Melrose Industries PLC — AGM Information 2012

Apr 11, 2012

Company No: 4763064

THE COMPANIES ACTS 1985 AND 2006

PUBLIC LIMITED COMPANY

SPECIAL RESOLUTIONS of MELROSE PLC (the "Company")

At a general meeting of the Company, held at the offices of Investec Investment Banking, a division of Investec Bank plc, 2 Gresham Street, London, EC2V 7QP on 11 April 2012, the following resolutions were passed as special resolutions:

Resolution 1

THAT:

• contemporaneously with Admission, each issued 2009 Incentive Share of £1 in the capital of $(a)$ the Company be and is sub-divided and redesignated into 392 ordinary shares of $\frac{14}{55}$ pence each in the capital of the Company, with no member being entitled to the fraction of a 2009 Incentive Share arising as a result of such sub-division and redesignation and with each such fraction being aggregated with all other such fractions into and redesignated as one deferred share of £109¹/₁₁ having the rights set out in article 6(K) of the Articles of Association of the Company (the "Deferred Share") and registered in the name of the company secretary. For the purposes of this paragraph (a) and Resolution 2 "Admission" means the admission (as defined in the Listing Rules of the Financial Services Authority) and admission to trading on the main market of the London Stock Exchange of the new ordinary shares to be created pursuant to this resolution 1;
• the Company be authorised in accordance with section 694 of the Companies Act 2006 (the $(b)$ "Act") to purchase the Deferred Share pursuant to the terms of a contract dated 22 March 2012 entered into between the Company and the company secretary relating to such purchase and under which the consideration is one penny (the "Deferred Share Contract") and that the terms of the Deferred Share Contract be and are approved, provided that the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2013 or the date that is 15 months from the passing of this resolution, whichever is the earlier;
• upon the purchase of the Deferred Share by the Company, the Deferred Share be cancelled $(c)$ in accordance with section 706 of the Act and the amount of the Company's issued share capital be diminished accordingly; and

• $(d)$ the Directors be and are authorised:

• $(i)$ in accordance with article 6(L) of the Articles of Association of the Company, to capitalise a sum of £29,649.38 standing to the credit of the Company's capital redemption reserve and to apply such sum in paying up in full 11,647,969 ordinary shares of $^{14}/_{55}$ pence each in the capital of the Company; and

• $(ii)$ to allot and issue such ordinary shares credited as fully paid as follows:

Holders of 2009 Incentive Shares	Number of Ordinary Shares
Christopher Miller	2,795,512
David Roper	2,795,512
Simon Peckham	2,795,512
Geoffrey Martin	1,747,195
Alistair Peart	698,878
Garry Barnes	232,960
Geoffrey Morgan	232,960
Irene Merchant	116,480
Matthew Richards	116,480
Ogier Employee Benefit Trustee Limited, as trustee of the Employee Benefit Trust	116,480

provided that this authority shall: (i) be limited to the allotment of equity securities up to an aggregate nominal amount of £29,649.38; and (ii) unless renewed, varied or revoked by the Company, expire at the conclusion of the annual general meeting of the Company to be held in 2013 or the date that is 15 months from the date of the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. This authority is in addition to all previous powers conferred on the Directors in accordance with section 80 of the Companies Act 1985 or section 551 of the Act.

Resolution 2

THAT, with effect from Admission or, if Resolution 1 is not passed, with effect from 1 June 2012, the Articles of Association of the Company be amended by deleting the existing articles 4 to 9 (inclusive) in their entirety and substituting for them the following new articles 4 to 9 (inclusive):

4. Share Capital

The ordinary shares and the 2012 Incentive Shares in the capital of the Company are separate classes of shares and carry the respective rights and privileges and are subject to the respective provisions and restrictions set out in these articles.

5. Rights attaching to 2012 Incentive Shares

• $(A)$ The 2012 Incentive Shares have a nominal value of £1 per share. The 2012 Incentive Shares do not confer a right to be paid a dividend, other than in accordance with article $6(A)$ .
• $(B)$ On a return of capital on winding-up (but not otherwise), the holders of the 2012 Incentive Shares shall be entitled to participate in the Company's assets available for distribution among the members in accordance with article 6(N).
• $(C)$ The holders of the 2012 Incentive Shares have the right to receive notice of and to attend general meetings of the Company, but do not have the right to vote thereat.

