Mitie Group PLC

Registration Form • Jun 20, 2025

Articles of Association

Public company limited by shares

MITIE Group PLC

Company number:	SC 19230
Date of incorporation:	16 July 1936

As adopted by a special resolution of the Company dated 27 July 2021[●] 2025

[Different first page setting changed from off in original to on in modified.].

Contents

A.	Preliminary	1
1.	Model Articles (and any other prescribed regulations) not to apply1
2.	Interpretation	1
3.	Constitutional matters	9
B.	Share capital	910
4.	Company share capital	910
5.	Allotment	910
6.	Power to attach rights and issue redeemable shares	10
7.	Commission and brokerage	1011
8.	Trusts not to be recognised	11
9.	Fractions	11
10.	Purchase of own shares	12
C.	Variation of class rights	1213
11.	Sanction to variation	1213
12.	Class meetings	13
13.	Deemed variation	14
D.	Share certificates	14
14.	Right to certificates	14
15.	Replacement certificates	15
16.	Uncertificated shares	16
E.	Lien on shares	18
17.	Lien on shares not fully paid	18
18.	Enforcement of lien by sale	18
19.	Application of proceeds of sale	19
F.	Calls on shares	19
20.	Calls	19
21.	Interest on calls	20
22.	Rights of member when call unpaid	20
23.	Sums due on allotment treated as calls	20
24.	Power to differentiate	20
25.	Payment in advance of calls	2021
G.	Forfeiture of shares	21
26.	Notice if call not paid	21
27.	Forfeiture for non-compliance	21
28.	Notice after forfeiture	2122
29.	Forfeiture may be annulled	22
30.	Surrender	22
31.	Disposal of forfeited shares	22
32.	Effect of forfeiture	2223
33.	Extinction of claims	23
34.	Evidence of forfeiture	23
H.	Transfer of shares	2324
35.	Form of transfer	2324
36.	Right to refuse registration	24
37.	No fees on registration	25
I.	Transmission of shares	25
38.	On death	2526
39.	Election of person entitled by transmission	2526

40.	Rights on transmission	26
J.	General Meetings	2627
41.	Annual General Meetings	2627
42.	Convening of General Meeting	27
43.	Postponement or cancellation of General Meetings	2728
44.	Notice of General Meetings	28
45.	Omission to send notice of resolution or meeting	3132
K.	Proceedings at General Meetings	3132
46.	Quorum	32
47.	If quorum not present	32
48.	Security and meeting place arrangements	3233
49.	Chair	3435
50.	Director may attend and speak	3435
51.	Questions at the meeting	35
52.	Power to adjourn	35
53.	Notice of adjourned meeting	3536
54.	Business of adjourned meeting	36
L.	Voting	36
55.	Method of voting	36
56.	Chair's declaration conclusive on show of hands	37
57.	Objection to error in voting	37
58.	Amendment to resolutions	3738
59.	Procedure on a poll	38
60.	Votes of members	3940
61.	No casting vote	40
62.	Restriction on voting rights for unpaid calls etc.	40
63.	Voting by proxy	4041
64.	Form of proxy	41
65.	Deposit of proxy	42
66.	Electronic Address – proxies	43
67.	More than one proxy may be appointed	43
68.	Board may supply proxy cards	43
69.	Revocation of proxy	44
70.	Corporate representative	44
71.	Failure to disclose interests in shares	45
M.	Untraced members	48
72.	Power of sale	48
73.	Application of proceeds of sale	49
N.	Appointment, retirement and removal of Directors	50
7473.	Number of Directors	50
7574.	Power of Company to appoint Directors	50
7675.	Power of Board to appoint Directors	50
7776.	Eligibility of new Directors	50
7877.	Share qualification	5150
7978.	Resolution for appointment	51
8079.	No retirement on account of age	51
8180.	Retirement by rotation	51
8281.	Removal by ordinary resolution	52
8382.	Vacation of office by Director	53
8483.	Resolution as to vacancy conclusive	54

O.	Alternate Directors	54
8584.	Appointments	54
8685.	Participation in Board meetings	55
8786.	Alternate Director responsible for own acts	55
8887.	Interests of alternate Director	56
8988.	Revocation of appointment	56
P.	Directors' remuneration, expenses and pensions	56
9089.	Directors' fees	56
9190.	Expenses	57
9291.	Additional remuneration	57
9392.	Remuneration of executive Directors	57
9493.	Pensions and other benefits	57
Q.	Powers and duties of the Board	58
9594.	Powers of the Board	58
9695.	Powers of Directors being less than minimum number	58
9796.	Powers of executive Directors	59
9897.	Delegation to committees	59
9998.	Local management	60
10099.	Power of attorney	60
101100.	Associate Directors	6160
102101.	Exercise of voting power	61
103102.	Provision for employees	61
104103.	Overseas registers	61
105104.	Borrowing powers	6261
R.	Proceedings of Directors and Committees	67
106105.	Board meetings	67
107106.	Notice of board meetings	67
108107.	Quorum	67
109108.	Chair of Board and other offices	68
110109.	Voting	69
111110.	Participation by telephone and electronic mail	69
112111.	Resolution in writing	7069
113112.	Minutes of proceedings	70
114113.	Validity of proceedings	7170
S.	Directors' interests	71
115114.	Board authorisation of conflicts of interest	71
116115.	Director may have interests	73
117116.	Disclosure of interests to Board	74
118117.	Interested Director not to vote or count for quorum	76
119118.	Director's interest in own appointment	77
120119.	Chair's ruling conclusive on Director's interest	7877
121120.	Directors' resolution conclusive on Chair's interest	78
122121.	Alternate Directors	78
123122.	Exercise by Company of voting powers	7978
T.	The Seal	7978
124123.	Application of Seal	79
125124.	Deed without sealing	79
126125.	Official seal for use abroad	80
U.	Secretary	80
127126.	The Secretary	80

V.	Dividends and other payments	81
128127.	Declaration of dividends	81
129128.	Interim dividends	81
130129.	Entitlement to dividends	81
131130.	Calls or debts may be deducted from dividends	82
132131.	Distribution in specie	82
133132.	Dividends not to bear interest	8382
134133.	Method of payment	83
135134.	Uncashed dividends	8485
136135.	Unclaimed dividends	85
137136.	Waiver of dividends	8586
138137.	Payment of scrip dividends	8587
139138.	Reserves	8990
140139.	Capitalisation of reserves	8990
141140.	Record dates	9193
W.	Accounts	9293
142141.	Accounting records	9293
143142.	Inspection of records	9293
144143.	Accounts to be sent to members	9293
145.	Summary financial statements	93
144.	Strategic report and supplementary material	94
X.	Destruction and authentication of documents	9394
146145.	Destruction of documents	9394
147146.	Authentication of documents	9596
Y.	Communications	9596
148147.	Method of communications	9596
149148.	Communications by members to the Company	9597
150149.	Communication by the Company to members	9697
151150.	Death, bankruptcy or mental disorder	100101
152151.	Evidence of service	100101
153152.	Notice binding on transferees	102103
154153.	Notice by advertisement	102103
155154.	Suspension of postal services	102103
156155.	Validation of documents in electronic form	103104
157156.	Savings	103104
Z.	Winding up	103104
158157.	Division of assets	103104
159158.	Transfer or sale under section 110 of the Insolvency Act 1986103105
AA.	Indemnity, funds and insurance	104105
160159.	Indemnity	104105
161160. 162161.	Provision of funds Power to insure	105106 105107

Company no. SC 19230

The Companies Acts 1985 to 2006

Public company limited by shares

Articles of Association

of

MITIE Group PLC

(as adopted by special resolution passed on 27 July 2021[●] 2025)

A. Preliminary

1. Model Articles (and any other prescribed regulations) not to apply

Notwithstanding any other provision of these Articles (as defined below), no regulations for management of a company set out in any statute concerning companies or contained in any regulations, order, instrument or other subordinate legislation made pursuant to a statute (including, but not limited to, the regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (SI 1985/805) (as amended from time to time) and the regulations contained in the model articles of association for public companies contained in Schedule 3 to The Companies (Model Articles) Regulations 2008 (SI 2008/3229) (as amended from time to time))shall apply to the Company (as defined below). The following shall be the articles of association of the Company.

2. Interpretation

2.1 Definitions

In these Articles, unless the context otherwise requires, the following definitions shall apply:

"2006 Act"	the Companies Act 2006;
"Annual General Meeting"	means a General Meeting held as the Company's annual general meeting in accordance with Section 336 of the Companies Act 2006;
"approved transfer"	in relation to any shares held by a member:
	(a) a transfer by way of or pursuant to acceptance of a takeover offer for the Company (as defined for the purposes of Part 28, 2006 Act); or
	(b) a transfer in consequence of a sale made through a Recognised Investment Exchange or another stock

exchange outside the United Kingdom on which shares in the capital of the Company are normally traded; or

• (c) a transfer which is shown to the satisfaction of the Board to be made in consequence of a bona fide sale of the whole of the beneficial interest in the shares to a person who is unconnected with any member and with any other person appearing to be interested in the shares made through the London Stock Exchange. For the purpose of this sub-paragraph a connected person shall have the meaning set out in sections 252 to 255 (inclusive) and Schedule 1, 2006 Act;
• these Articles of Association as altered or varied from time to time (and "Article" means any provision of these Articles as altered or varied from time to time); "these Articles"

"Chair"

"Board"

• "Auditors" the auditors for the time being of the Company or, in the case of joint auditors, any of them;
  • the board of Directors for the time being of the Company or the Directors present at a duly convened meeting of Directors at which a quorum is present;
• "certificated" in relation to a share, a share which is recorded in the Register as being held in certificated form;
  • the chair (if any) of the Board or, where the context requires, the chair of a General Meeting of the Company;
• "clear days" (in relation to a period of notice of a meeting or the period before a meeting by which a request must be received or sum deposited or tendered) the period of the specified length, excluding the day when the notice is served, the request received or the sum deposited or tendered (or deemed to be served, received, deposited or tendered) and the day of the meeting, and, unless expressly provided to the contrary in these Articles, for the purposes of calculating a period of clear days, account shall be taken of all days

	regardless of whether or not they are working days;
"Communication"	includes a communication comprising sounds or images or both and a communication effecting a payment;
"combined physical and electronic General Meeting"	means a General Meeting convened and held in accordance with these Articles and which persons may attend either at a physical place of meeting or via an electronic platform;
"Companies Acts"	means the Companies Acts as defined in section 2, 2006 Act, insofar as they apply to the Company;
"Company"	MITIE Group PLC;
"Conflicted Director"	means, in respect of a Relevant Situation, a Director who has made a submission for authorisation in respect of that Relevant Situation;
"the default shares"	as defined in Article 71.171.1 (Disenfranchisement notice);
"Deputy Chair"	the deputy chair (if any) of the Board or, where the context requires, the deputy chair of a General Meeting of the Company;
"Director"	a director for the time being of the Company;
"disenfranchisement notice"	as defined in Article 71.1 71.1 (Disenfranchisement notice);
"dividend"	a distribution or a bonus payable to the holders of such shares in the capital of the Company as are entitled to receive the same;
"documents or information sent or supplied in electronic form"	a document or information sent or supplied in electronic form:
	(a) by electronic means as defined in section 1168(4), 2006 Act (for example, by e-mail or fax); or
	(b) by any other means while in an electronic form (for example, sending a disk by post),

	and "electronic form" shall be construed accordingly;
"electronic address"	means any address or number used for the purposes of sending or receiving documents or information by electronic means;
" electronic means"	the meaning set out in section 1168, 2006 Act;
"electronic form"	the meaning set out in section 1168, 2006 Act;
"electronic platform"	means any form of electronic platform or facility and includes, without limitation, website addresses, application technology and conference call systems;
"execution"	any mode of execution (and "executed" shall be construed accordingly);
"financial institution"	the meaning set out in section 778(2), 2006 Act;
"General Meeting"	means any general meeting of the Company, including any general meeting held as the Company's Annual General Meeting and whether held as a physical General Meeting or a combined physical and electronic General Meeting;
"Group"	the Company and its subsidiary undertakings from time to time, and "Group Company" means any company in the Group;
"hard copy form"	the meaning set out in section 1168(2), 2006 Act;
"holder"	(in relation to any share) the member whose name is entered in the Register as the holder or, where the context permits, the members whose names are entered in the Register as the joint holders of that share;
"Independent Director"	means the Directors, other than the Conflicted Director and any other Director(s) interested in the Relevant Situation;
"the London Stock Exchange"	London Stock Exchange plc or the principal stock exchange in the United Kingdom for the time being;

"Legislation"	means the Companies Acts, the Uncertificated Regulations and every other enactment for the time being in force concerning companies and affecting the Company;
"member"	a member of the Company or, where the context requires, a member of the Board or of any committee;
"Office"	the registered office for the time being of the Company, or in the case of sending or supplying documents or information by electronic means, the address specified by the Board for the purpose of receiving documents or information by electronic means;
"Operator"	the operator as defined in the Uncertificated Regulations of the relevant Uncertificated System;
"Ordinary Shares"	ordinary shares of 2.5 pence each in the capital of the Company;
"paid up"	paid up or credited as paid up;
"Participating Security"	a share or class of shares or a renounceable right of allotment of a share, title to which is permitted to be transferred by means of an Uncertificated System in accordance with the Uncertificated Regulations;
"person entitled by transmission"	a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the Register;
"physical General Meeting"	means any General Meeting which persons may attend only at a physical place of meeting;
"prescribed period"	in a case where the default shares represent at least 0.25 per cent in nominal value of their class, 14 days and in any other case, 28 days;
"present"	means, for the purposes of a physical General Meeting, present at a physical place of meeting, or, for the purposes of a combined physical and electronic General

	Meeting, either present at a physical place of meeting or present by attending via an electronic platform;
"Principal Place"	as defined in Article 48.348.3 (Attendance and participation by electronic means);
"Recognised Investment Exchange"	the meaning in section 285 of the Financial Services and Markets Act 2000;
"the record date"	as defined in Article 141141 (Record dates);
"Register"	the register kept pursuant to section 113, 2006 Act or, as the case may be, any overseas branch register kept pursuant to Article 104103 (Overseas registers);
"Relevant Situation"	means a situation in which a Director has, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company (including, without limitation, in relation to the exploitation of any property, information, or opportunity, whether or not the Company could take advantage of it);
"Remuneration Committee"	means the committee set up in accordance with section B.1 of the UK Corporate Governance Code;
"Seal"	any common seal of the Company, or, where the context allows, any official seal kept by the Company pursuant to section 50, 2006 Act;
"Section 793 notice"	a notice issued pursuant to section 793, 2006 Act;
"Secretary"	the secretary for the time being of the Company or any other person appointed to perform any of the duties of the secretary of the Company including (subject to the provisions of the Companies Acts) a joint, temporary, assistant or deputy secretary;
"share"	a share in the capital of the Company;
"UK Corporate Governance Code"	the UK code on corporate governance published from time to time by the Financial Reporting Council;

"uncertificated"	in relation to a share, a share to which title is recorded in the Register as being held in uncertificated form and title to which may be transferred by means of an Uncertificated System in accordance with the Uncertificated Regulations;
"Uncertificated Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended and for the time being in force;
"Uncertificated System"	a relevant system as defined in the Uncertificated Regulations;
"United Kingdom"	Great Britain and Northern Ireland;
"a withdrawal notice"	as defined in Article 71.271.2 (Withdrawal notice);
"working day"	a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in the part of the United Kingdom where the Company is registered; and
"writing or written"	printing, typewriting, lithography, photography and any other mode or modes of representing or reproducing words in a legible and non-transitory form.

2.2 General interpretation

Unless the context otherwise requires:

• (a) words in the singular include the plural and vice versa;
• (b) words importing the masculine gender include the feminine gender;
• (c) a reference to a person includes a body corporate and an unincorporated body of persons;
• (d) a reference to a notice, document or other item being posted shall include it being sent by post or by courier or by using an equivalent service;
• (e) (d) a reference to an Uncertificated System is a reference to the Uncertificated System in respect of which the particular share or class of shares or renounceable right of allotment of a share is a Participating Security;
• (f) (e) the words "including" and "include" and words of similar effect shall not be deemed to limit the general effect of the words which precede them; and
• (g) (f) any reference to issued shares of any class (whether of the Company or of any other company) shall not include any shares of that class held as treasury shares except where the contrary is expressly provided.

2.3 The Companies Acts and the Uncertificated Regulations

Save as otherwise provided in Article 2.12.1, and unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Companies Acts or the Uncertificated Regulations.

2.4 Statutory provisions

A reference to any statute or provision of a statute shall include any orders, regulations or other subordinate legislation made under it and shall, unless the context otherwise requires, include any statutory modification, re-enactment or re-statement of it for the time being in force.

2.5 Resolutions

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

2.6 Headings

The headings are inserted for convenience only and shall not affect the construction of these Articles.

2.7 Documents or information being sent or supplied by or to a company

References in these Articles to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with the provisions of section 1148(3), 2006 Act.

3. Constitutional matters

3.1 Public company

The Company is a public company.

3.2 Liability of members

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

3.3 Domicile and office

The Office of the Company shall be situated in Scotland.

B. Share capital

4. Company share capital

The share capital of the Company at the date of the adoption of these Articles is comprised of Ordinary Shares.

5. Allotment

Subject to the provisions of the Companies Acts and to any relevant authority of the Company in General Meeting required by the Companies Acts, any shares hereafter created shall be at the disposal of the Board which may allot, grant options over, offer or otherwise deal with or dispose of shares, or rights to subscribe for or convert any security into shares, to such persons (including the Directors themselves), at such times and generally on such terms and conditions as the Board may decide, provided that no share shall be issued at a discount.

6. Power to attach rights and issue redeemable shares

6.1 Rights attaching to shares

Subject to the provisions of the Companies Acts and to any special rights for the time being attached to any existing shares, any shares may be allotted or issued with or have attached to them such preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, transfer, return of capital or otherwise as the Company may from time to time by ordinary resolution determine or, if the Company has not so determined, as the Board may determine.

6.2 Rights determined by Company

In the event that rights and restrictions attaching to shares are determined by the authority of the Company in General Meeting pursuant to Article 6.16.1, those rights and restrictions shall apply, in particular in place of any rights or restrictions that would otherwise apply by virtue of the 2006 Act in the absence of any provisions in the articles of a company, as if those rights and restrictions were set out in the Articles.

6.3 Power to issue redeemable shares

Subject to the provisions of the Companies Acts and to any special rights for the time being attached to any existing shares, any share may be issued which is or at the option of the Company or of the holder of such share.

6.4 Terms, conditions and manner of redemption

Subject to the provisions of the 2006 Act and save as otherwise provided in these Articles, the Directors may determine the terms, conditions and manner of redemption of any redeemable shares provided they must do so before the shares are allotted.

7. Commission and brokerage

The Company may exercise the powers conferred by the Legislation to pay commissions or brokerage to any person in consideration of their subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company to the full extent permitted by the Legislation. Subject to the provisions of the Companies Acts, any such commission or brokerage may be satisfied by the payment of cash, the allotment of fully or partly paid shares, the grant of an option to call for an allotment of shares or any combination of such methods.

