of a relevant system to a person who is to hold such share m certificated form thereafter, it shall

as soon as practicable and in any event within two months after the date on which the Operatorinstruction was received by the Company, send notice of the refusal to the transferee together with the reasons for refusal

30 Fees on registration

The Company (at its option) may or may not charge a fee for registering the transfer of a share or the renunciation of a renounceable letter of allotment or other document or instructions relating to or affecting the title to a share or the right to transfer it or for making any other entry in the register

TRANSMISSION OF SHARES

31 On death
(A) The Company shall recognise only the personal representative or representatives of a deceased member as having title to a share held by that member alone or to which he alone was entitled. In the case of a share held jointly by more than one person, the Company may recognise only the survivor or survivors as being entitled to it
(B) Nothing in the articles releases the estate of a deceased member from liability in respect of a share which has been solely or jointly held by him
32 Election of person entitled by transmission
(A) A person becoming entitled by transmission to a share may, on production of such evidence as, subject to the Statutes, the board may require as to his entitlement, elect either to be registered as a member or to have a person nominated by him registered as a member
(B) If he elects to be registered himself, he shall give notice to the Company to that effect If he elects to have another person registered, he shall
- (i) if it is a certificated share, execute an instrument of transfer of the share to that person, or
- (ii) if it is an uncertificated share
  - (a) procure that instructions are given by means of a relevant system to effect transfer of the share to that person, or
  - (b) change the share to a certificated share and execute an instrument of transfer of the share to that person
(A) All the provisions of the articles relating to the transfer of certificated shares 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 his death, bankruptcy or other event giving rise to a transmission of entitlement had not occurred
(B) The board may give notice requiring a person to make the election referred to in paragraph (A) above If that notice is not complied with within 60 days, the board may withhold payment of all dividends and other amounts payable in respect of the share until notice of election has been made
33 Rights on transmission

Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share cease The person entitled by transmission may, however, give a good discharge for dividends and other amounts payable in respect of the share and, subject to articles 32 and 120, has the rights to which he would be entitled if he were the holder of the share The person entitled by transmission is not, however, before he is registered as the holder of the share entitled in respect of it to receive notice of or exercise rights conferred by membership in relation to meetings of the Company or a separate meeting of the holders of a class of shares

ALTERATION OF SHARE CAPITAL

34 Consolidation and sub-division

The Company may subject to the passing of a resolution authorising it to do so in accordance with the Act

(i) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares, and
(ii) sub-divide all or any of its shares into shares of a smaller amount and so that the resolution pursuant to which any share is sub-divided may determine that the shares resulting from such sub-division have amongst themselves such preferred, deferred or other special rights or advantages or be subject to any such restrictions as the Company has power to attach to new shares
35 Fractions
(A) If, as the result of consolidation and division or sub-division of shares, members would become entitled to fractions of a share, the board may on behalf of the members deal with the fractions as it thinks fit Subject to the Statutes, the board may, in effecting divisions and/or consolidations, treat a member's shares held in certificated form and uncertificated form as separate holdings In particular, the board may
- (i) sell any shares representing fractions to a person (including, subject to the Statutes, to the Company) and distribute the net proceeds of sale in due proportion amongst the persons entitled or, if the board decides, some or all of the sum raised on a sale may be retained for the benefit of the Company, or
- (ii) subject to the Statutes, allot or issue to a member credited as fully paid by way of capitalisation the minimum number of shares required to round up his holding of shares to a number which, following consolidation and division or sub-division, leaves a whole number of shares (such allotment or issue being deemed to have been effected immediately before consolidation or sub-division, as the case may be)
(B) To give effect to a sale pursuant to sub-paragraph (A)(i) above the board may arrange for the shares representing the fractions to be entered in the register as certificated shares The board may also authorise a person to transfer the shares to, or to the direction of, the purchaser The purchaser is not bound to see to the application of the purchase money and the title of the transferee to the shares is not affected by an irregularity or invalidity in the proceedings connected with the sale
(C) If shares are allotted or issued pursuant to sub-paragraph (A)(ii) above, the amount required to pay up those shares may be capitalised as the board thinks fit out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve, profit and loss account and/or retained earnings account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares A resolution of the board capitalising part of the reserves has the same effect as if the capitalisation had been declared by ordinary resolution of the Company pursuant to article 127 In relation to the capitalisation the board may exercise all the powers conferred on it by article 127 without an ordinary resolution of the Company

36 Reduction of capital

Subject to the Statutes and to the rights attached to existing shares, the Company may by special resolution reduce its share capital, capital redemption reserve, share premium account or other undistributable reserve in any way

37 Purchase of own shares

Subject to the Statutes and to the rights attaching to existing shares, the Company may purchase, or agree to purchase in the future, any shares of any class (including redeemable shares) in its own capital in any way

GENERAL MEETINGS

38 Annual general meetings

Subject to the Statutes, the Company shall hold an annual general meeting in each period of 6 months beginning with the day following its accounting reference date Such meetings shall be convened by the board at such time and place as it thinks fit

39 Convening of general meetings by the board

The board may convene a general meeting whenever it thinks fit

40 Convening of general meetings by requirement of the members

The board, on the requirement of members pursuant to the Statutes, shall call a general meeting (i) within 21 days from the date on which the board becomes subject to the requirement, and (ii) to be held on a date not more than 28 days after the date of the notice convening the meeting At a meeting convened on a requisition or by requisitionists no business may be transacted except that stated by the requisition or proposed by the board A general meeting may also be convened in accordance with article 91

41 Length and form of notice
(A) An annual general meeting shall be called by not less than 21 clear days' notice All other general meetings shall be called by not less than 14 clear days' notice If the Company is a traded company (as defined in section 360C of the Act), the provisions of section 307A of the Act must be complied with if the meeting is to be called by less than 21 clear days' notice, unless the meeting is of holders of a class of shares
(B) Subject to the Statutes, and although called by shorter notice than that specified in paragraph (A), a general meeting is deemed to have been duly called if it is so agreed
- (i) in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting, and
- (ii) in the case of any other general meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right

This article 41(B) does not apply to general meetings (other than meetings of holders of a class of shares) of a traded company (as defined in section 360C of the Act)

(C) The notice of meeting shall specify
- (i) whether the meeting is an annual general meeting or a general meeting,
- (ii) the place, the date and the time of the meeting,
(iii) the general nature of the business to be dealt with at the meeting,
(iv) if the meeting is convened to consider a special resolution, the text of the resolution and the intention to propose the resolution as a special resolution, and
(v) with reasonable prominence, the member's rights to appoint one or more proxies under section 324 of the Act
(D) The notice of meeting shall be given to the members (other than any who, under the provisions of the articles or the terms of allotment or issue of shares, are not entitled to receive notice), to the directors and to the auditors
(E) The board may determine that persons entitled to receive notices of meeting are those persons entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant notice of meeting is being sent
(F) The notice of meeting may also specify a time (which, if the Company is a participating issuer, shall not be more than 48 hours before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote
42 Omission to send notice

The accidental failure to give notice of a general meeting, or of a resolution intended to be moved at a general meeting, or to send, supply or make available any document relating to the meeting, or the non-receipt of any such notice, document or information by any one or more persons entitled to receive any such notice, document or information shall be disregarded for the purpose of determining whether notice of the meeting or of any resolution to be moved at the meeting is duly given

43 Postponement of general meetings

If the board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a general meeting at the time, date or place specified in the notice calling the general meeting, it may move and/or postpone the general meeting to another time, date and/or place When a meeting is so moved and/or postponed, notice of the time, date and place of the moved and/or postponed meeting shall (if practical) be placed in at least two national newspapers in the United Kingdom Notice of the business to be transacted at such moved and/or postponed meeting is not required The board must take reasonable steps to ensure that members trying to attend the general meeting at the original time, date and/or place are informed of the new arrangements for the general meeting Proxy forms can be delivered as specified in article 59 Any postponed and/or moved meeting may also be postponed and/or moved under this article

PROCEEDINGS AT GENERAL MEETINGS

44 Quorum
(A) No business may be transacted at a general meeting unless a quorum is present The absence of a quorum does not prevent the appointment of a chairman in accordance with the articles, which shall not be treated as part of the business of the meeting
(B) Subject to the Statutes, the quorum for a general meeting is two qualifying persons present and entitled to vote
45 Procedure if quorum not present
(A) If a quorum is not present within thirty minutes (or such longer time as the chairman decides to wait) after the time fixed for the start of the meeting or if there is no longer a quorum present at any time during the meeting, the meeting, if convened by or on the requisition of members, is dissolved In any other case it stands adjourned to such other day (being not less than 14 nor more than 28 days later) and at such other time and/or place as may have been specified for the purpose in the notice convening the meeting Where no such arrangements have been specified, the meeting stands adjourned to such other day (being not less than 14 nor more than 28 days later) and at such other time and/or place as the chairman (or, in default, the board) decides If the Company is a traded Company (as defined in section 360C of the Act), the provision of section 307A of the Act will also apply, unless the meeting is of holders of a class of shares
(B) At an adjourned meeting the quorum is one qualifying person present and entitled to vote If a quorum is not present within five minutes from the time fixed for the start of the meeting, the adjourned meeting shall be dissolved
(C) Save where the time, date and place for the adjourned meeting has been specified for the purpose in the notice convening the meeting as referred to in paragraph (A) above (in which case notice of the adjourned meeting need not be given), the Company shall give not less than ten clear days' notice of any meeting adjourned for the lack of a quorum and the notice shall state the quorum requirement If the Company is a traded Company (as defined in section 360C of the Act), the provision of section 307A of the Act will also apply, unless the meeting is of holders of a class of shares
46 Chairman
(A) The chairman (if any) of the board or, in his absence, the deputy chairman (if any) shall preside as chairman at a general meeting If there is no chairman or deputy chairman, or if at a meeting neither is present and willing and able to act within five minutes after the time fixed for the start of the meeting or neither is willing and able to act, the directors present shall select one of their number to be chairman If only one director is present and willing and able to act, he shall be chairman In default, the members present in person and entitled to vote shall choose one of their number to be chairman
(B) Without prejudice to any other power which he may have under the provisions of the articles or at common law, the chairman may take such action as he thinks fit to promote the orderly conduct of the business of the meeting as specified in the notice of meeting and the chairman's decision on matters of procedure or arising incidentally from the business of the meeting shall be final, as shall be his determination as to whether any matter is of such a nature
47 Right to attend and speak
(A) Each director shall be entitled to attend and speak at a general meeting and at a separate meeting of the holders of a class of shares or debentures whether or not he is a member
(B) The chairman may invite any person to attend and speak at any general meeting of the Company where he considers that this will assist in the deliberations of the meeting
48 Power to adjourn
(A) The chairman may, with the consent of a meeting at which a quorum is present (and shall, if so directed by the meeting) adjourn a meeting from time to time and from place to place or for an indefinite period
(B) Without prejudice to any other power which he may have under the provisions of the articles or

at common law, the chairman may, without the consent of the meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if he decides that it has become necessary to do so in order to

