MARSTON'S PLC - Governance Information 2022

COMPANY NO. 31461

COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

MARSTON’S PLC

[(adopted by special resolution passed on 25 January 2022)]

PRELIMINARY

Table A

Definitions

The regulations in Table A in the First Schedule to the Companies Act 1862 and any similar regulations made under any other legislation containing standard articles of association do not apply to the Company.
In these Articles, except where the subject or context otherwise requires:

Act means the Companies Act 2006 including any modification or re-enactment of it for the time being in force;

Articles means these articles of association as altered from time to time by special resolution;

Auditors means the auditors of the Company;

the Board means the Directors or any of them acting as the board of Directors of the Company;

the Company or Marston’s means Marston’s PLC;

the Companies Acts means (i) the provisions of parts 1 to 39 of the Act and the provisions of parts 45 to 47 of the Act (in so far as they apply for the purposes of parts 45 to 47 of the Act), (ii) Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (community interest companies) and (iii) the provisions of the

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Companies Act 1985 and the Companies Consolidation (Consequential Provisions) Act 1985 that remain in force;

Certificated Share means a share in the capital of the Company that is not an Uncertificated Share and references in these Articles to a share being held in certificated form shall be construed accordingly;

Clear Days in relation to the sending of a notice means the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

Director means a director of the Company;

Dividend means dividend or bonus;

electronic facility includes, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of attendance at or participation in (or both attendance at and participation in) a general meeting determined by the Board pursuant to Article 70;

entitled by transmission means, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the Holder or otherwise by operation of law;

FSMA means the Financial Services and Markets Act 2000;

Holder in relation to a share in the capital of the Company means the Member whose name is entered in the Register as the holder of that share;

Member means a member of the Company;

Office means the registered office of the Company;

Operator means a person approved under the Regulations as an Operator of a relevant system;

Ordinary Shares has the meaning given to it in Article 4;

paid means paid or credited as paid;

Preference Shares has the meaning given to it in Article 4;

Recognised Person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, each of which terms has the meaning given to it by section 778 of the Act;

Register means either or both of the Company’s register of Members and the Operator register of Members of the Company;

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Regulations means the Uncertificated Securities Regulations 2001 including any modification or re-enactment of them for the time being in force;

Seal means the common seal of the Company and includes any official seal kept by the Company by virtue of section 49 or 50 of the Act;

Secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary;

Uncertificated Share means (subject to Regulation 42(11)(a) of the Regulations) a share in the capital of the Company title to which is recorded on the Operator register of Members of the Company and which may, by virtue of the Regulations, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed accordingly; and

United Kingdom means Great Britain and Northern Ireland.

Construction

Where, in relation to a share, these Articles refer to a relevant system, the reference is to the relevant system in which that share is a participating security at the relevant time.

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

References to writing mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and written shall be construed accordingly.

Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include corporations.

Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Act have the same meaning as in the Act (but excluding any modification of the Act not in force at the date these Articles took effect) unless inconsistent with the subject or context.

Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Regulations have the same meaning as in the Regulations (but excluding any modification of the Regulations not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.

Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.

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Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.

In these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word Board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more Directors, any Director, any other officer of the Company and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.

SHARE CAPITAL AND LIMITED LIABILITY

Share Capital

The share capital of the Company at the date of adoption of these Articles is divided into 6 per cent. Cumulative Preference Shares of £1 each (hereinafter referred to as the Preference Shares ) and Ordinary Shares of 7.375p each (hereinafter referred to as the Ordinary Shares ).

Limited Liability

The liability of the Members is limited to the amount, if any, unpaid on the shares held by them.
Shares with 6. Subject to the provisions of the Companies Acts and without prejudice to any special rights rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the Board shall determine.
Share warrants 7. The Board may issue share warrants to bearer in respect of any fully paid shares to bearer under a Seal of the Company or in any other manner authorised by the Board. Any share while represented by such a warrant shall be transferable by delivery of the warrant relating to it. In any case in which a warrant is so issued, the Board may provide for the payment of Dividends or other monies on the shares represented by the warrant by coupons or otherwise. The Board may decide, either generally or in any particular case or cases, that any signature on a warrant may be applied by electronic or mechanical means or printed on it or that the warrant need not be signed by any person.

Conditions of 8. The Board may determine, and from time to time vary, the conditions on which issue of share warrants share warrants to bearer shall be issued and, in particular, the conditions on which:

(a) a new warrant or coupon shall be issued in place of one worn-out, defaced, lost or destroyed (but no new warrant shall be issued unless the Company is satisfied beyond reasonable doubt that the original has been destroyed); or
(b) the bearer shall be entitled to attend and vote at general meetings; or
(c) a warrant may be surrendered and the name of the bearer entered in the Register in respect of the shares specified in the warrant.

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The bearer of such a warrant shall be subject to the conditions for the time being in force in relation to the warrant, whether made before or after the issue of the warrant. Subject to those conditions and to the provisions of the Companies Acts, the bearer shall be deemed to be a Member of the Company and shall have the same rights and privileges as they would have if their name had been included in the Register as the Holder of the shares comprised in the warrant.

No right in 9. The Company shall not be bound by or be compelled in any way to recognise relation to share any right in respect of the share represented by a share warrant other than the bearer’s absolute right to the warrant.

Uncertificated

Shares

Subject to the provisions of the Regulations, the Board may:
(a) permit the holding of shares in any class of shares in uncertificated form and the transfer of title to shares in that class by means of a relevant system and may determine that any class of shares shall cease to be a participating security; and
(b) change shares of a class which is at the relevant time a participating class from uncertificated to certificated form, and from certificated to uncertificated form.
Not separate 11. Shares in the capital of the Company that fall within a certain class shall not class of shares form a separate class of shares from other shares in that class because any share in that class:
(a) is held in uncertificated form; or
(b) is permitted in accordance with the Regulations to become a participating security.
Exercise of 12. Where any class of shares is a participating security and the Company is entitled Company’s entitlements in under any provision of the Companies Acts, the Regulations or these Articles to sell, respect of transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of, or otherwise Uncertificated Share enforce a lien over, a share held in uncertificated form, the Company shall be entitled, subject to the provisions of the Companies Acts, the Regulations, these Articles and the facilities and requirements of the relevant system:
(a) to require the Holder of that Uncertificated Share by notice to change that share into certificated form within the period specified in the notice and to hold that share in certificated form so long as required by the Company;
(b) to require the Holder of that Uncertificated Share by notice to give any instructions necessary to transfer title to that share by means of the relevant system within the period specified in the notice;
(c) to require the Holder of that Uncertificated Share by notice to appoint any person to take any step, including without limitation the giving of any instructions by means of the relevant system, necessary to transfer that share within the period specified in the notice;

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(d) to require the Operator to convert that Uncertificated Share into certificated form in accordance with Regulation 32(2)(c) of the Regulations; and
(e) to take any action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share, or otherwise to enforce a lien in respect of that share.

Section 551 authority

The Board has general and unconditional authority to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount equal to the section 551 amount, for each prescribed period.
Section 561 14. The Board is empowered for each prescribed period to allot equity securities for disapplication cash pursuant to the authority conferred by Article 13 as if section 561 of the Act did not apply to any such allotment, provided that its power shall be limited to:
(a) the allotment of equity securities in connection with a pre-emptive issue; and
(b) the allotment (otherwise than pursuant to Article 14(a)) of equity securities up to an aggregate nominal amount equal to the section 561 amount.

This Article applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in this Article the words “pursuant to the authority conferred by Article 13” were omitted.

Allotment after expiry

The Company may make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after an authority given pursuant to Article 13 or a power given pursuant to Article 14 has expired. The Board may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of that offer or agreement as if the authority or power pursuant to which that offer or agreement was made had not expired.

Definitions

In this Article and Articles 13, 14 and 15:

prescribed period means any period for which the authority conferred by Article 13 is given by ordinary or special resolution stating the section 551 amount and/or the power conferred by Article 14 is given by special resolution stating the section 561 amount;

pre-emptive issue means an offer of equity securities to Holders of Ordinary Shares or an invitation to Holders of Ordinary Shares to apply to subscribe for equity securities and, if in accordance with their rights the Board so determines, Holders of other equity securities of any class (whether by way of rights issue, open offer or otherwise) where the equity securities respectively attributable to the interests of Holders of Ordinary Shares or Holders of other equity securities (if applicable) are proportionate (as nearly as practicable) to the respective numbers of Ordinary Shares or other equity securities, as the case may be held by them, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any regulatory body or stock exchange;

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section 551 amount means, for any prescribed period, the amount stated as such in the relevant ordinary or special resolution; and

section 561 amount means, for any prescribed period, the amount stated as such in the relevant special resolution.

Residual allotment powers

Subject to the provisions of the Companies Acts relating to authority, preemption rights or otherwise and of any resolution of the Company in general meeting passed pursuant to those provisions, and, in the case of redeemable shares, the provisions of Article 18:
(a) all shares for the time being in the capital of the Company shall be at the disposal of the Board; and
(b) the Board may reclassify, allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons on such terms and conditions and at such times as it thinks fit.

Redeemable shares

Commissions

Trusts not recognised

Subject to the provisions of the Companies Acts, and without prejudice to any rights attached to any existing shares or class of shares, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the Holder. The Board may determine the terms, conditions and manner of redemption of shares provided that it does so before the shares are allotted.
The Company may exercise all powers of paying commissions or brokerage conferred or permitted by the Companies Acts. Subject to the provisions of the Companies Acts, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.
Except as required by law, the Company shall recognise no person as holding any share on any trust and (except as otherwise provided by these Articles or by law) the Company shall not (even when having notice thereof) be bound by or recognise any interest in any share (or in any fractional part of a share) except the Holder’s absolute right to the entirety of the share (or fractional part of the share).

VARIATION OF RIGHTS

Method of varying rights

Subject to the provisions of the Companies Acts, all or any of the rights for the time being attached to any class of shares for the time being issued by the Company (other than the Preference Shares) may (unless otherwise provided by the terms of allotment of the shares of that class) be varied or abrogated, whether or not the Company is being wound up, either:
(a) with the written consent of the Holders of three-quarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares), which consent shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose, or in default of such specification to the Office, and may consist of several documents, each executed or authenticated in such manner as the

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Board may approve by or on behalf of one or more Holders, or a combination of both; or

(b) with the sanction of a special resolution passed at a separate general meeting of the Holders of the shares of the class,

but not otherwise.

When rights 22. For the purposes of Article 21 (and, for the avoidance of doubt, otherwise than deemed to be varied in respect of the Preference Shares), if at any time the capital of the Company is divided into different classes of shares, unless otherwise expressly provided by the rights attached to any share or class of shares, those rights shall be deemed to be varied by:
(a) the reduction of the capital paid up on that share or class of shares otherwise than by a purchase or redemption by the Company of its own shares; and
(b) the allotment of another share ranking in priority for payment of a Dividend or in respect of capital or which confers on its Holder voting rights more favourable than those conferred by that share or class of shares,

but shall not be deemed to be varied by:

(c) the creation or issue of another share ranking equally with, or subsequent to, that share or class of shares or by the purchase or redemption by the Company of its own shares; or
(d) the Company permitting, in accordance with the Regulations, the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system.
The special rights conferred upon the Holders of the Preference Shares shall not be deemed to be altered by the creation or issue of further shares ranking pari passu therewith or the Company permitting, in accordance with the Regulations, the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system.

SHARE CERTIFICATES

Members’ rights to certificates

Every Member, on becoming the Holder of any Certificated Share (except a Recognised Person in respect of whom the Company is not required by law to complete and have ready for delivery a certificate) shall be entitled, without payment, to receive, one certificate for all the Certificated Shares of each class held (and, on transferring a part of their holding of Certificated Shares of any class, to a certificate for the balance of their holding of Certificated Shares). A Member may elect to receive one or more additional certificates for any of their Certificated Shares if they pay a reasonable sum determined from time to time by a Director or the Secretary for every certificate after the first. Every certificate shall:
(a) be executed under the Seal or otherwise in accordance with Article 177 or in such other manner as the Board may approve; and

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(b) specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up on the shares.

The Company shall not be bound to issue more than one certificate for Certificated Shares held jointly by more than one person and delivery of a certificate to one joint Holder shall be a sufficient delivery to all of them. Shares of different classes may not be included in the same certificate.

Replacement certificates

If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of any exceptional out-of-pocket expenses reasonably incurred by the Company in investigating evidence and preparing the requisite form of indemnity as the Board may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.

LIEN

Company to 26. The Company shall have a first and paramount lien on every share (not being a have lien on shares fully paid share) for all monies payable to the Company (whether presently or not) in respect of that share. The Board may at any time (generally or in a particular case) waive any lien or declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any amount (including, without limitation, Dividends) payable in respect of it.