6. Further rights attaching to 2012 Incentive Shares

• $(A)$ The holders of the 2012 Incentive Shares shall, not later than 20 business days after $(i)$ the trigger date, be paid a dividend which shall be equal to such amount per 2012 Incentive Share (the "Dividend Amount") as equals the Conversion Number (as determined in accordance with article $6(C)$ for the trigger date, except that if the Conversion Number is a fraction it shall not be rounded up) multiplied by SP (as determined in accordance with article $6(C)$ ). To the extent that a dividend is paid in respect of 2012 Incentive Shares in accordance with this article 6(A)(i), those shares shall, with effect from the payment date, be re-designated (and in any event shall have the same rights (and no other rights)) as non-voting deferred shares, having the rights set out in article 6(K).
• $(ii)$ Prior to the trigger date, the remuneration committee of the board may in its absolute discretion determine that the Dividend Amount to be paid on the 2012 Incentive Shares should be reduced in whole or in part. If the Dividend Amount is reduced in whole, the 2012 Incentive Shares shall be converted in accordance with the remaining provisions of this article 6. If the Dividend Amount is reduced in part the 2012 Incentive Shares shall be converted in accordance with the remaining provisions of this article 6 save that the Conversion Number shall be reduced to reflect the amount of the dividend per share to be paid. The Company shall serve a notice on the holders of such 2012 Incentive Shares (a "conversion notice") informing such holders of the determination by the remuneration committee of the board and such notice shall be served within five business days of such determination.
• $(iii)$ If the Company is unable (for whatever reason) to pay the full amount of the dividend which is due as provided for in articles $6(A)(i)$ or $6(A)(ii)$ or if the Company decides not to pay such a dividend or if the remuneration committee of the board

determines in accordance with article $6(A)(ii)$ that the 2012 Incentive Shares should be converted but the Company fails to convert the 2012 Incentive Shares in accordance with article $6(A)(ii)$ and the remaining provisions of this article 6, then the Company shall procure that such 2012 Incentive Shares shall be purchased, not later than 25 business days after the trigger date, by an employee benefit trust nominated by the Company for consideration per 2012 Incentive Share equal to the Dividend Amount (as defined in article $6(A)(i)$ ), failing which the Company shall redeem such 2012 Incentive Shares, not later than 25 business days after the trigger date, for a redemption payment per 2012 Incentive Share equal to the Dividend Amount (the Dividend Amount, in each case, to be reduced by the amount of any dividend actually paid on the 2012 Incentive Shares in accordance with article 6(A)(ii)).

• $(B)$ If a conversion notice is served in accordance with article $6(A)(ii)$ , or pursuant to article $6(M)$ or 6(N), on conversion each 2012 Incentive Share shall convert into such number of fully paid ordinary shares as equals the Conversion Number (save where a dividend has been paid on the 2012 Incentive Shares in accordance with article $6(A)(iii)$ in which case the Conversion Number shall be reduced to reflect the amount of any dividend per share actually paid).
• $(C)$ Subject to articles $6(G)$ and $6(M)$ and subject always to adjustment in accordance with article 6(O) and/or 6(P), the "Conversion Number" equals:

$$
\frac{7.5}{100} \times [(SP \times N) - IC] \times \frac{1}{SP}
$$

NBS

Where:

• the number of ordinary shares in issue on the relevant trigger date N $\equiv$
• 50,000 $NBS =$
• the price certified by Investec Investment Banking (or other brokers for the time being SP $\equiv$ of the Company) to be the average closing middle market quotation (in pounds sterling) of an ordinary share in the capital of the Company as derived from the Daily Official List for the 40 business days prior to the trigger date

IC the invested capital relating to the ordinary shares (in pounds sterling), being the sum $=$ of the Indexed Capital for each month in which there is either an Ordinary Share Cost or a Return from (and including), if Resolution 1 proposed at the general meeting of the Company held on 11 April 2012 is passed, March 2012 or, if such resolution is not passed, May 2012 up to (and including) the month in which the relevant trigger date for the 2012 Incentive Shares occurs (and for these purposes the Ordinary Share Cost for March 2012 or May 2012, as the case may be, shall be the deemed market capitalisation of the Company as at, if Resolution 1 proposed at the general meeting of the Company held on 11 April 2012 is passed, 21 March 2012, or, if such resolution is not passed, 30 May 2012 based on the average closing middle market quotation (in pounds sterling) of an ordinary share in the capital of the Company as derived from the Daily Official List for the 40 business days up to and including the relevant date).