(i) secure the proper and orderly conduct of the meeting,
(ii) give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting, or
(iii) ensure that the business of the meeting is properly disposed of
49 Notice of adjourned meeting
(A) Whenever a meeting is adjourned for 28 days or more or for an indefinite period pursuant to article 48, at least seven clear days' notice specifying the place, date and time of the adjourned meeting and the general nature of the business to be transacted shall be given to the members (other than any who, under the provisions of the articles or the terms of allotment or issue of the shares, are not entitled to receive notice), the directors and die auditors Except in these circumstances it is not necessary to give notice of a meeting adjourned pursuant to article 48 or of the business to be transacted at the adjourned meeting
(B) The board may determine that persons entitled to receive notice of an adjourned meeting in accordance with this article are those persons entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant notice of meeting is being sent
(C) The notice of an adjourned meeting given in accordance with this article may also specify a time (which, if the Company is a participating issuer, shall not be more than 48 hours before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote
50 Business at adjourned meeting

No business may be transacted at an adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place

51 Accommodation of members at meeting

If it appears to the chairman that the meeting place specified in the notice convening the meeting is inadequate to accommodate all members entitled and wishing to attend, the meeting shall be duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that a member who is unable to be accommodated is able to

(i) participate in the business for which the meeting has been convened,
(ii) hear and see all persons present who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise), whether in the meeting place or elsewhere, and
(iii) be heard and seen by all other persons present in the same way
52 Security

The board may make any arrangement and impose any restriction it considers appropriate to ensure the security of a meeting including, without limitation, the searching of a person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place The board may authorise one or more persons, who shall include a director or the secretary or the chairman of the meeting to

(i) refuse entry to a meeting to a person who refuses to comply with these arrangements or restrictions, and
(ii) eject from a meeting any person who causes the proceedings to become disorderly

VOTING

53 Method of voting
(A) At a general meeting, a resolution put to the 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 properly demanded by
- (i) the chairman of the meeting,
- (ii) not less than five members present and having the right to vote on the resolution,
- (iii) a member or members present representing in aggregate not less than ten per cent of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares), or
- (iv) a member or members present 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 shares in the Company conferring a right to vote on the resolution which are held as treasury shares

For the purposes of (ii) above, a demand by a proxy counts as a demand by the member For the purposes of (iii) above, a demand by a proxy counts as a demand by a member representing the voting rights that the proxy is authorised to exercise For the purposes of (iv) above, a demand by a proxy counts as a demand by a member holding the shares to which those rights are attached

(B) On a vote on a resolution at a meeting on a show of hands, a declaration by the chairman that the resolution has or has not been passed, or has or has not been passed by a particular majority, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution An entry in respect of such a declaration in minutes of the meeting recorded in accordance with section 355 of the Act is also conclusive evidence of that fact without such proof
54 Procedure on a poll
(A) If a poll is properly demanded, it shall be taken in such manner as the chairman directs. He may appoint scrutineers, who need not be members, and may fix a time and place for declaring the result of the poll The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded
(B) A poll demanded on the election of a chairman or on any question of adjournment shall be taken at the meeting and without adjournment. A poll demanded on another question shall be taken at such time and place as the chairman decides, either at once or after an interval or adjournment (but not more than 30 clear days after the date of the demand)
(C) 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 shall be taken

(D) The demand for a poll may be withdrawn but only with the consent of the chairman. A demand withdrawn in this way validates the result of a show of hands declared before the demand was made If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made
(E) The demand for a poll (other than on the election of the chairman or on a question of adjournment) does not prevent the meeting continuing for the transaction of business other than the question on which a poll has been demanded
(F) On a poll taken at a general meeting of the Company, a member present and 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
55 Votes of members
(A) Subject to special rights or restrictions as to voting attached to any class of shares by or in accordance with the articles or the Statutes, on a vote on a resolution
- (i) on a show of hands every member present at the meeting in person shall have one vote,
- (ii) on a show of hands every proxy present who has been duly appointed by one or more members shall have one vote provided that a proxy shall have one vote for and one vote against the resolution if
  - (a) the proxy has been duly appointed by more than one member entitled to vote on 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, and
- (iii) on a poll taken at a meeting, every member present and entitled to vote has one vote in respect of each share held by him
(B) In the case of joint holders of a share, only the vote of the senior holder who votes (and any proxy duly authorised by him) may be counted by the Company. For the purposes of this article the senior holder of a share is determined by the order in which the names of the joint holders appear in the register
(C) A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) that he is or may be suffering from mental disorder or is otherwise incapable of running his affairs may vote, whether on a show of hands or on a poll, by his guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court A guardian, receiver, curator bonis or other authorised and appointed person may, vote by proxy if evidence (to the satisfaction of the board) of the authority of the person claiming to exercise the right to vote is received at the office (or at another place specified in accordance with the articles for the delivery or receipt of forms of appointment of a proxy) or m any other manner specified in the articles for the appointment of a proxy within the time limits prescribed by the articles for the appointment of a proxy for use at the meeting, adjourned meeting or poll at which the right to vote is to be exercised

56 Casting vote

In the case of an equality of votes whether on a show of hands or on a poll, the chairman of the meeting shall not be entitled to a casting vote in addition to any vote to which he is entitled as a member

57 Restriction on voting rights for unpaid calls etc

Unless the board otherwise decides, no member is entitled in respect of a share held by him to be present or to vote, either in person or by proxy, at a general meeting or at a separate meeting of the holders of class of shares or on a poll, or to exercise other rights conferred by membership in relation to the meeting or poll, if a call or other amount due and payable in respect of the share is unpaid This restriction ceases on payment of the amount outstanding and all costs, charges and expenses incurred by the Company by reason of the non-payment

58 Voting by proxy
(A) Subject to paragraph (B) below, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the board) executed under the hand of the appointor or his duly constituted attorney or, if the appointor is a company, under its seal or under the hand of its duly authorised officer or attorney or other person authorised to sign
(B) Subject to the Statutes, the board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit The appointment of a proxy received by electronic means shall not be subject to the requirements of paragraph (A) above The board may require the production of any evidence it considers necessary to determine the validity of such an appointment
(C) A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit
(D) A proxy need not be a member
(E) A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share
(F) Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll
(G) The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates The appointment of a proxy shall be valid for 12 months from the date of its deposit or receipt or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the board
(H) Subject to the Statutes and the requirements of the listing rules of the UKLA, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting
59 Appointment of proxy
(A) The form of appointment of a proxy, and (if required by the board) a power of attorney or other authority under which it is executed or a copy of it notarially certified or certified in some other way approved by the board, shall be
- (i) subject to sub-paragraphs (iii) and (iv) below, in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting which the person named in the form of appointment of proxy proposes to vote,
- (ii) in the case of an appointment of a proxy sent by electronic means, where an address has been specified for the purpose by the Company (generally or specifically), be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote,
- (iii) in the case of a meeting adjourned for less than 28 days but more than 48 hours or in the case of a poll taken more than 48 hours after it is demanded, delivered or received as required by sub-paragraphs (i) or (u) not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll, or
- (iv) in the case of a meeting adjourned for not more than 48 hours or in the case of a poll not taken immediately but taken not more than 48 hours after it was demanded, delivered at the adjourned meeting or at the meeting at which the poll was demanded to the chairman or to the secretary or to a director

An appointment of proxy not delivered or received in accordance with this article is invalid When calculating any periods mentioned in this article, the Directors may specify that no account shall be taken of any part of a day that is not a working day

(B) Without limiting the foregoing, 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 by electronic means in the form of an uncertificated proxy instruction and may in a similar manner permit supplements to, or amendments or revocations of, any such uncertificated proxy instruction to be so made The board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction (and/or other instruction or notification) is to be treated as received by the Company or a participant acting on its behalf The board 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
60 When actions by proxy or representative of a corporation are valid although authority revoked

The termination of the authority of a person to act as proxy or as the duly authorised representative of a member which is a corporation does not affect whether he counts in deciding whether there is a quorum at a meeting, the validity of a poll demanded by him at a meeting or the validity of a vote given by that person unless notice of the termination was received by the Company at the office or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of proxy was sent by electronic means, at the address at which the form of appointment was received, not later than the last time at which an appointment of proxy should have been delivered or received in order to be valid for use at the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for use on the

holding of the poll at which the vote is cast

61 Corporate representatives

In accordance with the Statutes, a corporation which is a member may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company (a "representative") Where the corporation authorises only one person, he is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the Company Where the corporation authorises more than one person the provisions of section 323(3) and (4) of the Act apply A director, the secretary or other person authorised for the purpose by the secretary may require a representative to produce a certified copy of the resolution of authorisation before permitting him to exercise his powers

62 Objections to and error in voting

No objection may be made to the qualification of a voter or to the counting of, or failure to count, a vote, except at the meeting or adjourned meeting at which the vote objected to is tendered or at which the error occurs An objection properly made shall be referred to the chairman and only invalidates the decision of the meeting on any resolution if, in the opinion of the chairman, it is of sufficient magnitude to affect the decision of the meeting The decision of the chairman on such matters is conclusive and binding on all concerned Whether a proxy or corporate representation has voted in accordance with any instructions given by the member who has appointed such proxy or corporate representative need not be verified by the Company or any other person and any vote (whether on a show of hands or a poll) given by such proxy or corporate representative will be valid for all purposes notwithstanding any failure to follow such instructions

63 Amendments to special resolutions

No amendment to a resolution duly proposed as a special resolution (other than an amendment to correct a patent error) may be considered or voted on

64 Amendments to ordinary resolutions

No amendment to a resolution duly proposed as an ordinary resolution (other than an amendment to correct a patent error) may be considered or voted on unless either