Enforcement of 27. The Company may sell, in such manner as the Board determines, any share on lien by sale which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 Clear Days after notice has been sent to the Holder of the share, or to the person entitled to it by transmission, demanding payment and stating that if the notice is not complied with the share may be sold.

Giving effect to 28. To give effect to that sale the Board may, if the share is a Certificated Share, sale authorise any person to execute an instrument of transfer in respect of the share sold to, or in accordance with the directions of, the buyer. If the share is an Uncertificated Share, the Board may exercise any of the Company’s powers under Article 12 to effect the sale of the share to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase money and their title to the share shall not be affected by any irregularity in or invalidity of the proceedings in relation to the sale.

Application of 29. The net proceeds of the sale, after payment of the costs, shall be applied in or proceeds towards payment or satisfaction of so much of the sum in respect of which the lien exists as is presently payable. Any residue shall (if the share sold is a Certificated Share, on surrender to the Company for cancellation of the certificate in respect of the share sold and, whether the share sold is a certificated or Uncertificated Share, subject to a like lien for any monies not presently payable as existed on the share before the sale) be paid to the person entitled to the share at the date of the sale.

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CALLS ON SHARES

Power to make 30. Subject to the terms of allotment, the Board may from time to time make calls calls on the Members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium). Each Member shall (subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made) pay to the Company the amount called on their shares as required by the notice. A call may be required to be paid by instalments. A call may be revoked in whole or part and the time fixed for payment of a call may be postponed in whole or part as the Board may determine. A person on whom a call is made shall remain liable for calls made on them even if the shares in respect of which the call was made are subsequently transferred.
Time when call 31. A call shall be deemed to have been made at the time when the resolution of the made Board authorising the call was passed.
Liability of joint 32. The joint Holders of a share shall be jointly and severally liable to pay all calls Holders in respect of it.
Interest payable 33. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid. Interest shall be paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, the rate determined by the Board, not exceeding 15 per cent. per annum, or, if higher, the appropriate rate (as defined in the Act), but the Board may in respect of any individual Member waive payment of such interest wholly or in part.

Deemed calls

An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and notified and payable on the date so fixed or in accordance with the terms of the allotment. If it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.
Differentiation 35. Subject to the terms of allotment, the Board may make arrangements on the on calls issue of shares for a difference between the allottees or Holders in the amounts and times of payment of calls on their shares.
Payment of calls 36. The Board may, if it thinks fit, receive from any Member all or any part of the in advance monies uncalled and unpaid on any share held by them. Such payment in advance of calls shall extinguish the liability on the share in respect of which it is made to the extent of the payment. The Company may pay on all or any of the monies so advanced (until they would but for such advance become presently payable) interest at such rate agreed between the Board and the Member not exceeding (unless the Company by ordinary resolution otherwise directs) 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act).

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FORFEITURE AND SURRENDER

Notice requiring 37. If a call or any instalment of a call remains unpaid in whole or in part after it payment of call has become due and payable, the Board may give the person from whom it is due not less than 14 Clear Days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

Forfeiture for non-compliance

If that notice is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the Board. The forfeiture shall include all Dividends or other monies payable in respect of the forfeited share which have not been paid before the forfeiture. When a share has been forfeited, notice of the forfeiture shall be sent to the person who was the Holder of the share before the forfeiture. Where the forfeited share is held in certificated form, an entry shall be made promptly in the Register opposite the entry of the share showing that notice has been sent, that the share has been forfeited and the date of forfeiture. No forfeiture shall be invalidated by the omission or neglect to send that notice or to make those entries.

Sale of forfeited shares

Subject to the provisions of the Companies Acts, a forfeited share shall be deemed to belong to the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determines, either to the person who was the Holder before the forfeiture or to any other person. At any time before sale, re-allotment or other disposal, the forfeiture may be cancelled on such terms as the Board thinks fit. Where for the purposes of its disposal a forfeited share held in certificated form is to be transferred to any person, the Board may authorise any person to execute an instrument of transfer of the share to that person. Where for the purposes of its disposal a forfeited share held in uncertificated form is to be transferred to any person, the Board may exercise any of the Company’s powers under Article 12. The Company may receive the consideration given for the share on its disposal and may register the transferee as Holder of the share.

Liability 40. A person shall cease to be a Member in respect of any share which has been following forfeiture forfeited and shall, if the share is a Certificated Share, surrender the certificate for any forfeited share to the Company for cancellation. The person shall remain liable to the Company for all monies which at the date of forfeiture were presently payable by them to the Company in respect of that share with interest on that amount at the rate at which interest was payable on those monies before the forfeiture or, if no interest was so payable, at the rate determined by the Board, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act), from the date of forfeiture until payment. The Board may waive payment wholly or in part or enforce payment without any allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal.

Surrender

The Board may accept the surrender of any share which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

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Extinction of 42. The forfeiture of a share shall involve the extinction at the time of forfeiture of rights all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabilities expressly saved by these Articles, or as are given or imposed in the case of past Members by the Companies Acts.
Evidence of 43. A statutory declaration by a Director or the Secretary that a share has been duly forfeiture or surrender forfeited or surrendered on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject if necessary to the execution of an instrument of transfer or transfer by means of the relevant system, as the case may be) constitute a good title to the share. The person to whom the share is disposed of shall not be bound to see to the application of the purchase money, if any, and their title to the share shall not be affected by any irregularity in, or invalidity of, the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.

TRANSFER OF SHARES

Form and 44. Without prejudice to any power of the Company to register as shareholder a execution of transfer of person to whom the right to any share has been transmitted by operation of law, the Certificated instrument of transfer of a Certificated Share may be in any usual form or in any other Share form which the Board may approve. An instrument of transfer shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. An instrument of transfer need not be under Seal.
Transfers of 45. The Board may, in its absolute discretion, refuse to register the transfer of a partly paid Certificated Certificated Share which is not fully paid, provided that the refusal does not prevent Shares dealings in shares in the Company from taking place on an open and proper basis.
Invalid transfers 46. The Board may also refuse to register the transfer of a Certificated Share unless of Certificated Shares the instrument of transfer:
(a) is lodged, duly stamped (if stampable), at the Office, at the office of the registrar of the Company or at another place appointed by the Board accompanied by the certificate for the share to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(b) is in respect of only one class of shares; and
(c) is in favour of not more than four transferees.
Transfers by 47. In the case of a transfer of a Certificated Share by a Recognised Person, the Recognised Persons lodging of a share certificate will only be necessary if and to the extent that a certificate has been issued in respect of the share in question.
Notice of refusal 48. If the Board refuses to register a transfer of a share in certificated form, it shall to register send the transferee notice of its refusal within two months after the date on which the instrument of transfer was lodged with the Company.

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No fee payable 49. No fee shall be charged for the registration of any instrument of transfer or other on registration document relating to or affecting the title to a share.

Retention of transfers

The Company shall be entitled to retain an instrument of transfer which is registered, but an instrument of transfer which the Board refuses to register shall be returned to the person lodging it when notice of the refusal is sent.

TRANSMISSION OF SHARES

Transmission

If a Member dies, the survivor or survivors where they were a joint Holder, or their personal representatives where they were a sole Holder or the only survivor of joint Holders, shall be the only persons recognised by the Company as having any title to his interest. Nothing in these Articles shall release the estate of a deceased Member (whether a sole or joint Holder) from any liability in respect of any share.

Elections permitted

A person becoming entitled by transmission to a share may, on production of any evidence as to their entitlement properly required by the Board, elect either to become the Holder of the share or to have another person nominated by them registered as the transferee. If they elect to become the Holder they shall send notice to the Company to that effect. If they elect to have another person registered and the share is a Certificated Share, they shall execute an instrument of transfer of the share to that person. If they elect to have themselves or another person registered and the share is an Uncertificated Share, they shall take any action the Board may require (including without limitation the execution of any document and the giving of any instruction by means of a relevant system) to enable themselves or that person to be registered as the Holder of the share. All the provisions of these Articles relating to the transfer of shares apply to that notice or instrument of transfer as if it were an instrument of transfer executed by the Member and the death or bankruptcy of the Member or other event giving rise to the transmission had not occurred.

Elections required

The Board may at any time send a notice requiring any such person to elect either to be registered themselves or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all Dividends or other monies payable in respect of the share until the requirements of the notice have been complied with.

Rights of 54. A person becoming entitled by transmission to a share shall, on production of persons entitled by transmission any evidence as to their entitlement properly required by the Board and subject to the requirements of Article 52, have the same rights in relation to the share as they would have had if they were the Holder of the share, subject to Article 188. That person may give a discharge for all Dividends and other monies payable in respect of the share, but they shall not, before being registered as the Holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any meeting of the Company or to receive notice of, or to attend or vote at, any separate meeting of the Holders of any class of shares in the capital of the Company.

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ALTERATION OF SHARE CAPITAL

New shares 55. All shares created by increase of the Company's share capital, by consolidation, subject to these Articles division or sub-division of its share capital or the conversion of stock into paid-up shares shall be:
(a) subject to all the provisions of these Articles, including without limitation provisions relating to payment of calls, lien, forfeiture, transfer and transmission; and
(b) unclassified, unless otherwise provided by these Articles, by the resolution creating the shares or by the terms of allotment of the shares.
Fractions 56. Whenever any fractions arise as a result of a consolidation or sub-division of arising shares, the Board may on behalf of the Members deal with the fractions as it thinks fit. In particular, without limitation, the Board may sell shares representing fractions to which any Members would otherwise become entitled to any person (including, subject to the provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those Members. Where the shares to be sold are held in certificated form the Board may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the buyer. Where the shares to be sold are held in uncertificated form, the Board may do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase monies and their title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in relation to the sale.

GENERAL MEETINGS

Annual general 57. The Board shall convene and the Company shall hold general meetings as meetings annual general meetings in accordance with the requirements of the Companies Acts.
Class meetings 58. All provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the Holders of any class of shares in the capital of the Company, except that:
(a) the necessary quorum shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or, at any adjourned meeting of such Holders, one Holder present in person or by proxy, whatever the amount of their holding, who shall be deemed to constitute a meeting;
(b) any Holder of shares of the class present in person or by proxy may demand a poll; and
(c) each Holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by them.

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For the purposes of this Article, where a person is present by proxy or proxies, he is treated only as holding the shares in respect of which those proxies are authorised to exercise voting rights.

Convening 59. The Board may call general meetings whenever and at such times and places as general meetings it shall determine. On the requisition of Members pursuant to the provisions of the Companies Acts, the Board shall promptly convene a general meeting in accordance with the requirements of the Companies Acts. If there are insufficient Directors in the United Kingdom to call a general meeting any Director of the Company may call a general meeting, but where no Director is willing or able to do so, any two Members of the Company may summon a meeting for the purpose of appointing one or more Directors.

NOTICE OF GENERAL MEETINGS

Attendance and 60. The Board shall determine in relation to each general meeting the means of participation attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the meeting shall be enabled to do so:
(a) by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 67; and/or
(b) by means of electronic facility or facilities pursuant to Article 70 (and the Board shall be under no obligation to offer or provide such facility or facilities, whatever the circumstances).
Period of notice 61. An annual general meeting shall be called by at least 21 Clear Days’ notice. Subject to the provisions of the Companies Acts, all other general meetings may be called by at least 14 Clear Days’ notice. The Company may give such notice by any means or combination of means permitted by the Companies Acts.
Recipients of 62. Subject to the provisions of the Companies Acts, to the provisions of these notice Articles and to any restrictions imposed on any shares, the notice shall be sent to every Member and every Director. The Auditors are entitled to receive all notices of, and other communications relating to, any general meeting which any Member is entitled to receive.
Contents of 63. Subject to the provisions of the Companies Acts, the notice shall specify the notice: general time, date and place of the meeting (including without limitation any satellite meeting place arranged for the purposes of Article 67, which shall be identified as such in the notice) and the general nature of the business to be dealt with. Unless otherwise specified in the notice or determined by the chair, the meeting will be deemed to take place at the place where the chair of the meeting is at the time of the meeting.

Contents of 64. In the case of an annual general meeting, the notice shall specify the meeting as notice: additional such. In the case of a meeting to pass a special resolution, the notice shall specify the

requirements intention to propose the resolution as a special resolution.

Article 69 arrangements

The notice shall include details of any arrangements made for the purpose of Article 69 (making clear that participation in those arrangements will not amount to

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attendance at the meeting to which the notice relates).