and where:

• $(i)$ the "Indexed Capital" for a month means the Net Capital for that month multiplied by the relevant Index Adjustment for the period from the commencement of that month until the commencement of the month in which the trigger date falls
• $(ii)$ the "Net Capital" for a month means the Ordinary Share Cost in that month or the Returns in that month or, in the event that there is both, the net amount of Ordinary Share Cost minus Returns, and which for the avoidance of doubt may be zero or a negative number
• $(iii)$ "Ordinary Share Cost" means the total amount (in pounds sterling) paid up (as to nominal value and any premium) on any allotment of ordinary shares in the period, provided that (I) if any part of such amount paid up on any ordinary share is paid up otherwise than in cash the amount paid up on that share shall be deemed to be the price certified by Investec Investment Banking (or other broker for the time being of the Company) to be the average closing middle market quotation (in pounds sterling) of an ordinary share as derived from the Daily Official List for the 10 business days from and including the date on which the new ordinary shares are admitted to trading, and (II) if any ordinary shares shall be allotted credited as fully paid by way of capitalisation of profits or reserves the amount paid up on such shares shall be excluded from the calculation of Ordinary Share Cost
• $(iv)$ "Returns" means the sum of any dividends or distributions of any kind paid or made on or in respect of the ordinary shares, including (I) a purchase of any of the Company's own shares (whether or not out of the proceeds of any fresh issue of shares or out of unrealised profits), (II) a reduction of share capital by paying off paid up share capital, and (III) any other returns of capital in the period, whether in cash or otherwise and however described, excluding:
• $(a)$ any issue of shares credited as fully paid to shareholders by way of capitalisation of profits or reserves which is to be, or may at the election of the shareholders be, issued instead of the whole or any part of a cash

dividend which the shareholders concerned would or could otherwise have received; and

$(b)$ any issue of shares credited as fully paid to the shareholders (or as they may direct) by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve)

$(v)$ "Index Adjustment" $=$

Where:

RPI₁ is the RPI for the month immediately preceding the start of the period referred to in (i) above (rounded to one decimal place)

RPI₂ is the RPI for the month immediately preceding the end of the period referred to in (i) above (or, if that has not been published by the close of business on the trigger date, then the RPI for the latest month for which the RPI has been published) (rounded to one decimal place)

"t" is the number of months between the two months used to determine RPI1 and RPI2 (and for the avoidance of doubt, there are 12 months between the same months in consecutive years)

"RPI" means the UK Retail Prices Index (all items) published by the Office for National Statistics (or any successor Government department) (January 1987 = 100) or any index which may replace the RPI, as selected by the remuneration committee of the board of the Company

references to a month are to a calendar month.

For the avoidance of doubt, where "IC" is a negative number the formula in this article 6(C) shall continue to be applicable.

In the event that the calculation in this article 6(C) results in a Conversion Number being less than one, the Conversion Number for the purposes of these articles shall be one.

The Conversion Number multiplied by NBS shall not exceed the sum of (i) 5 per cent. of the aggregate number of ordinary shares in issue on, if Resolution 1 proposed at the general meeting of the Company on 11 April 2012 is passed, 22 March 2012 or, if such resolution is not passed, 31 May 2012, plus (ii) 5 per cent. of any additional ordinary shares issued or created after the relevant date (the "Cap").