(i) at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered, notice of the terms of the amendment and intention to move it has been lodged at the office, or
(ii) the chairman m his absolute discretion decides that the amendment may be considered or voted on

If an amendment proposed to a resolution under consideration is ruled out of order by the chairman the proceedings on the substantive resolution are not invalidated by an error in his ruling

65 Class meetings

A separate meeting for the holders of a class of shares shall be convened and conducted as nearly as possible in the same way as a general meeting, except that

(i) no member is entitled to notice of it or to attend unless he is a holder of shares of that class,
(ii) no vote may be cast except in respect of a share of that class,
(iii) the quorum at a meeting (other than an adjourned meeting) is two qualifying
(iv) persons present and entitled to vote and holding at least one-third in nominal value of the issued shares of that class (excluding any share of that class held as treasury shares),
(v) the quorum at an adjourned meeting is one qualifying person present and entitled to vote and holding shares of that class, and
(vi) any holder of shares of that class present and entitled to vote may demand a poll

For the purposes of sub-paragraph (m) above, where a person is present by one or more proxies, he is treated as holding only the shares m respect of which any such proxy is authorised to exercise voting rights

66 Failure to disclose interests in shares
(A) Having regard to the requirements of the listing rules of the UKLA, where notice is served by the Company under section 793 of the Act (a "section 793 notice") on a member, or another person appearing to be interested in shares held by that member, and the member or other person has failed in relation to any shares (the "default shares", which expression includes any shares allotted or issued after the date of the section 793 notice in respect of those shares) to give the Company the information required within the prescribed period from the date of service of the section 793 notice, the following sanctions apply, unless the board otherwise decides
- (i) the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll, and
- (ii) where the default shares represent at least 0.25 per cent in nominal value of the issued shares of their class (excluding any share of their class held as treasury shares)
  - (a) a dividend (or any part of a dividend) or other amount payable in respect of the default shares shall be withheld by the Company, which has no obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to article 126, to receive shares instead of a dividend, and
  - (b) no transfer of any certificated default shares shall be registered unless the transfer is an excepted transfer or
    - (i) the member is not himself in default in supplying the information required, and
    - (ii) the member proves to the satisfaction of the board that no person in default in supplying the information required is interested in any of the shares the subject of the transfer
(B) For the purpose of enforcing the sanction in paragraph (A)(ii)(b), the board may give notice to the member requiring the member to change default shares held in uncertificated form to certificated form by the time stated in the notice The notice may also state that the member may not change any default shares held in certificated form to uncertificated form If the member does not comply with the notice, the board may require the Operator to convert default shares held in uncertificated form into certificated form in the name and on behalf of the member in accordance with the Uncertificated Securities Regulations
(C) The sanctions under paragraph (A) cease to apply seven days after the earlier of
- (i) receipt by the Company of notice of an excepted transfer, but only in relation to the shares thereby transferred, and
- (ii) receipt by the Company, in a form satisfactory to the board, of all the information required by the section 793 notice
(D) Where, on the basis of information obtained from a member in respect of a share held by him, the Company issues a section 793 notice to another 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 nonreceipt by the member of the copy, does not invalidate or otherwise affect the application of paragraphs (A) or (B)
(E) For the purposes of this article 66
- (i) 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 interested, or if the Company (after taking account of information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested,
- (ii) "interested" shall be construed as it is for the purpose of section 793 of the Act,
- (iii) reference to a person having failed to give the Company the information required by a section 793 notice, or being in default in supplying such information, includes (a) reference to his having failed or refused to give all or any part of it, and (b) reference 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,
- (iv) the "prescribed period" means 14 days,
- (v) an "excepted transfer" means, in relation to shares held by a member
  - (a) a transfer pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act), or
  - (b) a transfer in consequence of a sale made through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000) or another stock exchange outside the United Kingdom on which shares in the capital of the Company are normally traded, or
  - (c) a transfer which is shown to the satisfaction of the board to be made in 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
(F) The provisions of this article are in addition and without prejudice to the provisions of the Statutes

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

67 Number of directors

Unless and until otherwise decided by the Company by ordinary resolution the number of directors must not be less than two and is not subject to a maximum number

68 Power of the company to appoint directors

Subject to the articles, the Company may by ordinary resolution appoint a person who is willing to act to be a director, either to fill a vacancy or as an addition to the board, but the total number of directors may not exceed any maximum number fixed in accordance with the articles

69 Power of the board to appoint directors

Without prejudice to the power of the Company to appoint a person to be a director pursuant to the articles, the board may appoint a person who is willing to act as a director, either to fill a vacancy or as an addition to the board, but the total number of directors may not exceed any maximum number fixed in accordance with the articles A director appointed in this way may hold office only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during that meeting He is not required, and is not taken into account in determining the number of directors who are, to retire by rotation at the meeting

70 Appointment of executive directors
(A) Subject to the Statutes, the board may appoint one or more of its body to hold an executive office with the Company for such term and on such other terms and conditions as (subject to the Statutes) the board thinks fit The board may revoke or terminate an appointment, without prejudice to a claim for damages for breach of the contract of service between the director and the Company or otherwise
(B) Subject to the Statutes, the board may enter into an agreement or arrangement with any director for the provision of any services outside the scope of the ordinary duties of a director Any such agreement or arrangement may be made on such terms and conditions as (subject to the Statutes) the board thinks fit and (without prejudice to any other provision of the articles) it may remunerate any such director for such services as it thinks fit
71 Eligibility of new directors
(A) No person other than a director retinng (by rotation or otherwise) may be appointed or reappointed a director at a general meeting unless
- (i) he is recommended by the board, or
- (ii) not less than seven nor more than 42 days before the date fixed for the meeting, notice has been given to the Company by a member (other than the person to be proposed) qualified to vote at the meeting of the intention to propose that person for appointment or reappointment The notice shall (a) state the particulars which would, if the proposed director were appointed or reappointed, be required to be included in the Company's register of directors, (b) be accompanied by notice given by the proposed director of his willingness to be appointed or reappointed, and (c) be lodged at the office
(B) A director need not be a member
72 Voting on resolution for appointment

A resolution for the appointment of two or more persons as directors by a single resolution is void unless an ordinary resolution that the resolution for appointment is proposed in this way has first been agreed to by the meeting without a vote being given against it

73 Retirement by rotation
(A) Subject to paragraph (B) below, at each annual general meeting one-third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to but not less than one-third, shall retire from office provided that if there are

fewer than three directors who are subject to retirement by rotation, one shall retire from office

(B) If any one or more directors
- (i) were last appointed or reappointed three years or more prior to the meeting,
- (ii) were last appointed or reappointed at the third immediately preceding annual general meeting, or
- (iii) at the time of the meeting will have served more than eight years as a nonexecutive director of the Company (excluding as the chairman of the board),

he or they shall retire from office and shall be counted in obtaining the number required to retire at the meeting, provided that the number of directors required to retire under paragraph (A) above shall be increased to the extent necessary to comply with this paragraph

74 Directors subject to retirement

Subject to the Statutes and the articles, the directors to retire by rotation at an annual general meeting include, so far as necessary to obtain the number required, first, a director who wishes to retire and not offer himself for reappointment, and, second, those directors who have been longest in office since their last appointment or reappointment As between two or more who have been in office an equal length of time, the director to retire shall, in default of agreement between them, be determined by lot The directors to retire on each occasion (both as to number and identity) shall be determined on the basis of the composition of the board at the start of business on the date of the notice convening the annual general meeting, disregarding a change in the number or identity of the directors after that time but before the close of the meeting

75 Position of retiring director

A director who retires at an annual general meeting (whether by rotation or otherwise) may, if willing to act, be reappointed If he is not reappointed or deemed reappointed, he may retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting

76 Deemed reappointment

At a general meeting at which a director retires by rotation the Company may fill the vacancy and, if it does not do so, the retiring director shall be, if willing, deemed reappointed unless it is expressly resolved not to fill the vacancy or a resolution for the reappointment of the director is put to the meeting and lost

77 No retirement on account of age

No person is incapable of being appointed a director by reason of his having reached the age of 70 or another age

78 Removal by ordinary resolution

In addition to any power of removal conferred by the Statutes, the Company may by ordinary resolution remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to the articles) by ordinary resolution appoint another person who is willing to act to be a director in his place A person appointed in this way is treated, for the purposes of determining the time at which he or another director is to retire, as if he had become a director on the date on which the person in whose place he is appointed was last appointed or reappointed a director

79 Vacation of office by director
(A) Without prejudice to the provisions for retirement (by rotation or otherwise) contained in the articles, the office of a director is vacated if
- (i) he resigns by notice delivered to the secretary at the office or tendered at a board meeting,
- (ii) where he has been appointed for a fixed term, the term expires,
- (iii) he ceases to be a director by virtue of a provision of the Statutes, is removed from office pursuant to the articles or becomes prohibited by law from being a director,
- (iv) he becomes bankrupt or compounds with his creditors generally or he 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,
- (v) he is or has been suffering from mental ill health or becomes a patient for the purpose of any statute relating to mental health or any court claiming jurisdiction on the ground of mental disorder (however stated) makes an order for his detention or for the appointment of a guardian, receiver or other person (howsoever designated) to exercise powers with respect to his property or affairs, and in any such case the board resolves that his office be vacated,
- (vi) both he and his alternate director appointed pursuant to the provisions of the 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, or
- (vii) he is removed from office by notice addressed to him at his last-known address and signed by all his co-directors (without prejudice to a claim for damages for breach of contract or otherwise)
(B) A resolution of the board declaring a director to have vacated office under the terms of this article is conclusive as to the fact and grounds of vacation stated in the resolution
(C) If the office of a director is vacated for any reason, he shall cease to be a member of any committee of the board

ALTERNATE DIRECTORS

80 Appointment
(A) A director (other than an alternate director) may by notice delivered to the secretary at the office, or in the case of an appointment or removal by electronic means to such address (if any) specified by the Company for that purpose or tabled at a meeting of the board, or in any other manner approved by the board, appoint as his alternate director
- (i) another director, or
- (ii) another person approved by the board and willing to act

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 Statutes has been received at the office, or at such address as specified by the Company or tabled at a meeting of the board

(B) An alternate director need not be a member and shall not be counted in reckoning the number of directors for the purpose of article 67