8. Trusts not to be recognised

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

9. Fractions

9.1 Power to deal with fractional entitlements

Whenever as the result of any consolidation, division or sub-division of shares any member would become entitled to fractions of a share, the Board may deal with the fractions as it thinks fit and in particular (but without prejudice to the generality of the foregoing):

• (a) the Board may determine which of the shares of such holder are to be treated as giving rise to such fractional entitlement and may decide that any of those shares shall be consolidated with any of the shares of any other holder or holders which are similarly determined by it to be treated as giving rise to a fractional entitlement for such other holder or holders into a single consolidated share and the Board may on behalf of all such holders, sell such consolidated share for the best price reasonably obtained to any person (including the Company) and distribute the net proceeds of sale after deduction of the expenses of sale in due proportion among those holders (except that any amount otherwise due to a holder, being less than £5 or such other sum as the Board may from time to time determine may be retained for the benefit of the Company); or
• (b) the Board may issue to such holder, credited as fully paid, by way of capitalisation the minimum number of shares required to round up their holding to an exact multiple of the number of shares to be consolidated into a single share (such issue being deemed to have been effected prior to consolidation), and the

amount required to pay up such shares shall be appropriated at the Board's discretion from any of the sums standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve) or to the credit of profit and loss account and capitalised by applying the same in paying up the share.

9.2 Sale of fractions

For the purposes of any sale of consolidated shares pursuant to Article 9.19.1 (Power to deal with fractional entitlements), the Board may in the case of certificated shares authorise some person to execute an instrument of transfer of the shares to or in accordance with the directions of the purchaser or in the case of uncertificated shares exercise any power conferred on it by Article 16.516.5 (Forfeiture and sale), and the transferee shall not be bound to see to the application of the purchase money in respect of any such sale, nor shall their title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale or transfer and any instrument or exercise shall be effective as if it had been executed or exercised by the holder of the fractional entitlement to which it relates.

10. Purchase of own shares

10.1 Power to enter into share buyback agreements

Subject to any rights for the time being attached to any shares, the Company may enter into any contract for the purchase of any of its own shares of any class (including any redeemable shares) and any contract under which it may, subject to any conditions, become entitled or obliged to purchase all or any of such shares. Any shares to be so purchased may be selected in any manner whatsoever provided that if at the relevant date proposed for approval of the proposed purchase there shall be in issue any shares of a class entitling the holders to convert into equity share capital of the Company then no such purchase shall take place unless it has been sanctioned by a special resolution passed at a separate General Meeting (or meetings if there is more than one class) of the holders of such class of convertible shares or by a written resolution thereof.

10.2 Class rights

Notwithstanding anything to the contrary contained in these Articles, the rights attached to any class of shares shall be deemed not to be varied by anything done by the Company or the Directors pursuant to this Article 1010.

C. Variation of class rights

11. Sanction to variation

Subject to the provisions of the Companies Acts, if at any time the share capital of the Company is divided into shares of different classes any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in liquidation) may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the class or with the sanction of a special resolution passed at a separate General Meeting of the holders of shares of the class duly convened and held as provided in these Articles (but not otherwise). The foregoing provisions of this Article 1111 shall apply also to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the separate rights of which are to be varied. Subject to the terms of issue or the rights attached to any shares the rights or privileges attached to any class of shares shall be deemed not to be varied or abrogated by the Board resolving that a class of shares is to become or to cease to be a Participating Security.

12. Class meetings

Subject to the Legislation, all the provisions in these Articles as to General Meetings shall mutatis mutandis apply to every meeting of the holders of any class of shares, save that in the case of a meeting held in connection with the variation or abrogation of the rights attached to the shares of the class:

• (a) subject to paragraph (d) of this Article 1212, the quorum at every such meeting shall be not less than two persons present holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question;
• (b) every holder of shares of the class in question present in person or by proxy may demand a poll;
• (c) each such holder shall on a poll be entitled to one vote for every share of the class held by such holder;
• (d) if at any adjourned meeting of such holders, such quorum as aforesaid is not present, not less than one person holding shares of the class who is present in person or by proxy shall be a quorum;
• (e) where a person is present by proxy or proxies, they are treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights; and
• (f) if a meeting is adjourned for any reason, including lack of quorum, the adjourned meeting may be held less than ten clear days after the original meeting notwithstanding Article 4747.

13. Deemed variation

Subject to the terms on which any shares may be issued, the rights or privileges attached to any class of shares shall be deemed to be varied or abrogated by the reduction of the capital paid up on such shares or by the allotment of further shares ranking in priority for the payment of a dividend or in respect of capital or howsoever or which confer on the holders voting rights more favourable than those conferred by such first mentioned shares but shall not be deemed to be varied or abrogated by the creation or issue of any new shares ranking pari passu in all respects (save as to the date from which such new shares shall rank for dividend) with or subsequent to those already issued or by the purchase or redemption by the Company of its own shares in accordance with the provisions of the Legislation and these Articles.

D. Share certificates

14. Right to certificates

14.1 Issue of certificates

On becoming the holder of any certificated share every person (except a financial institution in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) shall be entitled without charge to have issued within two months after allotment or lodgement of a transfer (unless the terms of issue of the shares provide otherwise) one certificate for all the certificated shares of any one class registered in such holder's name and to a separate certificate for each class of certificated shares so registered. Such certificate shall specify the number, class and distinguishing numbers (if any) of the shares in respect of which it is issued and the amount or respective amounts paid up on them and shall be issued either under the Seal (which may be affixed to it or printed on it) or in such other manner having the same effect as if issued under a seal and having regard to the Legislation and the rules and regulations of the Financial Conduct Authority as the Board may approve.

14.2 Distinguishing numbers

If and so long as all the issued shares of the Company or all the issued shares of a particular class are fully paid up and rank pari passu for all purposes, then none of those shares shall bear a distinguishing number. In all other cases each share shall bear a distinguishing number.

14.3 Joint holders

The Company shall not be bound to issue more than one certificate in respect of certificated shares held jointly by 2 or more persons. Delivery of a certificate to the person first named on the register shall be sufficient delivery to all joint holders.

14.4 Balancing certificates

Where a member (other than a financial institution) has transferred part only of the shares comprised in a certificate such member shall (provided such member has first produced their old certificate) be entitled without charge to a certificate for the balance of such certificated shares.

14.5 Restrictions on certificates

No certificate shall be issued representing certificated shares of more than one class.

15. Replacement certificates

15.1 Consolidation of certificates

Any two or more certificates representing shares of any one class held by any member may at such member's request be cancelled and a single new certificate for such shares issued in lieu, subject to the payment of such reasonable fee, if any, as the Board may determine, on surrender of the original certificates for cancellation.

15.2 Splitting share certificates

If any member shall surrender for cancellation a share certificate representing certificated shares held by such member and request the Company to issue in lieu two or more share certificates representing such certificated shares in such proportions as such member may specify, the Board may, if it thinks fit, comply with such request subject to the payment of such fee (if any) as it may determine.

15.3 Renewal or replacement

Share certificates may be renewed or replaced on such terms as to provision of evidence and indemnity (with or without security) and to payment of any exceptional out of pocket expenses (including those incurred by the Company in investigating such evidence and preparing such indemnity and security) as the Board may decide, and on surrender of the original certificate (where it is defaced or worn out) but without any further charge.

15.4 Joint holders

In the case of shares held jointly by several persons, any such request as is mentioned in this Article 1515 (Replacement certificates) may be made by any one of the joint holders.

16. Uncertificated shares

16.1 Participating security

The Board may resolve that a class of shares is to become, or is to cease to be, a Participating Security. Shares of a class shall not be treated as forming a separate class from other shares of the same class as a consequence only of such shares being held in uncertificated form. Any share of a class which is a Participating Security may be changed from an uncertificated share to a certificated share and from a certificated share to an uncertificated share in accordance with the Uncertificated Regulations. For any purpose under these Articles, the Company may treat a member's holding of uncertificated shares and of certificated shares of the same class as if they were separate holdings, unless the Board otherwise decides.

16.2 Application of Articles

These Articles apply to uncertificated shares of a class which is a Participating Security only to the extent that these Articles are consistent with the holding of such shares in uncertificated form, with the transfer of title to such shares by means of the Uncertificated System and with the Uncertificated Regulations.

16.3 Board regulations

The Board may lay down regulations not included in these Articles which:

• (a) apply to the issue, holding or transfer of uncertificated shares (in addition to or in substitution for any provisions in these Articles);
• (b) set out (where appropriate) the procedures for conversion and/or redemption of uncertificated shares; and/or
• (c) the Board considers necessary or appropriate to ensure that these Articles are consistent with the Uncertificated Regulations and/or the Operator's rules and practices.

suchSuch regulations will apply instead of any relevant provisions in these Articles which relate to certificates and the transfer, conversion and redemption of shares or which are not consistent with the Uncertificated Regulations, in all cases to the extent (if any) stated in such regulations. If the Board makes any such regulations, Article 16.216.2 (Application of Articles) will (for the avoidance of doubt) continue to apply to these Articles, when read in conjunction with those regulations.

16.4 Instructions via an Uncertificated System

Any instruction given by means of an Uncertificated System as referred to in these Articles shall be a dematerialised instruction given in accordance with the Uncertificated Regulations, the facilities and requirements of the Uncertificated System and the Operator's rules and practices.

16.5 Forfeiture and sale

Where the Company is entitled under the Companies Acts, the Operator's rules and practices, these Articles or otherwise, to dispose of, forfeit, enforce a lien over or sell or otherwise procure the sale of any shares of a class which is a Participating Security which are held in uncertificated form, the Board may take such steps (subject to the Uncertificated Regulations and to such rules and practices) as may be required or appropriate, by instruction by means of an Uncertificated System or otherwise, to effect such disposal, forfeiture, enforcement or sale including by (without limitation):

• (a) requesting or requiring the deletion of any computer-based entries in the Uncertificated System relating to the holding of such shares in uncertificated form;
• (b) altering such computer-based entries so as to divest the holder of such shares of the power to transfer such shares other than to a person selected or approved by the Company for the purpose of such transfer;
• (c) requiring any holder of such shares, by notice in writing to such holder, to change their holding of such uncertificated shares into certificated form within any specified period;
• (d) requiring any holder of such shares to take such steps as may be necessary to sell or transfer such shares as directed by the Company;
• (e) otherwise rectify or change the Register in respect of any such shares in such manner as the Board considers appropriate (including, without limitation, by entering the name of a transferee into the Register as the next holder of such shares); and/or
• (f) appointing any person to take any steps in the name of any holder of such shares as may be required to change such shares from uncertificated form to certificated form and/or to effect the transfer of such shares (and such steps shall be effective as if they had been taken by such holder).

E. Lien on shares

17. Lien on shares not fully paid

The Company shall have a first and paramount lien on any of its shares which are not fully paid, but only to the extent and in the circumstances permitted by section 670, 2006 Act. The lien shall also extend to all distributions and other moneys from time to time declared or payable in respect of such share. The Board may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article 1717. Unless otherwise determined by the Board, the registration of a transfer of a share shall operate as a waiver of the Company's lien (if any) on that share.

18. Enforcement of lien by sale

18.1 Power of sale

The Company may sell in any manner decided by the Board all or any of the shares subject to any lien at such time or times and in such manner as it may determine, save that no sale shall be made until such time as the moneys in respect of which such lien exists or some part of them are or is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, and until a demand and notice in writing stating the amount due, or specifying the liability or engagement and demanding payment or fulfilment or discharge of them, and giving notice of intention to sell in default, shall have been served on the holder or the persons (if any) entitled by transmission to the shares and default in payment, fulfilment or discharge shall have been made by such holder or them for 14 clear days after service of such notice.

18.2 Title

A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share.

18.3 Perfection of transfer

In order to give effect to any such sale, the Board may in the case of certificated shares authorise some person to execute an instrument of transfer of the shares sold in the name and on behalf of the holder or the persons entitled by transmission in favour of the purchaser or as the purchaser may direct and in the case of uncertificated shares exercise any power conferred on it by Article 16.516.5 (Forfeiture and sale) to effect a transfer of the shares. The purchaser shall not be bound to see to the application of the purchase money in respect of any such sale and the title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale. Any instrument or exercise shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to the shares to which it relates and the remedy of any person aggrieved by the sale shall be in damages only against the Company exclusively.

19. Application of proceeds of sale

The net proceeds of any sale of shares subject to any lien after payment of the costs shall be applied in or towards satisfaction of so much of the amount due to the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged. The balance (if any) shall (in the case of certificated shares) on surrender to the Company for cancellation of the certificate for the shares sold and in all cases subject to a like lien for any moneys not presently payable or any liability not liable to be presently fulfilled or discharged as existed on the shares before the sale be paid to the holder of (or the person (if any) entitled by transmission to) the shares immediately prior to sale.

F. Calls on shares

20. Calls

Subject to the terms of allotment of shares, the Board may from time to time make calls on the members in respect of any moneys unpaid on the shares or any class of shares held by them respectively (whether in

respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue provided that no call on any share shall be payable within one month from the date fixed for the payment of the last preceding call. Each member shall (subject to receiving at least 14 clear days' notice specifying when and where payment is to be made and whether or not by instalments) be liable to pay the amount of every call so made on such member as required by the notice. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed or (as the case may require) any person to whom power has been delegated pursuant to these Articles serves notice of exercise of such power. A call may be required to be paid by instalments and may before receipt by the Company of any sum due under it be either revoked or postponed in whole or part as regards all or any such members as the Board may determine. A person on whom a call is made shall remain liable notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable for the payment of all calls in respect of them.

21. Interest on calls

If the whole of the sum payable in respect of any call is not paid on or before the day appointed for payment, the person from whom it is due and payable shall pay all reasonable costs, charges and expenses that the Company may have incurred by reason of such non-payment together with interest on the unpaid amount from the day appointed for payment thereof to the time of actual payment at the rate fixed by the terms of the allotment of the share or, if no rate is so fixed, at such rate, not exceeding the rate per annum equal to 3% over the base lending rate from time to time of HSBC Bank plc, as the Board shall determine and specify in the notice of the call. The Board may waive payment of such costs, charges, expenses or interest in whole or in part.

22. Rights of member when call unpaid

No member shall be entitled to receive any dividend or to be present and vote at any General Meeting either personally or (save as proxy for another member) by proxy, or be reckoned in a quorum or to exercise any other privilege as a member unless and until they have paid all calls for the time being due and payable on every share held by such member, whether alone or jointly with any other person, together with interest and expenses (if any).

23. Sums due on allotment treated as calls

Any sum payable in respect of a share on allotment or at any fixed date whether in respect of the nominal value of the share or by way of premium or as an instalment of a call shall for all purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which, by the terms of allotment or in the notice of call, it

becomes payable. If it is not paid, the provisions of these Articles shall apply as if such amount had become due and payable by virtue of a call duly made and notified.

24. Power to differentiate

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

25. Payment in advance of calls

The Board may if it thinks fit receive from any member willing to advance it all or any part of the moneys uncalled and unpaid on the shares held by such member. Such payment in advance of calls shall extinguish pro tanto the liability on the shares on which it is made. The Company may pay interest on the money paid in advance or so much of it as exceeds the amount for the time being called up on the shares in respect of which such advance has been made at such rate not exceeding 3% above the base lending rate from time to time of HSBC Bank plc as the Board may decide until and to the extent that it would, but for the advance, become payable. The Board may at any time repay the amount so advanced on giving to such member not less than 14 clear days' notice in writing of its intention in that regard, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. No sum paid in advance of calls shall entitle the holder of a share in respect of them to any portion of a dividend subsequently declared in respect of any period prior to the date upon which such sum would, but for such payment, become payable.

G. Forfeiture of shares

26. Notice if call not paid

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

27. Forfeiture for non-compliance

If the notice referred to in Article 2626 (Notice if call not paid) is not complied with, any share in respect of which it was given may, at any time after the date appointed for payment pursuant to the notice, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared or other moneys payable in respect of the forfeited shares and not paid before the forfeiture, and shall be deemed to occur at the time of the passing of the said resolution of the Board.

28. Notice after forfeiture

When any share has been forfeited notice of the forfeiture shall be served on the person who was before forfeiture the holder of the share or the person entitled to such share by transmission (as the case may be). An entry of such notice having been given and of the forfeiture with the date of it shall forthwith be made in the Register in respect of such share together with a note that dealings are not permitted in the share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry as aforesaid.

29. Forfeiture may be annulled

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

30. Surrender

The Board may accept a surrender of any share liable to be forfeited under these Articles upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it had been forfeited. In such case, references in these Articles to forfeiture shall include surrender.

31. Disposal of forfeited shares

Every share which shall be forfeited shall thereupon become the property of the Company. The Company shall not exercise any voting rights in respect of such a share. Subject to the provisions of the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of either to the person who was before forfeiture its holder or entitled to it or to any other person on such terms and in such manner as the Board shall determine and, in the case of re-allotment, whether with or without all or any part of the amount previously paid up on the share being treated as so paid up. The Board may, for the purposes of the disposal in the case of certificated shares, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register notwithstanding the absence of any share certificate being lodged in respect of it and may issue a new certificate to the transferee in respect of certificated shares transferred to it. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to the share. In the case of uncertificated shares the Board may exercise any power conferred on it by Article 16.516.5 (Forfeiture and sale) to effect a transfer of the shares. The Company may, if the Board considers it just and equitable

to do so, receive the consideration (if any) given for the share on its disposal.

32. Effect of forfeiture

A member whose shares have been forfeited shall cease to be a member in respect of the shares forfeited and shall in the case of a certificated share surrender to the Company for cancellation the certificate for such shares. Such member shall nevertheless be liable (unless payment is waived in whole or in part by the Directors) to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest on them from the date of the forfeiture to the date of payment at the rate at which interest was payable on those amounts before the forfeiture or, if no interest was so payable, at such rate not exceeding 3 per cent above the base lending rate of HSBC Bank plc from time to time as the Board may determine, in the same manner in all respects as if the shares had not been forfeited, and to satisfy all (if any) claims, demands and liabilities which the Company might have enforced in respect of the shares at the time of forfeiture without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on the disposal.

33. Extinction of claims

The forfeiture of a share shall include all dividends and other payments or distributions declared in respect of the forfeited shares and not paid or distributed before forfeiture.

34. Evidence of forfeiture

A statutory declaration by a Director or the Secretary that a share has been forfeited in pursuance of these Articles and stating the date on which it was forfeited shall as against all persons claiming to be entitled to the share adversely to its forfeiture, be conclusive evidence of the facts stated in it. The declaration, together with the receipt of the Company for the consideration (if any) given for the share on its sale or disposition and a certificate for the share under the Seal delivered to the person to whom it is sold or disposed of, shall (subject if necessary to the execution of an instrument of transfer) constitute a good title to the share. Subject to the execution of any necessary transfer in the case of a certificated share, such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition and shall not be bound to see to the application of the purchase money or other consideration (if any) nor shall such holder's title to the share be affected by any act, omission or irregularity relating to or connected with the proceedings in reference to the forfeiture or disposal of the share. Such person shall not (except by express agreement with the Company) become entitled to any dividend which might have accrued on the share before the completion of the sale or disposition thereof.

H. Transfer of shares

35. Form of transfer

Each member may transfer all or any of their shares in the case of certificated shares by instrument of transfer in writing in any usual form or in any form approved by the Board or in the case of uncertificated shares without a written instrument in accordance with the Uncertificated Regulations. Any written instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it.

36. Right to refuse registration

36.1 Registration of certificated share transfer

The Board may in its absolute discretion refuse to register any transfer of a certificated share unless:

• (a) it is in respect of a share which is fully paid up;
• (b) it is in respect of a share on which the Company has no lien;
• (c) it is in respect of only one class of shares;
• (d) it is in favour of a single transferee or not more than four joint transferees;
• (e) it is duly stamped (if so required); and
• (f) it is delivered for registration to the Office, or such other place as the Board may from time to time determine, accompanied (except in the case of a transfer by a financial institution where a certificate has not been issued) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor and the due execution by them of the transfer or if the transfer is executed by some other person on their behalf, the authority of that person to do so

provided that such discretion may not be exercised in such a way as to prevent dealings in such shares from taking place on an open and proper basis.