Article 70 66. If pursuant to Article 70 the Board determines that a general meeting shall be arrangements held partly by means of electronic facility or facilities, the notice shall:
(a) include a statement to that effect;
(b) specify the means, or all different means, of attendance and participation, and any access, identification and security arrangements considered necessary or appropriate by the Board; and
(c) state how it is proposed that persons attending or participating in the meeting electronically should communicate with each other during the meeting.
General 67. The Board may resolve to enable persons entitled to attend a general meeting to meetings at more than one do so by simultaneous attendance and participation at a satellite meeting place place anywhere in the world. The Members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chair of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that Members attending at all the meeting places are able to:
(a) participate in the business for which the meeting has been convened;
(b) hear and see all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and
(c) be heard and seen by all other persons so present in the same way.

The chair of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.

Interruption or 68. If it appears to the chair of the general meeting that:
adjournment where facilities inadequate (a) the facilities at the principal meeting place or any satellite meeting place have become inadequate for the purposes referred to in Article 67, and/or
(b) the electronic facility or facilities have become inadequate for the purposes referred to in Article 70,

then the chair may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of Article 81 shall apply to that adjournment.

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Other 69. The Board may make arrangements for persons entitled to attend a general arrangements for viewing and meeting or an adjourned general meeting to be able to view and hear the proceedings

hearing of the general meeting or adjourned general meeting and to speak at the meeting proceedings (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. Those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any Member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.

Simultaneous 70. Without prejudice to Article 67, the Board may resolve to enable persons attendance and participation by entitled to attend and participate in a general meeting to do so partly (but not wholly)

electronic by simultaneous attendance and participation by means of electronic facility or facilities facilities, and may determine the means, or all different means, of attendance and participation used in relation to the general meeting. The members present in person or by proxy by means of an electronic facility or facilities (as so determined by the Board) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including the means of an electronic facility or facilities) are able to:

(a) participate in the business for which the meeting has been convened;
(b) hear all persons who speak at the meeting; and
(c) be heard by all other persons attending and participating in the meeting.

Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis. All persons seeking to attend and participate in a general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so and, subject to Article 80, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting.

Controlling level of attendance

The Board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 69 (including without limitation the issue of tickets or the imposition of some other means of selection) it in its absolute discretion considers appropriate, and may from time to time change those arrangements. If a Member, pursuant to those arrangements, is not entitled to attend in person or by proxy at a particular venue, he shall be entitled to attend in person or by proxy at any other venue for which arrangements have been made pursuant to Article 69. The entitlement of any Member to be present at such venue in person or by proxy shall be subject to any such arrangement then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting.

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Change in place 72. If, after the sending of notice of a general meeting but before the meeting is and/or time of meeting held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Board decides that it is impracticable or unreasonable to hold the meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 67 applies) and/or by means of the electronic facility or facilities specified in the notice and/or time, it may change the place (or any of the places, in the case of a meeting to which Article 67 applies) and/or change the electronic facility or facilities and/or postpone the time at which the meeting is to be held. If such a decision is made, the Board may then change the place (or any of the places, in the case of a meeting to which Article 67 applies) and/or change the electronic facility or facilities and/or postpone the time again if it decides that it is reasonable to do so. In such case:
(a) no new notice of the meeting need be sent, but the Board shall, if practicable, make arrangements for notice of the change of place (or places, in the case of a general meeting to which Article 67 applies) and/or electronic facility or facilities and/or original time and/or postponement to appear at the original place and/or at the original time; and
(b) a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the Office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 108(a) or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 108(b), at any time not less than 48 hours before the postponed time appointed for holding the meeting provided that the Board may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.

Meaning of ‘participate’ and ‘attend’

For the purposes of Articles 67 to 72, the right of a Member to:
(a) participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the Companies Acts or these Articles to be made available at the meeting (and, at any general meeting at which members are entitled to participate by means of electronic facility or facilities determined by the Board pursuant to Article 70 (or as otherwise determined by the Board), any document required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), shall be made available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement);
(b) attend a general meeting means that circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them, and two or more persons who may not be in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

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In determining whether persons are attending or participating in a meeting, other than at a physical place or places, it is immaterial where any of them are or how they are able to communicate with each other.

Accidental 74. The accidental omission to send a notice of a meeting or resolution, or to send omission to send notice etc. any notification where required by the Companies Acts or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Acts or these Articles, to any person entitled to receive it, or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or nonreceipt, shall not invalidate the proceedings at that meeting.

Security

The Board and, at any general meeting, the chair may make any arrangement and impose any requirement or restriction the Board or the chair considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting (including verification methods deemed appropriate by the Board for a general meeting at which members are entitled to participate by means of electronic facility or facilities pursuant to Article 70 and, in this respect, the Board may authorise any voting application, system or facility for attendance and participation as it sees fit), the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chair are entitled to refuse entry to a person who refuses to comply with these arrangements, requirements or restrictions.

PROCEEDINGS AT GENERAL MEETINGS

Quorum

No business shall be dealt with at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chair, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Articles, two qualifying persons present at a meeting and entitled to vote on the business to be dealt with are a quorum, unless:
(a) each is a qualifying person only because he is authorised under the Companies Acts to act as a representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or
(b) each is a qualifying person only because he is appointed as proxy of a Member in relation to the meeting, and they are proxies of the same Member.

For the purposes of this Article a “qualifying person” means (i) an individual who is a Member of the Company, (ii) a person authorised under the Companies Acts to act as a representative of the corporation in relation to the meeting, or (iii) a person appointed as proxy of a Member in relation to the meeting.

If quorum not present

If such a quorum is not present within five minutes (or such longer time not exceeding 30 minutes as the chair of the meeting may decide to wait) from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of Members, shall be dissolved, and in any other case shall stand adjourned to such time and place (including partly but not wholly by means of electronic facility or facilities), as the chair of the meeting may, subject to

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the provisions of the Companies Acts, determine. The adjourned meeting shall be dissolved if a quorum is not present within 15 minutes after the time appointed for holding the meeting.

Chair

The chair, if any, of the Board or, in their absence, any deputy chair of the Company or, in their absence, some other Director nominated by the Board, shall preside as chair of the meeting. If neither the chair, deputy chair nor such other Director (if any) is present within five minutes after the time appointed for holding the meeting or is not willing to act as chair, the Directors present shall elect one of their number to be chair. If there is only one Director present and willing to act, he shall be chair. If no Director is willing to act as chair, or if no Director is present within five minutes after the time appointed for holding the meeting, the Members present in person or by proxy and entitled to vote shall choose a Member present in person to be chair.
Directors 79. A Director shall, notwithstanding that he is not a Member, be entitled to attend entitled to speak and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the capital of the Company.
Adjournment: 80. The chair may, with the consent of a meeting at which a quorum is present (and chair’s powers shall if so directed by the meeting), adjourn the meeting from time to time and from place to place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places), and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities. No business shall be dealt with at an adjourned meeting other than business which might properly have been dealt with at the meeting had the adjournment not taken place. In addition (and without prejudice to the chair’s power to adjourn a meeting conferred by Article 68), the chair may adjourn the meeting to another time and place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places), and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities, without such consent if it appears to them that:
(a) it is likely to be impracticable to hold or continue that meeting because of the number of Members wishing to attend who are not present (including if it appears to the chair that the electronic facility or facilities have become inadequate for the purposes of attendance and/or participation); or
(b) the unruly conduct of persons attending the meeting prevents or is likely to prevent the orderly continuation of the business of the meeting; or
(c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

All business conducted at a meeting up to the time of any adjournment shall be valid unless the chair specifies that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid.

Adjournment: procedures

Any such adjournment may, subject to the provisions of the Companies Acts, be for such time (or indefinitely) and to such other place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places) and/or

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such electronic facility or facilities, as the chair may, in their absolute discretion determine, notwithstanding that by reason of such adjournment some Members may be unable to be present at the adjourned meeting. Any such Member may nevertheless appoint a proxy for the adjourned meeting either in accordance with Article 108 or by means of a document in hard copy form which, if delivered at the meeting which is adjourned to the chair or the Secretary or any Director, shall be valid even though it is given at less notice than would otherwise be required by Article 108(a). When a meeting is adjourned for 30 days or more or for an indefinite period, notice shall be sent at least seven Clear Days before the date of the adjourned meeting specifying the time and place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places) of, and/or the electronic facility or facilities for attendance and participation in, the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to send any notice of an adjournment or of the business to be dealt with at an adjourned meeting.

Amendments to resolutions

If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chair, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chair, an amendment may be withdrawn by its proposer before it is voted on. No amendment to a resolution duly proposed as a special resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error). No amendment to a resolution duly proposed as an ordinary resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error) unless either:
(a) at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered (which, if the Board so specifies, shall be calculated taking no account of any part of a day that is not a working day), notice of the terms of the amendment and the intention to move it has been delivered in hard copy form to the Office or to such other place as may be specified by or on behalf of the Company for that purpose, or received in electronic form at such address (if any) for the time being specified by or on behalf of the Company for that purpose, or
(b) the chair in their absolute discretion decides that the amendment may be considered and voted on.

Methods of voting

A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be decided on a poll, which poll votes may be cast by such electronic means as the Board, in its sole discretion, deems appropriate for the purposes of the meeting. Any such poll shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates. Otherwise, a resolution put to the vote of a general meeting shall be decided on a show of hands unless before, or on the declaration of the result of, a vote on the show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded. Subject to the provisions of the Companies Acts, a poll may be demanded by:
(a) the chair of the meeting; or

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(b) (except on the election of the chair of the meeting or on a question of adjournment) at least five Members present in person or by proxy having the right to vote on the resolution; or
(c) any Member or Members present in person or by proxy representing not less than 10% 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 held as treasury shares); or
(d) any Member or Members present in person or by proxy holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right (excluding any shares conferring a right to vote on the resolution which are held as treasury shares).

The appointment of a proxy to vote on a matter at a meeting authorises the proxy to demand, or join in demanding, a poll on that matter. In applying the provisions of this Article, a demand by a proxy counts (i) for the purposes of paragraph (b) of this Article, as a demand by the Member, (ii) for the purposes of paragraph (c) of this Article, as a demand by a Member representing the voting rights that the proxy is authorised to exercise, and (iii) for the purposes of paragraph (d) of this Article, as a demand by a Member holding the shares to which those rights are attached.

Declaration of result

Unless a poll is duly demanded (and the demand is not withdrawn before the poll is taken) a declaration by the chair that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
Withdrawal of 85. The demand for a poll may be withdrawn before the poll is taken, but only with demand for poll the consent of the chair. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If the demand for a poll is withdrawn, the chair or any other Member entitled may demand a poll.
Conduct of poll 86. Subject to Article 87, a poll shall be taken as the chair directs and he may, and shall if required by the meeting, appoint scrutineers (who need not be Members) and 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.
When poll to be 87. A poll demanded on the election of a chair or on a question of adjournment shall taken be taken immediately. A poll demanded on any other question shall be taken either at the meeting or at such time and place as the chair directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. 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.

Notice of poll

No notice need be sent of a poll not taken at the meeting at which it is demanded if the time and place at which it is to be taken are announced at the meeting. In any

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other case notice shall be sent at least seven Clear Days before the taking of the poll specifying the time, place and means of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chair shall direct at which the poll is to be taken.

Effectiveness of 89. Where for any purpose an ordinary resolution of the Company is required, a special resolutions special resolution shall also be effective.

VOTES OF MEMBERS

Right to vote on 90. Subject to any rights or restrictions attached to any shares, on a vote on a a show of hands resolution on a show of hands:
(a) every Member who is present in person shall have one vote;
(b) subject to paragraph (c), every proxy present who has been duly appointed by one or more Members entitled to vote on the resolution has one vote;
(c) a proxy has one vote for and one vote against the resolution if:
- (i) the proxy has been duly appointed by more than one Member entitled to vote on the resolution, and
- (ii) the proxy has been instructed by one or more of those Members to vote for the resolution and by one or more other of those Members to vote against it.
Right to vote on 91. Subject to any rights or restrictions attached to any shares, on a vote on a a poll resolution on a poll every Member present in person or by proxy shall have one vote for every 25p nominal amount of share capital (of whatever class) of which they are the Holder.
Votes of joint 92. In the case of joint Holders of a share, the vote of the senior who tenders a vote, Holders whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Holders. For this purpose seniority shall be determined by the order in which the names of the Holders stand in the Register.
Member under 93. A Member in respect of whom an order has been made by a court or official incapacity having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by their receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may, on a show of hands or on a poll, vote by proxy. The right to vote shall be exercisable only if evidence satisfactory to the Board of the authority of the person claiming to exercise the right to vote has been delivered to the Office, or another place specified in accordance with these Articles for the delivery of proxy appointments, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.