81 Revocation of appointment

A director may by notice delivered to the secretary at the office or tabled at a meeting of the board revoke the appointment of his alternate director and, subject to the provisions of article 80, appoint another person m his place If a director ceases to hold the office of director or if he dies, the appointment of his alternate director automatically ceases If a director retires but is reappointed or deemed reappointed at the meeting at which his retirement takes effect, a valid appointment of an alternate director which was in force immediately before his retirement continues to operate after his reappointment as if he has not retired The appointment of an alternate director ceases on the happening of an event which, if he were a director otherwise appointed, would cause him to vacate office

82 Participation in board meetings

An alternate director shall be, if he gives the Company an address in the United Kingdom at which notices may be served on him or an address at which notices may be served on him by electronic means, 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 those meetings of his appointor, to attend and vote at the meetings and to exercise all the powers, rights, duties and authorities of his appointor A director acting as alternate director has a separate vote at meetings of the board and committees of the board for each director for whom he acts as alternate director but he counts as only one for the purpose of determining whether a quorum is present

83 Responsibility

A person acting as an alternate director shall be an officer of the Company, shall alone be responsible to the Company for his acts and defaults, and shall not be deemed to be the agent of his appointor

REMUNERATION, EXPENSES AND PENSIONS

84 Directors' fees
(A) Unless otherwise decided by the Company by ordinary resolution, the Company shall pay to the directors (but not alternate directors) for their services as directors such amount of aggregate fees as the board decides (or such larger amount as the Company may by ordinary resolution decide) The aggregate fees shall be divided among the directors in such proportions as the board decides or, if no decision is made, equally A fee payable to a director pursuant to this article is distinct from any salary, remuneration or other amount payable to him pursuant to other provisions of the articles or otherwise and accrues from day to day
(B) Subject to the Statutes and to the articles and the requirements of the listing rules of the UKLA, the board may arrange for part of a fee payable to a director under this article to be provided in the form of fully-paid shares in the capital of the Company The amount of the fee payable in this way shall be at the discretion of the board and shall be applied in the purchase or subscription of shares on behalf of the relevant director In the case of a subscription of shares, the subscription price per share shall be deemed to be the closing middle-market quotation for a fully-paid share of the Company of that class as published in the Daily Official List of the London Stock Exchange (or such other quotation derived from such other source as the board may deem appropriate) on the day of subscription
85 Additional remuneration

A director who, at the request of the board, goes or resides abroad, makes a special journey or performs a special service on behalf of the Company may be paid such reasonable additional remuneration (whether by way of salary, percentage of profits or otherwise) and expenses as the board may decide

86 Expenses

A director is entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in the performance of his duties as director including, without limitation, expenses incurred in attending meetings of the board or of committees of the board or general meetings or separate meetings of the holders of a class of shares or debentures Subject to the Statutes, the directors shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him properly to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure

87 Remuneration and expenses of alternate directors

An alternate director is not entitled to a fee from the Company for his services as an alternate director The fee payable to an alternate director is payable out of the fee payable to his appointor and consists of such portion (if any) of the fee as he agrees with his appointor The Company shall, however, repay to an alternate director expenses incurred by him m the performance of his duties if the Company would have been required to repay the expenses to him under article 86 had he been a director

88 Directors' pensions and other benefits
(A) The board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for a person who is or has at any time been a director of
- (i) the Company,
- (ii) company which is or was a subsidiary undertaking of the Company,
- (iii) a company which is or was allied to or associated with the Company or a subsidiary undertaking of the Company, or
- (iv) a predecessor in business of the Company or of a subsidiary undertaking of the Company,

(or, in each case, for any member of his family, including a spouse, former spouse, civil partner or former civil partner, or a person who is or was dependent on him) For this purpose the board may establish, maintain, subscribe and contribute to any scheme, trust or fund and pay premiums The board may arrange for this to be done by the Company alone or in conjunction with another person

(B) A director or former director is entitled to receive and retain for his own benefit a pension or other benefit provided under paragraph (A) and is not obliged to account for it to the Company
89 Remuneration of executive directors

The salary or other remuneration of a director appointed to hold employment or executive office in accordance with the articles may be a fixed sum of money, or wholly or in part governed by business done or profits made, or as otherwise decided by the board, and may be in addition to or instead of a fee payable to him for his services as director pursuant to the articles

POWERS AND DUTIES OF THE BOARD

90 Powers of the board

Subject to the Statutes and the articles and to directions given by special resolution of the Company, the business and affairs 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 the articles and no direction given by the Company shall invalidate a prior act of the board which would have been valid if the alteration had not been made or the direction had not been given The provisions of the articles giving specific powers to the board do not limit the general powers given by this article

91 Powers of directors being less than minimum required number

If the number of directors is less than the minimum prescribed by the articles or decided by the Company by ordinary resolution, the remaining director or directors may act only for the purposes of appointing an additional director or directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment If no director or directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing directors An additional director appointed in this way holds office (subject to the articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the meeting

92 Powers of executive directors

The board may delegate to a director holding executive office any of its powers, authorities and discretions for such time and on such terms and conditions as it thinks fit In particular, without limitation, the board may grant the power to sub-delegate, and may retain or exclude the right of the board to exercise the delegated powers, authorities or discretions collaterally with the director The board may at any time revoke the delegation or alter its terms and conditions

93 Delegation to committees

The board may delegate any of its powers, authorities and discretions (with power to subdelegate) to a committee consisting of one or more persons (whether a member or members of the board or not) as it thinks fit A committee may exercise its power to sub-delegate by subdelegating to any person or persons (whether or not a member or members of the board or of the committee) The board may retain or exclude its right to exercise the delegated powers, authorities or discretions collaterally with the committee The board may at any time revoke the delegation or alter any terms and conditions or discharge the committee in whole or in part Where a provision of the articles refers to the exercise of a power, authority or discretion by the board (including, without limitation, the power to pay fees, remuneration, additional remuneration, expenses and pensions and other benefits pursuant to articles 70 or 84 to 89) and that power, authority or discretion has been delegated by the board to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee

94 Agents

The board may by power of attorney or otherwise appoint a person to be the agent of the Company and may delegate to that person any of its powers, authorities and discretions for such purposes, for such time and on such terms and conditions (including as to remuneration) as it thinks fit In particular, without limitation, the board may grant the power to sub-delegate and may retain or exclude the right of the board to exercise the delegated powers, authorities or discretions collaterally with the agent The board may at any time revoke or alter the terms and conditions of the appointment or delegation

95 Associate directors

The board may appoint a person (not being a director) to an office or employment having a designation or title including the word "director" or attach to an existing office or employment that designation or title and may terminate the appointment or use of that designation or title The inclusion of the word "director" in the designation or title of an office or employment does not imply that the person is, or is deemed to be, or is empowered to act as, a director for any of the purposes of the Statutes or the articles

96 Exercise of voting powers

Subject to article 99, the board may exercise or cause to be exercised the voting powers conferred by shares in the capital of another company held or owned by the Company, or a power of appointment to be exercised by the Company, in any manner it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of a director as an officer or employee of that company or in favour of the payment of remuneration to the officers or employees of that company)

97 Provision for employees

The board may exercise the powers conferred on the Company by the Statutes to make provision for the benefit of a person employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of his family, including a spouse or former spouse, or any person who is or was dependent on him) in connection with the cessation or the transfer to a person of the whole or part of (he undertaking of the Company or the subsidiary undertaking

98 Registers

Subject to the Statutes and the Uncertificated Securities Regulations, the board may exercise the powers conferred on the Company with regard to the keeping of an overseas, local or other register and may make and vary regulations as it thinks fit concerning the keeping of a register

99 Borrowing powers

(A) Subject as hereinafter provided, the board may exercise all the powers of the Company to borrow money and to mortgage or charge all or part of the undertaking, property and assets (present or future) and uncalled capital of the Company and, subject to the Statutes, to issue debentures and other securities, whether outright or as collateral security for a debt, liability or obligation of the Company or of a third party
(B) The board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (so far, as regards subsidiary undertakings, as by such exercise it can secure) that the aggregate amount for the time being remaining outstanding of all monies borrowed by the Group (which expression in this article means the Company and its subsidiary undertakings for the time being) and for the time being owing to persons outside the Group shall not at any time, without the previous sanction of an ordinary resolution of the Company in general meeting, exceed a sum equal to two times the aggregate of
- (v) the amount paid up on the issued share capital of the Company, and
- (vi) the total amount standing to the credit of the reserves of the Group (including any share premium account, capital redemption reserve, merger reserve, foreign exchange translation reserve and credit balance on the profit and loss or retained earnings account) in each case, whether or not such amounts are available for distribution,

all as shown in the latest audited consolidated balance sheet of the Group but after

(a) making such adjustments as may be appropriate in respect of any variation m such amount paid up on the issued share capital or share premium account or capital redemption reserve or merger reserve since the date of such latest audited consolidated balance sheet and so that for this purpose if any issue or proposed issue of shares for cash or otherwise has been underwritten or otherwise agreed to be subscribed (for cash or otherwise) then, at any time when the underwriting of such shares or other agreement as aforesaid shall be unconditional, such shares shall be deemed to have been issued and the amount (including any premium) payable (or which would be credited as payable) in respect thereof (not being monies payable later than six months after the date of allotment) shall be deemed to have been paid up to the extent that the underwriters or other persons are liable therefor,
(b) deducting (to the extent included) any amounts distributed or proposed to be distributed (but not provided in such latest audited consolidated balance sheet) other than distributions attributable to the Company or any subsidiary undertaking,
(c) deducting (to the extent included) any amounts attributable to goodwill (other than goodwill arising on consolidation) or other intangible assets,
(d) excluding any amounts attributable to outside shareholders in subsidiary undertakings of the Company, and
(e) deducting any debit balance and adding back any credit balance on the profit and loss or retained earnings account accrued since the date of the last audited accounts of the Group
(C) For the purpose of the foregoing limit, ''monies borrowed" shall be deemed to include the following except in so far as otherwise taken into account (together in each case with any fixed or minimum premium payable on final redemption or repayment)
- (i) the principal amount for the time being owing (other than to a member of the Group) in respect of any loan capital, whether secured or unsecured, issued by a member of the Group in whole or in part for cash or otherwise,
- (ii) the principal amount raised by any member of the Group by acceptances or under any acceptance credit opened on its behalf by any bank or accepting house other than acceptances relating to the purchase of goods in the ordinary course of trading and outstanding for not more than 90 days,
- (iii) the nominal amount of any issued share capital, and the principal amount of any monies borrowed or other indebtedness, the redemption or repayment of which is guaranteed or secured or is the subject of an indemnity given by any member of the Group and the beneficial interest in the redemption or repayment of which is not owned within the Group, and
- (iv) the nominal amount of any issued share capital (not being equity share capital which as regards capital has rights no more favourable than those attached to its ordinary share capital) of any subsidiary undertaking of the Company owned otherwise than by other members of the Group,
- but ''monies borrowed" shall not include and shall be deemed not to include
- (a) amounts borrowed for the purpose of repaying the whole or any part (with or without premium) of any monies borrowed by any member of the Group then outstanding and so to be applied within six months of being so borrowed, pending their application for

such purpose within such period, and

(b) the proportion of the excess outside borrowing of a partly owned subsidiary undertaking which corresponds to the proportion of its equity share capital which is not directly or indirectly attributable to the Company and so that, for this purpose, the expression "excess outside borrowing" shall mean so much of the monies borrowed by such partly owned subsidiary undertaking otherwise than from members of the Group as exceeds the monies borrowed (if any) from and owing to it by other members of the Group, and
(c) unfulfilled commitments to pay future calls or contributions in respect of the Company's investments