• $(D)$ In this article 6, the "trigger date" is (except where article $6(M)$ or $6(N)$ applies) 31 May 2017. If, however, the Company's annual accounts for its preceding financial period (or where applicable a summary financial statement derived from the annual accounts) have (or has) not been published by 31 March 2017, the trigger date is 2 months after the date on which the annual accounts (or where applicable the summary financial statement) are (or is) so published. If the Company shall change its accounting reference date from 31 December, there shall be substituted for the said 31 May 2017 the date which is five months after the new accounting date. Other than pursuant to articles $6(M)$ and $6(N)$ the trigger date as calculated in accordance with this 6(D) shall not be prior to 31 May 2017.
• $(E)$ The ordinary shares to which a holder is entitled on conversion shall not rank for any dividends or other distributions paid or made on ordinary shares prior to the relevant trigger date but shall rank for any paid or made thereafter, and subject thereto they shall rank pari passu in all respects and form one class with the ordinary shares then in issue.
• $(F)$ If a conversion notice is served in accordance with article 6(A)(ii), within 20 business days after the trigger date (the "conversion date"), the board shall convert the 2012 Incentive Shares into the ordinary shares and deferred shares (if any) arising on conversion and, as soon as reasonably practicable thereafter, shall issue to the holders of such ordinary shares without charge certificates for the ordinary shares and deferred shares (if any). In the meantime, transfers of ordinary shares shall be certified against the register.
• $(G)$ Except for the purposes of article $6(A)(i)$ , where the Conversion Number is a fraction, the Conversion Number shall be rounded up to the nearest whole number provided that where a holder of 2012 Incentive Shares converts more than one 2012 Incentive Share at the same time, then for the purposes of determining the number of ordinary shares to which a holder is entitled and whether (and if so what) fraction of an ordinary share arises, the number of ordinary shares arising on the conversion of 2012 Incentive Shares by any one holder shall first be aggregated.
• Where a block admission arrangement is in place with a relevant investment exchange, the $(H)$ Company will use its best endeavours to procure that the aggregate Conversion Number of ordinary shares shall, upon conversion, be admitted to the relevant investment exchange. Where a block admission arrangement is not in place or is insufficient to deal with the aggregate Conversion Number, the Company will apply for admission to the relevant investment exchange for that number of ordinary shares for which there are insufficient ordinary shares available under a block admission arrangement to satisfy the aggregate Conversion Number. The Company shall prepare and use its best endeavours to issue any listing particulars and other documents that may be required to be issued in respect of any ordinary shares arising on conversion pursuant to the rules of any relevant investment exchange.

• $(1)$ The board may in its absolute discretion from time to time decide the manner in which 2012 Incentive Shares are to be converted, subject to the provisions of the articles and the Act, and for the avoidance of doubt may decide to effect conversion of 2012 Incentive Shares partly in one manner and partly in another.

• $(\mathsf{U})$ Without prejudice to article 6(I), the board may, pursuant to the authority given by the adoption of these articles and without the requirement for any further resolution of the Company or of the holders of any class of shares, elect to effect conversion, in whole or in part, by sub-division, in which case each 2012 Incentive Share to be converted shall, pursuant to the authority granted by the adoption of this article, be sub-divided and redesignated into:

• $(i)$ such number of ordinary shares of the same nominal amount as the ordinary shares of the Company at such time as the board determines, equal to (or no greater than) the Conversion Number; and
• $(ii)$ a non-voting deferred share with a nominal value equal to the balance of such share, having the rights set out in article $6(K)$ (a "deferred share" and, together, the "deferred shares").
• $(K)$ The deferred shares shall not confer the right to be paid a dividend or to receive notice of or to attend or vote at a general meeting. On a winding-up, after the distribution of the first £10,000,000,000 of the assets in accordance with article $5(B)$ , the holders of the deferred shares (if any) shall be entitled to receive an amount equal to the nominal value of such deferred shares pro rata to their respective holdings. The deferred shares shall not, save as referred to in this article $6(K)$ , be transferable. Conversion of a 2012 Incentive Share is deemed to confer irrevocable authority on the board at any time to do all or any of the following without obtaining the sanction of the holder of any or all of the deferred shares:
• $(i)$ to appoint a person to execute on behalf of each holder of deferred shares an instrument of transfer for or an agreement to transfer (or both) all or some of the deferred shares, without making a payment to the holder, to such person as the board may decide, as custodian;
• $(ii)$ to purchase all or some of the deferred shares (subject to the provisions of the Act) for a price of 1 pence for all the deferred shares purchased, without obtaining the sanction of the holder;
• $(iii)$ for the purposes of any such purchase, to appoint any person to execute on behalf of the holder of deferred shares a contract for the sale to the Company of any such deferred shares by him or her; and
• to cancel all or any of the same so purchased in accordance with the Act. $(iv)$

Pending the transfer or purchase the Company may retain the certificates for the deferred shares.