36.2 Registration of an uncertificated share transfer

The Board shall register a transfer of title to any uncertificated share which is a Participating Security held in uncertificated form in accordance with the Uncertificated Regulations, except that the Board may refuse (subject to any relevant requirements of the London Stock Exchange or the Financial Conduct Authority) to register any such transfer which is in favour of more than 4 persons jointly or in any other circumstance permitted by the Uncertificated Regulations.

36.3 Transfers to minors, bankrupts or mentally disordered persons

No transfer of any share shall be made:

• (a) to a minor; or
• (b) to a bankrupt; or
• (c) to any person who is, or may be, suffering from mental disorder and either:
  • (i) has been admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or any similar statute relating to mental health (whether in the United Kingdom or elsewhere); or
  • (ii) an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for their detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to such person's property or affairs

and the Directors shall refuse to register the purported transfer of a share to any such person.

37. No fees on registration

No fee shall be charged for registration of a transfer or on the registration of any probate, letters of administration, certificate of death or marriage, power of attorney, bankruptcy, notice or other instrument relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.

I. Transmission of shares

38. On death

If a member dies the survivors or survivor where such member was a joint holder and their executors or administrators where such was a sole or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to their shares. Nothing in these Articles shall release the estate of a deceased member from any liability in respect of any share which has been solely or jointly held by such member.

39. Election of person entitled by transmission

Any person entitled to a share by transmission, may, on such evidence as to such person's title being produced as the Board may reasonably require, elect either to become registered as a member or to have some person nominated by them registered as a member. If such person elects to become registered themselves, such person shall give written notice signed by them to the Company to that effect. If such person elects to have some other person registered such person shall, in the case of a certificated share, execute an instrument of transfer of such shares to such person and, in the case of an uncertificated share, either procure that all appropriate instructions are given by means of the Uncertificated System to effect the transfer of such share to such person or change the uncertificated share to certificated form and then execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice, instrument of transfer or instructions (as the case may be) as if it were an instrument of transfer executed or instructions given by the member and such member's death, bankruptcy or other event had not occurred and any notice or transfer were executed by such member. Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Board, the Board shall, within 2 months after proof, cause the entitlement of that person to be noted in the Register. The Company may give notice requiring a person entitled to a share by reason of the foregoing to make the election either to become registered as a member or to have some person nominated by them registered as a member. If such notice is not complied with within one year of being sent, the Company may register the person that has been given notice as the holder of that share.

40. Rights on transmission

Where a person is entitled to a share by transmission, the rights of the holder in relation to such share shall cease. However, the person so entitled may give a good discharge for moneys payable in respect of it and shall have the same rights to which such person would be entitled if they were the holder of the share except that they shall not before such person is registered as the holder of the share be entitled in respect of it to be given notice of or to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares of the Company. The Board may at any time give notice requiring any such person to elect either to be registered themselves or to transfer the share. If the notice is not complied with within 60 days the Board may thereafter withhold payment of all dividends and other moneys payable in respect of such share until the requirements of the notice have been complied with.

J. General Meetings

41. Annual General Meetings

41.1 Board determination of place and time of Annual General Meeting

Annual General Meetings shall be held at such time and place (including electronic platforms) as the Board may determine, including whether an Annual General Meeting is to be held as a physical Annual General Meeting or as a combined physical and electronic Annual General Meeting.

41.2 Circulation of members' matters for Annual General Meeting

Subject to and in accordance with section 340A, 2006 Act (and subject to the provisions of section 340B, 2006 Act), where the Company is required under section 338A, 2006 Act to include a matter in the business to be dealt with at an Annual General Meeting of the Company, the Company shall:

• (a) give notice of such matter to each member of the Company entitled to receive notice of the Annual General Meeting:
  • (i) in the same manner as notice of the meeting; and
  • (ii) at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting; and
• (b) publish such matter on the same website as that on which the Company published the information required pursuant to Article 44.644.6 (Publication of information in advance of General Meeting).

42. Convening of General Meeting

The Board may call General Meetings whenever and at such times and places (including electronic platforms) as it shall determine, including whether a General Meeting is to be held as a physical General Meeting or as a combined physical and electronic General Meeting. A General Meeting shall also be convened by the Board on a member's requisition in accordance with sections 303 and 304, 2006 Act or, in default, may be convened by the members requisitioning such meeting in accordance with section 305, 2006 Act. At any General Meeting convened no business shall be transacted except that proposed by the Board or by the members (as the case may be).

43. Postponement or cancellation of General Meetings

The Directors may resolve to postpone or cancel any General Meeting or move the place or places (including, for a combined physical and electronic General Meeting, the electronic platform) of such meeting before the time at which it is to be held, except where the postponement or cancellation or move would be contrary to the Legislation. The Directors may give notice of a postponement or cancellation or move as they think fit but any failure to give notice of a postponement or cancellation or move does not invalidate the postponement or cancellation or move or any resolution passed at a

postponed or moved meeting. Notice of the business of a postponed or moved meeting does not need to be given again. If a meeting is postponed or moved, the appointment of a proxy for that meeting is valid if it is done in accordance with these Articles and received not less than 48 hours before the commencement of the postponed or moved meeting to which it relates. The Directors may also postpone or cancel or move a postponed or moved meeting under this Article 4343.

44. Notice of General Meetings

44.1 Length of notice

An Annual General Meeting and all other General Meetings of the Company shall be called by at least such minimum period of notice as is prescribed or permitted under the Legislation.

44.2 Form and content of notice

Every notice convening a General Meeting shall specify:

• (a) whether the meeting shall be a physical or combined physical and electronic General Meeting and in the case of:
  • (i) a physical meeting, the place, the date and the time of the meeting; and
  • (ii) a combined physical and electronic meeting, the time, the date and the electronic platform that will be used for the meeting (which may vary from time to time and from meeting to meeting as the Board, with its discretion, sees fit);
• (b) the general nature of the business to be dealt with at the meeting;
• (c) if the meeting is convened to consider a special resolution, the text of the resolution and intention to propose the resolution as a special resolution;
• (d) with reasonable prominence, that a member is entitled to appoint another person (who does not have to be a member) as their proxy to exercise all or any rights of such member to attend, speak and vote at the meeting and that a member may appoint more than one proxy in relation to the meeting (provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such member) and shall also specify any more extensive rights (if any) conferred by these Articles to appoint more than one proxy;
• (e) the statements set out in section 311(3), 2006 Act;
• (f) in the case of notice convening an Annual General Meeting only, the notice shall specify that the meeting will be an Annual General Meeting;
• (g) in the case of notice convening an Annual General Meeting where notice calling such meeting of the Company is given

more than six weeks before the meeting (which period shall be construed in accordance with section 360, 2006 Act), the notice shall include a statement of the right:

• (i) under section 338, 2006 Act to require the Company to give notice of a resolution to be moved at the meeting; and
• (ii) under section 338A, 2006 Act to require the Company to include a matter in the business to be dealt with at the meeting.

44.3 Manner in which notice to be given

Subject to the provisions of these Articles, notice of a General Meeting of the Company may be given:

• (a) in hard copy form;
• (b) in electronic form; or
• (c) by means of a website

or partly by one such means and partly by another and the provisions of Articles 148147 to 157156 (inclusive) (Communications) shall apply accordingly.

44.4 Sending documents relating to meetings in electronic form

Subject to any conditions or limitations specified in the notice, where the Company has given an electronic address in a notice calling a meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address.

44.5 Publication of notice of meeting on website

If (to the extent permitted by these Articles, the Legislation or otherwise) the Company gives notice of a meeting by means of a website, it shall notify each member of the presence of the notice on the website and such notification shall (in addition to any other notification requirements regarding communication by means of a website provided by the Legislation or otherwise):

• (a) state that it concerns a notice of a company meeting;
• (b) specify the place or electronic platform, date and time of the meeting; and
• (c) state whether the meeting will be an Annual General Meeting,

and the notice of the meeting shall be available on the website throughout the period beginning with the date of the notification and ending with the conclusion of the meeting.

44.6 Publication of information in advance of General Meeting

(a) Subject to and in accordance with section 311A, 2006 Act, the Company shall ensure that the following information relating to a General Meeting of the Company is made available on a website:

• (i) the matters set out in the notice of the meeting;
• (ii) the total numbers of:
  • (A) shares in the Company; and
  • (B) shares of each class,

in respect of which members are entitled to exercise voting rights at the meeting (such numbers to be ascertained at the latest practicable time before the first date on which notice of the meeting is given);

• (iii) the totals of the voting rights that members are entitled to exercise at the meeting in respect of the share of each class (such totals to be ascertained at the latest practicable time before the first date on which notice of the meeting is given); and
• (iv) members' statements, members' resolutions and members' matters of business received by the Company after the first date on which notice of the meeting is given.
• (b) The information referred to in paragraphs (a)(i)-(iv) shall be made available on a website that is maintained by or on behalf of the Company and that identifies the Company and shall be made available:
  • (i) in the case of the information required under paragraphs (a)(i)-(iii), on or before the first date on which notice of the meeting is given; and
  • (ii) in the case of the information required under paragraph (a)(iv), as soon as reasonably practicable,

and in each case, shall (save as provided in section 311A(5)) be kept available throughout the period of two years beginning with the date on which it is first made available on a website in accordance with this Article 44.644.6.

• (c) In complying with this Article 44.644.6, the Company shall have regard to the provisions of section 360, 2006 Act.
• (d) Failure to comply with this Article 44.644.6 shall not affect the validity of the meeting or of anything done at the meeting.

44.7 Entitlement to receive notice

Notice shall be given to: (i) the members (other than any members who under the provisions of these Articles, or the provisions of any restrictions imposed on any shares, are not entitled to receive notice from the Company), (ii) the Directors, and (iii) to the Auditors (and if there is more than one Auditor for the time being, to each of them). The Company may determine that only those persons entered on the

Register at the close of business on a day decided by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice. If a member is added to the Register after the day determined by the Company under this Article, this shall not invalidate the service of the notice, nor entitle such member to receive notice of the meeting. For the purposes of determining which persons are entitled to attend or vote at a meeting, and how many votes such persons may cast, the Company must specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. The Directors may at their discretion resolve that, in calculating such period, no account shall be taken of any part of any day that is not a working day (within the meaning of section 1173, 2006 Act).

45. Omission to send notice of resolution or meeting

The accidental failure or the failure due to circumstances beyond the Company's control to give or subsequent late sending of the notice of General Meeting or, in cases where it is intended that it be sent out with the notice, an instrument of proxy, or to give notice of a resolution intended to be moved at a General Meeting to, or the non-receipt of any of them by, any person or persons entitled to receive the same shall not invalidate the proceedings at that meeting and shall be disregarded for the purpose of determining whether the notice of the meeting, instrument of proxy or resolution were duly given.

K. Proceedings at General Meetings

46. Quorum

No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business 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. Subject to the provisions of Article 4747 (If quorum not present), 2 persons entitled to attend and to vote on the business to be transacted, each being a member present in person or a proxy for a member, shall be a quorum.

47. If quorum not present

If within 15 minutes (or such longer interval not exceeding one hour as the Chair in their absolute discretion thinks fit) from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. Subject to the provisions of the Companies Acts, in any other case, the meeting shall stand adjourned to such other day and at such time and place or places (including, for a combined physical and electronic General Meeting, electronic platform) as the Chair (or, in default, the Board) may determine, being not less than 10 clear days nor more than 28 clear days thereafter. If, at such adjourned meeting, a quorum is not present within 15 minutes from the time appointed for holding the meeting, one member present in person or by proxy shall be a quorum. If no such quorum is present or, if during the adjourned meeting a quorum ceases to be present, the adjourned meeting shall be dissolved.

48. Security and meeting place arrangements

48.1 Searches

The Board may direct that members or proxies or duly authorised representatives wishing to attend physically any General Meeting should submit to such searches, other security arrangements or restrictions and/or any health and safety restrictions as the Board shall consider appropriate in the circumstances and shall be entitled in its absolute discretion to refuse entry to such General Meeting to any member or proxy or duly authorised representative who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions.

48.2 Inadequate meeting place or electronic platform

If it appears to the Chair that the meeting place or electronic platform specified in the notice convening the meeting is inadequate to accommodate all members entitled and wishing to attend, the meeting shall nevertheless be duly constituted and its proceedings valid provided that the Chair is satisfied that adequate facilities are available to ensure that any member who is unable to be accommodated is nonetheless able to participate in the business for which the meeting has been convened and to hear and see all persons present who speak (whether by the use of microphones, loud-speakers, audio-visual communications equipment or otherwise), whether in the meeting place, or elsewhere or via an electronic platform, and to be heard and seen by all other persons so present in the same manner.

48.3 Attendance and participation by electronic means

• (a) In the case of any General Meeting, the directors may, notwithstanding the specification in the notice convening the General Meeting of the place at which the Chair of the meeting shall preside (the "Principal Place"), make arrangements for simultaneous attendance and participation by electronic means (including the use of satellite meeting places and a combined physical and electronic General Meeting) allowing persons not present together at the same place to attend, speak and vote at the meeting.
• (b) The Directors shall provide details of the arrangements for any General Meeting that may require simultaneous attendance or participation by electronic means, including the physical place or places of meeting and/or the electronic platforms to be used. The Directors and the Chair of the General Meeting may make any arrangement and impose any requirement or restriction as is necessary and proportionate to ensure the identification of

those taking part in the General Meeting and the security of any electronic communication, provided that such arrangements shall operate so that all members and proxies wishing to attend the General Meeting are able to attend and participate in the General Meeting. All resolutions put to members at a combined physical and electronic General Meeting shall be voted on by a poll in accordance with Article 5959. Persons seeking to attend or participate in a General Meeting via an electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, systems, equipment and connectivity) which are necessary to enable them to attend or participate in such General Meeting. Any failure of such facilities will not affect the validity of such General Meeting or any business conducted at such General Meeting or any action taken pursuant to such General Meeting.

• (c) (i) The members or proxies that are attending and participating via electronic means shall be counted in the quorum for, and be 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 meeting is satisfied that adequate facilities are available throughout the meeting to ensure that the members or proxies attending and participating via electronic means are able to:
  • (A) participate in the business for which the meeting has been convened; and
  • (B) see and hear all persons who speak (whether through the use of microphones, loudspeakers, audiovisual communication equipment or otherwise) in the Principal Place (and any other place at which persons are participating via electronic means).
  • (ii) For the purposes of all other provisions of these Articles (unless the context requires otherwise), the members shall be treated as meeting at the Principal Place.
  • (iii) If it appears to the Chair of the meeting that the facilities at the Principal Place or any place at which persons are participating via electronic means have become inadequate for the purposes set out in sub-paragraphs (A) and (B) above, the Chair of the meeting may, without the consent of the meeting, interrupt or adjourn the General Meeting. All business conducted at the General Meeting up to the point of the adjournment shall be valid. The provisions of these Articles relating to adjournments shall apply to that adjournment.

49. Chair

The Chair of the Board shall preside as Chair at every General Meeting of the Company. If there be no such Chair or if at any meeting they shall not be present within 15 minutes after the time appointed for holding the meeting or shall be unwilling to act as Chair, the deputy Chair (if any) of the Board shall if present and willing to act preside as Chair at such meeting. If no Chair or deputy Chair shall be so present and willing to act, the Directors present shall choose one of their number to act or, if there be only one Director present, they shall be Chair if willing to act. If no Director is willing to act as Chair of the meeting or, if no Director is present within 15 minutes of the time appointed for holding the meeting, a member may be elected to be the Chair of such meeting by ordinary resolution of the Company passed at the meeting.

50. Director may attend and speak

A Director shall, notwithstanding that such Director is not a member, be entitled to attend and speak at any General Meeting and at any separate meeting of the holders of any class of shares of the Company. The Chair may invite any person to attend and speak at any General Meeting of the Company whom the Chair considers to be equipped by knowledge or experience of the Company's business to assist in the deliberations of the meeting.

51. Questions at the meeting

Subject to and in accordance with section 319A, 2006 Act, at a General Meeting of the Company, the Company shall cause to be answered any question relating to the business being dealt with at the meeting put by a member attending the meeting. No such answer need be given if:

• (a) to do so would:
  • (i) interfere unduly with the preparation for the meeting; or
  • (ii) involve the disclosure of confidential information;
• (b) the answer has already been given on a website in the form of an answer to a question; or
• (c) it is undesirable in the interests of the Company or the good order for the meeting that the question be answered.

52. Power to adjourn

Subject to the provisions of Article 5353 (Notice of adjourned meeting) and Article 5454 (Business of adjourned meeting) the Chair of the General Meeting may, with the consent of a meeting at which a quorum is present, and shall if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (including electronic platforms) as they shall determine. However, without prejudice to any other power which they may have under these Articles or at common law the Chair may, without the need for the consent of the meeting, interrupt or adjourn any meeting from time to time and from place to place (including electronic platforms) or for an indefinite period if they are of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting or to ensure that the business of the meeting is otherwise properly disposed of.

53. Notice of adjourned meeting

• (a) Subject to the provisions of paragraph (b), where a meeting is adjourned for 14 days or more the Board shall fix the date, time and place or electronic platform for the adjourned meeting and at least seven clear days' notice, specifying the place or electronic platform, the date and time of the adjourned meeting and the general nature of the business to be transacted, shall be given in the same manner as in the case of an original meeting. Save as aforesaid and subject to the provisions of paragraph (b), no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting.
• (b) Subject to the provisions of paragraph (c), where a General Meeting is adjourned for lack of quorum, such adjourned meeting shall be held at least 10 clear days after the original meeting.
• (c) The provisions of paragraph (b) do not apply in relation to a General Meeting of a kind mentioned in section 307(A1)(b), 2006 Act.

54. Business of adjourned meeting

No business shall be dealt with at any adjourned meeting, the general nature of which was not stated in the notice of the original meeting.

L. Voting

55. Method of voting

At any General Meeting a resolution put to a vote of the meeting shall be decided on a show of hands unless (before or immediately after the declaration of the result of 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 and the provisions of Article 1212 (Class meetings), a poll may be demanded by:

• (a) the Chair of the meeting; or
• (b) a majority of Directors present at the meeting; or
• (c) not less than three members present in person or by proxy having the right to vote on the resolution; or
• (d) a 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; or
• (e) a member or members present in person or by proxy holding shares in the Company 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,

and a demand for a poll by a person as proxy for a member counts:

• (a) for the purposes of paragraph (b) above, as a demand by the member;
• (b) for the purposes of paragraph (c) above, as a demand by a member representing the voting rights that the proxy is authorised to exercise; and
• (c) for the purposes of paragraph (d) above, as a demand by a member holding the shares to which those rights are attached.

56. Chair's declaration conclusive on show of hands

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

57. Objection to error in voting

No objection shall be raised to the qualification of any voter or to the counting of or failure to count any vote except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the Chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the Chair decides that it is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the Chair on such matters shall be final and conclusive.

58. Amendment to resolutions

If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chair of the meeting, any error in such ruling shall not invalidate the proceedings on the substantive resolution. In the case of a resolution duly proposed as a special resolution no amendment to it (other than a mere clerical amendment to correct a patent error, which may be effected by ordinary resolution) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution it may be amended by ordinary resolution but no amendment to it (other than a mere clerical amendment to correct a manifest error) may be considered or voted upon unless notice of such proposed amendment is given to the office at least 48 hours prior to the time appointed for holding the relevant meeting or adjourned meeting and the proposed amendment does not, in the reasonable opinion of the Chair of the meeting, materially alter the scope of the resolution, or (in the absence of any such notice) the Chair of the meeting in their absolute discretion rules that the amendment is fit for consideration at the meeting.