When the aggregate amount of monies borrowed required to be taken into account for the purposes of this article on any particular day is being ascertained, any of such monies denominated or repayable (or repayable at the option of any person other than the Company or any subsidiary undertaking) in a currency other than sterling shall be translated, for the purpose of calculating the sterling equivalent, at the rate(s) of exchange prevailing on that day in London

(D) A certificate or report by the auditors as to the amount of the limit in article 99(B) or the aggregate amount of monies borrowed falling to be taken into account under article 99(C) or to the effect that the limit imposed by this article has not been exceeded at any particular time or times or during any period shall be conclusive evidence of such amount or fact for the purposes of this article
(E) No lender or other person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or inquire whether the said limit is observed, and no debt incurred or security given in excess of such limit shall be invalid or ineffectual, except in the case of express notice to the lender or the recipient of the security at the time when the debt was incurred or security given that the said limit has been or would thereby be exceeded
(F) In this article "subsidiary undertaking" means a subsidiary undertaking of the Company which is required by the Statutes to be included in consolidated group accounts
100 Register of charges

The Company shall keep a register of charges in accordance with the Statutes and the fee to be paid by a person other than a creditor or member for each inspection of the register of charges is the maximum sum prescribed by the Statutes or, failing which, decided by the board

101 Directors' interests

Directors' interests other than in relation to transactions or arrangements with the Company authorisation under section 175 of the Act

(A) The board may authorise any matter proposed to it which would, if not so authorised, involve a breach of duty by a director under section 175 of the Act
(B) Any authorisation under paragraph (A) will be effective only if
- (i) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other director interested in the matter under consideration, and
- (ii) the matter was agreed to without such director voting or would have been agreed to if the vote of such director had not been counted
(C) The board may give any authorisation under paragraph (A) upon such terms as it thinks fit The

board may vary or terminate any such authorisation at any time

(D) For the purposes of this article 101, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests

Confidential information and attendance at board meetings

(E) A director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person In particular the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he
- (i) fails to disclose any such information to the board or to any director or other officer or employee of the Company, and/or
- (ii) does not use or apply any such information in performing his duties as a director of the Company

However, to the extent that his relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this paragraph (E) applies only if the existence of that relationship has been authorised by the board pursuant to paragraph (A)

(F) Where the existence of a director's relationship with another person has been authorised by the board pursuant to paragraph (A) and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he
- (i) absents himself from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise, and/or
- (ii) makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser on his behalf,

for so long as he reasonably believes such conflict of interest (or possible conflict of interest) subsists

(G) The provisions of paragraphs (E) and (F) are without prejudice to any equitable principle or rule of law which may excuse the director from
- (i) disclosing information, in circumstances where disclosure would otherwise be required under these articles, or
- (ii) attending meetings or discussions or receiving documents and information as referred to in paragraph (F), in circumstances where such attendance or receiving such documents and information would otherwise by required under these articles

Declaration of interests in proposed or existing transactions or arrangements with the Company

(H) A director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company shall declare the nature and extent of his interest to the other directors before the Company enters into the transaction or arrangement
(I) A director who is in any way, directly or indirectly, interested in a transaction or arrangement

that has been entered into by the Company shall declare the nature and extent of his interest to the other directors as soon as is reasonably practicable, unless the interest has already been declared under paragraph (H) above

(J) Any declaration required by paragraph (H) or (I) must be made at a meeting of the directors or by notice in writing in accordance with section 184 of the Act or by general notice in accordance with section 185 of the Act
(K) If a declaration made under paragraph (H) or (I) above proves to be, or becomes, inaccurate or incomplete, a further declaration must be made under paragraph (H) or (I), as appropriate
(L) A director need not declare an interest under this article 101
- (i) if it cannot reasonably be regarded as likely to give rise to a conflict of interest,
- (ii) if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware),
- (iii) if, or to the extent that, it concerns terms of his service contract that have been or are to be considered by a meeting of the directors or by a committee of the directors appointed for the purpose under these articles, or
- (iv) if the director is not aware of his interest or is not aware of the transaction or arrangement in question (and for this purpose a director is treated as being aware of matters of which he ought reasonably to be aware)

Ability to enter into transactions and arrangements with the Company notwithstanding interest

(M) Subject to the provisions of the Statutes and provided that he has declared to the board the nature and extent of any direct or indirect interest of his in accordance with this article 101 or where paragraph (L) applies and no declaration of interest is required, a director notwithstanding his office
- (i) may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is otherwise directly or indirectly interested,
- (ii) may act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor), and in any such case on such terms as to remuneration and otherwise as the board may decide, and
- (iii) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate in which the Company is otherwise directly or indirectly interested

Remuneration and benefits

(N) A director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate
- (i) the acceptance, entry into or existence of which has been authorised by the board pursuant to paragraph (A) (subject, in any such case, to any terms upon which such authorisation was given), or
- (ii) which he is permitted to hold or enter into by virtue of paragraph (M) or otherwise pursuant to these articles, nor shall the receipt of any such remuneration or other benefit

constitute a breach of his duty under section 176 of the Act No transaction or arrangement authorised or permitted pursuant to paragraphs (A) or (M) or otherwise pursuant to these articles shall be liable to be avoided on the ground of any such interest or benefit

General voting and quorum requirements

(O) Save as otherwise provided by these articles, a director shall not vote at a meeting of the board or of a committee of the board on any resolution concerning a matter in which he has a direct or indirect interest which is, to his knowledge, a material interest (otherwise than by virtue of his interest m shares or debentures or other securities of or otherwise in or through the Company), but this prohibition does not apply to a resolution concerning any of the following matters
- (i) the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings,
- (ii) the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director 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,
- (iii) a transaction or arrangement concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate,
- (iv) a transaction or arrangement to which the Company is or is to be a party concerning another company (including a subsidiary undertaking of the Company) in which he or any person connected with him is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise (a "relevant company"), if he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the Act) representing one per cent or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) in the relevant company or of the voting rights available to members of the relevant company,
- (v) a transaction or arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings (including any pension fund or retirement, death or disability scheme) which does not award him a privilege or benefit not generally awarded to the employees to whom it relates, and
- (vi) a transaction or arrangement concerning the purchase or maintenance of any insurance policy for the benefit of directors or for the benefit of persons including directors
(P) A director may not vote on or be counted in the quorum in relation to a resolution of the board or committee of the board concerning his own appointment (including, without limitation, fixing or varying the terms of his appointment or its termination) as the holder of an office or place of profit with the Company or any company in which the Company is interested Where proposals are under consideration concerning the appointment (including, without limitation, fixing or varying the terms of appointment or its termination) of two or more directors to offices or places of profit with the Company or a company in which the Company is interested, such proposals shall be divided and a separate resolution considered in relation to each director In that case, each of the directors concerned (if not otherwise debarred from voting under this article) is entitled to vote (and be counted in the quorum) in respect of each resolution except that

concerning his own appointment

(Q) If a question arises at a meeting as to the materiality of a director's interest (other than the interest of the chairman of the meeting) or as to the entitlement of a director (other than the chairman) to vote or be counted in a quorum 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 and his ruling in relation to the director concerned is conclusive and binding on all concerned
(R) If a question arises at a meeting as to the materiality of the interest of the chairman of the meeting or as to the entitlement of the chairman to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be decided by resolution of the directors or committee members present at the meeting (excluding the chairman) whose majority vote is conclusive and binding on all concerned
(S) For the purposes of this article 101, in relation to an alternate director, the interest of his appointor is treated as the interest of the alternate director in addition to any interest which the alternate director otherwise has This article 101 applies to an alternate director as if he were a director otherwise appointed

Miscellaneous

(T) Subject to the Statutes, the Company may by ordinary resolution suspend or relax the provisions of this article 101 to any extent or ratify any transaction or arrangement not properly authorised by reason of a contravention of this article 101

PROCEEDINGS OF DIRECTORS AND COMMITTEES

102 Board meetings

Subject to the articles, the board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit

103 Notice of board meetings

A director may, and the secretary at the request of a director shall, summon a board meeting at any time Notice of a board meeting is deemed to be duly given to a director if it is given to him personally or by word of mouth or by electronic means to an address given by him to the Company for that purpose or sent in writing to him at his last-known address or another address given by him to the Company for that purpose A director may waive the requirement that notice be given to him of a board meeting, either prospectively or retrospectively A director absent or intending to be absent from the United Kingdom may request that notices of board meetings during his absence be sent in hard copy form or by electronic means to him to an address given by him to the Company for that purpose If no request is made (and/or if no such non-United Kingdom address is given) it is not necessary to give notice of a board meeting to a director who is absent from the United Kingdom

104 Quorum

The quorum necessary for the transaction of business may be decided by the board and until otherwise decided is two directors present in person or by alternate director A duly convened meeting of the board at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the board

105 Chairman of board

The board may appoint one of its body as chairman to preside at every board meeting at which

he is present and one or more deputy chairman or chairmen and decide 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 chairman or deputy chairman is elected, or if at a meeting neither the chairman nor a deputy chairman is present within five minutes of the time fixed for the start of the meeting, the directors and alternate directors (in the absence of their appointors) present shall choose one of their number to be chairman If two or more deputy chairmen are present, the senior of them shall act as chairman, seniority being determined by length of office since their last appointment or reappointment or deemed reappointment As between two or more who have held office for an equal length of time, the deputy chairman to act as chairman shall be decided by those directors and alternate directors (in the absence of their appointors) present A chairman or deputy chairman may hold executive office or employment with the Company