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Calls in arrears 94. No Member shall be entitled to vote at a general meeting or at a separate meeting of the Holders of any class of shares in the capital of the Company, either in person or by proxy, in respect of any share held by them unless all monies presently payable by them in respect of that share have been paid.
Section 793 of 95. If at any time the Board is satisfied that any Member, or any other person the Act: restrictions if in appearing to be interested in shares held by such Member, has been duly served with a default notice under section 793 of the Act (a section 793 notice ) and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the Board may, in its absolute discretion at any time thereafter by notice (a direction notice ) to such Member direct that:
(a) in respect of the shares in relation to which the default occurred (the default shares , which expression includes any shares issued after the date of the section 793 notice in respect of those shares) the Member shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate meeting of the Holders of that class of shares or on a poll; and
(b) where the default shares represent at least ¼ of one per cent. in nominal value of the issued shares of their class (excluding any shares of that class held as treasury shares), the direction notice may additionally direct that in respect of the default shares:
- (i) no payment shall be made by way of Dividend and no share shall be allotted pursuant to Article 186;
- (ii) no transfer of any default share shall be registered unless:
  - (A) the Member is not themselves in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the Member in such form as the Board may in its absolute discretion require to the effect that after due and careful enquiry the Member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or
  - (B) the transfer is an approved transfer; or
  - (C) registration of the transfer is required by the Regulations.

Copy of notice 96. The Company shall send the direction notice to each other person appearing to to interested persons be interested in the default shares, but the failure or omission by the Company to do so shall not invalidate such notice.

When 97. Any direction notice shall cease to have effect not more than seven days after restrictions cease to have the earlier of receipt by the Company of: effect

(a) a notice of an approved transfer, but only in relation to the shares transferred; or

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(b) all the information required by the relevant section 793 notice, in a form satisfactory to the Board.

Board may cancel restrictions Conversion of Uncertificated Shares

Supplementary provisions

The Board may at any time send a notice cancelling a direction notice.
The Company may exercise any of its powers under Article 12 in respect of any default share that is held in uncertificated form.
For the purposes of this Article and Articles 95, 96, 97, 98 and 99:
(a) a person shall be treated as appearing to be interested in any shares if the Member holding such shares has sent to the Company a notification under section 793 of the Act which either (i) names such person as being so interested or (ii) fails to establish the identities of all those interested in the shares, and (after taking into account the said notification and any other relevant section 793 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;
(b) the prescribed period is 14 days from the date of service of the section 793 notice; and
(c) a transfer of shares is an approved transfer if:
- (i) it is a transfer of shares pursuant to an acceptance of a takeover offer (within the meaning of section 974 of the Act); or
- (ii) the Board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the Member and with any other person appearing to be interested in the shares; or
- (iii) the transfer results from a sale made through a recognised investment exchange as defined in FSMA or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded.

Section 794 of the Act

Errors in voting

Objection to voting

Nothing contained in Article 95, 96, 97, 98, 99 or 100 limits the power of the Company under section 794 of the Act.
If any votes are counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or at any adjournment of the meeting, and, in the opinion of the chair, it is of sufficient magnitude to vitiate the result of the voting.
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or poll at which the vote objected to is tendered. Every vote not disallowed at such meeting shall be valid and every vote not counted which

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ought to have been counted shall be disregarded. Any objection made in due time shall be referred to the chair whose decision shall be final and conclusive.

Voting: 104. On a poll, a Member entitled to more than one vote need not, if they vote, use additional provisions all their votes or cast all the votes they use in the same way.

PROXIES AND CORPORATE REPRESENTATIVES

Appointment of 105. The appointment of a proxy shall be made in writing and shall be in any usual proxy: form form or in any other form which the Board may approve. Subject thereto, the appointment of a proxy may be:
(a) in hard copy form; or
(b) in electronic form, to the electronic address provided by the Company for this purpose.
Execution of 106. The appointment of a proxy, whether made in hard copy form or in electronic proxy form, shall be executed in such manner as may be approved by or on behalf of the Company from time to time. Subject thereto, the appointment of a proxy shall be executed by the appointor or any person duly authorised by the appointor or, if the appointor is a corporation, executed by a duly authorised person or under its common Seal or in any other manner authorised by its constitution.
Proxies: other 107. The Board may, if it thinks fit, but subject to the provisions of the Companies provisions Acts, at the Company’s expense send hard copy forms of proxy for use at the meeting and issue invitations in electronic form to appoint a proxy in relation to the meeting in such form as may be approved by the Board. The appointment of a proxy shall not preclude a Member from attending and voting in person at the meeting or poll concerned. A Member may appoint more than one proxy to attend on the same occasion, provided that each such proxy is appointed to exercise the rights attached to a different share or shares held by that Member.
Delivery/receipt 108. Without prejudice to Article 72(b) or to the second sentence of Article 81, the of proxy appointment appointment of a proxy shall:
(a) if in hard copy form, be delivered by hand or by post to the Office or such other place within the United Kingdom as may be specified by or on behalf of the Company for that purpose:
- (i) in the notice convening the meeting; or
- (ii) in any form of proxy sent by or on behalf of the Company in relation to the meeting;

not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to Article 72) at which the person named in the appointment proposes to vote; or

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(b) if in electronic form, be received at any address to which the appointment of a proxy may be sent by electronic means pursuant to a provision of the Companies Acts or to any other address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form:
(i) in the notice convening the meeting; or
(ii) in any form of proxy sent by or on behalf of the Company in relation to the meeting; or
(iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting; or
(iv) on a website that is maintained by or on behalf of the Company and identifies the Company;

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

In calculating the periods mentioned in this Article, the Board may specify, in any case, that no account shall be taken of any part of a day that is not a working day.

No proxy appointment shall be valid after the expiry of twelve months from the date stated in it as the date of execution.

Authentication 109. Subject to the provisions of the Companies Acts, where the appointment of a of proxy appointment not proxy is expressed to have been or purports to have been made, sent or supplied by a

made by Holder person on behalf of the Holder of a share:

(a) the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that Holder; and
(b) that Holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of reasonable evidence of the authority under which the appointment has been made, sent or supplied (which may include a copy of such authority certified notarially or in some other way approved by the Board), to such address and by such time as may be specified in the request and, if the request is not complied with in any respect, the appointment may be treated as invalid.

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Validity of 110. A proxy appointment which is not delivered or received in accordance with proxy appointment Article 108 shall be invalid. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one that was last delivered or received shall be treated as replacing or revoking the others as regards that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be entitled to determine which proxy appointment (if any) is to be treated as valid. Subject to the Companies Acts, the Company may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes of these Articles.

Rights of proxy

A proxy appointment shall be deemed to entitle the proxy to exercise all or any of the appointing Member’s rights to attend and to speak and vote at a meeting of the Company in respect of the shares to which the proxy appointment relates. The proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates.

Proxy failure to 112. The Company shall not be required to check that a proxy or corporate vote in accordance with representative votes in accordance with any instructions given by the Member by whom

instructions they are appointed. Any failure to vote as instructed shall not invalidate the proceedings on the resolution.

Corporate 113. Any corporation which is a Member of the Company (in this Article the grantor ) representatives may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of the Holders of any class of shares. A Director, the Secretary or other person authorised for the purpose by the Secretary may require all or any of such persons to produce a certified copy of the resolution of authorisation before permitting them to exercise their powers. Such person is entitled to exercise (on behalf of the grantor) the same powers as the grantor could exercise if it were an individual Member of the Company. Where a grantor authorises more than one person:
(a) on a vote on a resolution on a show of hands at a meeting of the Company, each authorised person has the same voting rights as the grantor would be entitled to; and
(b) where paragraph (a) does not apply and more than one authorised person purport to exercise a power in respect of the same shares:
- (i) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and
- (ii) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.

Revocation of authority

The termination of the authority of a person to act as a proxy or duly authorised representative of a corporation does not affect:
(a) whether they count in deciding whether there is a quorum at a meeting;

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(b) the validity of a poll demanded by them at a meeting; or
(c) the validity of a vote given by that person,

unless notice of the termination was either delivered or received as mentioned in the following sentence at least three hours before the start of the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination shall be either by means of a document in hard copy form delivered to the Office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 108(a) or in electronic form received at the address specified by or on behalf of the Company in accordance with Article 108(b), regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form.

NUMBER OF DIRECTORS

Limits on 115. Unless otherwise determined by ordinary resolution, the Directors shall not be number of Directors less than five in number.

APPOINTMENT AND RETIREMENT OF DIRECTORS

Directors to retire

At each annual general meeting of the Company every Director shall retire from office. A retiring Director may offer themselves for re-appointment by the members and a Director that is so re-appointed will be treated as continuing in office without a break.

Eligibility for election

No person other than a retiring Director in accordance with Article 116 shall be appointed a Director at any general meeting unless:
(a) they are recommended by the Board; or
(b) not less than seven nor more than 42 days before the date appointed for the meeting, notice by a Member qualified to vote at the meeting (not being the person to be proposed) has been received by the Company of the intention to propose that person for appointment stating the particulars which would, if they were so appointed, be required to be included in the Company’s register of directors, together with notice by that person of their willingness to be appointed.
Separate 118. Except as otherwise authorised by the Companies Acts, a motion for the resolutions on appointment appointment of two or more persons as Directors by a single resolution shall not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it.

Additional powers of the Company

Subject as aforesaid, 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 additional Director. The appointment of a person to fill a vacancy or as an additional Director shall take effect from the end of the meeting.

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Appointment by 120. The Board may appoint a person who is willing to act to be a Director, either to board fill a vacancy or as an additional Director and in either case whether or not for a fixed term. Irrespective of the terms of their appointment, a Director so appointed shall hold office only until the first annual general meeting notice of which is first given after their appointment. If not re-appointed at such annual general meeting, they shall vacate office at its conclusion.

Position of 121. A Director who retires at an annual general meeting may, if willing to act, be retiring Directors re-appointed. If not re-appointed, the Director shall retain office until the meeting appoints someone in their place, or if it does not do so, until the end of the meeting.

Position if fewer 122. If at the annual general meeting in any year any resolution or resolutions for the than minimum number of appointment or re-appointment of the persons eligible for appointment or re-

Directors appointment as Directors are put to the meeting and lost and at the end of that meeting appointed / reappointed the number of Directors is fewer than any minimum number of Directors required under Article 115 (subject to the passing of an ordinary resolution under that Article), all retiring Directors who stood for re-appointment at that meeting shall be deemed to have been re-appointed as Directors and shall remain in office but may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose. The Directors shall as soon as reasonably practicable thereafter convene a general meeting and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 115 (subject to the passing of an ordinary resolution under that Article), the provisions of this Article shall also apply to that meeting.

SHARE QUALIFICATION FOR DIRECTORS

Share 123. A Director shall not be required to hold any shares in the capital of the Company qualification by way of qualification.

ALTERNATE DIRECTORS

Power to 124. Any Director (other than an alternate Director) may appoint any other Director, appoint alternates or any other person approved by resolution of the Board and willing to act, to be an alternate Director and may remove from office an alternate Director so appointed by them.

Alternates 125. An alternate Director shall be entitled to receive notice of all meetings of the entitled to receive notice Board and of all meetings of committees of the Board of which their appointor is a member, to attend and vote at any such meeting at which their appointor is not personally present, and generally to perform all the functions of their appointor (except as regards power to appoint an alternate) as a Director in their appointer’s absence. It shall not be necessary to send notice of such a meeting to an alternate Director who is absent from the United Kingdom.

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Alternates 126. A Director or any other person may act as alternate Director to represent more representing more than one than one Director, and an alternate Director shall be entitled at meetings of the Board Director or any committee of the Board to one vote for every Director whom they represent (and who is not present) in addition to their own vote (if any) as a Director, but they shall count as only one for the purpose of determining whether a quorum is present.
Expenses and 127. An alternate Director may be repaid by the Company such expenses as might remuneration of alternates properly have been repaid to them if they had been a Director but shall not be entitled to receive any remuneration from the Company in respect of their services as an alternate Director except such part (if any) of the remuneration otherwise payable to their appointor as such appointor may by notice to the Company from time to time direct. An alternate Director shall be entitled to be indemnified by the Company to the same extent as if they were a Director.

Termination of appointment

An alternate Director shall cease to be an alternate Director:
(a) if their appointor ceases to be a Director; but, if a Director retires but is reappointed or deemed to have been re-appointed at the meeting at which they retire, any appointment of an alternate Director made by them which was in force immediately prior to their retirement shall continue after their reappointment; or
(b) on the happening of any event which, if they were a Director, would cause them to vacate their office as Director; or
(c) if they resign their office by notice to the Company.
Method of 129. Any appointment or removal of an alternate Director shall be by notice to the appointment and revocation Company by the Director making or revoking the appointment and shall take effect in accordance with the terms of the notice (subject to any approval required by Article 124) on receipt of such notice by the Company which shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose.
Alternate not an 130. Except as otherwise expressly provided in these Articles, an alternate Director agent of appointor shall be deemed for all purposes to be a Director. Accordingly, except where the context otherwise requires, a reference to a Director shall be deemed to include a reference to an alternate Director. An alternate Director shall alone be responsible for their own acts and defaults and they shall not be deemed to be the agent of the Director appointing them.