$(L)$ Without prejudice to article 6(I), and notwithstanding the provisions of article 129, the board may without the requirement for any further resolution of the Company or of the holders of any class of shares, (I) elect to effect conversion, in whole or in part, by way of the capitalisation of profits or reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution,

(II) appropriate the sum to be capitalised to any one or more holders of 2012 Incentive Shares and whether or not in proportion to the nominal amounts of shares held by them, and apply that sum on such holders' behalf in or towards paying up in full unissued ordinary shares of a nominal amount equal to that sum, and to allot the shares to such holders or as they may direct. Immediately upon such allotment, the 2012 Incentive Shares to be converted at any one time and held by such holder shall, if conversion is effected in whole pursuant to this article 6(L), pursuant to the authority given by the adoption of these articles and without the requirement for any further resolution of the Company, be redesignated as non-voting deferred shares having the rights set out in article 6(K).

• $(M)$ If, prior to the payment of the dividend provided for in articles $6(A)(i)$ and $6(A)(ii)$ , the conversion of the 2012 Incentive Shares into ordinary shares pursuant to article 6(A)(ii) or the purchase or redemption of the 2012 Incentive Shares pursuant to article 6(A)(iii), as the case may be, the Company becomes aware that, as a result of an offer made to all holders of ordinary shares (or all holders of ordinary shares other than the offeror and any associates of the offeror, as defined in section 988 of the Act) to acquire all or some of the ordinary shares (including any such offer implemented by way of a court approved scheme of arrangement under Part 26 of the Act) the right to cast more than 50 per cent. of the votes that may ordinarily be cast on a poll at a general meeting has or will become vested in the offeror and those associates, the Company shall give notice to all holders of 2012 Incentive Shares forthwith upon it becoming so aware. Subject to article 8(C), the 2012 Incentive Shares shall convert on the third day following the date of the notice in accordance with this article 6 except that for such purposes the "trigger date" shall be the date of, but immediately prior to, the change of control of the Company (the "Change of Control") and "SP" shall be the offer price as calculated on the date of the Change of Control. In the event that part or all of the offer price is not in cash, the remuneration committee shall determine the value of the non-cash element, having been advised by an investment bank of repute that such valuation is fair and reasonable. For the avoidance of doubt, any offer so made (including any offer implemented by way of a court approved scheme of arrangement under Part 26 of the Act) which results in the Company being controlled by a new company ("New Company") in which at least 90 per cent. of the shares in the New Company are held by substantially the same persons who immediately before the offer was made were shareholders in the Company shall not constitute a Change of Control of the Company and no "trigger date" shall be deemed to have occurred provided that the 2012 Incentive Shares have been exchanged or are exchangeable for new incentive shares in the New Company on substantially the same terms as the 2012 Incentive Shares.
• $(N)$ If, prior to the payment of the dividend provided for in articles $6(A)(i)$ and $6(A)(ii)$ , the conversion of the 2012 Incentive Shares into ordinary shares pursuant to article $6(A)(ii)$ or the purchase or redemption of the 2012 Incentive Shares pursuant to article 6(A)(iii), as the case may be, either (I) a resolution for voluntary winding-up of the Company is passed or (II) a winding-up order is made by the court in relation to the Company, subject to article 8(C), the 2012 Incentive Shares shall be treated as if they had converted in accordance with this article 6 on the date of, and with effect immediately prior to, the resolution for the voluntary winding-up of the Company being passed or the date of the

winding-up order being made, as the case may be (in either case, the "operative date") except that for such purposes the "trigger date" shall be the operative date. In that event, the holder thereof shall be entitled to be paid, in satisfaction of the amount due in respect of his 2012 Incentive Shares, a sum equal to the amount to which he would have been entitled on a return of capital on a winding-up if he had been the holder of the ordinary shares to which he would have become entitled on such conversion.

• $(O)$ If a doubt or dispute arises concerning the calculation of the Conversion Number or any component part of the formulae for calculating the Conversion Number, the board shall refer the matter to the auditors and their certificate as to such calculation shall be conclusive and binding on all concerned.
• $(P)$ In the event that any provision (or combination of provisions) in this article 6 or any future change to the capital structure of the Company produces, or is likely to produce, a Conversion Number which appears to the remuneration committee to be an anomalous result or there shall be quantified material information known to the remuneration committee in relation to the current financial position of the Company that is not in the public domain that would, in the reasonable opinion of the remuneration committee, produce an anomalous result if such information were in the public domain, the remuneration committee may make such adjustments to the method of calculating the Conversion Number as it considers appropriate to ensure that conversion is fair and reasonable, and as an investment bank of repute shall have confirmed in writing to be fair and reasonable so far as the ordinary shareholders are concerned.