106 Voting

Questions arising at a meeting of the board are determined by a majority of votes In case of an equality of votes the chairman has a second or casting vote

107 Participation by telephone

A director or his alternate director may participate in a meeting of the board or a committee of the board through the medium of conference telephone, video teleconference or similar form of communication equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting A person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote Subject to the Statutes, all business transacted in this way by the board or a committee of the board is for the purposes of the articles deemed to be validly and effectively transacted at a meeting of the board or a committee of the board although fewer than two directors or alternate directors are physically present at the same place The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is

108 Resolution in writing

A resolution in writing executed by all directors for the time being entitled to receive notice of a board meeting and not being less than a quorum or by all members of a committee of the board for the time being entitled to receive notice of a committee meeting and not being less than a quorum is as valid and effective for all purposes as a resolution passed at a meeting of the board (or committee, as the case may be) The resolution in writing may consist of several documents in the same form each executed by one or more of the directors or members of the relevant committee The resolution in writing need not be executed by an alternate director if it is executed by his appointor and a resolution executed by an alternate director need not be executed by his appointor

109 Proceedings of committees
(A) Proceedings of any committee of the board consisting of two or more members shall be conducted in accordance with terms prescribed by the board (if any). Subject to those terms and paragraph (B) below, proceedings shall be conducted in accordance with applicable provisions of the articles regulating the proceedings of the board
(B) Where the board resolves to delegate any of its powers, authorities and discretions to a committee and that resolution states that the committee shall consist of any one or more unnamed directors, it is not necessary to give notice of a meeting of that committee to directors other than the director or directors who form the committee
110 Minutes of proceedings
(A) The board shall cause minutes to be recorded of
- (i) all appointments of officers and committees made by the board and of any remuneration fixed by the board, and
- (ii) all proceedings of general meetings of the Company, of the holders of any class of shares in the Company, and of the board, and of committees of the board, including the names of the directors present at each such meeting
(B) 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, minutes are evidence of the proceedings at the meeting
(C) All such minutes, recorded as aforesaid, must be kept for at least 10 years from the date of the meeting
111 Validity of proceedings of board or committee

All acts done by a meeting of the board, or of a committee of the board, or by a person acting as a director, alternate director or member of a committee shall be valid, notwithstanding that it is afterwards discovered that there was a defect in the appointment of a person or persons acting, or that they or any of them were or was disqualified from holding office, or had ceased to hold office, or were not entitled to vote on the matter in question

SECRETARY AND AUTHENTICATION OF DOCUMENTS

112 Secretary
(A) Subject to the Statutes, the board shall appoint a secretary or joint secretaries and may appoint one or more persons to be an assistant or deputy secretary on such terms and conditions (including, without limitation, remuneration) as it thinks fit. The board may remove a person appointed pursuant to this article from office and appoint another or others in his place
(B) Any provision of the Statutes or of the articles requiring or authorising a thing to be done by or to a director and the secretary is not satisfied by its being done by or to the same person acting both as director and as, or in the place of, the secretary
113 Authentication of documents

A director or the secretary or another person appointed by the board for the purpose may authenticate documents affecting the constitution of the Company (including, without limitation, the articles) and resolutions passed by the Company or holders of a class of shares or the board or a committee of the board and books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts

SEALS

114 Safe custody

The board shall provide for the safe custody of every seal

115 Application of seals

A seal may be used only by the authority of a resolution of the board or of a committee of the board The board may decide who will sign an instrument to which a seal is affixed (or, in the case of a share certificate, on which the seal may be printed) either generally or in relation to a particular instrument or type of instrument The board may also decide, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical means Unless otherwise decided by the board

(i) share certificates and certificates issued in respect of debentures or other securities (subject to the provisions of the relevant instrument) need not be signed or, if signed, a signature may be applied by mechanical or other means or may be printed, and
(ii) every other instrument to which a seal is affixed shall be signed by one director and by the secretary or a second director
116 Official seal for use abroad

The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad, and those powers shall be vested in the board

DIVIDENDS AND OTHER PAYMENTS

117 Declaration of dividends

Subject to the Statutes and the articles, the Company may by ordinary resolution declare a dividend to be paid to the members according to their respective rights and interests, but no dividend may exceed the amount recommended by the board

118 Interim dividends

Subject to the Statutes, the board may declare and pay such interim dividends (including, without limitation, a dividend payable at a fixed rate) as appear to it to be justified by the profits of the Company available for distribution No interim dividend shall be declared or paid on shares which do not confer preferred rights with regard to dividend if, at the time of declaration, any dividend on shares which do confer a right to a preferred dividend is in arrears If the board acts in good faith, it does not incur any liability to the holders of shares conferring preferred rights for a loss they may suffer by the lawful payment of an interim dividend on shares ranking after those with preferred rights

119 Entitlement to dividends
(A) Except as otherwise provided by the rights attached to, or the terms of issue of, shares
- (i) a dividend shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is declared and paid, but no amount paid up on a share in advance of a call may be treated for the purpose of this article as paid up on the share, and
- (ii) 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
(B) Except as otherwise provided by the rights attached to shares, dividends may be declared or paid in any currency The board may agree with any member that dividends which may at any time or from time to time be declared or become due on his shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other person to bear any costs involved
120 Method of payment
(A) The Company may pay any dividend, interest or other amount payable in respect of a share
- (i) in cash,
(ii) by cheque, warrant or money order made payable to or to the order of the person entitled to the payment (and may, at the Company's option, be crossed "account payee" where appropriate),
(iii) by a bank or other funds transfer system to an account designated in writing by the person entitled to the payment,
(iv) if the board so decides, by means of a relevant system in respect of an uncertificated share, subject to any procedures established by the board to enable a holder of uncertificated shares to elect not to receive dividends by means of a relevant system and to vary or revoke any such election, or
(v) by such other method as the person entitled to the payment may in writing direct and the board may agree
(B) The Company may send a cheque, warrant or money order by post
- (i) in the case of a sole holder, to his registered address,
- (ii) in the case of joint holders, to the registered address of the person whose name appears first in the register,
- (iii) in the case of a person or persons entitled by transmission to a share, as if it were a notice given in accordance with article 135(B), or
- (iv) in any case, to a person and address that the person or persons entitled to the payment may in writing direct
(C) Where a share is held jointly or two or more persons are jointly entitled by transmission to a share
- (i) the Company may pay any dividend, interest or other amount payable in respect of that share to any one joint holder, or any one person entitled by transmission to the share, and in either case that holder or person may give an effective receipt for the payment, and
- (ii) for any of the purposes of this article 120, the Company may rely in relation to a share on the written direction or designation of any one joint holder of the share, or any one person entitled by transmission to the share
(D) Every cheque, warrant or money order sent by post is sent at the risk of the person entitled to the payment. If payment is made by bank or other funds transfer, by means of a relevant system or by another method at the direction of the person entitled to payment, the Company is not responsible for amounts lost or delayed in the course of making that payment
(E) Without prejudice to article 66, the board may withhold payment of a dividend (or part of a dividend) payable to a person entitled by transmission to a share until he has provided such evidence of his right as the board may reasonably require
121 Dividends not to bear interest

No dividend or other amount payable by the Company in respect of a share bears interest as against the Company unless otherwise provided by the rights attached to the share

122 Calls or debts may be deducted from dividends etc

The board may deduct from a dividend or other amounts payable to a person in respect of a

share amounts due from him to the Company on account of a call or otherwise in relation to a share

123 Unclaimed dividends etc

Any unclaimed dividend, interest or other amount payable by the Company in respect of a share may be invested or otherwise made use of by the board for the benefit of the Company until claimed A dividend unclaimed for a period of 12 years from the date it was declared or became due for payment is forfeited and ceases to remain owing by the Company The payment of an unclaimed dividend, interest or other amount payable by the Company in respect of a share into a separate account does not constitute the Company a trustee in respect of it

124 Uncashed dividends

If, in respect of a dividend or other amount payable in respect of a share, on any one occasion

(i) a cheque, warrant or money order is returned undelivered or left uncashed, or
(ii) a transfer made by a bank or other funds transfer system is not accepted,

and reasonable enquiries have failed to establish another address or account of the person entitled to the payment, the Company is not obliged to send or transfer a dividend or other amount payable in respect of that share to that person until he notifies the Company of an address or account to be used for that purpose If the cheque, warrant or money order is returned undelivered or left uncashed or transfer not accepted on two consecutive occasions, the Company may exercise this power without making any such enquiries

125 Payment of dividends in specie

Without prejudice to article 66, the board may, with the prior authority of an ordinary resolution of the Company, direct that payment of a dividend may be satisfied wholly or in part by the distribution of specific assets and in particular of paid-up shares or debentures of another company Where a difficulty arises in connection with the distribution, the board may settle it as it thinks fit and in particular, without limitation, may

(i) issue fractional certificates (or ignore fractions),
(ii) fix the value for distribution of the specific assets (or any part of them),
(iii) decide that a cash payment be made to a member on the basis of the value so fixed, in order to secure equality of distribution, and
(iv) vest assets in trustees on trust for the persons entitled to the dividend as seems expedient to the board
126 Payment of scrip dividends
(A) Subject to the Statutes, but without prejudice to article 66, the board may, with the prior authority of an ordinary resolution of the Company, allot to those holders of a particular class of shares who have elected to receive them further shares of that class or ordinary shares m either case credited as fully paid ("new shares") instead of cash in respect of all or part of a dividend or dividends specified by the resolution, subject to any exclusions, restrictions or other arrangements the board may in its absolute discretion deem necessary or expedient to deal with legal or practical problems under the laws of, or the requirements of a recognised regulatory body or a stock exchange in, any territory
(B) Where a resolution under article 126(A) is to be proposed at a general meeting and the resolution relates in whole or in part to a dividend to be declared at that meeting, then the

resolution declaring the dividend is deemed to take effect at the end of that meeting