POWERS OF THE BOARD

Business to be 131. Subject to the provisions of the Companies Acts and these Articles and to any managed by Board directions given by special resolution, the business of the Company shall be managed by the Board which may exercise all the powers of the Company, including without limitation the power to dispose of all or any part of the undertaking of the Company. No alteration of these Articles and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special

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power given to the Board by these Articles. A meeting of the Board at which a quorum is present may exercise all powers exercisable by the Board.

Exercise by 132. The Board may exercise the voting power conferred by the shares in any body Company of voting rights corporate held or owned by the Company in such manner in all respects as it thinks fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them directors of such body corporate, or voting or providing for the payment of remuneration to the directors of such body corporate).

DELEGATION OF POWERS OF THE BOARD

Committees of the Board

The Board may delegate any of its powers to any committee consisting of one or more Directors. The Board may also delegate to any Director holding any executive office such of its powers as the Board considers desirable to be exercised by them. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more Directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers delegated and may be made subject to such conditions as the Board may specify, and may be revoked or altered. The Board may co-opt on to any such committee persons other than Directors, who may enjoy voting rights in the committee. The co-opted members shall be less than one-half of the total membership of the committee and a resolution of any committee shall be effective only if a majority of the members present are Directors. Subject to any conditions imposed by the Board, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of Directors so far as they are capable of applying.

Local Boards etc.

The Board may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The Board may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board, with power to sub-delegate, and may authorise the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this Article may be made on such terms and subject to such conditions as the Board may decide. The Board may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.

Agents

The Board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authorities and discretions (not exceeding those vested in the Board) and on such conditions as the Board determines, including without limitation authority for the agent to delegate all or any of their powers, authorities and discretions, and may revoke or vary such delegation.

Offices including title “director”

The Board may appoint any person to any office or employment having a designation or title including the word “director” or attach to any existing office or employment with the Company such a designation or title and may terminate any such appointment or the use of any such designation or title. The inclusion of the word “director” in the designation or title of any such office or employment shall not imply

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that the holder is a Director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a Director of the Company for any of the purposes of these Articles.

BORROWING POWERS

Board may 137. Subject as hereinafter provided the Board may exercise all the powers of the exercise all powers Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures and other securities, whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party.
Borrowing 138. The Board shall procure (but as regards its subsidiaries only in so far as the limits exercise of voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries they can procure) that the aggregate principal amount (including any premium payable on final repayment) for the time being remaining undischarged of all monies borrowed or secured by the Company and its subsidiaries (the Group ) (exclusive of intra-group borrowings) shall not except with the sanction of the Company in general meeting exceed two times:
(a) the nominal amount of the issued and paid up share capital of the Company; and
(b) the amount standing to the credit of the capital and revenue reserves of the Group as shown by the then latest audited consolidated balance sheet of the Group excluding amounts attributable to outside shareholders, less (i) the amount of any debit balance on profit and loss account and (ii) an amount equal to any distribution by the Company out of profits earned prior to the date of the Company’s latest audited balance sheet and which have been declared, recommended or made since that date except so far as provided for in such balance sheet and after making any necessary adjustment to take account of any issue or redemption of shares since the date of the then latest audited consolidated balance sheet of the Group.
Loan capital 139. For the purposes of Articles 137 and 138 the issue of loan capital shall be deemed to constitute borrowing notwithstanding that the same may be issued in whole or in part for consideration other than cash.

Third parties

No person dealing with the Company shall be concerned to see or inquire whether this limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or security given, express notice that the limit hereby imposed had been or would be thereby exceeded.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

Disqualification as a Director

A person ceases to be a Director as soon as:
(a) that person ceases to be a director by virtue of any provision of the Act or is prohibited from being a director by law;

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(b) a bankruptcy order is made against that person;
(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
(d) a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f) notification is received by the Company from the Director that the Director is resigning or retiring from office, and such resignation or retirement has taken effect in accordance with its terms, or their office as a Director is vacated pursuant to Article 120;
(g) that person has been absent for more than six consecutive months without permission of the Board from meetings of the Board held during that period and his alternate Director (if any) has not attended in their place during that period and the Board resolves that their office be vacated; or
(h) that person receives notice signed by not less than three quarters of the other Directors stating that that person should cease to be a Director. In calculating the number of Directors who are required to give such notice to the Director, (i) an alternate Director appointed by the Director acting in their capacity as such shall be excluded; and (ii) a Director and any alternate Director appointed by that Director acting in their capacity as such shall constitute a single Director for this purpose, so that notice by either shall be sufficient.
Power of 142. The Company may, without prejudice to the provisions of the Companies Acts, Company to remove Director by ordinary resolution remove any Director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such Director, but without prejudice to any claim they may have for damages for breach of any such agreement). No special notice need be given of any resolution to remove a Director in accordance with this Article and no Director proposed to be removed in accordance with this Article has any special right to protest against their removal. The Company may, by ordinary resolution, appoint another person in place of a Director removed from office in accordance with this Article. Any person so appointed shall, for the purpose of determining the time at which they or any other Director is to retire in accordance with these Articles, be treated as if they had become a Director on the day on which the Director in whose place they are appointed was last elected a Director. In default of such appointment the vacancy arising on the removal of a Director from office may be filled as a casual vacancy.

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NON-EXECUTIVE DIRECTORS

Arrangements 143. Subject to the provisions of the Companies Acts, the Board may enter into, vary with nonexecutive and terminate an agreement or arrangement with any Director who does not hold

Directors executive office for the provision of their services to the Company. Subject to Article 144 and 145, any such agreement or arrangement may be made on such terms as the Board determines.

Ordinary remuneration

The ordinary remuneration of the Directors who do not hold executive office for their services (excluding amounts payable under any other provision of these Articles) shall not exceed in aggregate £750,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each such Director shall be paid a fee for their services (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the Board.

Additional 145. Any Director who does not hold executive office and who performs special remuneration for special services which in the opinion of the Board are outside the scope of the ordinary duties

services of a Director, may (without prejudice to the provisions of Article 144) be paid such extra remuneration by way of additional fee, salary, commission or otherwise as the Board may determine.

DIRECTORS’ EXPENSES

Directors may 146. The Directors may be paid all travelling, hotel, and other expenses properly be paid expenses incurred by them in connection with their attendance at meetings of the Board or committees of the Board, general meetings or separate meetings of the Holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

EXECUTIVE DIRECTORS

Appointment to 147. Subject to the provisions of the Companies Acts, the Board may appoint one or executive office more of its body to be the holder of any executive office (except that of auditor) of the Company and may enter into an agreement or arrangement with any such Director for their employment by the Company or for the provision by them of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made on such terms, including without limitation terms as to remuneration, as the Board determines. The Board may revoke or vary any such appointment but without prejudice to any rights or claims which the person whose appointment is revoked or varied may have against the Company because of the revocation or variation. The Board may permit any person appointed to be a Director to continue in any other office or employment held by them before they were so appointed.

Termination of 148. Any appointment of a Director to an executive office shall terminate if they appointment to executive office cease to be a Director but without prejudice to any rights or claims which they may have against the Company by reason of such cessation. A Director appointed to an executive office shall not cease to be a Director merely because their appointment to such executive office terminates.

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Emoluments to 149. The emoluments of any Director holding executive office for their services as be determined by the Board such shall be determined by the Board, and may be of any description, including without limitation admission to, or continuance of, membership of any scheme (including any share acquisition scheme) or fund instituted or established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants, or the payment of a pension or other benefits to them or their dependants on or after retirement or death, apart from membership of any such scheme or fund.

DIRECTORS’ INTERESTS

Authorisation 150. For the purposes of section 175 of the Act, the Board may authorise any matter under s175 of the Act proposed to it in accordance with these articles which would, if not so authorised, involve a breach of duty by a Director under that section, including, without limitation, any matter which relates to a situation in which a Director has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company. Any such authorisation will be effective only if:
(a) any requirement as to quorum at the meeting at which the matter is considered is met without counting the Director in question or any other interested Director; and
(b) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.

The Board may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions it expressly imposes but such authorisation is otherwise given to the fullest extent permitted. The Board may vary or terminate any such authorisation at any time.

For the purposes of these Articles, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.

Director may 151. Provided that they have disclosed to the Board the nature and extent of their contract with the Company interest (unless the circumstances referred to in section 177(5) or section 177(6) of the

and hold other Act apply, in which case no such disclosure is required) a Director notwithstanding offices etc their office:

(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
(b) may act by themselves or their firm in a professional capacity for the Company (otherwise than as auditor) and they or their firm shall be entitled to remuneration for professional services as if they were not a Director; and
(c) may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate:

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(i) in which the Company is (directly or indirectly) interested as shareholder or otherwise; or
(ii) with which they have such a relationship at the request or direction of the Company.

Remuneration, 152. A Director shall not, by reason of their office, be accountable to the Company benefits etc. for any remuneration or other benefit which they derive from any office or employment or from any transaction or arrangement or from any interest in any body corporate:

(a) the acceptance, entry into or existence of which has been approved by the Board pursuant to Article 150 (subject, in any such case, to any limits or conditions to which such approval was subject); or
(b) which they are permitted to hold or enter into by virtue of paragraph (a), (b) or (c) of Article 151;

nor shall the receipt of any such remuneration or other benefit constitute a breach of their duty under section 176 of the Act.

Notification of 153. Any disclosure required by Article 151 may be made at a meeting of the Board, interests by notice in writing or by general notice or otherwise in accordance with section 177 of the Act.
Duty of 154. A Director shall be under no duty to the Company with respect to any confidentiality to another information which they obtain or have obtained otherwise than as a Director of the person Company and in respect of which they owe a duty of confidentiality to another person. However, to the extent that their relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this article applies only if the existence of that relationship has been approved by the Board pursuant to Article 150. In particular, the Director shall not be in breach of the general duties they owe to the Company by virtue of sections 171 to 177 of the Act because they fail:
(a) to disclose any such information to the Board or to any Director or other officer or employee of the Company; and/or
(b) to use or apply any such information in performing their duties as a Director of the Company.
Consequences of 155. Where the existence of a Director’s relationship with another person has been authorisation approved by the Board pursuant to Article 150 and their 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 they owe to the Company by virtue of sections 171 to 177 of the Act because they:
(a) absent themselves 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

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(b) make 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,

for so long as they reasonably believe such conflict of interest or possible conflict of interest subsists.

Without 156. The provisions of Articles 154 and 155 are without prejudice to any equitable prejudice to equitable principle or rule of law which may excuse the Director from: principles or rule of law

(a) disclosing information, in circumstances where disclosure would otherwise be required under these articles; or
(b) attending meetings or discussions or receiving documents and information as referred to in Article 155, in circumstances where such attendance or receiving such documents and information would otherwise be required under these articles.
Shares held in 157. The Board may exercise the voting power conferred by the shares in any any company company held or owned by the Company in such manner and in all respects as it thinks fit (including the exercise thereof in favour of any resolution appointing its members or any of them directors of such company, or voting or providing for the payment of remuneration to the directors of such company).

GRATUITIES, PENSIONS AND INSURANCE

Gratuities and pensions

The Board may (by establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present Director or employee of the Company or any of its subsidiary undertakings or any body corporate associated with, or any business acquired by, any of them, and for any member of their family (including a spouse, a civil partner, a former spouse and a former civil partner) or any person who is or was dependent on them, and may (as well before as after they cease to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

Insurance

Without prejudice to the provisions of Article 223, the Board may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:
(a) a Director, officer or employee of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or
(b) a trustee of any pension fund in which employees of the Company or any other body referred to in paragraph (a) of this Article are or have been interested,

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including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of their duties or in the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or offices in relation to the relevant body or fund.

Directors not liable to account

No Director or former Director shall be accountable to the Company or the Members for any benefit provided pursuant to these Articles. The receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company.

Section 247 of the Act

The Board may make provision for the benefit of any persons employed or formerly employed by the company or any of its subsidiaries other than a Director or former Director or shadow Director in connection with the cessation or the transfer of the whole or part of the undertaking of the Company or any subsidiary. Any such provision shall be made by a resolution of the Board in accordance with section 247 of the Act.