59. Procedure on a poll

59.1 Timing of poll

Any poll duly demanded on the election of a Chair of a meeting or on any question of adjournment shall be taken forthwith. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll as demanded, as the Chair shall direct. The Chair may, and if so directed by the meeting shall, appoint scrutineers who need not be members and may adjourn the meeting to some place or electronic platform and time fixed by such member for the purpose of declaring the result of the poll. No notice need be given of a poll not taken immediately if the time and place or electronic platform at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 clear days' notice shall be given specifying the time and place or electronic platform at which the poll is to be taken. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

59.2 Continuance of the meeting

The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. If a poll is demanded before the declaration of the result on a show of hands and the demand is duly withdrawn the meeting shall continue as if the demand had not been made.

59.3 Withdrawal of demand for a poll

The demand for a poll may before the poll is taken, be withdrawn, but only with the consent of the Chair. A demand so withdrawn shall validate the result of a show of hands declared before the demand was made. If a demand is withdrawn, the persons entitled in accordance with Article 5555 (Method of voting) may demand a poll.

59.4 Voting on a poll

On a poll votes may be given in person or by proxy or (in the case of a corporate member) by a duly authorised representative. A member entitled to more than one vote need not, if they vote, use all their votes or cast all the votes they use in the same way. In accordance with Article 48.348.3, all resolutions put to members at a combined physical and electronic General Meeting shall be voted on by a poll and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates.

59.5 Results of poll to be made available on website

Where a poll is taken at a General Meeting of the Company or at any meeting of the holders of a class of shares in the Company in connection with the variation of the rights attached to such shares, the Company shall make available on a website (by not later than the time specified in section 341(1B), 2006 Act):

• (a) the date of the meeting;
• (b) the text of the resolution, or, as the case may be, a description of the subject matter of the poll;
• (c) the number of votes validly cast;
• (d) the proportion of the Company's issued share capital (determined at the time at which the right to vote is determined under section 360B(2), 2006 Act) represented by those votes;
• (e) the number of votes case in favour;
• (f) the number of votes cast against; and
• (g) the number of abstentions (if counted),

and in making such information available on a website the Company shall have regard to the provisions of section 353, 2006 Act.

60. Votes of members

60.1 Joint holders

In the case of joint holders of shares in the Company, only the vote of the senior holder who votes (and any proxies duly authorised by such member) may be counted by the Company. For this purpose, the senior holder of a share shall be determined by the order in which the names of the joint holders stand in the Register.

60.2 Receivers and other persons

Where in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion on or subject to production of such evidence of the appointment as the Board may require, permit such receiver or curator bonis or other person authorised by a court or official, to vote (whether on a show of hands or on a poll) in person or by proxy on behalf of such member at any General Meeting. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be sent or supplied (in any form and manner permitted for the sending or supplying of appointments of proxy pursuant to these Articles) at the Office or at such other address

(including electronic address) as has been appointed for the sending or supplying of appointments of proxy, to be received no later than the time specified for the receipt of an appointment of proxy set out in Article 6565 (Deposit of proxy) and, in default, the right to vote shall not be exercisable.

61. No casting vote

In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the meeting at which the show of hands takes place or at which the poll was demanded shall not be entitled to a second or casting vote in addition to any other vote that they may have.

62. Restriction on voting rights for unpaid calls etc.

No member shall, unless the Board otherwise determines, be entitled to vote at a General Meeting or at any separate meeting of the holders of any class of shares either in person or by proxy in respect of any share held by such member or to exercise any right as a member unless all calls or other sums presently payable by such member in respect of that share in the Company have been paid to the Company.

63. Voting by proxy

63.1 Any person may be appointed as proxy

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

63.2 Rights of proxy

Subject to the Legislation, a proxy shall have the right to exercise all or any of the rights of the member by whom the proxy is appointed, or (where more than one proxy is appointed by a member) all or any of the rights attached to the shares in respect of which such person is appointed the proxy to attend, and to speak and vote, at a General Meeting. In accordance with section 324A, 2006 Act, a proxy shall vote in accordance with any instructions given by the member by whom the proxy is appointed. The Company shall be under no obligation to ensure or otherwise verify that any vote(s) cast by a proxy are done so in accordance with any such instructions given by the member by whom such proxy is appointed. In the event that a vote cast by such proxy is not done so in accordance with the instructions of the member by whom such proxy is appointed, such vote shall not be deemed to be invalid.

63.3 Discretionary votes where proxy appointed by more than one member

On a vote on a resolution on a show of hands, where a proxy is appointed by more than one member (provided that, where some only of those members by whom the proxy is appointed instruct the proxy to vote in a particular way, those members all instruct such proxy to vote in the same way on a resolution (either "for" or "against")) such proxy shall be entitled to cast a second vote the other way in relation to any discretionary vote(s) given to such member by other members by whom such proxy is appointed.

64. Form of proxy

An appointment of a proxy shall:

• (a) be in any common form or in such other form as the Board may approve under the hand of the appointor or of their attorney duly authorised in writing or if the appointor is a corporation under its common seal or under the hand of some officer or attorney duly authorised in that behalf;
• (b) be deemed (subject to any contrary direction contained in the same) to confer authority to demand or join in demanding a poll and to vote (whether on a show of hands or a poll) on any resolution or amendment of a resolution put to the meeting for which it is given, as the proxy thinks fit;
• (c) be deemed (subject to any contrary direction contained in the same) to confer the right to speak at the meeting to which it relates (including any adjournment of it);
• (d) unless the contrary is stated in it be valid as well for any adjournment of the meeting as for the meeting to which it relates; and
• (e) where it is stated to apply to more than one meeting, be valid for all such meetings as well as for any adjournment of any such meetings.

65. Deposit of proxy

Subject always to Article 6666 (Electronic Address – proxies) the appointment of a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such authority or a copy of such authority in some other way approved by the Board shall:

• (a) be sent or supplied in hard copy form, or (subject to any conditions and limitations which the Directors may specify) in electronic form, to the Office or such other address (including electronic address) as is specified in:
  • (i) the notice convening the meeting;
  • (ii) any instrument of proxy sent out by the Company in relation to the meeting; or
  • (iii) any invitation to appoint a proxy issued by the Company in relation to the meeting,

to be received at such address not less than 48 hours before the time of the holding of the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

• (b) in the case of a poll taken more than 48 hours after it is demanded, be sent or supplied as aforesaid, after the poll has been demanded, to be received not less than 24 hours before the time appointed for the taking of the poll; or
• (c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be sent and supplied as aforesaid, to be received not later than the time at which the poll is demanded,

and an appointment of a proxy not so sent or supplied or delivered or received shall be invalid. No appointment of a proxy shall be valid after the expiry of 12 months from the date named in it as the date of its execution except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within 12 months from such date. The Directors may specify in the notice convening the meeting that in determining the time for delivery of proxies pursuant to this Article 6565, no account shall be taken of any part of any day that is not a working day.

66. Electronic Address – proxies

• (a) Subject to and in accordance with section 333(2), 2006 Act, where the Company has given an electronic address in an instrument of proxy sent out by the Company in relation to the meeting or in an invitation to appoint a proxy issued by the Company in relation to the meeting, any document or information relating to proxies for that meeting (including, but not limited to the appointment of a proxy in relation to the meeting, any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy or notice of termination of the authority of a proxy) may be sent by electronic means to that address (subject to any conditions or limitations contained in the notice relating to the meeting).
• (b) Subject to and in accordance with the provisions of section 333A, 2006 Act, the Company shall provide an electronic address for the receipt of any document or information relating to proxies for a General Meeting.

67. More than one proxy may be appointed

• (a) A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member.
• (b) When two or more valid but differing appointments of proxy are delivered in respect of the same share for use at the same meeting and in respect of the same matter, the one which is last

validly delivered (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered, none of them shall be treated as valid in respect of that share.

68. Board may supply proxy cards

The Board shall at the expense of the Company send by post or otherwise forms of appointment of proxy (reply-paid or otherwise) with the notice convening any General Meeting to members entitled to vote at the meeting. Such forms of appointment of proxy shall provide for voting both for and against all resolutions to be proposed at the meeting other than the resolutions relating to the procedure of the meeting. The accidental omission to send an appointment of proxy or the non-receipt of it by any member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting.

69. Revocation of proxy

The validity of a vote given or poll demanded in accordance with the terms of an appointment of a proxy or the validity of anything done by a proxy acting as duly appointed Chair, or any decision determining whether a proxy counts in a quorum at a meeting, shall not be affected notwithstanding the death or mental disorder of the principal or the revocation of the appointment of the proxy, or of the authority under which the appointment of the proxy was executed or the transfer of the share in respect of which the appointment of the proxy is given unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company or any other person as the Company may require in the notice of the meeting, any instrument of proxy sent out by the Company in relation to the meeting or in any invitation to appoint a proxy issued by the Company in relation to the meeting, (in any form and manner permitted for the sending or supplying of appointments of proxy pursuant to these Articles), at the Office or at such other address (including electronic address) as has been appointed for the sending or supplying of appointments of proxy:

• (a) at least 48 hours (excluding, in the calculation of such time period, any part of a day that is not a working day) before the commencement of the meeting or adjourned meeting; or
• (b) in the case of a poll to be taken more than 48 hours after it was demanded, at least 24 hours (excluding, in the calculation of such time period, any part of a day that is not a working day) before the time appointed for the taking of the poll at which the instrument of proxy is used; or
• (c) in the case of a poll to be taken not more than 48 hours after it was demanded, the time at which it was demanded.

70. Corporate representative

• (a) A corporation (whether or not a company within the meaning of the Companies Acts) which is a member may, by resolution of its Directors or other governing body, authorise such person or person(s) as it thinks fit to act as its representative (or as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares. The corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person (or persons) so authorised is (or are) present at it and all references to attendance and voting in person shall be construed accordingly. The Company shall be under no obligation to ensure or otherwise verify that any vote(s) cast by a corporate representative are done so in accordance with any such instructions given by the member by whom such corporate representative is appointed. In the event that a vote cast by such corporate representative is not done so in accordance with the instructions of the member by whom such corporate representative is appointed, such vote shall not be deemed to be invalid.
• (b) The validity of a vote given or poll demanded by a corporate representative or the validity of anything done by a corporate representative acting as duly appointed Chair, or any decision determining whether a corporate representative counts in a quorum at a meeting, shall not be affected notwithstanding termination of the appointment, unless notice in writing of the termination has been received by the Company or any other person as the Company may require in the notice of the meeting, at such place or address and by such time as is specified in Article 6969 (Revocation of proxy) for the receipt of a revocation of an appointment of a proxy.

71. Failure to disclose interests in shares

71.1 Disenfranchisement notice

If a member, or any other person appearing to be interested in shares held by that member, has been issued with a section 793 notice and has failed in relation to any shares ("the default shares") which expression shall include any further shares which are issued in respect of such shares unless a separate notice is issued in respect of such further shares) to give the Company the information thereby required within the prescribed period from the date of service of the section 793 notice, or, in purported compliance with such notice, has made a statement which is false or inadequate in a material particular, then the Board may at least 14 days after service of the section 793 notice serve on the holder of such default shares a notice (in this Article 7171 called a "disenfranchisement notice") whereupon the following sanctions shall apply:

(a) Voting

the member shall not with effect from the service of the disenfranchisement notice be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any General Meeting of the Company or at any separate meeting of the holders of any class of shares of the Company or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and

(b) Dividends and transfers

where the default shares represent at least 0.25 per cent. in nominal value of their class:

• (i) any dividend or other money payable in respect of the shares shall be withheld by the Company, which shall not have any obligation to pay interest on it and the member shall not be entitled to elect pursuant to Article 138137 (Payment of scrip dividends) to receive shares instead of that dividend; and
• (ii) subject in the case of uncertificated shares to the Uncertificated Regulations no transfer, other than an approved transfer, of any shares held by the member shall be registered unless the member is not themselves in default as regards supplying the information required and the member proves to the satisfaction of the Board that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer.

71.2 Withdrawal notice

The Company may at any time withdraw a disenfranchisement notice by serving on the holder of the shares to which the same relates a notice in writing to that effect ("a withdrawal notice").

71.3 Cessation of sanctions

Where the sanctions under Article 71.171.1 (Disenfranchisement notice) apply in relation to any shares they shall cease to have effect:

• (a) if the shares are transferred by means of an approved transfer;
• (b) at the end of the period of one week (or such shorter period as the Board may determine) following receipt by the Company of the information required by the notice mentioned in Article 71.171.1 (Disenfranchisement notice) and the Board being fully satisfied that such information is full and complete; or
• (c) on the date on which a withdrawal notice is served by the Company.

71.4 Service of disenfranchisement notice

Where on the basis of information obtained from a member in respect of any share held by such member the Company issues a section 793 notice to any other person it shall at the same time send a copy of the notice to the member but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 71.171.1 (Disenfranchisement notice).

71.5 Certificated form

The Board may:

• (a) give notice in writing to any member holding default shares in uncertificated form requiring the member to change their holding of such shares from uncertificated form into certificated form within a specified period and then to hold such default shares in certificated form for so long as the default subsists; and
• (b) appoint any person to take any steps, by instruction by means of an Uncertificated System or otherwise, in the name of any holder of default shares as may be required to change such shares from uncertificated form into certificated form (and such steps shall be effective as if they had been taken by such holder).

71.6 Definitions

For the purposes of this Article 7171:

• (a) a person other than the member holding a share shall be treated as appearing to be interested in that share if the member has informed the Company that the person is or may be so interested or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested;
• (b) "interested" shall be construed in accordance with sections 820 to 825, 2006 Act;
• (c) reference to a person having failed to give the Company the information required by a notice or being in default as regards supplying such information includes reference:
  • (i) to such person having failed or refused to give all or any part of it; and
  • (ii) to such person having given information which they know to be false in a material particular or having recklessly given information which is false in a material particular.

71.7 Powers under section 794

Nothing contained in this Article 7171 shall be taken to limit the powers of the Company under section 794, 2006 Act.

M. Untraced members

72. Power of sale

72.1 Untraceable members

The Company is entitled to sell the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law (for the purposes of this Article 7272, the "relevant holder"), if and provided that:

• (a) during the period of 126 years before the sending of the notice referred to in Article 72.172.1(b) at least three dividends in respect of the shares have become payable and no dividend in respect of those shares has been claimed;
• (b) following the expiry of the twelve-yearsix-year period referred to in Article 72.172.1(a), the Company has sent a notice:
  • (i) in hard copy form to the last known physical address that the Company has for the relevant holder; or
  • (ii) in electronic form to the last known email address that the Company has for the relevant holder,

stating the Company's intention to sell the relevant shares. Before sending such notice, the Company must have used reasonable efforts to trace the relevant holder, engaging if the Company considers appropriate (in its sole discretion) a professional asset reunification company or other tracing agent; and

(c) during the period of three months following the Company sending the notice referred to in Article 72.172.1(b) the Company has not received any communication from the relevant holder.

72.2 Additional shares

72.2 The Company is also entitled to sell any additional shares in the Company held by a relevant holder under Article 72.172.1 that were issued by the Company during the twelve-yearsix-year period referred to in Article 72.172.1(a) or during any period ending on the date when all the requirements of paragraphs (a) to (c) of Article 72.1 have been satisfied, if and provided that:

(i) the criteria in Articles 72.172.1(b) and 72.172.1(c) are satisfied in relation to the additional shares (but as if the words "following the expiry of the twelve yearsix-year period referred to in Article 72.1(a)" were omitted from Article 72.172.1(b)); and

(ii) no dividend on such additional shares has been cashed or claimed by the relevant holder.

For the purpose of giving effect to any such sale, the Directors may authorise any person to transfer the shares sold to the purchaser or its nominee and such transfer shall be as effective as if it had been carried out by the relevant holder. The transferee's title to the shares shall not be affected by any irregularity in or invalidity of the sale proceedings.

72.3 The net proceeds of such sale (after payment of the costs of the sale) shall be forfeited by the relevant holder and shall belong to the Company. The Company shall not be liable in any respect, nor be required to account to such relevant holder or other person previously entitled for an amount equal to such proceeds. The Company shall be entitled to use or invest the net proceeds of such sale, for the Company's benefit in any manner that the Directors may from time to time think fit.

72.4 Perfection of transfer

To give effect to any sale of shares pursuant to this Article 7272 the Board may in the case of certificated shares authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register notwithstanding the absence of any share certificate being lodged in respect of it and may issue a new certificate to the transferee and in the case of uncertificated shares exercise any power conferred on it by Article 16.516.5 (Forfeiture and sale) to effect a transfer of the shares. The purchaser shall not be bound to see to the application of the purchase moneys in respect of any such sale nor shall their title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale or transfer. Any instrument or exercise shall be effective as if it had been executed or exercised by the holder of or the person entitled by transmission to the shares to which it relates.

72.5 Additional shares

If during the period of 12 years referred to in Article 72.1 or during any period ending on the date when all the requirements of paragraphs (a) to (c) of Article 72.1 have been satisfied, any additional shares have been issued in respect of those held at the beginning of such period or of any previously so issued during such period and all the requirements of paragraphs (a) to (c) of Article 72.1 have been satisfied in regard to such additional shares the Company shall also be entitled to sell the additional shares.

73. Application of proceeds of sale

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

N. Appointment, retirement and removal of Directors

73. 74. Number of Directors

Unless and until otherwise determined by the Company by ordinary resolution the number of Directors (other than any alternate Directors) shall be not less than 2 nor more than 14.

74. 75. Power of Company to appoint Directors

Subject to the provisions of these Articles, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy, or as an addition to the existing Board, and may also determine the rotation in which any additional Directors are to retire, but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles.

75. 76. Power of Board to appoint Directors

Without prejudice to the power of the Company to appoint any person to be a Director pursuant to these Articles the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. Any Director so appointed shall hold office only until the Annual General Meeting of the Company next following such appointment and shall then be eligible for re-election but shall not be taken into account in determining the number of Directors who are to retire by rotation at that meeting. If not re-appointed at such Annual General Meeting, such Director shall vacate office at the conclusion thereof.

76. 77. Eligibility of new Directors

No person other than a Director retiring at the meeting (whether by rotation or otherwise) shall be appointed or re-appointed a Director at any General Meeting unless:

• (a) such person is recommended by the Board; or
• (b) the Company has received from such person confirmation in writing of that person's willingness to be elected as a Director,

each no later than seven days before the General Meeting at which the relevant resolution is proposed.

77. 78. Share qualification

A Director shall not be required to hold any shares of the Company.

78. 79. Resolution for appointment

A resolution for the appointment of a Director shall relate to one named person and a single resolution for the appointment of 2 or more persons as Directors shall be void unless an ordinary resolution that it shall be so proposed has first been agreed to by the meeting without any vote being given against it. For the purpose of this Article 7978, a resolution for approving a person's appointment or for nominating a person for appointment as a Director shall be treated as a resolution for their appointment.

79. 80. No retirement on account of age

No person is incapable of being appointed or re-appointed a Director by reason of their age.