(C) A resolution under article 126(A) may relate to a particular dividend or to all or any dividends declared or paid within a specified period, but that period may not end later than the beginning of the fifth annual general meeting following the date of the meeting at which the resolution is passed
(D) The board shall determine the basis of allotment of new shares so that, as nearly as may be considered convenient without involving rounding up of fractions, the value of the new shares (including a fractional entitlement) to be allotted (calculated by reference to the average quotation, or the nominal value of the new shares, if greater) equals (disregarding an associated tax credit) the amount of the dividend which would otherwise have been received by the holder (the "relevant dividend") For this purpose the "average quotation'' of each of the new shares is the average of the middle-market quotations for a fully-paid share of the Company of that class derived from the Daily Official List of the London Stock Exchange (or such other average value derived from such other source as the board may deem appropriate) for the business day on which the relevant class of shares is first quoted "ex" the relevant dividend (or such other date as the board may deem appropriate) and the four subsequent business days or shall be as determined by or in accordance with the resolution under article 126(A) A certificate or report by the auditors as to the value of the new shares to be allotted in respect of any dividend shall be conclusive evidence of that amount
(E) The board may make any provision it considers appropriate in relation to an allotment made or to be made pursuant to this article (whether before or after the passing of the resolution under article 126(A)), including, without limitation
- (i) the giving of notice to holders of the right of election offered to them,
- (ii) the provision of forms of election (whether in respect of a particular dividend or dividends generally),
- (iii) determination of the procedure for making and revoking elections,
- (iv) the place at which, and the latest time by which, forms of election and other relevant documents must be lodged in order to be effective, and
- (v) the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned)
(F) The dividend (or that part of the dividend in respect of which a right of election has been offered) is not declared or payable on shares in respect of which an election has been duly made (the "elected shares"), instead new shares are allotted to the holders of the elected shares on the basis of allotment calculated as in paragraph (D) For that purpose, the board may resolve to capitalise out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve, profit and loss account and/or retained earnings account), whether or not available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to the holders of the elected shares A resolution of the board capitalising part of the reserves has the same effect as if the board had resolved to effect the capitalisation with the authority of an ordinary resolution of the Company pursuant to article 127 In relation to the capitalisation the board may exercise all the powers conferred on it by article 127 without an ordinary resolution of the Company
(G) The new shares rank pan passu in all respects with each other and with the fully-paid shares of the same class in issue on the record date for the dividend in respect of which the nght of

election has been offered, but they will not rank for a dividend or other distribution or entitlement which has been declared or paid by reference to that record date

(H) In relation to any particular proposed dividend, the board may in its absolute discretion decide
- (i) that shareholders shall not be entitled to make any election in respect thereof and that any election previously made shall not extend to such dividend, or
- (ii) at any time prior to the allotment of the new shares which would otherwise be allotted in lieu thereof, that all elections to take ordinary shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it
127 Capitalisation of profits

Subject to the Statutes, the board may, with the authority of an ordinary resolution of the Company

(i) resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve, profit and loss account and/or retained earnings account), whether or not available for distribution,
(ii) appropriate the sum resolved to be capitalised to the members in proportion to the nominal amount of ordinary shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards

(a) paying up the amounts (if any) for the time being unpaid on shares held by them respectively, or

(b) paying up in full new shares or debentures of a nominal amount equal to that sum,

and allot the shares or debentures, credited as fully paid, to the members (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve and profits or retained earnings which are not available for distribution may, for the purposes of this article, only be applied in paying up new shares to be allotted to members credited as fully paid,

(iii) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the board may deal with the fractions as it thinks fit, including issuing fractional certificates, disregarding fractions or selling shares or debentures representing the fractions to a person for the best price reasonably obtainable and distributing the net proceeds of the sale in due proportion amongst the members (except that if the amount due to a member is less than £5, or such other sum as the board may decide, the sum may be retained for the benefit of the Company),
(iv) authorise a person to enter (on behalf of all the members concerned) an agreement with the Company providing for either
- (a) the allotment to the members respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalisation, or
- (b) the payment by the Company on behalf of the members (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing shares,
- an agreement made under the authority being effective and binding on all those

members, and

(v) generally do all acts and things required to give effect to the resolution
128 Record dates

Notwithstanding any other provision of the articles, but subject to the Statutes and rights attached to shares, the Company or the board may fix any date as the record date for a dividend, distribution, allotment or issue. The record date may be on or at any time before or after a date on which the dividend, distribution, allotment or issue is declared, made or paid

ACCOUNTS

129 Keeping and inspection of accounts
(A) The board shall ensure that accounting records are kept in accordance with the Statutes
(B) The accounting records shall be kept at the office or, subject to the Statutes, at another place decided by the board and shall be available during business hours for the inspection of the directors and other officers No member (other than a director or other officer) has the right to inspect an accounting record or other document or information except if that right is conferred by the Statutes or he is authorised by the board or by an ordinary resolution of the Company
130 Accounts to be sent to members etc
(A) In respect of each financial year, a copy of the Company's annual accounts, the directors' report, the directors' remuneration report, the auditors' report on those accounts and on the auditable part of the directors' remuneration report shall be sent by post or delivered to
- (i) every member (whether or not entitled to receive notices of general meetings),
- (ii) every holder of debentures (whether or not entitled to receive notices of general meetings), and
- (iii) every other person who is entitled to receive notices of general meetings,

not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Statutes This article does not require copies of the documents to which it applies to be sent or delivered to

(a) a member or holder of debentures of whose address the Company is unaware, or
(b) more than one of the joint holders of shares or debentures
(B) The board may determine that persons entitled to receive a copy of the Company's annual accounts, the directors' report, the directors' remuneration report, the auditors' report on those accounts and on the auditable part of the directors' remuneration report are those persons entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant copies are being sent
(C) Where permitted by the Statutes, a summary financial statement derived from the Company's annual accounts, the directors' report and the directors' remuneration report in the form and containing the information presented by the Statutes may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by article 130(A)

NOTICES AND COMMUNICATIONS

131 Form of notices and communications by the company

Save where these articles expressly require otherwise, any notice, document or information to be sent or supplied by the Company may be sent or supplied in accordance with the Act (whether authorised or required to be sent or supplied by the Statutes or otherwise) in hard copy form, in electronic form or by means of a web site The Company may at any time and in its sole discretion choose to give, send, supply, deliver or provide any notice, document or information in hard copy form alone to some or all members

132 Notice by advertisement

If by reason of the suspension or curtailment of postal services in the United Kingdom or any part of the United Kingdom, or of services for delivery by electronic means, the Company is unable in the opinion of the board effectively to convene a general meeting by notices sent through the post (or by notification by post as to the availability of the notice of meeting on a website) or (in the case of those members in respect of which of whom an address has for the time being been notified to the Company, in a manner specified by the board, for the purpose of giving notices by electronic means) by electronic means, the board may decide that the only persons to whom notice of the affected general meeting must be sent are

(i) the board,
(ii) the Company's auditors,
(iii) those members to whom notice to convene the general meeting can validly be sent by means of a website and to whom notification as to the availability of the notice of meeting on a website can validly be sent by electronic means

In any such case the Company shall

(a) send confirmatory copies of the notice (or a confirmatory notification as to the availability of the notice on the Company's website in the case of those members to whom notice to convene the general meeting can validly be sent by means of a website but to whom notification as of the availability of the notice of meeting on a website cannot validly be sent by electronic means) by post or (as the case may be) by electronic means if, at least seven days prior to the date of the general meeting, the posting of nonces to addresses throughout the United Kingdom or (as the case may be) the sending of nonces by electronic means again becomes, m the opinion of the Directors, practicable,
(b) advertise the nonce of meeting in at least one national newspaper, and
(c) make the notice of meeting available on its website from the day the notice was sent until the conclusion of the meeting or any adjournment thereof
133 Deemed delivery of notices, documents and information
(A) A notice, document or information sent by post and addressed to a member at his registered address or address for service in the United Kingdom is deemed to be given to or received by the intended recipient 24 hours after it was put in the post if pre-paid as first class post and 48 hours after it was put in the post if pre-paid as second class post, and in proving service it is sufficient to prove that the envelope containing the notice, document or information was properly addressed, pre-paid and posted
(B) A notice, document or information sent or supplied by electronic means to an address specified for the purpose by the member is deemed to have been given to or received by the intended

recipient 24 hours after it was sent, and in proving service it is sufficient to prove that the communication was properly addressed and sent

(C) A notice, document or information sent or supplied by means of a website is deemed to have been given to or received by the intended recipient when (i) the material was first made available on the website or (n) if later, when the recipient received (or, in accordance with this article 133, is deemed to have received) notification of the fact that the material was available on the website
(D) A notice, document or information not sent by post but left at a registered address or address for service m the United Kingdom is deemed to be given on the day it is left
(E) A notice, document or information served or delivered by the Company by any other means authorised in writing by the member concerned is deemed to be served when the Company has taken the action it has been authorised to take for that purpose
(F) A member present at a meeting of the holders of a class of shares is deemed to have received due notice of the meeting and, where required, of the purposes for which it was called
134 Notice binding on transferees, etc

A person who becomes entitled to a share by transmission, transfer or otherwise is bound by a notice in respect of that share (other than a notice served by the Company under section 793 of the Act) which, before his name is entered in the register, has been properly served on a person from whom he derives his title

135 Notice in case of joint holders and entitlement by transmission
(A) In the case of joint holders of a share, a notice, document or information shall be validly sent or supplied to all joint holders if given, sent, supplied, delivered or provided to whichever of them is named first in the register in respect of the joint holding Anything to be agreed or specified in relation to a notice, document or information to be given, sent, supplied, delivered or provided to joint holders, may be agreed or specified by the joint holder who is named first in the register in respect of the joint holding
(B) Where a person is entitled by transmission to a share, the Company may give, send, supply, deliver or provide a notice, document or information to that person as if he were the holder of a share by addressing it to him by name or by the title of representative of the deceased or trustee of the bankrupt member (or by similar designation) at an address in the United Kingdom supplied for that purpose by the person claiming to be entitled by transmission Until an address has been supplied, a notice, document or information may be given in any manner in which it might have been given if the death or bankruptcy or other event had not occurred The giving of notice in accordance with this article is sufficient notice to any other person interested in the share