PROCEEDINGS OF THE BOARD

Convening meetings

Subject to the provisions of these Articles, the Board may regulate its proceedings as it thinks fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Board by giving notice of the meeting to each Director. Notice of a Board meeting shall be deemed to be given to a Director if it is given to them personally or by word of mouth or sent in hard copy form to them at their last known address or such other address (if any) as may for the time being be specified by them or on their behalf to the Company for that purpose, or sent in electronic form to such address (if any) for the time being specified by them or on their behalf to the Company for that purpose. It shall not be necessary to send notice of a Board meeting to any Director who is for the time being absent from the United Kingdom and no account is to be taken of Directors absent from the United Kingdom when considering the adequacy of the period of notice of the meeting. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chair shall have a second or casting vote. Any Director may waive notice of a meeting and any such waiver may be retrospective. Any notice pursuant to this Article need not be in writing if the Board so determines and any such determination may be retrospective.

Quorum

The quorum for the transaction of the business of the Board may be fixed by the Board and unless so fixed at any other number shall be two. A person who holds office only as an alternate Director may, if their appointor is not present, be counted in the quorum. Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of the Board meeting if no Director objects.

Powers of 164. The continuing Directors or a sole continuing Director may act notwithstanding Directors if number falls any vacancies in their number, but if the number of Directors is less than the number

below minimum fixed as the quorum the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting.

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Chair and 165. The Board may appoint one of their number to be the chair, and one of their deputy chair number to be the deputy chair, of the Board and may at any time remove either of them from such office. Unless they are unwilling to do so, the Director appointed as chair, or in their stead the Director appointed as deputy chair, shall preside at every meeting of the Board at which they are present. If there is no Director holding either of those offices, or if neither the chair nor the deputy chair is willing to preside or neither of them is present within five minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be chair of the meeting.

Validity of acts of the Board

All acts done by a meeting of the Board, or of a committee of the Board, or by a person acting as a Director or alternate Director, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or any member of the committee or alternate Director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or, as the case may be, an alternate Director and had been entitled to vote.

Resolutions in writing

A resolution in writing agreed to by all the Directors entitled to receive notice of a meeting of the Board or of a committee of the Board (not being less than the number of Directors required to form a quorum of the Board) shall be as valid and effectual as if it had been passed at a meeting of the Board or (as the case may be) a committee of the Board duly convened and held. For this purpose;
(a) a written resolution may consist of several documents in hard copy or electronic form to the same effect each signed by one or more Directors;
(b) a Director signifies their agreement to a proposed written resolution when the Company receives from them a document indicating their agreement to the resolution authenticated in the manner permitted by the Companies Acts for a document in the relevant form;
(c) the Director may send the document in hard copy form or in electronic form to such address (if any) for the time being specified by the Company for that purpose;
(d) if an alternate Director signifies their agreement to the proposed written resolution, their appointor need not also signify their agreement; and
(e) if a Director signifies their agreement to the proposed written resolution, an alternate Director appointed by them need not also signify their agreement in that capacity.
Meetings by 168. Without prejudice to the first sentence of Article 162, a person entitled to be telephone etc. present at a meeting of the Board or of a committee of the Board shall be deemed to be present for all purposes if they are able (directly or by electronic communication) to speak to and be heard by all those present or deemed to be present simultaneously. A Director so deemed to be present shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where it is convened to be held or (if no Director is present in that place) where the largest group of those

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participating is assembled, or, if there is no such group, where the chair of the meeting is. The word meeting in these Articles shall be construed accordingly.

Directors’ power to vote on contracts in which they are interested

Except as otherwise provided by these Articles, a Director shall not vote at a meeting of the Board or a committee of the Board on any resolution of the Board concerning a matter in which they have an interest (other than by virtue of their interests in shares or debentures or other securities of, or otherwise in or through, the Company) which can reasonably be regarded as likely to give rise to a conflict with the interests of the Company, unless their interest arises only because the resolution concerns one or more of the following matters:
(a) the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by them or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;
(b) 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 part and whether alone or jointly with others) under a guarantee or indemnity or by the giving of security;
(c) a contract, arrangement, transaction or proposal 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 they are or may be entitled to participate as a Holder of securities or in the underwriting or subunderwriting of which they are to participate;
(d) a contract, arrangement, transaction or proposal concerning any other body corporate in which they or any person connected with them is interested, directly or indirectly, and whether as an officer, shareholder, creditor or otherwise, if they and any persons connected with them do not to their knowledge hold an interest (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) of such body corporate (or any other body corporate through which his interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purpose of this Article to be likely to give rise to a conflict with the interests of the Company in all circumstances);
(e) a contract, arrangement, transaction or proposal for the benefit of employees of the Company or of any of its subsidiary undertakings which does not award them any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and
(f) a contract, arrangement, transaction or proposal concerning any insurance which the Company is empowered to purchase or maintain for, or for the benefit of, any Directors of the Company or for persons who include Directors of the Company.

For the purposes of this Article, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this regulation

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becomes binding on the company), connected with a Director shall be treated as an interest of the Director and, in relation to an alternate Director, an interest of their appointor shall be treated as an interest of the alternate Director without prejudice to any interest which the alternate Director has otherwise.

Suspending 170. The Company may by ordinary resolution suspend or relax to any extent, either provisions of these Articles. generally or in respect of any particular matter, any provision of these Articles prohibiting a Director from voting at a meeting of the Board or of a committee of the Board.
Division of 171. Where proposals are under consideration concerning the appointment proposals (including without limitation fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately. In such cases each of the Directors concerned shall be entitled to vote in respect of each resolution except that concerning their own appointment.
Decision of chair 172. If a question arises at a meeting of the Board or of a committee of the Board as final and conclusive to the entitlement of a Director to vote, the question may, before the conclusion of the meeting, be referred to the chair of the meeting and their ruling in relation to any Director other than themselves shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed. If any such question arises in respect of the chair of the meeting, it shall be decided by resolution of the Board (on which the chair shall not vote) and such resolution will be final and conclusive except in a case where the nature and extent of the interests of the chair have not been fairly disclosed.

SECRETARY

Appointment 173. Subject to the provisions of the Companies Acts, the Secretary shall be and removal of Secretary appointed by the Board for such term, at such remuneration and on such conditions as it may think fit. Any Secretary so appointed may be removed by the Board, but without prejudice to any claim for damages for breach of any contract of service between the Secretary and the Company.

MINUTES

Minutes required to be kept

The Board shall cause minutes to be recorded for the purpose of:
(a) all appointments of officers made by the Board; and
(b) all proceedings at meetings of the Company, the Holders of any class of shares in the capital of the Company, the Board and committees of the Board, including the names of the Directors present at each such meeting.
Conclusiveness 175. Any such minutes, if purporting to be authenticated by the chair of the meeting of minutes to which they relate or of the next meeting, shall be sufficient evidence of the proceedings at the meeting without any further proof of the facts stated in them.

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THE SEAL

Authority 176. The Seal shall only be used by the authority of a resolution of the Board. The required for execution of Board may determine who shall sign any document executed under the Seal. If they do

deed not, it shall be signed by at least one Director and the Secretary or by at least two Directors. Any document may be executed under the Seal by impressing the Seal by mechanical means or by printing the Seal or a facsimile of it on the document or by applying the Seal or a facsimile of it by any other means to the document. A document executed, with the authority of a resolution of the Board, in any manner permitted by section 44(2) of the Act and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the Seal.

Certificates for 177. The Board may by resolution determine either generally or in any particular case shares and debentures that any certificate for shares or debentures or representing any other form of security may have any signature affixed to it by some mechanical or electronic means, or printed on it or, in the case of a certificate executed under the Seal, need not bear any signature.

REGISTERS

Overseas and 178. Subject to the provisions of the Companies Acts and the Regulations, the local registers Company may keep an overseas or local or other register in any place, and the Board may make, amend and revoke any regulations it thinks fit about the keeping of that register.

Authentication 179. Any Director or the Secretary or any other person appointed by the Board for and certification of copies and the purpose shall have power to authenticate and certify as true copies of and extracts

extracts from:

(a) any document comprising or affecting the constitution of the Company, whether in hard copy form or electronic form;
(b) any resolution passed by the Company, the Holders of any class of shares in the capital of the Company, the Board or any committee of the Board, whether in hard copy form or electronic form; and
(c) any book, record and document relating to the business of the Company, whether in hard copy form or electronic form (including without limitation the accounts).

If certified in this way, a document purporting to be a copy of a resolution, or the minutes or an extract from the minutes of a meeting of the Company, the Holders of any class of shares in the capital of the Company, the Board or a committee of the Board, whether in hard copy form or electronic form, shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.

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DIVIDENDS

Declaration of Dividends

Preferential Dividend

Interim Dividends

Subject to the provisions of the Companies Acts, the Company may by ordinary resolution declare Dividends in accordance with the respective rights of the Members, but no Dividend shall be declared except out of the profits of the Company available for distribution or in excess of the amount recommended by the Board and the declaration of the Board as to the amount of the profits available for distribution for each financial year of the Company shall be conclusive. Where the Directors’ recommendation as to the amount of a Dividend is reduced or withdrawn following the issue of the notice of general meeting at which a Dividend may be declared, the chair of the meeting may amend or withdraw the proposed resolution to declare the Dividend as they see fit.
Subject to the rights of persons (if any) from time to time entitled to shares with special rights as to Dividends and subject to the provisions of these Articles as to reserves, the profits of the Company from time to time (i) shall be applicable in the first place in payment of the preferential Dividend, being a fixed cumulative preferential Dividend at the rate of 6 per cent. per annum, on the Preference Shares up to date. Provided always that out of the profits of each financial year of the Company in respect of which a Dividend amounting in the aggregate to not less than £24,000 (before deduction of income tax) is declared and paid on the Ordinary Shares the Holders of the Preference Shares shall (until otherwise determined by the Company in general meeting) be entitled to a Dividend at the rate of £1 per cent. upon the amount paid up or credited as paid up on the Preference Shares in addition to such preferential Dividend as aforesaid, such additional Dividend to be non-cumulative and to be payable in respect of any year only out of the surplus profits of that year (if any) remaining after paying Dividends of not less than £24,000 (before deduction of income tax) on the Ordinary Shares, and (ii) subject as aforesaid, shall be divisible among the Holders of shares in the Company other than the Preference Shares as aforesaid.
Subject to the provisions of the Companies Acts, the Board may pay interim Dividends if it appears to the Board that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the Board may:
(a) pay interim Dividends on shares which confer deferred or non-preferred rights with regard to Dividends as well as on shares which confer preferential rights with regard to Dividends, but no interim Dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential Dividend is in arrear; and
(b) pay at intervals settled by it (whether half yearly or otherwise on fixed dates) any Dividend payable at a fixed rate if it appears to the Board that the profits available for distribution justify the payment.

If the Board acts in good faith it shall not incur any liability to the Holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim Dividend on any shares having deferred or non-preferred rights.

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Currency 183. Dividends may be declared and paid in any currency or currencies that the Board shall determine. The Board may also determine the exchange rate and the relevant date for determining the value of the Dividend in any currency.
Apportionment 184. Except as otherwise provided by the rights attached to shares, all Dividends of Dividends shall be declared and paid according to the amounts paid up on the shares on which the Dividend is paid; but no amount paid on a share in advance of the date on which a call is payable shall be treated for the purpose of this Article as paid on the share. All Dividends shall be apportioned and paid proportionately to the amounts paid up or credited as paid up on the shares during any portion or portions of the period in respect of which the Dividend is paid; but, if any share is allotted or issued on terms providing that it shall rank for Dividend as from a particular date, that share shall rank for Dividend accordingly.
Dividends in 185. A general meeting declaring a Dividend may, on the recommendation of the specie Board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets, including without limitation paid up shares or debentures of another body corporate. The Board may make any arrangements it thinks fit to settle any difficulty arising in connection with the distribution, including without limitation (a) the fixing of the value for distribution of any assets, (b) the payment of cash to any Member on the basis of that value in order to adjust the rights of Members and (c) the vesting of any asset in a trustee.
Scrip Dividends: 186. The Board may, if authorised by an ordinary resolution of the Company (the authorising resolution Resolution ), offer any Holder of shares (other than the Preference Shares) the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of all or any Dividend specified by the Resolution. The offer shall be on the terms and conditions and be made in the manner specified in Article 187 or, subject to those provisions, specified in the Resolution.
Scrip Dividends: 187. The following provisions shall apply to the Resolution and any offer made procedures pursuant to it and Article 186.
(a) The Resolution may specify a particular Dividend, or may specify all or any Dividends declared within a specified period.
(b) Each Holder of shares shall be entitled to that number of new shares as are together as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the Dividend that such Holder elects to forgo (each a new share ). For this purpose, the value of each new share shall be:
- (i) equal to the average quotation for the Company’s Ordinary Shares, that is, the average of the middle market quotations for those shares on the London Stock Exchange plc, as derived from the Daily Official List, on the day on which such shares are first quoted ex the relevant Dividend and the four subsequent dealing days; or
- (ii) calculated in any other manner specified by the Resolution,

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but shall never be less than the par value of the new share.