80. 81. Retirement by rotation

80.1 81.1 Number of Directors

• (a) Subject to Article 81.180.1(b) below, at every Annual General Meeting at least one third of the Directors who are subject to retirement by rotation or, if their number is not 3 or a multiple of 3, the number nearest to but not exceeding one third shall retire from office by rotation, unless the Directors resolve otherwise, provided that if there is only one Director who is subject to retirement by rotation, such Director shall retire.
• (b) Notwithstanding Article 81.180.1(a) above, every Director who is subject to retirement by rotation shall retire from office by rotation at least every three years, or at such earlier Annual General Meeting as the directors may resolve. A Director who retires at any Annual General Meeting shall be eligible for election or re-election, unless the Directors resolve otherwise not later than the date of the notice of such Annual General Meeting.

80.2 81.2 Identity of Directors

Subject to the provisions of the Legislation, the Directors to retire by rotation shall include (so far as is necessary to obtain the number required) any Director who wishes to retire and not to offer themselves for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last appointment or re-appointment, but, as between persons who became or were last re-appointed Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. A Director who retires (whether by rotation or otherwise) shall be eligible for re-election and may, if willing to act, be re-appointed. The Directors to retire on each occasion (both as to numbers and identity) shall be determined by the composition of the Directors at the date of the notice convening the Annual General Meeting and no Director shall be required to retire or be relieved from retiring or be retired by reason of any change in the

number or identity of the Directors after the date of the notice but before the close of the meeting.

80.3 81.3 Re-appointment

If the Company, at the meeting at which a Director retires by rotation, does not fill the vacancy created by their retirement, the retiring Director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is expressly resolved not to fill the vacancy or unless a resolution for the re-appointment of the Director is put to the meeting and lost or if the retiring Director has given notice in writing to the Company that they are unwilling to be re-elected or where the default in filling the vacancy is due to the moving of a resolution in contravention of Article 7978 (Resolution for appointment) or where such Director has attained any retirement age applicable to such member as a Director.

80.4 81.4 Timing of retirement

The retirement of any Director retiring at a General Meeting in accordance with this Article 8180 shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for their re-election is put to the meeting and lost in which case the retirement shall take effect at the time of election of their replacement or the time of the losing of that resolution as the case may be. A retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.

81. 82. Removal by ordinary resolution

The Company may by ordinary resolution of which special notice has been given in accordance with section 312, 2006 Act remove any Director before the expiration of their period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and, without prejudice to any claim for damages which they may have for breach of any contract of service between such Director and the Company, may (subject to these Articles) by ordinary resolution (of which special notice has been given in accordance with section 312, 2006 Act) appoint another person who is willing to act to be a Director in their place. Any person so appointed shall be treated, for the purposes of determining the time at which they or any other Director is to retire by rotation, as if they had become a Director on the day on which the person in whose place they were appointed was last appointed or re-appointed a Director. In default of such appointment the vacancy arising upon the removal of a Director from office may be filled by a casual vacancy.

82. 83. Vacation of office by Director

Without prejudice to any provisions for retirement contained in these Articles the office of a Director shall be vacated if:

• (a) they resign by notice in writing delivered to the Secretary at the Office or tendered at a Board meeting in which event they shall vacate that office on the service of that notice on the Company or at such later time as is specified in the notice or they offer in writing to resign from their office and the Directors resolve to accept such offer; or
• (b) they retire at an Annual General Meeting in accordance with Article 81.180.1 unless they have been re-elected as Director in accordance with Article 81.180.1(b); or
• (c) they cease to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or becomes prohibited by law from being a Director; or
• (d) they become bankrupt, has an interim receiving order made against such member, makes any arrangement or compounds with their creditors generally or applies to the Court for an interim order under section 253, Insolvency Act 1986 in connection with a voluntary arrangement under that Act; or
• (e) an order is made by any court of competent jurisdiction (whether in the United Kingdom or elsewhere) on the ground (howsoever formulated) of mental disorder for their detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to their property or affairs or they are admitted to hospital in pursuance of an application for admission for treatment under any statute for the time being in force in the United Kingdom relating to mental disorder or, in any other territory, in pursuance of an application for admission under analogous legislation or regulations and the Board resolves that their office be vacated; or
• (f) they shall be absent, without the permission of the Board from Board meetings for 6 consecutive months (whether or not an alternate Director appointed by such member attends) and the Board resolves that their office be vacated; or
• (g) they are requested to resign by notice in writing addressed to such member at their address as shown in the register of Directors and signed by all the other Directors (without prejudice to any claim for damages which they may have for breach of any contract between such member and the Company); or
• (h) they are convicted of an indictable offence and the Directors shall resolve that it is undesirable in the interests of the Company that they remain a Director of the Company; or
• (i) the conduct of that Director (whether or not concerning the affairs of the Company) is the subject of an investigation by an inspector appointed by the Secretary of State or by the Serious Fraud Squad (or any successor body or body equivalent in any

foreign jurisdiction thereto) and the Board shall resolve that it is undesirable that they remain a Director; or

• (j) they have been disqualified from acting as a director;
• (k) they have been in breach of any material provision of their contract of employment or engagement with the Company for a period of 30 days after having been given written notice (if the breach is capable of remedy) to rectify the same.

83. 84. Resolution as to vacancy conclusive

A resolution of the Board declaring a Director to have vacated office under the terms of Article 8382 (Vacation of office by Director) shall be conclusive as to the fact and grounds of vacation stated in the resolution.

O. Alternate Directors

84. 85. Appointments

84.1 85.1 Identity of appointee

Each Director (other than an alternate Director) may by notice in writing under their hand delivered to the Secretary at the Office or at a meeting of the Directors or in any other manner approved by the Board appoint any other Director or any person approved for that purpose by the Board and willing to act to be their alternate and may in like manner remove from office an alternate Director so appointed by them.

84.2 85.2 Method of appointment

No appointment of an alternate Director shall be effective until their consent to act as a Director has been received at the Office.

84.3 85.3 Nature of alternate

An alternate Director need not hold a share qualification and shall not be counted in reckoning any maximum number of Directors allowed by these Articles.

85. 86. Participation in Board meetings

85.1 86.1 Right to participate

Every alternate Director shall (subject to their giving to the Company an address within the United Kingdom or electronic address at which notices may be sent or supplied to such member) be entitled to receive notice of all meetings of the Board and all committees of the Board of which their appointor is a member and, in the absence from such meetings of their appointor, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of their appointor as a Director. A Director acting as alternate Director shall have a separate vote at Board meetings for each Director for whom the act as alternate Director, in addition to their own vote (if any).

85.2 86.2 Alternate's authority

Execution by an alternate Director of any resolution in writing of the Directors or of a committee of the Directors shall, unless the notice of their appointment provides to the contrary, be as effective as execution by their appointor. To such extent as the Directors may from time to time determine in relation to any committees of the Directors the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which their appointor is a member.

86. 87. Alternate Director responsible for own acts

86.1 87.1 Responsibility for defaults

Every person acting as an alternate Director shall be an officer of the Company, shall alone be responsible to the Company for their own acts and defaults and shall not be deemed to be the agent of the Director appointing them.

86.2 87.2 Status of alternate

Save as otherwise provided in these Articles, an alternate Director shall be subject in all respects to the provisions of these Articles relating to Directors and shall be deemed for all purposes to be a Director. In addition to any restrictions which may apply to them personally, an alternate Director shall be subject to the same restrictions as their appointor.

87. 88. Interests of alternate Director

An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements with the Company and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if they were a Director. However, they shall not, unless the Company by ordinary resolution otherwise determines, be entitled to receive from the Company any fees for their services as alternate except only such part (if any) of the fee payable to their appointor as such appointor may by notice in writing to the Company direct. Subject to this Article 8887, the Company shall pay to an alternate Director such expenses as might properly have been paid to such member if they had been a Director.

88. 89. Revocation of appointment

An alternate Director shall cease to be an alternate Director:

• (a) if their appointor revokes their appointment; or
• (b) if their appointor ceases for any reason to be a Director, provided that if any Director retires by rotation or otherwise but is re-appointed or deemed to be re-appointed at the same meeting at which they retire, any valid appointment of an alternate Director which was in force immediately before their retirement shall remain in force; or

(c) if any event happens in relation to such member which, if they were a Director otherwise appointed, would cause such member to vacate office.

P. Directors' remuneration, expenses and pensions

89. 90. Directors' fees

The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board or the Company's remuneration committee as appropriate may from time to time determine. Such sum shall be divided among the Directors in such proportions and in such manner as the Board (acting through the Company's remuneration committee if appropriate) may determine and shall be deemed to accrue from day to day.

The fees of the non executive Directors of the Company shall be limited to:

• (a) £750,000 per annum, increasing by the percentage increase in the retail prices index (as defined in section 833(2), Income and Corporation Taxes Act 1988) for any 12 month period beginning on 1 September 2001 and each anniversary of that date, or1,000,000 per annum, or
• (b) such higher amount decided upon by an ordinary resolution of the members.

90. 91. Expenses

Each Director shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by such member in or about the performance of their duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or General Meetings or separate meetings of the holders of any class of shares or of debentures of the Company.

91. 92. Additional remuneration

If by arrangement with the Board any Director shall perform or render any special duties or services outside their ordinary duties as a Director and not in their capacity as a holder of employment or executive office, they may be paid such reasonable additional remuneration (whether by way of a lump sum or by way of salary, commission, participation in profits or otherwise) as the Board (acting through the remuneration committee if appropriate) may from time to time determine.

92. 93. Remuneration of executive Directors

The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with the provisions of these Articles may be either a fixed sum of money or may altogether or in part be governed by business done or profits made or otherwise determined by the Board (acting through the remuneration committee)

and may be in addition to or in lieu of any fee payable to such member for their services as Director pursuant to these Articles.

93. 94. Pensions and other benefits

The Board (acting through the remuneration committee if appropriate) may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) or to institute and maintain any institution, association, society, club, trust, other establishment or profit sharing, share incentive, share purchase or employees' share scheme calculated to advance the interests of the Company for or to benefit any person who is or has at any time been a Director of the Company or any company which is a subsidiary company of or allied to or associated with the Company or any such subsidiary or any predecessor in business of the Company or of any such subsidiary and for any member of their family (including a spouse or former spouse or civil partner or former civil partner) and any person who is or was dependent on such member. For such purpose the Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with, any of the aforesaid matters or bodies. The Board may procure any of such matters to be done by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to receive and retain for their own benefit any pension or other benefit provided under this Article 9493 and shall not be obliged to account for it to the Company.

Q. Powers and duties of the Board

94. 95. Powers of the Board

Subject to these Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company whether relating to the management of the business or not. No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in these Articles as to any specific power of the Board shall not be deemed to limit the general powers given by this Article 9594.

No Director shall be in breach of their duty to exercise independent judgment pursuant to section 173, 2006 Act if acting in any way authorised by these Articles, which act may otherwise infringe such duty.

95. 96. Powers of Directors being less than minimum number

If the number of Directors is less than the minimum for the time being prescribed by these Articles the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a General Meeting of the Company for the purpose of making such appointment. If there are no Director or Directors able or willing to act, any 2 members may summon a General Meeting for the purpose of appointing Directors. Subject to the provisions of these Articles, any additional Director so appointed shall hold office only until the dissolution of the Annual General Meeting of the Company next following such appointment unless they are re-elected during such meeting.

96. 97. Powers of executive Directors

The Board may from time to time:

• (a) delegate or entrust to and confer on any Director holding executive office (including a Managing Director) such of its powers, authorities and discretions (with power to subdelegate) for such time on such terms and subject to such conditions as it thinks fit; and
• (b) revoke, withdraw, alter or vary all or any of such powers.

97. 98. Delegation to committees

97.1 98.1 Constituting committees

The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of not less than 2 Directors and (if thought fit) one or more other persons provided that:

• (a) a majority of the members of a committee shall be Directors; and
• (b) no resolution of a committee shall be effective unless a majority of those present when it is passed are Directors or alternate Directors.

Any committee so formed may exercise its power to sub-delegate by sub-delegating to any person or persons (whether or not a member or members of the Board or of the Committee).

97.2 98.2 Powers of committee

The Board may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, alter or vary any of such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee. Subject to any terms and conditions expressly imposed by the Board, the proceedings of a committee with 2 or more members shall be governed by such of these Articles as regulate the proceedings of the Board so far as they are capable of applying. The power to delegate under this Article 9897 includes power to delegate the determination of any fee, remuneration or other benefit which may be paid or provided to any Director.

98. 99. Local management

The Board may establish any local group or divisional boards or agencies for managing any of the affairs of the Company in any specified locality either in the United Kingdom or elsewhere and may appoint any persons to be members of such local or divisional board or any managers or agents, may fix their remuneration and remove any person so appointed. The Board may delegate to any local group or divisional board manager or agent so appointed any of its powers, authorities and discretions other than the power to borrow and make calls (with power to sub-delegate) and may authorise the members for the time being of any such local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies, and any such appointment or delegation may be made for such time on such terms and subject to such conditions as the Board may think fit. The Board may confer such powers either collectively with or to the exclusion of and in substitution for all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, alter or vary all or any of such powers. Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local group or divisional board or agency with 2 or more members shall be governed by such of these Articles as regulate the proceedings of the Board so far as they are capable of applying.

99. 100. Power of attorney

The Board may by power of attorney or otherwise appoint any company, firm, person or persons (including registrars) to be the agent or attorney of the Company and may delegate to any such agent or attorney or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and subject to such conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, alter or vary any of such powers. Any such appointment or power of attorney may contain such provisions for the protection and convenience of persons dealing with any such agent or attorney as the

Board may think fit and may also authorise any such agent or attorney to sub-delegate all or any of the powers, authorities and discretions vested in them.

100. 101. Associate Directors

The Board may appoint any person (not being a Director) to any office or employment having a designation or title including the word "director" or attach to any existing office or employment with the Company such designation or title and may define, limit, vary or restrict the powers, authorities and discretions of persons so appointed and may terminate any such appointment subject to any contract between such member and the Company or the use of such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment shall not imply that such person is or is deemed to be or is empowered in any respect to act as a Director or a member of any committee of the Board of Directors for any of the purposes of the Companies Acts or these Articles.

101. 102. Exercise of voting power

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

102. 103. Provision for employees

The Board may exercise any power conferred on the Company by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary. The Directors shall be entitled to exercise the power conferred by this Article 103102, notwithstanding the general duty imposed by section 172, 2006 Act. Any payments to be made pursuant to any power exercised under this Article 103102 shall be made in accordance with section 247, 2006 Act.

103. 104. Overseas registers

The Board may exercise the powers conferred on the Company with regard to the keeping of an overseas branch register and may make and vary such regulations as it thinks fit respecting the keeping of any such register.

104. 105. Borrowing powers

104.1 105.1 Directors' powers

Subject as herein provided, the Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital or any part or parts thereof 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.

104.2 105.2 Limitation on borrowing powers

The Board shall restrict the borrowings of the Company and exercise all voting and other rights and powers of control exercisable by the Company in respect of its subsidiary undertakings so as to procure (as regards its subsidiary undertakings in so far as it can procure by such exercise) that the aggregate principal amount at any one time outstanding in respect of moneys borrowed by the Group (exclusive of moneys borrowed by one Group Company from another and after deducting cash deposited) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to £1.5 billion.

104.3 105.3 Definitions

For the purposes only of this Article 105104:

• (a) "cash deposited" means an amount equal to the aggregate of the amounts beneficially owned by Group Companies which are deposited for the time being with any bank or other person (not being a Group Company) and which are repayable to any Group Company on demand or within three months of such demand subject, in the case of amounts deposited by a partly-owned subsidiary, to the exclusion of a proportion thereof equal to the proportion of its issued equity share capital which is not attributable, directly or indirectly, to the Company;
• (b) "moneys borrowed" include not only moneys borrowed but also the following except in so far as otherwise taken into account:
  • (i) the nominal amount of any issued and paid up share capital and the principal amount of any debenture or borrowings of any person together with any fixed or minimum premium payable on redemption, the beneficial interest in which or right to repayment to which is not for the time being owned by a Group Company but the payment or repayment of which is the subject of a guarantee or indemnity by a Group Company or is secured on the assets of a Group Company;
  • (ii) the principal amount raised by any Group Company by acceptances or under any acceptance credit opened on

its behalf by any bank or acceptance house (not being a Group Company) other than acceptances and acceptance credits relating to the purchase of goods or services in the ordinary course of trading and outstanding for six months or less;

• (iii) the principal amount of any debenture (whether secured or unsecured) of any Group Company beneficially owned otherwise than by a Group Company;
• (iv) the principal amount of any preference share capital of any subsidiary beneficially owned otherwise than by a Group Company;
• (v) any fixed or minimum premium payable on final repayment of any borrowing or deemed borrowing (but any premium payable on final repayment of an amount not to be taken into account as moneys borrowed shall not be taken into account);

but do not include:

• (vi) any variation that is attributable to the introduction and operation of the IFRS 16 leasing standard;
• (vii) moneys borrowed by any Group Company for the purpose of repaying within six months of being first borrowed the whole or any part of any moneys borrowed and then outstanding (including any premium payable on final repayment) of that or any other Group Company pending their application for such purpose within that period;
• (viii) moneys borrowed by any Group Company for the purpose of financing any contract in respect of which any payment of the price receivable under the contract by that or any other Group Company is guaranteed or insured by the Export Credits Guarantee Department or by any other institution fulfilling a similar function up to an amount equal to but not exceeding that part of the price receivable under the contract which is so guaranteed or insured;
• (ix) an amount equal to the moneys borrowed of any company outstanding immediately after it becomes a Group Company provided that it became a Group Company during the six months preceding the calculation;
• (x) an amount equal to the amount secured on an asset immediately after it was acquired by a Group Company provided that it was acquired during the six months preceding the calculation;
• (xi) notwithstanding sub-paragraph (i) to (vi) above, the proportion of moneys borrowed by a Group Company (and not owing to another Group Company) which is equal to the proportion of its issued equity share capital not attributable directly or indirectly to the Company;
• (xii) amounts borrowed or raised which are for the time being deposited with HM Revenue & Customs or any other body designated by any relevant legislation or order in connection with import deposits or any similar government scheme to the extent that a member of the Group retains an interest therein;

and in sub-paragraphs (vii) to (xii) above references to amounts of moneys borrowed include references to amounts which, but for the exclusion under those sub-paragraphs, would fall to be included;

• (c) there shall be credited against the amount of any moneys borrowed any cash deposited;
• (d) for the avoidance of doubt, it is hereby expressly provided that for the purposes of the limit set out in Article 105.2104.2 the following sums shall be deemed not to be moneys borrowed of the Group:
  • (i) any and all sums retained by any member of the Group (or their agent or nominee) under the terms of any contract or other arrangement relating to the construction of capital projects where the retention is made for the purposes of securing satisfactory completion and entry into service of the project for so long as and to the extent that any member of the Group is entitled to retain such sums under the relevant contract or arrangement;
  • (ii) sums advanced or paid to any member of the Group (or their agent or nominee) by customers of any member of the Group as pre-payments or progress payments or payments on account or by way of deposit or security in respect of any products or services or under any sales contracts or settlements systems; and
  • (iii) sums which otherwise would fall to be treated as borrowed moneys of any member of the Group which were treated with the concurrence of the Auditors and in accordance with any current Statement of Standard Accounting Practice or other accountancy principle or practice generally accepted for the time being in the United Kingdom in the latest audited balance sheet of the relevant member of the Group on which such

consolidation was based as otherwise than borrowed moneys of that member of the Group.