MISCELLANEOUS

136 Destruction of documents
(A) The Company may destroy
- (i) a share certificate which has been cancelled at any time after one year from the date of cancellation,
- (ii) a mandate for the payment of dividends or other amounts or a variation or cancellation of a mandate or a notification of change of name or address at any time after two years from the date the mandate, variation, cancellation or notification was recorded by the Company,
(iii) an instrument of transfer of shares (including a document constituting the renunciation of an allotment of shares) which has been registered at any time after six years from the date of registration, and
(iv) any other document on the basis of which any entry in the register is made at any time after six years from the date an entry in the register was first made in respect of it
(B) It is presumed conclusively in favour of the Company that every share certificate destroyed was a valid certificate validly cancelled, that every instrument of transfer destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed was a valid and effective document in accordance with the recorded particulars in the books or records of the Company, but
- (i) the provisions of this article apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of the document is relevant to a claim,
- (ii) nothing contained in this article imposes on the Company liability in respect of the destruction of a document earlier than provided for in this article or in any case where the conditions of this article are not fulfilled, and
- (iii) references in this article to the destruction of a document include reference to its disposal in any manner
137 Winding up

On a voluntary winding up of the Company the liquidator may, on obtaining any sanction required by law, divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds, and vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he, with the like sanction, shall determine For this purpose the liquidator may set the value he deems fair on a class or classes of property, and may determine on the basis of that valuation and in accordance with the then existing rights of members how the division is to be earned out between members or classes of members The liquidator may not, however, distribute to a member without his consent an asset to which there is attached a liability or potential liability for the owner

138 Indemnity of officers, funding directors' defence costs and power to purchase insurance
(A) To the extent permitted by the Statutes (but so that this article does not extend to any matter insofar as it would cause this article or any part of it to be void under the Statutes) and without prejudice to any indemnity to which he may otherwise be entitled, every person who is or was a director or other officer of the Company (other than any person (whether or not an officer of the Company) engaged by the Company as auditor) shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or otherwise) in relation to the Company or its affairs provided that such indemnity shall not apply in respect of any liability incurred by him
- (i) to the Company or to any associated company, or
- (ii) to pay a fine imposed in criminal proceedings, or
- (iii) to pay a sum payable to a regulatory authority by way of a penalty in respect of noncompliance with any requirement of a regulatory nature (howsoever arising), or
- (iv) in defending any criminal proceedings in which he is convicted, or
(v) in defending any civil proceedings brought by the Company, or an associated company, in which judgment is given against him, or
(vi) in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely
- (a) section 661(3) or (4) of the Act (acquisition of shares by innocent nominee), or
- (b) section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct)
(B) In article 138(A)(iv), (v) or (vi) Che reference to a conviction, judgment or refusal of relief is a reference to one that has become final A conviction, judgment or refusal of relief becomes final
- (i) if not appealed against, at the end of the period for bringing an appeal, or
- (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of

An appeal is disposed of

(i) if it is determined and the period for bringing any further appeal has ended, or
(ii) if it is abandoned or otherwise ceases to have effect
(C) Without prejudice to article 138(A) or to any indemnity to which a director may otherwise be entitled, and to the extent permitted by the Statutes and otherwise upon such terms and subject to such conditions as the board may in its absolute discretion think fit, the board shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application under section 661(3) or (4) of the Act (acquisition of shares by innocent nominee) or section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure
(D) Where at any meeting of the board or a committee of the board any arrangement falling within paragraph (C) above is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement confers upon such director a benefit not generally available to any other director, in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 101(0) and he shall not be so entitled to vote or be counted in the quorum
(E) To the extent permitted by the Statutes, the board may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a person who is or was
- (i) a director, alternate director, secretary or auditor of the Company or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect), or
- (ii) trustee of a retirement benefits scheme or other trust in which a person referred to in subparagraph (E)(i) above is or has been interested,

indemnifying him and keeping him indemnified against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the Company

The liabilities of the members is limited to the amount, if any, unpaid on the shares in the Company respectively held by them.

139 Limited Liabilities

The liabilities of the members is limited to the amount, if any, unpaid on the shares in the Company respectively held by them.

140 B Shares
(A) Subject to the Act and notwithstanding anything in these Articles to the contrary:
- (i) the directors may, from time to time, issue unlisted, redeemable, fixed rate preference shares of £0.01 each in the capital of the Company ("B Shares"), provided that such B Shares are fully paid up out of the reserves of the Company (which shall include, but not be limited to, any capital standing to the credit of the share premium account or any capital redemption reserve) and of any other profits available for distribution; and
- (ii) the directors may, with the authority of a special resolution (which need only be obtained once and need not be obtained on every occasion B Shares are to be issued), from time to time resolve to capitalise any sum or sums standing to the credit of any reserve (which shall include, but not be limited to, any capital standing to the credit of the share premium account or any capital redemption reserve) and of any other profits available for distribution and apply such sum or sums for the purposes of paying up B Shares to be allotted and issued to existing shareholders pro rata to their shareholding of the ordinary shares at the record date for the relevant issue of B Shares.
(B) Notwithstanding any other provisions in these Articles, the B Shares shall have the rights, and be subject to the restrictions, attaching to shares set out in these Articles save that in the event of a conflict between any provision in this Article 140 and any other provision in these Articles, the provisions in this Article 140 shall prevail.

Income

(C) The profits available for distribution shall be applied first in paying to the holders of the B Shares (in priority to any payment of dividend to the holders of any other class of shares in the capital of the Company) a fixed rate cash dividend ("Preferential Dividend") at the rate of £0.0001 on every B Share held by them, such dividend to be paid on the date following 6 months after the date on which the relevant B Shares were issued and thereafter on each anniversary of such date ("Fixed Dividend Dates") to the registered holders of B Shares shown in the register of members of the Company on the relevant Fixed Dividend Date. Every Preferential Dividend shall be distributed to the holders of the B Shares pro rata according to the amounts paid up or credited as paid up on the B Shares held by them respectively and shall be rounded down to the nearest whole number of pence.

Capital

(D) On a return of capital on a winding-up (excluding any intra-group reorganisation on a solvent basis), the holders of the B Shares shall be entitled, in priority to any payment to the holders of every other class of share in the capital of the Company, to one penny per B Share held by them.

In the event that there is a winding-up and the amounts available for payment are insufficient to pay the amounts due on all the B Shares in full, the holders of the B Shares shall be entitled to their pro rata proportion of the amounts to which they would otherwise be entitled.

The aggregate entitlement of each holder of B Shares on a winding-up in respect of all the B Shares held by them shall be rounded down to the nearest whole number of pence.

Attendance and voting at general meetings

(E) The holders of the B Shares shall not be entitled, in their capacity as holders of such B Shares, to receive notice of any general meeting of the Company nor to attend, speak or vote at any such general meeting nor to vote on a written resolution of the Company.

Class rights

(F) The Company may from time to time create, allot and issue further shares, whether ranking equally with or in priority or subsequent to the B Shares. The creation, allotment or issue of any such further shares (whether or not ranking in any respect in priority to the B Shares) shall be treated as being in accordance with the rights attaching to the B Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the B Shares.

A reduction by the Company of the capital paid up or credited as paid up on the B Shares and the cancellation of such shares shall be treated as being in accordance with the rights attaching to the B Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the B Shares.

Redemption of B Shares

(G) Subject to the provisions of the Act and these Articles, the Company shall redeem the B Shares as follows:
- (i) the B Shares shall be redeemed at such time or times as the directors may in their absolute discretion determine (each a "Redemption Time"). There shall be paid on each B Share redeemed under this Article 140(G) the amount paid up thereon together with a sum equal to all arrears, of any Preferential Dividend due and payable at any time prior to the Redemption Time;
- (ii) as from the Redemption Time, no Preferential Dividends shall be payable on the B Shares;
- (iii) in the absence of bad faith or wilful default, neither the Company nor any of its directors, officers or employees shall have any liability to any person for any loss or damage arising as a result of the determination of the Redemption Time in accordance with Article 140.(G)(i) above; and
- (iv) the receipt of the registered holder for the time being of any B Shares (or in the case of joint registered holders the receipt of any of them) of the monies payable on redemption thereof shall constitute an absolute discharge to the Company in respect thereof.

Transfer

(H) The B Shares shall not be transferable.

Share certificates

(I) The B Shares shall not be listed or admitted to trading on any stock exchange nor shall any share certificates be issued in respect of the B Shares.

AI Terminal

LMS CAPITAL PLC

4881_rns_2025-05-15_cd9f1f73-30b4-4e58-bb01-85b2abad996a.pdf

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION OF LMS CAPITAL PLC

Incorporated 17 March 2006

CONTENTS

Company No 5746555

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

LMS CAPITAL PLC

PRELIMINARY

1 Interpretation

SHARE CAPITAL

SHARE CERTIFICATES

LIEN

CALLS ON SHARES

16 Power to differentiate

17 Interest on calls

18 Payment in advance

19 Amounts due on allotment or issue treated as calls

FORFEITURE

20 Notice if call not paid

22 Notice after forfeiture

23 Disposal of forfeited shares

UNTRACED SHAREHOLDERS

TRANSFER OF SHARES

TRANSMISSION OF SHARES

ALTERATION OF SHARE CAPITAL

GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

VOTING

56 Casting vote

61 Corporate representatives

62 Objections to and error in voting

63 Amendments to special resolutions

64 Amendments to ordinary resolutions

65 Class meetings

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

68 Power of the company to appoint directors

78 Removal by ordinary resolution

ALTERNATE DIRECTORS

81 Revocation of appointment

82 Participation in board meetings

REMUNERATION, EXPENSES AND PENSIONS

86 Expenses

POWERS AND DUTIES OF THE BOARD

90 Powers of the board

91 Powers of directors being less than minimum required number

92 Powers of executive directors

93 Delegation to committees

94 Agents

95 Associate directors

96 Exercise of voting powers

97 Provision for employees

98 Registers

99 Borrowing powers

Directors' interests other than in relation to transactions or arrangements with the Company authorisation under section 175 of the Act

Confidential information and attendance at board meetings

Declaration of interests in proposed or existing transactions or arrangements with the Company

Ability to enter into transactions and arrangements with the Company notwithstanding interest

Remuneration and benefits

General voting and quorum requirements

Miscellaneous

PROCEEDINGS OF DIRECTORS AND COMMITTEES

106 Voting

107 Participation by telephone

108 Resolution in writing

SECRETARY AND AUTHENTICATION OF DOCUMENTS

SEALS

114 Safe custody

DIVIDENDS AND OTHER PAYMENTS

124 Uncashed dividends

ACCOUNTS

NOTICES AND COMMUNICATIONS

131 Form of notices and communications by the company

MISCELLANEOUS

139 Limited Liabilities