A certificate or report by the Auditors as to the value of a new share in respect of any Dividend shall be conclusive evidence of that value.

(c) or as soon as practicable after announcing that any Dividend is to be declared or recommended, the Board, if it intends to offer an election in respect of that Dividend, shall also announce that intention. If, after determining the basis of allotment, the Board decides to proceed with the offer, it shall notify the Holders of shares of the terms and conditions of the right of election offered to them, specifying the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be delivered in order to be effective
(d) The Board shall not proceed with any election unless the Board has sufficient authority to allot shares and sufficient reserves or funds that may be appropriated to give effect to it after the basis of allotment is determined.
(e) The Board may exclude from any offer any Holders of shares where the Board believes the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.
(f) The Dividend (or that part of the Dividend in respect of which a right of election has been offered) shall not be payable in cash on shares in respect of which an election has been made (the elected shares ) and instead such number of new shares shall be allotted to each Holder of elected shares as is arrived at on the basis stated in paragraph (b) of this Article. For that purpose the Board shall appropriate out of any amount for the time being standing to the credit of any reserve or fund (including without limitation the profit and loss account), whether or not it is 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 each Holder of elected shares as is arrived at on the basis stated in paragraph (b) of this Article.
(g) The new shares when allotted shall rank equally in all respects with the fully paid shares of the same class then in issue except that they shall not be entitled to participate in the relevant Dividend.
(h) No fraction of a share shall be allotted. The Board may make such provision as it thinks fit for any fractional entitlements including without limitation payment in cash to Holders in respect of their fractional entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any Holder or the application of any accrual, retention or accumulation to the allotment of fully paid shares to any Holder.
(i) The Board may do all acts and things it considers necessary or expedient to give effect to the allotment and issue of any share pursuant to this Article or

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otherwise in connection with any offer made pursuant to this Article and may authorise any person, acting on behalf of the Holders concerned, to enter into an agreement with the Company providing for such allotment or issue and incidental matters. Any agreement made under such authority shall be effective and binding on all concerned.

(j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to this Article.
Permitted 188. The Board may deduct from any Dividend or other monies payable to any deductions and retentions Member in respect of a share any monies presently payable by them to the Company in respect of that share. Where a person is entitled by transmission to a share, the Board may retain any Dividend payable in respect of that share until that person (or that person’s transferee) becomes the Holder of that share.
Requirement to 189. All Dividends and interest shall belong and be paid (subject to any lien of the be on the Register Company) to those Members whose names shall be on the Register at the date at which such Dividend shall be declared or at such date as the Company by ordinary resolution or the Board may determine, notwithstanding any subsequent transfer or transmission of shares.
Procedure for 190. Any Dividend or other monies payable in respect of a share may be paid: payment to Holders and others entitled (a) in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order, or
(b) by any other method, including electronic means, approved by the Board and agreed (in such form as the Board thinks appropriate) by the Holder or person entitled to payment including without limitation in respect of an Uncertificated Share by means of the relevant system (subject to the facilities and requirements of the relevant system).
Joint 191. If two or more persons are registered as joint Holders of any share, or are entitled entitlement by transmission jointly to a share, the Company may:
(a) pay any Dividend or other monies payable in respect of the share to any one of them and any one of them may give effectual receipt for that payment; and
(b) for the purpose of Article 190, rely in relation to the share on the written direction, designation or agreement of, or notice to the Company by, any one of them.
Payment by post 192. A cheque or warrant may be sent by post:
(a) where a share is held by a sole Holder, to the registered address of the Holder of the share; or
(b) if two or more persons are the Holders, to the registered address of the person who is first named in the Register; or

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(c) if a person is entitled by transmission to the share, as if it were a notice to be sent under Article 209; or
(d) in any case, to such person and to such address as the person entitled to payment may direct by notice to the Company.
Discharge to 193. Payment of a cheque or warrant by the bank on which it was drawn or the Company and risk transfer of funds by the bank instructed to make the transfer or, in respect of an Uncertificated Share, the making of payment in accordance with the facilities and requirements of the relevant system (which, if the relevant system is CREST, may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the Holder or joint Holders or, if permitted by the Company, of such person as the Holder or joint Holders may in writing direct) shall be a good discharge to the Company. Every cheque or warrant sent or transfer of funds made by the relevant bank or system in accordance with these Articles shall be at the risk of the Holder or person entitled. The Company shall have no responsibility for any sums alleged to have been lost, stolen, destroyed or delayed in the course of payment by any method used by the Company in accordance with Article 190.

Interest not payable

No Dividend or other monies payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

Forfeiture of 195. Any Dividend which has remained unclaimed for 12 years from the date when unclaimed Dividends it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed Dividend or other monies payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company’s own account. All Dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee thereof. Such payment shall not constitute the Company a trustee in respect of it. The Company shall be entitled to cease sending Dividend warrants and cheques by post or otherwise or any other sums payable to a Member if those instruments have been returned undelivered to, or left uncashed by, that Member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the Member’s new address. The entitlement conferred on the Company by this Article in respect of any Member shall cease if the Member claims a Dividend or cashes a Dividend warrant or cheque or notifies the Company of an address to be used for the purpose. If a Holder (or joint Holder) does not specify an address, or does not specify an account or such other details and in each case that information is necessary in order to make a payment of a Dividend, interest or other sum by the means by which the Board has decided that a payment is to be made or by which the Holder (or joint Holder) has validly elected to receive payment or the payment cannot be made by the Company using the details provided by the Holder (or joint Holders), the dividend, interest or other sum shall be treated as unclaimed for the purposes of these Articles.

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RESERVES

Application of reserves

The Board may, before recommending any Dividend, set aside out of the profits of the Company such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of its holding company (if any)) as the Board may from time to time think fit. The Board may also, without placing the same to reserve, carry forward any profits which it may think prudent not to divide.

CAPITALISATION OF PROFITS AND RESERVES

Power to capitalise

The Board may with the authority of an ordinary resolution of the Company:
(a) subject to the provisions of this Article, resolve to capitalise any undistributed profits of the Company not required for paying any preferential Dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or other fund, including without limitation the Company’s share premium account and capital redemption reserve, if any;
(b) appropriate the sum resolved to be capitalised to the Members or any class of Members on the record date specified in the relevant resolution who would have been entitled to it if it were distributed by way of Dividend and in the same proportions;
(c) apply that sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full shares, debentures or other obligations of the Company of a nominal amount equal to that sum but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up shares to be allotted to Members credited as fully paid;
(d) allot the shares, debentures or other obligations credited as fully paid to those Members, or as they may direct, in those proportions, or partly in one way and partly in the other;
(e) where shares or debentures become, or would otherwise become, distributable under this Article in fractions, make such provision as they think fit for any fractional entitlements including without limitation authorising their sale and transfer to any person, resolving that the distribution be made as nearly as practicable in the correct proportion but not exactly so, ignoring fractions altogether or resolving that cash payments be made to any Members in order to adjust the rights of all parties;
(f) authorise any person to enter into an agreement with the Company on behalf of all the Members concerned providing for either:

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(i) the allotment to the Members respectively, credited as fully paid, of any shares, debentures or other obligations to which they are entitled on the capitalisation; or
(ii) the payment up by the Company on behalf of the Members of the amounts, or any part of the amounts, remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised,

and any agreement made under that authority shall be binding on all such Members;

(g) generally do all acts and things required to give effect to the ordinary resolution; and
(h) for the purposes of this Article, unless the relevant resolution provides otherwise, if the Company holds treasury shares of the relevant class at the record date specified in the relevant resolution, it shall be treated as if it were entitled to receive the Dividends in respect of those treasury shares which would have been payable if those treasury shares had been held by a person other than the Company.

RECORD DATES

Record dates for 198. Notwithstanding any other provision of these Articles, the Company or the Dividends etc. Board may:
(a) fix any date as the record date for any Dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the Dividend, distribution, allotment or issue is declared, paid or made;
(b) for the purpose of determining which persons are entitled to attend and vote at a general meeting of the Company, or a separate general meeting of the Holders of any class of shares in the capital of the Company, and how many votes such persons may cast, specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (which shall, if the Board so specifies, be calculated taking no account of any part of a day that is not a working day), 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 the Register after the time specified by virtue of this Article shall be disregarded in determining the rights of any person to attend or vote at the meeting; and
(c) for the purpose of sending notices of general meetings of the Company, or separate general meetings of the Holders of any class of shares in the capital of the Company, under these Articles, determine that persons entitled to receive such notices are those persons entered on the Register at the close of business on a day determined by the Company or the Board, which day may not be more than 21 days before the day that notices of the meeting are sent.

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ACCOUNTS

Rights to inspect 199. No Member shall (as such) have any right to inspect any accounting records or records other book or document of the Company except as conferred by statute or authorised by the Board or by ordinary resolution of the Company or order of a court of competent jurisdiction.

Sending of 200. Subject to the Companies Acts, a copy of the Company’s annual accounts and annual accounts reports for that financial year shall, at least 21 Clear Days before the date of the meeting at which copies of those documents are to be laid in accordance with the provisions of the Companies Acts, be sent to every Member and to every Holder of the Company’s debentures, and to every person who is entitled to receive notice of meetings from the Company under the provisions of the Companies Acts or of these Articles or, in the case of joint Holders of any share or debenture, to one of the joint Holders. A copy need not be sent to a person for whom the Company does not have a current address.

Summary 201. Subject to the Companies Acts, the requirements of Article 200 shall be deemed financial statements satisfied in relation to any person by sending to the person, instead of such copies, a summary financial statement derived from the Company’s annual accounts and the directors’ report, which shall be in the form and containing the information prescribed by the Companies Acts and any regulations made under the Companies Acts.

COMMUNICATIONS

When notice 202. Any notice to be sent to or by any person pursuant to these Articles (other than required to be in writing a notice calling a meeting of the Board) shall be in writing.

Subject to Article 202 and unless otherwise provided by these Articles, the Methods of Company shall send or supply a document or information that is required or authorised Company to be sent or supplied to a Member or any other person by the Company by a provision sending notice of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject in such form and by such means as it may in its absolute discretion determine provided that the provisions of the Act which apply to sending or supplying a document or information required or authorised to be sent or supplied by the Companies Acts shall, the necessary changes having been made, also apply to sending or supplying any document or information required or authorised to be sent by these Articles or any other rules or regulations to which the Company may be subject.

Methods of 204. Subject to Article 202 and unless otherwise provided by these Articles, a Member etc. sending Member or a person entitled by transmission to a share shall send a document or

document or information pursuant to these Articles to the Company in such form and by such means information as it may in its absolute discretion determine provided that:

(a) the determined form and means are permitted by the Companies Acts for the purpose of sending or supplying a document or information of that type to a company pursuant to a provision of the Companies Acts; and

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(b) unless the Board otherwise permits, any applicable condition or limitation specified in the Companies Acts, including without limitation as to the address to which the document or information may be sent, is satisfied.

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

Notice to joint 205. In the case of joint Holders of a share any document or information shall be sent Holders to the joint Holder whose name stands first in the Register in respect of the joint holding and any document or information so sent shall be deemed for all purposes sent to all the joint Holders.
Registered 206. A Member whose registered address is not within an EEA State and who sends address outside EEA to the Company an address within an EEA State at which a document or information may be sent to them shall be entitled to have the document or information sent to them at that address (provided that, in the case of a document or information sent by electronic means, including without limitation any notification required by the Companies Acts that the document or information is available on a website, the Company so agrees, which agreement the Company shall be entitled to withhold in its absolute discretion including, without limitation, in circumstances in which the Company considers that the sending of the document or information to such address using electronic means would or might infringe the laws of any other jurisdiction) but otherwise
(a) no such Member shall be entitled to receive any document or information from the Company; and
(b) without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such Member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting.
Deemed receipt 207. A Member present, either in person or by proxy, at any meeting of the Company of notice or of the Holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called.

Terms and 208. The Board may from time to time issue, endorse or adopt terms and conditions conditions for electronic relating to the use of electronic means for the sending of notices, other documents and

communications proxy appointments by the Company to Members or persons entitled by transmission and by Members or persons entitled by transmission to the Company.

Notice to 209. A document or information may be sent or supplied by the Company to the persons entitled by transmission person or persons entitled by transmission to a share by sending it in any manner the Company may choose authorised by these Articles for the sending of a document or information to a Member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address (if any) in the United Kingdom as may be supplied for that purpose by or on behalf of the person or persons claiming to be so entitled. Until such an address has been

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supplied, a document or information may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred.