7. Permitted Transfer of 2012 Incentive Shares

• $(A)$ Subject to article 7(B), the holders of the 2012 Incentive Shares may not transfer, charge, encumber, grant any option over or otherwise dispose of any 2012 Incentive Share or any interest therein.
• $(B)$ A holder of a 2012 Incentive Share may at any time transfer a 2012 Incentive Share:
• $(i)$ with the prior written consent of the board (and where such consent is given in relation to a transfer to the trustees of a trust of which the only beneficiaries (and the only people capable of being beneficiaries) are the holder of the 2012 Incentive Shares who established the trust and who is transferring the relevant shares; and/or his spouse; and/or his lineal descendants by blood or adoption, such transferees being "permitted transferees"); or
• $(iii)$ when required by articles 7(C) or 8(B).
• $(C)$ If a transferee of any shares under article $7(B)$ shall at any time cease to be a permitted transferee in relation to the original holder of the relevant 2012 Incentive Shares (the "relevant shares"), it shall be the duty of the trustees and/or the person holding the relevant shares to notify the board in writing that such event has occurred and the trustees and/or the person shall be bound to execute a stock transfer form and to do such other things as may be necessary to transfer the relevant shares at the price per share (if any) for

which they were acquired, to the original holder (who shall be bound to acquire the relevant shares) and, if they or he fails to do so, the directors may authorise any director to execute any stock transfer form and to do such other things as may be necessary or desirable to transfer the relevant shares on behalf of the trustees and/or the person holding the relevant shares pursuant to this article 7(C).

$(D)$ The board may require from any person lodging a share transfer such information and evidence as the board thinks fit regarding any matter which they may reasonably deem relevant for the purposes of article 7(B) and may refuse to register the relevant transfer until they have received information and evidence satisfactory to them.

8. Compulsory transfer or conversion

If the holder of any 2012 Incentive Shares or the original holder of any 2012 Incentive Shares transferred pursuant to article 7, if an employee of the Company or any of its subsidiary undertakings, ceases to be an employee, if a director of the Company, ceases to be a director, and if an employee and director, ceases to be both, in each case other than by reason of death, permanent ill health, permanent disability, his resignation in connection with a Change of Control, or the termination of his employment or directorship by the Company without cause, he shall be deemed to be a "bad leaver".

If the holder of any 2012 Incentive Shares or the original holder of any 2012 Incentive Shares transferred pursuant to article 7, if an employee of the Company or any of its subsidiary undertakings, ceases to be an employee, if a director of the Company, ceases to be a director, and if an employee and director, ceases to be both, and such person is not a bad leaver, he shall be deemed to be a "good leaver".

• $(A)$ Unless the remuneration committee shall in its absolute discretion determine otherwise, if the holder of any 2012 Incentive Shares or the original holder of any 2012 Incentive Shares transferred pursuant to article 7 becomes a bad leaver then the provisions of articles 8(A) to 8(C) shall apply in respect of:
• $(i)$ the bad leaver; and
• $(ii)$ any permitted transferee of such bad leaver and any subsequent transferee of such shares

(together the "compulsory transferors").

Each 2012 Incentive Share held by the compulsory transferors shall within the period of 20 $(B)$ business days following the bad leaver ceasing to be an employee or director, be transferred to the trustees of an employee share ownership plan trust, or such person as the board may direct, at a price per share equal to the lower of the nominal value per 2012 Incentive Share and the closing middle market quotation of an ordinary share in the capital of the Company as derived from the Daily Official List on the business day prior to the transfer, and the compulsory transferors shall be bound to execute a stock transfer form and to do such other things as may be necessary to transfer the relevant shares and if they fail to do so, the

directors may authorise any director to execute any stock transfer form and to do such other things as may be necessary or desirable to transfer the relevant shares on behalf of the compulsory transferors.