• (e) "relevant balance sheet" means the latest published audited consolidated balance sheet of the Group, but where the Company has no subsidiaries it means the balance sheet and profit and loss account of the Company and, where the Company has subsidiaries but there are no consolidated accounts of the Group, it means the respective balance sheets and profit and loss accounts of the companies comprising the Group;
• (f) "equity share capital" shall be construed in relation to a subsidiary undertaking without a share capital in the same manner as "shares" are defined in relation to an undertaking without a share capital under section 1161(2), 2006 Act.

104.4 105.4 Currency conversion

When the aggregate amount borrowed required to be taken into account for the purposes of this Article 105104 on any particular day is being ascertained any of such moneys denominated or repayable in a currency other than sterling shall if not subject to a contract or arrangement determining the rate of exchange be converted for the purpose of calculating the sterling equivalent either:

• (a) with the exception of Excepted Foreign Currency Borrowings (as hereinafter defined), at the rate of exchange prevailing at the material time in London provided that the moneys comprising such borrowing shall be translated (if thereby such sterling amount would be less) at the option of the Company at the rate of exchange prevailing in London six months before such time. For the purposes of this sub-paragraph the rate of exchange shall be taken as the middle market rate as at the close of business in London on the relevant day or, if such day is not a business day, on the last business day before the day in question;
• (b) in the case of any Excepted Foreign Currency Borrowings, at the rate of exchange which would be applicable to the moneys comprising such borrowing on their repayment to the extent that such rate of exchange is fixed under any Exchange Cover Scheme (as hereinafter defined) in connection with such moneys borrowed provided that where it is not possible to determine the rate of exchange applicable at the time of repayment of any such moneys borrowed they shall be translated into sterling under the terms of the applicable Exchange Cover Scheme on such basis as may be agreed with or determined by the Auditors or, if this is agreed by the Auditors not to be practicable, in accordance with the provisions of sub-paragraph (a) above;

For the purpose of this Article 105.4104.4:

• (i) "Excepted Foreign Current Borrowings" means moneys borrowed denominated or repayable in a currency other than sterling which have the benefit of an Exchange Cover Scheme and "Exchange Cover Scheme" means any exchange cover scheme, forward currency contract, currency option, back to back loan, swap or other arrangement taken out or entered into to reduce the risks associated with fluctuations in exchange rates; and
• (ii) where under the terms of any borrowing the amount of money which would be required to discharge the principal amount of moneys borrowed in full if it failed to be repaid (whether at the option of the company borrowing the same or by reason of default) at such material time is less than the amount which would otherwise be taken into account in respect of such moneys borrowed for the purposes of this Article 105104, the amount of such moneys borrowed to be taken into account shall be such lesser amount.

104.5 105.5 Certification

A report or certificate of the Auditors as to the amount of moneys borrowed falling to be taken into account for the purposes of this Article 105104 or to the effect that the limit imposed by this Article 105104 has not been or will not be exceeded at any particular time or times or as a result of any particular transaction or transactions shall be conclusive evidence of the amount or of that fact.

104.6 105.6 Exceeding limits

No debt incurred or security given in respect of moneys borrowed in excess of the limit imposed by this Article 105104 shall be invalid or ineffectual except in the case of express notice to the lender or recipient of the security at the time when the debt was incurred or security given that the limit had been or would thereby be exceeded but no lender or other person dealing with the Company shall be concerned to see or enquire whether such limit is observed.

R. Proceedings of Directors and Committees

105. 106. Board meetings

Subject to the provisions of these Articles, the Board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit.

106. 107. Notice of board meetings

One Director may and the Secretary at the request of a Director shall summon a Board meeting at any time. Notice of a board meeting shall be deemed to be properly given to a Director if such notice is given to such member personally or by word of mouth or sent in writing (whether in hard copy form or electronic form) to them at such member's last known address or any other address (including electronic address) given by such member to the Company for this purpose. A Director may waive the requirement that notice be given to such member of any Board meeting either prospectively or retrospectively. It shall not be necessary to give notice of a Board meeting to a Director who is absent from the United Kingdom unless such member has requested in writing (whether in hard copy form or electronic form) that notices of Board meetings shall during their absence be given to such member at any address in the United Kingdom or electronic address notified to the Company for this purpose or by telephone where they have notified the Company of the relevant telephone number for such purpose but they shall not in such event be entitled to a longer period of notice than if they had been present in the United Kingdom.

107. 108. Quorum

The quorum necessary for the transaction of business may be determined by the Board and until otherwise determined shall be 2 persons, each being a Director or an alternate Director. A person who holds office only as an alternate Director shall only be counted in the quorum if their appointor is not present. A Director or other person who is present at a meeting of the Board in more than one capacity (that is to say as both Director and an alternate Director or as an alternate for more than one Director) shall be counted as 2 or more for these purposes. A duly convened meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the Board. Any Director who ceases to be a Director at a meeting of the Directors may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting of the Directors if no Director objects and if otherwise a quorum of Directors would not be present.

108. 109. Chair of Board and other offices

108.1 109.1 Appointment of Chair

The Board shall appoint any Chair, joint Chair or Deputy Chair of the Board and shall determine the period for which they are to hold office and may at any time remove such member from office. If no such Chair or Deputy Chair is elected or if at any meeting neither a Chair nor a Deputy Chair is present within ten minutes of the time appointed for holding it, the Directors present shall choose one of their number to be Chair of such meeting. In the event of 2 or more joint Chair or in the absence of a Chair, two or more Deputy Chair being present, the joint Chair or Deputy Chair to act as Chair of the meeting shall be decided by those Directors present. Any Chair or Deputy Chair may also hold executive office under the Company.

108.2 109.2 Chief Executive

Subject to the provisions of the Companies Acts, the Directors may appoint one or more of their number to any office or employment under the Company (including, but without limitation, that of Chief Executive, Managing Director or Joint Managing Director but not including that of auditor), and may enter into an agreement or arrangement with any 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 and may also permit any person appointed to be a Director to continue in any office or employment held by them before they were so appointed. Any such appointment, agreement or arrangement may be made for such period and upon such terms as the Directors determine.

108.3 109.3 Delegation of powers

Without prejudice to the generality of the foregoing the Directors may entrust to and confer upon any Director holding any such office or employment any of the powers exercisable by them as Directors with power to sub-delegate upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers, authorities and discretions, and may from time to time revoke, withdraw, alter or vary all or any of such powers but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.

108.4 109.4 Removal from position

The Directors may also (without prejudice to any claim for damages for breach of any agreement between the Director and the Company) remove a Director from any such office and appoint another in their place.

108.5 109.5 Cessation of position on ceasing to be a director

A Director appointed to the office of Chair, Deputy Chair, Managing Director, Chief Executive or any other executive office shall automatically and immediately cease to hold that office if they cease to hold the office of Director from any cause, but they shall not (unless any agreement between such member and the Company shall otherwise provide) cease to hold their office as a Director by reason only of their ceasing to be Chair, Deputy Chair, Managing Director, Chief Executive of the Company or to hold any other such executive office, as the case may be.

109. 110. Voting

Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the Chair of that meeting shall (unless they are not entitled to vote on the resolution in question) have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of their appointor to a separate vote on behalf of their appointor in addition to their own vote and an alternate Director who is appointed by 2 or more Directors shall be entitled to a separate vote on behalf of each of their appointors, in their absence.

110. 111. Participation by telephone and electronic mail

Any Director or their alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or through the medium of electronic mail with the meeting or similar form of communication equipment provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting or are able to receive communications from each of the other Directors participating in the meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in a quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or if there is no group which is larger than any other group where the Chair of the meeting then is. Subject to the Companies Acts, all business transacted in such manner by the Board or a committee of the Board shall for the purpose of these Articles be deemed to be validly and effectively transacted at a meeting of the Board or a committee of the Board notwithstanding that 2 or fewer than 2 Directors or alternate Directors are physically present at the same place.

111. 112. Resolution in writing

A resolution in writing executed by all the Directors for the time being entitled to receive notice of a Board meeting and not being less than a quorum or by all the members of a committee of the Board for the time entitled to receive notice of such committee meeting and not being less than a quorum of that committee shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee as the case may be). Such a resolution:

• (a) may consist of several documents in the same form each executed by one or more of the Directors or members of the relevant committee, including executions in electronic form;
• (b) need not be signed by an alternate Director if it is signed by the Director who appointed such member; and
• (c) if signed by an alternate Director need not also be signed by their appointor.

For such a resolution to be effective it shall not be necessary for it to be signed by a Director who is prohibited by these Articles from voting thereon or by their alternate.

112. 113. Minutes of proceedings

112.1 113.1 Contents of minutes

The Board shall cause minutes to be made in books kept for the purpose of recording all orders resolutions and proceedings of every meeting of the Board, of a committee of the Board, of the Company or of the holders of any class of shares or debentures of the Company, including, without limitation:

• (a) all appointments of officers and committees made by the Board and of any such officer's salary or remuneration; and
• (b) the names of Directors present at every such meeting.

112.2 113.2 Evidence of proceedings

Any such minutes if purporting to be signed by the Chair of the meeting at which the proceedings were held or by the Chair of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in such minutes without any further proof.

113. 114. Validity of proceedings

All acts done by a meeting of the Board or of any committee of the local board or agency or by any person acting as a Director, alternate Director or member of a committee, local board or agency shall, as regards all persons dealing in good faith with the Company notwithstanding that it is afterwards discovered that there was some defect in the appointment of any person or persons acting as aforesaid or that they or any of them were or was disqualified from holding office or not entitled to vote or had in any way vacated their or their office or that the delegation to such committee, local board or agency had been annulled, varied or revoked, be as valid as if every such person had been duly appointed, and was duly qualified and had continued to be a Director, alternate Director or member and had been entitled to vote or as if the delegation had continued in full force and effect.

S. Directors' interests

114. 115. Board authorisation of conflicts of interest

114.1 115.1 Power to authorise

Subject to and in accordance with the Companies Acts and the provisions of this Article 115114 the Directors may, subject to Article 115.2114.2 (Provisions relating to authorisation), resolve to authorise any matter which relates to the Relevant Situation, including, without limitation, the continuing performance by the Conflicted Director of their duties and the acceptance of or continuing in any office, employment or position in addition to that of their office as a Director.

114.2 115.2 Provisions relating to authorisation

• (a) Any authorisation under Article 115.1114.1 (Power to authorise) shall be effective only if:
  • (i) the Relevant Situation arose on or after 1 October 2008 (or such other date when section 175, 2006 Act came into force);
• (ii) any requirement as to the quorum at any meeting of the Directors at which the matter is considered is met without counting either the Conflicted Director or any other interested Director; and
• (iii) the matter or situation was agreed to and any relevant resolution was passed without counting the votes of the Conflicted Director and without counting the votes of any other interested Director (or such matter would have been so agreed and such relevant resolution would have been so passed if their votes had not been counted); and
• (iv) the Conflicted Director has disclosed in writing all material particulars of the matter, office, employment or position which relates to the Relevant Situation which could reasonably be expected to influence the decision of the Independent Directors as to whether to authorise such matter, office, employment or position which relates to the Relevant Situation and the continuing performance of the Conflicted Director of their duties and/or the terms of such authorisation.
• (b) Subject to the provisions of paragraph (a) any request for authorisation received from a Conflicted Director may be dealt with and resolved upon by the Independent Directors in such manner as any other matter may be considered and resolved upon by the Directors in accordance with these Articles.
• (c) Any authorisation made in accordance with this Article 115114 may be made on such terms and subject to such limitations as the Independent Directors may, in their absolute discretion determine and such terms and limitations may be imposed at the time of or after the authorisation and may be subsequently varied or terminated.

114.3 115.3 Confidential information, absenting from Board meetings and receipt of Board papers etc

If a matter, office, employment or position relating to a Relevant Situation is authorised by the Independent Directors in accordance with the provisions of this Article 115114, the Conflicted Director (for long as they reasonably believe such Relevant Situation subsists):

(a) shall not be required to disclose to the Company (including the Board or any committee of it) any confidential information relating to such matter, office, employment or position which they obtain or have obtained otherwise than in their capacity as a Director, if to make such disclosure would give rise to a breach of duty or breach of obligation of confidence owed by such member to another person in relation to such matter, office, employment or position;

• (b) shall be entitled to absent themselves from all or any meetings of the Board (or any committee of it) at which anything relating to such matter, office, employment or position will or may be discussed; and
• (c) shall be entitled to make such arrangements as they think fit not to receive documents or information (including, without limitation, Board papers (or those of any committee of it)) relating to any such matter, office, employment or position and/or for such documents or information to be received and read by a professional adviser on their behalf,

and in so doing, such Conflicted Director shall not be in breach of any general duty they owe to the Company pursuant to sections 171 to 177 (inclusive), 2006 Act and the provisions of this Article 115.3114.3 shall be without prejudice to any equitable principle or rule of law which may excuse the Conflicted Director from disclosing information or attending meetings or receiving documents or information, in circumstances where such disclosure, attendance or receipt would otherwise be required under these Articles.

114.4 115.4 Exceptions to requirement for authorisation

It shall not be necessary for a Director to seek any authorisation under this Article 115114 if:

• (a) the Relevant Situation cannot reasonably be regarded as likely to give rise to a conflict of interest;
• (b) the conflict of interest arises in relation to a proposed or existing transaction or arrangement with the Company in which the Conflicted Director is in any way, directly or indirectly, interested; or
• (c) the provisions of Chapter 4, Part 10, 2006 Act apply to the Relevant Situation and approval is either given in accordance with the relevant provision(s) of that Chapter or any such approval is not required (as determined in accordance with the relevant provision of that Chapter).

115. 116. Director may have interests

Provided they have disclosed to the Board the nature and extent of their interest in accordance with Article 117116 (Disclosure of interests to Board), a Director, notwithstanding their office:

• (a) may be a party to, or otherwise interested in any contract, arrangement, transaction or proposal with the Company or in which the Company is otherwise interested, either in regard to their tenure of any office or place of profit or as vendor, purchaser or otherwise;
• (b) may hold any other office or place of profit under the Company (except that of auditor or of auditor of a subsidiary of the Company) in addition to the office of Director and may act by

themselves or through their firm in a professional capacity for the Company and in any such case on such terms as to remuneration and otherwise as the Remuneration Committee may arrange either in addition to or in lieu of any remuneration provided for by any other Article;

• (c) may be a member of or a Director or other officer of, or employed by, or a party to any transaction or arrangement with or otherwise interested in, any body corporate promoted by or promoting the Company or in which the Company is otherwise interested or as regards which the Company has any powers of appointment;
• (d) shall not, by reason of their office, be liable to account to the Company for any dividend, profit, remuneration, superannuation payment or other benefit which they derive from:
  • (i) any matter, office, employment or position which relates to a Relevant Situation authorised in accordance with Article 115114 (Board authorisation of conflicts of interest); or
  • (ii) any office, employment, contract, arrangement, transaction or proposal or other interest permitted pursuant to paragraphs (a) to (c) (inclusive) of this Article 116115,

and no contract, arrangement, transaction or proposal shall be avoided on the grounds of any Director having any such interest or receiving any such dividend, profit, remuneration, superannuation, payment or other benefit authorised in accordance with Article 115114 (Board authorisation of conflicts of interest) or permitted pursuant to paragraphs (a) to (c) (inclusive) of this Article 116115 and the receipt of any such dividend, profit, remuneration, superannuation, payment or other benefit so authorised or permitted shall not constitute a breach of the duty not to accept benefits from third parties as set out in section 176, 2006 Act.

116. 117. Disclosure of interests to Board

116.1 117.1 Declaration of interest other than in relation to transactions or arrangements with the Company

A Director shall declare the nature and extent of their interest in a Relevant Situation to the other Directors and any such declaration shall be made in accordance with the provisions of Articles 117.4116.4 to 117.6116.6 (inclusive).

116.2 117.2 Declaration of interest in a proposed transaction or arrangement with the Company

If a Director is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company, they must declare the nature and extent of that interest to the other Directors and any such declaration shall be made in accordance with the provisions of Articles 117.4116.4 to 117.6116.6 (inclusive).

116.3 117.3 Declaration of interest in an existing transaction or arrangement with the Company

If a Director is in any way, directly or indirectly, interested in a transaction or arrangement which has already been entered into by the Company, they must declare the nature and extent of their interest to the other Directors (unless the interest has already been declared under Article 117.2116.2 (Declaration of interest in a proposed transaction or arrangement with the Company)) and any such declaration shall be made in accordance with the provisions of Articles 117.4116.4 to 117.6116.6 (inclusive).

116.4 117.4 Method of declarations of interest

• (a) The declaration of interest must (in the case of Article 117.3116.3 (Declaration of interest in an existing transaction or arrangement with the Company)) and may, but need not (in the case of Article 117.1116.1 (Declaration of interest other than in relation to transactions or arrangements with the Company) or Article 117.2116.2 (Declaration of interest in a proposed transaction or arrangement with the Company)), be made:
  • (i) at a meeting of the Directors, or
  • (ii) by notice to the Directors in accordance with:
    • (A) section 184, 2006 Act (notice in writing); or
    • (B) section 185, 2006 Act (general notice).
• (b) If any declaration of interest made pursuant to Articles 117.1116.1 to 117.3116.3 (inclusive) proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.

116.5 117.5 Timing of declarations of interest

• (a) Any declaration of interest required by Article 117.1116.1 (Declaration of interest other than in relation to transactions or arrangements with the Company) must be made as soon as is reasonably practicable. Failure to comply with this requirement does not affect the underlying duty to make the declaration of interest.
• (b) Any declaration of interest required by Article 117.2116.2 (Declaration of interest in a proposed transaction or arrangement with the Company) must be made before the Company enters into the transaction or arrangement.
• (c) Any declaration of interest required by Article 117.3116.3 (Declaration of interest in an existing transaction or arrangement with the Company) above must be made as soon as is reasonably practicable. Failure to comply with this

requirement does not affect the underlying duty to make the declaration of interest.

116.6 117.6 Exceptions to requirement for declaration of interest

No declaration of interest is required under this Article 117116:

• (a) in relation to an interest of which the Director is not aware, or where the Director is not aware of the transaction or arrangement in question. For this purpose, a Director is treated as being aware of matters of which they ought reasonably to be aware;
• (b) if the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;
• (c) if, or to the extent that, the other Directors are already aware of it (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware); or
• (d) if, or to the extent that, it concerns terms of their service contract that have been or are to be considered:
  • (i) by a meeting of the Directors; or
  • (ii) by a committee of the Directors appointed for the purpose under these Articles.

117. 118. Interested Director not to vote or count for quorum

Save as provided in this Article 118117, a Director shall not vote on or be counted in the quorum in relation to any resolution of the Board or of a committee of the Board concerning any transaction or arrangement with the Company in which they have an interest which may reasonably be regarded as likely to give rise to a conflict of interest, unless the resolution relates to one of the matters set out in the following sub-paragraphs in which case (subject to the terms of any authorisation granted pursuant to Article 115114 (Board authorisation of conflicts of interest)) they shall be entitled to vote and be counted in the quorum:

• (a) the giving to such Director of any guarantee, security or indemnity in respect of money lent or obligations incurred by them at the request of or for the benefit of the Company or any of its subsidiary undertakings;
• (b) the giving to a third party of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the Director has assumed responsibility in whole or in part either alone or jointly with others, under a guarantee or indemnity or by the giving of security;
• (c) where the Company or any of its subsidiary undertakings is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the

underwriting or sub-underwriting of which the Director is to participate;

• (d) relating to another company in which the Director and any persons connected with them do not to their knowledge hold an interest in shares (as that term is used in sections 820 to 825 (inclusive), 2006 Act) representing 1% or more of either any class of the equity share capital, or the voting rights, in such company;
• (e) relating to an arrangement for the benefit of the employees and Directors or former employees and Directors of the Company or any of its subsidiary undertakings which does not award them any privilege or benefit not generally awarded to the employees to whom such arrangement relates;
• (f) concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons including Directors;
• (g) the funding of expenditure by one or more Directors in defending proceedings against them or them or doing anything to enable such Director(s) to avoid incurring such expenditure provided that such funding is consistent with, or no more beneficial to them than the provisions of these Articles (and provided always such funding is permitted pursuant to the provisions of the Companies Acts); or
• (h) the giving of an indemnity or indemnities in favour of one or more Directors which is/are consistent with, or no more beneficial to them than any such indemnities provided pursuant to these Articles (and provided always such indemnities are permitted pursuant to the provisions of the Companies Acts).