Transferees etc. 210. Every person who becomes entitled to a share shall be bound by any notice in bound by prior notice respect of that share which, before their name is entered in the Register, has been sent to a person from whom they derive their title, provided that no person who becomes entitled by transmission to a share shall be bound by any direction notice sent under Article 95 to a person from whom they derive their title.
Proof of 211. Proof that a document or information was properly addressed, prepaid and sending/when notices etc. posted shall be conclusive evidence that the document or information was sent. Proof deemed sent by that a document or information sent or supplied by electronic means was properly post addressed shall be conclusive evidence that the document or information was sent or supplied. A document or information sent by the Company to a Member by post shall be deemed to have been received:
(a) if sent by first class post or special delivery post from an address in the United Kingdom to another address in the United Kingdom, or by a postal service similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the document or information was posted;
(b) if sent by airmail from an address in the United Kingdom to an address outside the United Kingdom, or from an address in another country to an address outside that country (including without limitation an address in the United Kingdom), on the third day following that on which the document or information was posted;
(c) in any other case, on the second day following that on which the document or information was posted.
When notices 212. A document or information sent or supplied by the Company to a Member in etc. deemed sent by electronic electronic form shall be deemed to have been received by the Member on the day means following that on which the document or information was sent to the Member. Such a document or information shall be deemed received by the Member on that day notwithstanding that the Company becomes aware that the Member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the Member.

When notices etc. deemed sent by website

A document or information sent or supplied by the Company to a Member by means of a website shall be deemed to have been received by the Member:
(a) when the document or information was first made available on the website; or
(b) if later, when the Member is deemed by Article 211 or 212 to have received notice of the fact that the document or information was available on the website. Such a document or information shall be deemed received by the Member on that day notwithstanding that the Company becomes aware that the Member has

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failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the Member.

Notice during 214. Subject to the Companies Acts, if at any time the Company is unable effectively disruption of services to convene a general meeting by notices sent through the post in the United Kingdom as a result of the suspension or curtailment of postal services, notice of general meeting may be sufficiently given by advertisement in the United Kingdom. Any notice given by advertisement for the purpose of this Article shall be advertised in at least one newspaper having a national circulation. If advertised in more than one newspaper, the advertisements shall appear on the same date. Such notice shall be deemed to have been sent to all persons who are entitled to have notice of meetings sent to them on the day when the advertisement appears. In any such case, the Company shall send confirmatory copies of the notice by post, if at least seven days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

DESTRUCTION OF DOCUMENTS

The Company shall be entitled to destroy:
Power of 215. The Company shall be entitled to destroy: Company to destroy documents (a) all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entry is made in the Register, at any time after the expiration of six years from the date of registration;
(b) all Dividend mandates, variations or cancellations of Dividend mandates, and notifications of change of address at any time after the expiration of two years from the date of recording;
(c) all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation;
(d) all paid Dividend warrants and cheques at any time after the expiration of one year from the date of actual payment;
(e) all proxy appointments which have been used for the purpose of a poll at any time after the expiration of one year from the date of use; and
(f) all proxy appointments which have not been used for the purpose of a poll at any time after one month from the end of the meeting to which the proxy appointment relates and at which no poll was demanded.

Presumption in 216. It shall conclusively be presumed in favour of the Company that: relation to destroyed documents

(a) every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document destroyed in accordance with Article 215 was duly and properly made;
(b) every instrument of transfer destroyed in accordance with Article 215 was a valid and effective instrument duly and properly registered;

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(c) every share certificate destroyed in accordance with Article 215 was a valid and effective certificate duly and properly cancelled; and
(d) every other document destroyed in accordance with Article 215 was a valid and effective document in accordance with its recorded particulars in the books or records of the Company,

but:

(e) the provisions of this Article and Article 215 apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties) to which the document might be relevant;
(f) nothing in this Article or Article 215 shall be construed as imposing on the Company any liability in respect of the destruction of any document earlier than the time specified in Article 215 or in any other circumstances which would not attach to the Company in the absence of this Article or Article 215; and
(g) any reference in this Article or Article 215 to the destruction of any document includes a reference to its disposal in any manner.

UNTRACED SHAREHOLDERS

Power to dispose 217. The Company shall be entitled to sell, at the best price reasonably obtainable, of shares of untraced the shares of a Member or the shares to which a person is entitled by transmission if

shareholders and provided that:

(a) during the period of 12 years before the date of sending of the notice referred to in Article 217(b), no communication has been received by the Company from the relevant Holder, and no cheque or warrant, sent by the Company addressed to the relevant Holder at the address detailed in the register of members or the last known address given by the relevant Holder to which cheques and warrants are to be sent, has been cashed and at least three dividends in respect of the shares have become payable and no dividend in respect of the shares has been claimed;
(b) on or after expiry of the period of 12 years, the Company has given notice of its intention to sell the shares by sending a notice to the Member or person entitled by transmission to the share at his or her address on the Register or other last known address given by the Member or person entitled by transmission to the shares and before sending such a notice to the Member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or (in the sole discretion of the Board) giving 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 Member or person entitled by transmission to the share shown in the Register;

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(c) during the further period of three months following the date of the notice and prior to the exercise of the power of sale the Company has not received any communication in respect of the shares from the Member or person entitled by transmission; and
(d) if shares of the class concerned are listed on the London Stock Exchange, the Company has given notice (where from time to time required) to the competent authority for the purposes of Part VI of FSMA of its intention to make the sale.

If during the period of 12 years referred to in this Article, or during any period ending on the date when all the requirements of this Article have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of (b) to (d) of this Article have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares.

Transfer on sale

To give effect to any sale pursuant to Article 217, the Board may:
(a) where the shares are held in certificated form, authorise any person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the buyer; or
(b) where the shares are held in uncertificated form, do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer (and, in accordance with the Regulations, the Board may issue a written notification to the Operator requiring the conversion of the shares to certificated form).
Effectiveness of 219. An instrument of transfer executed by that person in accordance with Article transfer 218(a) shall be as effective as if it had been executed by the Holder of, or person entitled by transmission to, the shares. An exercise by the Company of its powers in accordance with Article 218(a) shall be as effective as if exercised by the registered Holder of or person entitled by transmission to the shares. The transferee shall not be bound to see to the application of the purchase money, and their title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in reference to the sale.

Proceeds of sale

The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Member or other person previously entitled for an amount equal to the proceeds. The Company shall enter the name of such former Member or other person in the books of the Company as a creditor for that amount. In relation to the debt, no trust is created and no interest is payable. The Company shall not be required to account for any money earned on the net proceeds of sale, which may be used in the Company’s business or invested in such a way as the Board from time to time thinks fit.

WINDING UP

Liquidator may 221. If the Company is wound up, the liquidator may, with the sanction of a special distribute in specie resolution of the Company and any other sanction required by the Insolvency Act 1986:

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(a) divide among the Members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members or different classes of Members;
(b) vest the whole or any part of the assets in trustees for the benefit of the Members; and
(c) determine the scope and terms of those trusts,

but no Member shall be compelled to accept any asset on which there is a liability.

Disposal of assets by liquidator

The power of sale of a liquidator shall include a power to sell wholly or partially for shares or debentures or other obligations of another body corporate, either then already constituted or about to be constituted for the purpose of carrying out the sale.

INDEMNITY

Indemnity to 223. Subject to the provisions of the Companies Acts, but without prejudice to any Directors and officers indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) shall be indemnified out of the assets of the Company against any liability incurred by them for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided that this Article 223 shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article, or any element of it, to be treated as void under the Act or otherwise under the Companies Acts.

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CLAUSE

PAGE

PRELIMINARY ..................................................................................................... 1 SHARE CAPITAL AND LIMITED LIABILITY ............................................................. 4 VARIATION OF RIGHTS ........................................................................................ 7 SHARE CERTIFICATES .......................................................................................... 8 LIEN .................................................................................................................... 9 CALLS ON SHARES ............................................................................................. 10 FORFEITURE AND SURRENDER ........................................................................... 11 TRANSFER OF SHARES ....................................................................................... 12 TRANSMISSION OF SHARES ................................................................................ 13 ALTERATION OF SHARE CAPITAL ....................................................................... 14 GENERAL MEETINGS ......................................................................................... 14 NOTICE OF GENERAL MEETINGS ........................................................................ 15 PROCEEDINGS AT GENERAL MEETINGS .............................................................. 19 VOTES OF MEMBERS .......................................................................................... 23 PROXIES AND CORPORATE REPRESENTATIVES ................................................... 26 NUMBER OF DIRECTORS .................................................................................... 29 APPOINTMENT AND RETIREMENT OF DIRECTORS ............................................... 29 SHARE QUALIFICATION FOR DIRECTORS ........................................................... 30 ALTERNATE DIRECTORS .................................................................................... 30 POWERS OF THE BOARD ..................................................................................... 31 DELEGATION OF POWERS OF THE BOARD ........................................................... 32 BORROWING POWERS ....................................................................................... 33

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DISQUALIFICATION AND REMOVAL OF DIRECTORS ............................................ 33 NON-EXECUTIVE DIRECTORS ............................................................................. 35 DIRECTORS’ EXPENSES ...................................................................................... 35 EXECUTIVE DIRECTORS ..................................................................................... 35 DIRECTORS’ INTERESTS..................................................................................... 36 GRATUITIES, PENSIONS AND INSURANCE ........................................................... 38 PROCEEDINGS OF THE BOARD ............................................................................ 39 SECRETARY ....................................................................................................... 42 MINUTES ........................................................................................................... 42 THE SEAL .......................................................................................................... 43 REGISTERS ........................................................................................................ 43 DIVIDENDS ........................................................................................................ 44 RESERVES ......................................................................................................... 49 CAPITALISATION OF PROFITS AND RESERVES .................................................... 49 RECORD DATES ................................................................................................. 50 ACCOUNTS ........................................................................................................ 51 COMMUNICATIONS ............................................................................................ 51 DESTRUCTION OF DOCUMENTS .......................................................................... 54 UNTRACED SHAREHOLDERS .............................................................................. 55 WINDING UP ...................................................................................................... 56 INDEMNITY ....................................................................................................... 57

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COMPANY NO. 31461

COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

MARSTON’S PLC

AI assistant

MARSTON'S PLC — Governance Information 2022

4601_agm-r_2022-01-28_69c63548-e369-417e-b351-2ac58c49f91e.pdf

COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

MARSTON’S PLC

PRELIMINARY

Table A

Definitions

the Company or Marston’s means Marston’s PLC;

United Kingdom means Great Britain and Northern Ireland.

Construction

SHARE CAPITAL AND LIMITED LIABILITY

Uncertificated

Commissions

VARIATION OF RIGHTS

Method of varying rights

SHARE CERTIFICATES

LIEN

CALLS ON SHARES

Deemed calls

FORFEITURE AND SURRENDER

Forfeiture for non-compliance

TRANSFER OF SHARES

TRANSMISSION OF SHARES

Transmission

ALTERATION OF SHARE CAPITAL

GENERAL MEETINGS

NOTICE OF GENERAL MEETINGS

Security

PROCEEDINGS AT GENERAL MEETINGS

Quorum

Chair

Amendments to resolutions

VOTES OF MEMBERS

PROXIES AND CORPORATE REPRESENTATIVES

Rights of proxy

NUMBER OF DIRECTORS

APPOINTMENT AND RETIREMENT OF DIRECTORS

SHARE QUALIFICATION FOR DIRECTORS

ALTERNATE DIRECTORS

POWERS OF THE BOARD

DELEGATION OF POWERS OF THE BOARD

BORROWING POWERS

Third parties

DISQUALIFICATION AND REMOVAL OF DIRECTORS

NON-EXECUTIVE DIRECTORS

DIRECTORS’ EXPENSES

EXECUTIVE DIRECTORS

DIRECTORS’ INTERESTS

GRATUITIES, PENSIONS AND INSURANCE

Insurance

Section 247 of the Act

PROCEEDINGS OF THE BOARD

Validity of acts of the Board

Resolutions in writing

SECRETARY

MINUTES

THE SEAL

REGISTERS

DIVIDENDS

Declaration of Dividends

Preferential Dividend

RESERVES

Application of reserves

CAPITALISATION OF PROFITS AND RESERVES

Power to capitalise

RECORD DATES

ACCOUNTS

COMMUNICATIONS

DESTRUCTION OF DOCUMENTS

UNTRACED SHAREHOLDERS

Transfer on sale

Proceeds of sale

WINDING UP

INDEMNITY

CONTENTS

CLAUSE

MARSTON'S PLC Governance Information 2022