• $(C)$ Following a cessation of employment or directorship causing this article 8 to apply to particular 2012 Incentive Shares, those 2012 Incentive Shares may not be transferred pursuant to article $7(B)(i)$ . In the event of a Change of Control between the date of cessation of employment or directorship and the relevant transfer date in article 8(B), those 2012 Incentive Shares shall convert in accordance with article 6(M) except that each such 2012 Incentive Share shall convert into one fully paid ordinary share and one fully paid deferred share with a nominal value equal to the balance of the nominal value of the 2012 Incentive Share (the "bad leaver conversion rate"). In the event of either (I) a resolution for a voluntary winding-up of the Company being passed or (II) a winding-up order being made by the court in relation to the Company, in either case between the date of cessation of employment or directorship and the relevant transfer date in article 8(B), those 2012 Incentive Shares shall convert in accordance with article 6(N) except that each such 2012 Incentive Share will convert in accordance with the bad leaver conversion rate.
• $(D)$ Save in circumstances where a holder of 2012 Incentive Shares becomes a good leaver as a result of his resignation in connection with a Change of Control, the remuneration committee may, in its absolute discretion, require that a good leaver and any person to whom such good leaver has transferred 2012 Incentive Shares pursuant to article 7 and any subsequent transferee of such shares shall be deemed to be a compulsory transferor and that the provisions of article 8(B) shall apply to such good leaver or transferee as the case may be, in respect of some or all of the Unvested Portion of the 2012 Incentive Shares held by such good leaver, as they apply to a bad leaver.

Any determination by the remuneration committee in accordance with article 8(D) shall be notified to such good leaver within three months of such person becoming a good leaver.

For the purposes of this article $8(D)$ , "Unvested Portion" shall mean the product of (i) the number of full calendar months remaining from the date on which a holder of 2012 Incentive Shares becomes a good leaver up to 31 May 2017 divided by 62 if Resolution 1 proposed at the general meeting of the Company on 11 April 2012 is passed, or 60 if such resolution is not passed and (ii) the total number of 2012 Incentive Shares held by such good leaver; rounded up to the nearest whole number of 2012 Incentive Shares; save that, in the case of a good leaver who becomes entitled to become a holder of 2012 Incentive Shares more than six weeks after this article 8 takes effect the Unvested Portion shall be the total number of 2012 Incentive Shares held by such good leaver.

9. Restrictions

If 2012 Incentive Shares remain capable of being converted into ordinary shares, the Company shall not, except with the consent in writing of the holders of at least three-fourths of the nominal amount of the 2012 Incentive Shares then in issue or with the sanction of a special resolution passed at a separate meeting of the holders of the 2012 Incentive Shares

then in issue validly held in accordance with the provisions of these articles (I) create, allot or issue any further 2012 Incentive Shares in the capital of the Company; or (II) pass a resolution varying any of the special rights attached to the 2012 Incentive Shares.

Resolution 3

THAT, subject to and conditional on the passing of Resolution 2:

• the Directors be and are generally authorised in accordance with section 551 of the $(a)$ Act to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £50,000, provided that the authority hereby conferred is limited to the allotment of or grant of rights to subscribe for, or convert into, 2012 Incentive Shares and shall expire at the conclusion of the annual general meeting of the Company to be held in 2013 or the date that is 15 months from the date of the passing of this resolution, whichever is the earlier but the Company may before such expiry make an offer or agreement which would or might require 2012 Incentive Shares to be allotted or rights to subscribe for, or convert into, 2012 Incentive Shares to be granted after expiry of this authority and the Directors may allot, or grant rights to subscribe for, or convert into 2012 Incentive Shares in pursuance of that offer or agreement as if the authority conferred by this resolution had not expired;
• $(b)$ the Directors be empowered pursuant to section 571 of the Act to allot equity securities for cash pursuant to the authority conferred by paragraph (a) of Resolution 3 as if section 561(1) of the Act did not apply to the allotment, provided that the authority hereby conferred:
• shall expire at the conclusion of the annual general meeting of the Company $(i)$ to be held in 2013 or the date that is 15 months from the date of the passing of this resolution, whichever is the earlier; and
• is limited to allotments of equity securities in connection with the 2012 $(ii)$ Incentive Shares up to an aggregate nominal amount of £50,000.

Chairman