118. 119. Director's interest in own appointment

A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of the Board concerning their own appointment (including fixing or varying the terms of their appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment or termination) of two or more Directors to offices or places of profit with the Company or any company in which the Company is interested, such proposals may be divided and a separate resolution considered in relation to each Director. In such case each of the Directors concerned (if not otherwise debarred from voting under these Articles) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning their own appointment.

119. 120. Chair's ruling conclusive on Director's interest

If any question arises at any meeting of the Board or any committee of the Board as to whether an interest of a Director (other than the Chair's interest) shall reasonably be regarded as likely to give rise to a conflict of interest or as to the entitlement of any Director (other than the Chair) to vote or be counted in a quorum and such question is not resolved by their voluntarily agreeing to abstain from voting or being counted in the quorum such question (unless the Director concerned is the Chair in which case Article 121120 (Director's resolution conclusive on Chair's interest) shall apply) shall before the conclusion of the meeting be referred to the Chair of the meeting. The Chair's ruling in relation to the Director concerned shall be final and conclusive except in a case where the nature or extent of the interest of the Director has not been fairly disclosed.

120. 121. Directors' resolution conclusive on Chair's interest

If any question arises at any meeting of the Board or any committee of the Board as to whether an interest of the Chair shall reasonably be regarded as likely to give rise to a conflict of interest or as to the entitlement of the Chair to vote or be counted in a quorum and such question is not resolved by their voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall before the conclusion of the meeting be decided by resolution of the Directors or committee members present at the meeting (excluding the Chair) whose majority vote shall be final and conclusive except in a case where the nature or extent of the interest of the Director has not been fairly disclosed.

121. 122. Alternate Directors

For the purposes of Articles 115114 to 121120 (inclusive), 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 otherwise has.

122. 123. Exercise by Company of voting powers

The Board may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner in all respects as it thinks fit (including the exercise thereof in favour of any resolution appointing the Directors or any of them Directors of such company, or voting or providing for the payment of remuneration to the Directors of such company).

T. The Seal

123. 124. Application of Seal

123.1 124.1 Use of seal

The Seal shall be used only by the authority of a resolution of the Board or of a committee of the Board so authorised. The Board may determine whether any instrument to which the Seal is affixed shall be signed and if it is to be signed who shall sign it. Unless otherwise so determined:

• (a) share certificates and, subject to the provisions of any instrument constituting them, certificates issued under the Seal in respect of any debentures or other securities but excluding letters of allotment or scrip certificates shall be executed by the Board but the Board may by resolution determine that any signatures may be affixed to or printed (including by means of a facsimile of the signature of any person to be applied by any mechanical or electronic means in place of that person's actual signature) on any such certificate by any means approved by the Board or that such certificates need not bear any signature; and
• (b) every other instrument to which the Seal is affixed shall be signed by a Director and the Secretary or by two Directors or by any other person appointed by the Board for the purpose.

123.2 124.2 Certificates

Every certificate shall be issued under the Seal or in such other manner as the Board having regard to the terms of issue, the Companies Acts and the regulations of the London Stock Exchange or the Financial Conduct Authority may authorise. All references in these Articles to the Seal shall be construed accordingly.

124. 125. Deed without sealing

A document signed by:

• (a) a Director and the Secretary; or
• (b) two Directors; or
• (c) a Director in the presence of a witness who attests their signature,

and expressed (in whatever form of words) to be executed by the Company as a deed shall have the same effect as if it were executed under the Seal, provided that no instrument shall be so signed which makes it clear on its face that it is intended by the person or persons making it not to have effect as a deed without the authority of a resolution of the Board or of a committee of the Board authorised in that behalf. An instrument or document which is executed by the Company as a deed shall not be deemed to be delivered by the Company solely as a result of it having been executed by the Company.

125. 126. Official seal for use abroad

Subject to the provisions of the Legislation, the Company may have an official seal for use in any place abroad and the Board may by an instrument executed by the Company appoint any agent or committee abroad to be the duly authorised agent or committee of the Company for the purpose of affixing and using such official seal and may impose such restrictions on the use thereon as it may think fit.

U. Secretary

126. 127. The Secretary

126.1 127.1 Board's power of appointment

Subject to the provisions of the Companies Acts, the Board shall appoint a Secretary or joint secretaries and shall have power to appoint one or more persons to be an assistant or deputy secretary at such remuneration and on such terms and conditions as it thinks fit and any Secretary so appointed may be removed by them but without prejudice to any claim for damages for breach of any contract of services between such member and the Company.

126.2 127.2 Limitations on person who may be appointed a secretary

No person shall be appointed to hold office as Secretary who is:

• (a) the sole Director of the Company; or
• (b) a corporation the sole Director of which is the sole Director of the Company; or
• (c) the sole Director of a corporation which is the sole Director of the Company.

126.3 127.3 Limitations where a Director is also a secretary

Any provision of the Companies Acts or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

V. Dividends and other payments

127. 128. Declaration of dividends

Subject to the provisions of the Companies Acts and of these Articles, the Company may by ordinary resolution declare that out of profits available for distribution dividends be paid to members according to their respective rights and interests in the profits of the Company available for distribution. However, no dividend shall exceed the amount recommended by the Board.

128. 129. Interim dividends

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

129. 130. Entitlement to dividends

129.1 130.1 Accrual of dividends

Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid pro rata according 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 issued on terms providing that it shall rank for dividend as from a particular date or be entitled to dividends declared after a particular date it shall rank for or be entitled to dividends accordingly.

129.2 130.2 Payment of dividends

All dividends and interest shall be paid (subject to any lien of the Company) to those members whose names shall be on the register at the date at which such dividend shall be declared or at the date at which such interest shall be payable respectively, or at such other date as the Company by ordinary resolution or the Board may determine, notwithstanding any subsequent transfer or transmission of shares.

129.3 130.3 Shares passing by transmission

The Board may pay the dividends or interest payable on shares in respect of which any person is by transmission entitled to be registered as holder to such person upon production of such certificate and evidence as would be required if such person desired to be registered as a member in respect of such shares.

130. 131. Calls or debts may be deducted from dividends

The Board may deduct from any dividend or other money payable to any member on or in respect of a share all such sums as may be due from such member either alone or jointly with another member to the Company on account of calls or otherwise in relation to the shares of the Company.

131. 132. Distribution in specie

The Board may with the authority of an ordinary resolution of the Company decide to pay or make a payment of any dividend declared or other distribution in whole or in part by the transfer of specific assets (including, without limitation, fully paid up shares or debentures of any other company or in any one or more of such ways) or by procuring the receipt by shareholders of such specific assets, and the Board shall give effect to such resolution. Where any difficulty arises in regard to a non-cash distribution, the Board may settle it as it thinks fit. In particular, the Board may:

• (a) issue fractional certificates or authorise any person to sell and transfer any fractions or disregard fractions altogether;
• (b) fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the value so fixed; and
• (c) vest any such assets in trustees on trust for the persons entitled to the dividend.

132. 133. Dividends not to bear interest

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

133. 134. Method of payment

133.1 134.1 General provisions

Any dividend, interest or other sum payable relating to a share can be paid by such method as the Directors decide. The Directors may decide to use different methods of payment for different members or group of members. Without limiting any other method of payment which the Directors may decide upon, the Directors may decide that payment can be made, wholly or partly:

• (a) by sending a cheque, warrant or money order and every such cheque, warrant or money order may be sent by post:
  • (i) to the registered address of the member or person entitled to it;
  • (ii) The Company may pay any dividend, interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant or money order (or in respect of any uncertificated share through the Uncertificated System) and may send it by post or other delivery service to the registered address of the member or person entitled to it (or ifin the case of joint holders (or of two or more persons are holders of the share or arebeing jointly entitled to it by reasona share as a result of the death or bankruptcy of the member or otherwise by operation of law), to the registered address of such of those persons as isthat person whose name stands first named in the Register; or
  • (iii) ) or to such person and such address as such member or person or persons may direct in writing. Every cheque, warrant or order is sent at the risk of the person entitled to the money represented by it and shall be made payable to the order of the person or persons entitled or, wheremay direct in writing, provided that an authority in that behalf shall havehas been received by the

Company in such form as the Company shall consider sufficient, to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant or order to the person entitled or the person specified in such authority shall be a good discharge to the Company. If ;

• (b) by bank transfer or by such other electronic means as the Board may decide to such account which is specified in writing by or on behalf of the member or all joint holders;
• (c) in respect of any uncertificated share, through the Uncertificated System in accordance with Article 133.3; or
• (d) by such other method of payments as the member (or all joint holders) and the Directors may agree.

In respect of any such dividend, interest or other sum payable in respect of a share, the Directors may decide, and notify the members that:

• (a) one or more of the means described above will be used for payment, and the member (or all joint holders) may elect to receive payment by one of the means so notified in the manner prescribed by the Directors;
• (b) one or more of such means will be used for payment unless the member (or all joint holders) elects for another means of payment in the manner prescribed by the Directors; or
• (c) one or more of such means will be used for the payment and members will not be able to elect to receive payment by any other means,

and for these purposes, the Directors can decide that different means of payment will apply to different members or groups of members.

Every cheque, warrant or order is sent at the risk of the person or persons entitled to the money represented by it. Payment of a cheque, warrant or order or transmission of funds through a bank or by such other electronic means as is permitted by these Articles shall be a good discharge of the Company.

any suchThe Company will not be responsible for a payment which is lost, stolen or delayed. Without prejudice to the generality of the preceding wording, if any cheque, warrant or order has or shall beis alleged to have been lost, stolen or destroyed, the Board may at the request of the person entitled to it issue a replacement cheque, warrant or order, (subject to compliance with such conditions as to evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request as the Board may think fit).

For joint holders or persons jointly entitled to shares by law, payment can be made to the member whose name stands first in the register. Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other moneys payable in respect of such share. Any such dividend, interest or other sum may also be paid by any other method as the Board considers appropriate.

If the payment is made on behalf of the Company through the Uncertificated System, the Company shall not be responsible for any default in accounting for such payment to the member or other person entitled to such payment by a bank or other financial intermediary of which the member or other person is a customer for settlement purposes in connection with the Uncertificated System.

133.2 134.2 Payment in currencies other than sterling

The Board may, at its discretion, make provisions to enable such member as the Board shall from time to time determine to receive dividends duly declared in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such market rate selected by the Board as it shall consider appropriate at the close of business in London on the date which is the business day last preceding:

• (a) in the case of a dividend to be declared by the Company in General Meeting, the date on which the Board publicly announces its intention to recommend that specific dividend; and
• (b) in the case of any other dividend, the date on which the Board publicly announces its intention to pay that specific dividend, provided that where the Board considers the circumstances to be appropriate it shall determine such foreign currency equivalent by reference to such market rate or rates or the mean of such market rates prevailing at such time or times or on such other date or dates, in each case falling before the time of the relevant announcement, as the Board may select.

133.3 134.3 Payments through the Uncertificated System

The Board may:

• (a) lay down procedures for making any payments in respect of uncertificated shares through the Uncertificated System;
• (b) allow any holder of uncertificated shares to elect to receive or not to receive any such payment through the Uncertificated System; and
• (c) lay down procedures to enable any such holder to make, vary or revoke any such election.

The Company may make, or procure the making of, any payment in respect of a member's uncertificated shares through the Uncertificated System in accordance with any authority given to the Company to do so (whether in writing, through the Uncertificated System or otherwise) by or on behalf of the member in a form satisfactory to the Board. The making of such payment in accordance with such authority shall be a good discharge to the Company.

134. 135. Uncashed dividends

If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled thereto by post are returned to the Company undelivered or left uncashed on 2 consecutive occasions the Company shall not be obliged to send any further dividends or other moneys payable in respect of that share due to that person until they notify the Company of an address to be used for the purpose.

The Company may cease to send any dividend payments or other sums payable in respect of a share through the post, or using any other method of payment (including payment by means of a relevant system) if, on two consecutive occasions:

• (a) the payment sent through the post has been returned undelivered or remains uncashed during the period for which it is valid; or
• (b) the payment by any other method has failed.

The Company must recommence dividend payments or other sums payable in respect of that share, if the person entitled to such payment notifies the Company of an address or, where the payment is to be made by a funds transfer system, details of the account, to be used for the purpose.

135. 136. Unclaimed dividends

All dividends, interest or other sum payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof.

All dividends unclaimed for a period of 6 years after having become due for payment shall (if the Board so resolves) be forfeited and shall revert to the Company. The Company shall not be liable in any respect, nor be required to account to the relevant member or person entitled by reason of the death or bankruptcy of the member or otherwise by operation of law to such dividends or other moneys and the Company shall be entitled to use such dividends for the Company's benefit in any manner that the Directors from time to time may think fit.

Such dividend, interest or other sum payable shall be treated as unclaimed for the purposes of these Articles in the event that:

(a) a payee does not specify an address, or does not specify a bank account, or other details necessary in order to make a payment of a dividend or other sum payable on or in respect of a share by the means by which the Directors have decided in accordance with these Articles that a payment is to be made, or by which a payee has elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election; or

(b) a payment cannot be made by the Company using the details provided by the payee.

If the Company sells shares in accordance with Article 72 any dividend or other sum that has not been cashed or claimed by a member (or person entitled by reason of the death or bankruptcy of the member or otherwise by operation of law) to such dividends or sums shall be forfeited and shall revert to the Company when such shares are sold. The Company shall be entitled to use such uncashed or unclaimed dividends or other sum for the Company's benefit in any manner that the Directors may from time to time think fit.

136. 137. Waiver of dividends

The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the member (or the person entitled to the share in consequence of the death, bankruptcy or mental disorder of the holder or otherwise by operation of law) and delivered to the Company and only if or to the extent that the same is accepted as such or acted upon by the Company.

137. 138. Payment of scrip dividends

137.1 138.1 Authority to pay scrip dividends

The Board may subject to such conditions as the Board may determine and provided that the Company has sufficient undistributed profits or reserves to give effect to it, offer to any holders of Ordinary Shares the right to elect to receive Ordinary Shares credited as fully paid, in whole or in part instead of cash in respect of the whole or some part (to be determined by the Board) of any dividend. Such Ordinary shares shall not be allotted by the Board without the prior authority of an ordinary resolution of the Company and the following provisions shall apply:

• (a) the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not be longer than three years following the date of the meeting at which such resolution is passed;
• (b) the entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall, unless the Board otherwise determines, be as nearly as possible equal to the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose "relevant value" shall be calculated by reference to the average of the middle market quotations for the Ordinary Shares on the London Stock Exchange, as derived from the Daily Official List, for the day

on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount and in giving such a certificate or report the Auditors may rely on advice or information from such brokers or other sources of information as they think fit;

• (c) no fractions of a share shall be allotted and the Directors may make such provision as they think fit for dealing with the case of shares otherwise becoming distributable in fractions including provisions whereby, in whole or in part, the benefit of the fractional entitlements accrues to the Company rather than to the members concerned;
• (d) the Directors may specify a minimum number of Ordinary Shares in respect of which the right of election may be exercised;
• (e) the Board shall, after determining the basis of allotment, notify the holders of Ordinary Shares in writing of the right of election offered to them and specify the procedure to be followed and place at which and the latest time by which (being at least 21 clear days after the despatch of the notice) elections must be lodged in order to be effective. A form of election lodged in respect of a particular dividend in relation to which the Directors have announced their intention to offer elections may not be revoked as regards the said dividend unless prior to the latest time specified by the Directors for lodgement of elections in respect of the said dividend written notice of revocation is lodged at the place specified by the Directors as aforesaid;
• (f) the Board may exclude from any offer or impose any restrictions on any holders of Ordinary Shares or any Ordinary Shares on which dividends are payable in foreign currency as they think necessary or desirable where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that such exclusions or restrictions are necessary or expedient;
• (g) the Board may determine that every duly effected election in respect of any Ordinary Shares shall be binding on every successor in title to their holder;
• (h) the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which an election has been duly made ("the elected Ordinary Shares") and instead additional Ordinary Shares shall be allotted to the holders of the elected

Ordinary Shares on the basis of allotment determined as aforesaid. For such purpose the Board may capitalise out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of new Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis. A Board resolution capitalising any part of such reserve or fund or profits shall have the same effect as if such capitalisation had been declared by ordinary resolution of the Company in accordance with Article 140139 (Capitalisation of reserves) and in relation to any such capitalisation the Board may exercise all the powers conferred on them by Article 140139 (Capitalisation of reserves) without need of such ordinary resolution;

• (i) the additional Ordinary Shares so allotted shall rank pari passu in all respects with each other and with the fully paid Ordinary Shares in issue on the record date for the dividend in respect of which the right of election has been offered except that they will not rank for any dividend or other distribution or other entitlement (including the relevant dividend and the share election in lieu of such dividend) which has been declared, paid or made by reference to such record date or any earlier record date;
• (j) the Board may terminate, suspend or amend any offer of the right to elect to receive Ordinary Shares in lieu of any cash dividend at any time (whether temporarily or otherwise) and shall not proceed with any election unless the Company has sufficient new shares authorised for issue and sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined; and
• (k) in relation to any particular proposed dividend, the Directors may in their absolute discretion resolve and shall so resolve if the Company has insufficient reserves or otherwise does not have the necessary authorities or approvals to issue new ordinary shares:
  • (i) that members shall not be entitled to make any election to receive shares in place of a cash dividend and that any election previously made shall not extend to such dividend; or
  • (ii) at any time prior to the allotment of the ordinary shares which would otherwise be allotted in lieu of that

dividend, that all elections to take shares shall be treated as not applying to that dividend,

and, if so, the dividend shall be paid in cash as if no elections had been made in respect of it.

137.2 138.2 Election mandates

The Board may also from time to time establish or vary a procedure for election mandates, under which a holder of Ordinary Shares may elect to receive Ordinary Shares credited as fully paid instead of cash in respect of all or certain future rights offered to that holder under this Article 138137 until the election mandate is revoked in accordance with any such procedure.

137.3 138.3 Listing of shares

The Company shall apply to the appropriate Recognised Investment Exchange for the additional Ordinary Shares so allotted to be admitted to dealing.

137.4 138.4 Directors' powers

The Directors shall have power to do all acts and things as they consider necessary or expedient to give effect to this Article 137.

138.

138. 139. Reserves

The Board may, before recommending any dividend (whether preferential or otherwise) carry to reserves out of the profits of the Company such sums as it thinks fit. All sums standing to reserves may be applied from time to time, at the discretion of the Board, for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested in such investments as the Board thinks fit and so that it shall not be necessary to keep any investment constituting the reserve separate or distinct from any other investment of the Company. The Board may divide the reserve into such special funds as it thinks fit and may consolidate into one fund any special fund or any part of any special fund into which the reserve may have been divided as it thinks fit. Any sum which the Board may carry to reserve out of the unrealised profit of the Company shall not be mixed with any reserve to which profits available for distribution have been carried. The Board may also, without placing the same to reserve, carry forward any profit which it may think prudent not to distribute.

139. 140. Capitalisation of reserves

• (a) The Board may with the authority of an ordinary resolution of the Company:
  • (i) subject as provided in this Article 140139, resolve to capitalise any 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 fund of the Company which is available for distribution or standing to the credit of share premium account or capital redemption reserve or other undistributable reserve;

• (ii) appropriate the sum resolved to be capitalised on the date specified in the resolution to the holders of Ordinary Shares in proportion to the nominal amount of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amount, if any, for the time being unpaid on any share held by them respectively or in paying up in full shares or debentures of the Company of a nominal amount equal to that sum and allot the shares or debentures credited as fully paid to those holders of Ordinary Shares or as they may direct in those proportions or partly in one way and partly in the other provided that:
  • (A) the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article 140139, only be applied in paying up shares to be allotted to holders of Ordinary Shares credited as fully paid; and
  • (B) in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time is not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it;
• (iii) resolve that any shares so allotted to any member in respect of a holding by such member of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends;
• (iv) make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the

benefit of it to the Company rather than to the holders of Ordinary Shares concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions;

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

(any agreement made under such authority being effective and binding on all such holders); and

• (vi) generally do all acts and things required to give effect to such resolution.
• (b) For the purposes of this Article 140139, unless the ordinary resolution passed in accordance with this Article 140139 provides otherwise, if the Company holds treasury shares, it shall be treated as an entitled member and all Ordinary Shares held by it as treasury shares shall be included in determining the proportions in which a capitalised sum is set aside.
• (c) Where, pursuant to an employees' share scheme (within the meaning of section 1166, 2006 Act) the Company has granted options to subscribe for shares on terms which provide (inter alia) for adjustments to the subscription price payable on the exercise of such options or to the number of shares to be allotted upon such exercise in the event of any increase or reduction in or other reorganisation of the Company's issued share capital and an otherwise appropriate adjustment would result in the subscription price for any share being less than its nominal value, then the Directors may, on the exercise of any of the options concerned and payment of the subscription price which would have applied had such adjustment been made, capitalise any such profits or other sum as is mentioned in paragraph (a)(i) above to the extent necessary to pay up the unpaid balance of the nominal value of the shares which fall to be allotted on the exercise of such options and apply such amount in paying up such balance and allot shares fully paid accordingly. The provisions of paragraph (a)(i) to (vi) above shall apply with the necessary alterations to this paragraph (but

as if the authority of an ordinary resolution of the Company were not required).

140. 141. Record dates

Notwithstanding any other provision of these Articles but subject always to the Companies Acts and without prejudice to the rights attached to any shares, the Company or the Board may fix any date ("the record date") as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be on or at any time within 6 months before any date on which such dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, paid or made but without prejudice to the rights inter se in respect of the same of transfers and transferees of any such shares or other securities. In the absence of a record date being fixed, entitlement to any dividend, distribution, allotment or issue shall be determined by reference to the date on which the dividend is declared or the distribution, allotment or issue is made.

W. Accounts

141. 142. Accounting records

The Board shall cause accounting records to be kept in accordance with the Legislation and shall keep such other books and registers as are necessary to comply with the Legislation.

142. 143. Inspection of records

The accounting records shall be kept at the Office or (subject to the Legislation) at such other place in the United Kingdom as the Board thinks fit. No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless they are authorised to do so by statute, by order of the Court, by the Board or by ordinary resolution of the Company. Such records shall always be open for inspection by officers of the Company.

143. 144. Accounts to be sent to members

• 143.1 144.1 Except as provided in Article 145 (Summary financial statements144 (Strategic report and supplementary material), and except as provided in section 423(2), 2006 Act and subject to Article 150.7149.7 (Joint holders) a copy of the Directors' and Auditors reports accompanied by copies of the annual accounts (including every document required by law to be comprised in them or annexed or attached to them) shall not less than 21 clear days before the meeting before which they are to be laid, be delivered or sent or supplied to:
  • (a) every member; and
  • (b) every holder of debentures of the Company; and
• (c) the auditors; and
• (d) every other person who is entitled to receive notice of General Meetings,

and shall be sent or supplied in any manner in which documents or information may be sent or supplied by the Company to a member in accordance with these Articles.

• 143.2 144.2 Any member to whom such documents are sent or supplied shall be entitled to receive a further copy, free of charge, on application at the Office.
• 143.3 144.3 If all or any of the shares in or debentures of the Company are listed or dealt in on any stock exchange, there shall at the same time be forwarded such number of copies of each of those documents to such persons as the regulations of that stock exchange may from time to time require.
• 143.4 144.4 Subject to, and in accordance with, the provisions of section 430, 2006 Act, the Company shall make available on a website its annual accounts and reports (as defined in section 471, 2006 Act) and ensure that they remain so available until the annual accounts and reports for the Company's next following financial year are made available on a website in accordance with this Article 144143.

145. Summary financial statements

144. Strategic report and supplementary material

The Company may, in accordance with sections 426 to 429 (inclusive), 2006 Act (to the extent applicable to the Company) and any regulations made under it, send or supply a summary financial statementcopy of the strategic report together with the supplementary material described in section 426A, 2006 Act to any member instead of or in addition to the documents referred to in Article 144143 (Accounts to be sent to members). Where it does so, the statementstrategic report and supplementary material shall be sent or supplied to the member not less than 21 clear days before the meeting before which those documents are to be laid.

X. Destruction and authentication of documents

145. 146. Destruction of documents

145.1 146.1 Documents which may be destroyed

The Company may destroy:

• (a) any instrument of transfer after 6 years from the date on which it is registered;
• (b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address after 2 years from the date on which it is recorded;
• (c) any registered certificate for debentures or representing any other form of securities after one year from the date on which it is cancelled;
• (d) any other document on the basis of which any entry in the Register is made after 6 years from the date on which an entry was first made in the Register in respect of it;
• (e) all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual payment thereof; and
• (f) all instruments of proxy which have been used for the purpose of a poll at any time after the expiration of two years from the date of such use (or such longer period to enable the Company to comply with the provisions of section 353, 2006 Act, if applicable) and all instruments of proxy 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 instrument of proxy relates and at which no poll was demanded,

provided that the Company may destroy any such type of document after such shorter period as the Board may determine if a copy of such document is retained on microfilm or other similar means which shall not be destroyed before the expiration of the relevant period and provided that adequate precautions against falsification and to share reproduction are taken.

145.2 146.2 Presumption in respect of destroyed documents

It shall be conclusively presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was a valid and effective certificate duly cancelled, that every other document so destroyed had been properly dealt with in accordance with its terms and was valid and effective in accordance with the particulars in the records of the Company, provided that:

• (a) this Article 146145 shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant;
• (b) nothing in this Article 146145 shall be construed as imposing on the Company any liability in respect of the destruction of any such document or otherwise than as provided for in this Article 146145 which would not attach to the Company in the absence of this Article 146145; and

(c) references in this Article 146145 to the destruction of any document include references to the disposal of it in any manner.

146. 147. Authentication of documents

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

Y. Communications

147. 148. Method of communications

Any document or information required or authorised to be sent or supplied by the Company to any member or any person pursuant to these Articles or the Companies Acts may be sent or supplied in hard copy form, in electronic form, by means of a website or in any other way in which documents or information may be sent or supplied by or to the Company pursuant to the Companies Acts. The provisions of the 2006 Act which apply to sending or supplying a document or information required or authorised to be sent or supplied by the Companies Acts by making it available on a website shall, mutatis mutandis, apply to the sending or supplying of any document or information required or authorised to be sent by the Company's Articles by making it available on a website.

148. 149. Communications by members to the Company

148.1 149.1 Communications by members to the Company in hard copy form

A document or information is validly sent or supplied by a member to the Company in hard copy form if it is sent or supplied by hand or by post (in a prepaid envelope containing the document or information) in either case to:

(a) an address specified by the Company for the purpose;

• (b) the Office; or
• (c) an address to which any provision of the Companies Acts authorises the document or information to be sent or supplied.

148.2 149.2 Communications by members to the Company in electronic form

A document or information is validly sent or supplied by a member to the Company in electronic form if the Company has either agreed (generally or specifically) that the document or information may be sent or supplied in that form and has not revoked that agreement or the Company is deemed to have so agreed by a provision of the Companies Acts provided that, where the document or information is sent or supplied:

• (a) by electronic means, it must be sent or supplied to an address specified for the purpose by the Company (generally or specifically) or deemed by a provision of the Companies Acts to have been specified; or
• (b) by hand or by post, it must be sent or supplied to an address to which it could be validly sent if it were in hard copy form (and, if by post it must be in a prepaid envelope containing the document or information).

148.3 149.3 Communications by members to the Company by other means

A document or information that is sent or supplied by a member to the Company otherwise than in hard copy form or electronic form is validly sent or supplied if done so in a form or manner that has been agreed by the Company.

149. 150. Communication by the Company to members

149.1 150.1 Communications by the Company to members in hard copy form

A document or information is validly sent or supplied by the Company to a member in hard copy form if it is:

• (a) handed to the member; or
• (b) sent or supplied by hand or by post (in a prepaid envelope containing the document or information):
  • (i) to an address specified for the purpose by the member;
  • (ii) to their address as shown in the Register; or
  • (iii) to an address to which any provision of the Companies Acts authorises the document or information to be sent or supplied,

provided that where the Company is unable to obtain an address falling within Article 150.1149.1(b), the document or information may be sent or supplied to the member's last address known to the Company.

149.2 150.2 Communications by the Company to members in electronic form

A document or information is validly sent or supplied by the Company to a member in electronic form if such member has agreed (generally or specifically) that the document or information may be sent or supplied in that form and has not revoked that agreement (or, being a company, is deemed to have so agreed by a provision in the Companies Acts), provided that where such document or information is sent or supplied:

• (a) by hand or by post (in which case it must be in a prepaid envelope containing the document or information), it must be:
  • (i) handed to the member; or
  • (ii) sent or supplied to an address to which it could be validly sent if it were in hard copy form; or
• (b) by electronic means, it must be sent or supplied to an address specified for the purpose by the member (generally or specifically) (or, being a company, is deemed to have been so specified by a provision of the Companies Acts).

149.3 150.3 Communications by the Company to members by means of a website

A document or information is validly sent or supplied by the Company to a member if it is made available on a website, provided that the member has been asked individually by the Company to agree that the Company may send or supply documents or information generally, or the documents or information in question, to such member by means of a website and the Company has not received a response within the period of 28 days beginning with the date in which the Company's request was sent out (provided that such request by the Company stated clearly what the effect of failure to respond would be and was not sent out less than 12 months after any previous request by the Company to such member in respect of the same or a similar class of documents or information), and provided always that such document or information is made available in a form and by a means that the Company reasonably considers will enable the recipient to read it (as construed in accordance with paragraph 12 of part 4 of Schedule 5 to the 2006 Act) and retain a copy of it.

149.4 150.4 Notification of availability on website

Where (to the extent permitted by these Articles, the Legislation or otherwise) the Company sends or supplies a document or information to a member by making it available on a website, it must notify the intended recipient of:

• (a) the presence of the document or information on the website;
• (b) the address of the website;
• (c) the place on the website where it may be accessed; and

(d) how to access the document or information,

and must make the document or information available on the website throughout the period specified by any applicable provision of the Legislation, or, if no such provision is specified, the period of 28 days beginning with the date on which the notification is sent to the person in question. This Article 150.4149.4 must be read in conjunction with Article 44.544.5 (Publication of notice of meeting on website) with regard to notices of General Meetings. Any failure to make a document or information available on a website throughout the period referred to in this Article 150149 shall be disregarded if it is made available on the website for part of that period and the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable to have expected the Company to prevent or avoid.

149.5 150.5 Communications by the Company by other means

A document or information sent or supplied by the Company otherwise than in hard copy form, electronic form or by means of a website is validly sent or supplied if done so in a form or manner that has been agreed by the intended recipient.

149.6 150.6 Right to hard copy version

Where a member of the Company (or a holder of the Company's debentures) has received a document or information from the Company, otherwise than in hard copy form, they shall be entitled to require the Company to send such member a version of the document or information in hard copy form free of charge within 21 days of receipt of the request from the member or debenture holder.

149.7 150.7 Joint holders

In the case of joint holders of a share, documents or information shall be sent or supplied to the joint holder whose name stands first in the Register in respect of the joint holding. Documents or information so sent or supplied shall be sufficient service of such document or information on all the joint holders. The agreement of the first named holder that documents or information may be sent or supplied in electronic form or by being made available on a website shall be binding on all the joint holders.

149.8 150.8 Members outside the UK

Where a member (or in the case of joint holders the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which documents or information may be sent or supplied to such member or of an electronic address to which documents or information may be sent or supplied using electronic means, they shall, subject to the provisions of these Articles and the Companies Acts, be entitled to have documents or information sent or supplied to such

member at that address, but otherwise no such member shall be entitled to receive any document or information from the Company.

149.9 150.9 Undelivered documents or information

• (a) If, on at least two consecutive occasions, the Company has attempted to send any document or information by electronic means to an electronic address specified (or deemed specified) for the purpose and a delivery failure (or other similar) notification has been received by the Company, the Company thereafter shall send documents or information in hard copy form or electronic form (but not by electronic means) to such member at their registered address or address for service within the United Kingdom (whether by hand, by post or by leaving it or them at such address), in which case the provisions of paragraph (b) shall apply.
• (b) If on three consecutive occasions documents or information have been sent or supplied to any member at their registered address or address for the service of such documents or information in the United Kingdom (whether by hand, by post or leaving it or them at such address) but have been returned undelivered, such member shall not thereafter be entitled to receive any documents or information from the Company until they shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of documents or information or an electronic address to which documents or information may be sent or supplied using electronic means.

149.10 150.10 Record date

Any document or information to be sent or supplied to a member may be sent or supplied by reference to the Register as it stands at any time within the period of 15 days before the document or information is sent or supplied (subject to the Uncertificated Regulations if the Company is then a participating issuer for the purposes of the Uncertificated Regulations) and no change in the Register after that time shall invalidate the sending or supplying of the document or information.

149.11 150.11 Right to send or supply hard copy versions

The Company may at any time and at its sole discretion choose to send or supply documents and information only in hard copy form to some or all members.

150. 151. Death, bankruptcy or mental disorder

The Company may, on receipt of such evidence as the Board may reasonably require to show title to that share, send or supply any document or information to the person entitled to a share in consequence of the death, bankruptcy or mental disorder of a member or otherwise by operation of law, by sending or supplying it in any manner authorised by these Articles for the sending or supplying of any document or information to a member, addressed to that person by name, or by the title of representative(s) of the deceased or trustee of the bankrupt or representative(s) by operation of law or by any like description at the address (if any) within the United Kingdom or, if relevant, any electronic address supplied for the purpose by the person claiming to be so entitled. Until such an address has been so supplied a document or information may be sent or supplied in any manner in which it might have been sent or supplied if the death, bankruptcy, mental disorder, operation of law or other event had not occurred. Such service of a document or information shall for all purposes be deemed a sufficient service of such document or information on all persons interested in the share. Any reference to the bankruptcy of a person in this Article 151150 shall be construed in accordance with the provisions of paragraph 17 of Part 6 of Schedule 5 to the 2006 Act.

151. 152. Evidence of service

151.1 152.1 Present at meeting

Any member present, in person or by proxy at any meeting of the Company or of the holders of any class of shares of the Company, shall be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was called.

151.2 152.2 Deemed delivery of documents and information

• (a) Any document or information, addressed to a member (or other person to whom such document or information is required or authorised to be sent pursuant to these Articles, the Companies Acts or otherwise) at their registered address or other address for service in the United Kingdom (or electronic address specified, as the case may be) shall:
  • (i) if hand delivered or left at a registered address or other address for service in the United Kingdom, be deemed to have been served or delivered on the day on which it was so delivered or left;
  • (ii) if sent or supplied by post (whether in hard copy form or in electronic form), be deemed to have been received at the expiration of 24 hours after the envelope was posted;
  • (iii) if sent or supplied by electronic means (other than by means of website), be deemed to have been received (if sent or supplied between the hours of 9 a.m. and 5 p.m. on a working day) at the time it was sent, or (if sent or supplied at any other time) at 9 a.m. on the next following working day; and
  • (iv) if sent or supplied by means of a website, be deemed to have been received when the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
• (b) In calculating a period of hours for the purpose of this Article 151.2, account shall be taken of any part of a day that is not a working day.
• (c) In proving such service or delivery it shall be sufficient to prove that:
  • (i) the envelope containing the document or information was properly addressed and put into the post as a prepaid letter; or
  • (ii) in the case of a document or information sent or supplied by electronic means, to prove that it was properly addressed and dispatched, provided that if the Company is aware that there has been delivery failure after at least two attempts it shall, within 48 hours of its first attempt to send the document or information by electronic means, send the document or information to such member at their registered address or address for service within the United Kingdom (by hand, by post or by leaving it or them at such address).
• (d) The deemed delivery provisions set out in paragraph (b) shall apply regardless of any such documents or information being returned undelivered and regardless of any delivery failure notification or "out of office" or other similar response and any such "out of office" or other similar response shall not be considered to be a delivery failure for the purposes of these Articles.
• (e) The Company shall not be held responsible for any failure in transmission beyond its reasonable control.

152. 153. Notice binding on transferees

Every person who, by operation of law, transfers or by any other means becomes entitled to a share shall be bound by any document or information in respect of that share (other than a notice given by the Company under section 793, 2006 Act) which, before their name is entered in the Register, has been duly sent or supplied to a person from whom they derives their title.

153. 154. Notice by advertisement

Any document or information to be sent or supplied by the Company to the members or any of them and not otherwise provided for by these Articles (not being a notice of General Meeting) shall be sufficiently sent or supplied if given by advertisement in at least one leading daily national newspaper published in the United Kingdom and, where the Company keeps an overseas branch register, in at least one leading daily newspaper published in the territory in which such register is maintained. Any document or information given by advertisement shall be deemed to have been served at noon on the day on which the advertisement first appears.

154. 155. Suspension of postal services

• (a) If at any time by reason of the threat of or the suspension, interruption or curtailment of postal services, the Company is or would be unable effectively to convene a General Meeting by notices sent through the post, the Board may decide that only persons to whom the notice of the affected General Meeting must be sent are: the Directors, the Auditors, those members to whom notice to convene the General Meeting can validly be sent by electronic means and those members to whom notification as to the availability of the notice of meeting on a website can validly be sent by electronic means. In such case the Company shall also advertise the General Meeting in at least one leading daily national newspaper (such notice to be deemed to have been duly served on all members entitled thereto at noon on the day on which the first of such advertisements appears).
• (b) In any such case, the Company shall send confirmatory copies of the notice (or, as the case may be, the notification of the website notice) by post to those members to whom notice (or notification) cannot be given by electronic means, if at least 7 days prior to the meeting the posting of notices to addresses again becomes practicable.

155. 156. Validation of documents in electronic form

• (a) Where a document is required under these Articles to be signed by a member or any other person, if the document is in electronic form, then in order to be valid the document must either:
  • (i) incorporate the electronic signature, or personal identification details (which may be details previously allocated by the Company), of that member or other person, in such form as the Directors may approve; or
  • (ii) be accompanied by such other evidence as the Directors may require in order to be satisfied that the document is genuine.
• (b) The Company may designate mechanisms for validating any such document and a document not validated by the use of any such mechanisms shall be deemed as having not been received by the Company. In the case of any document or information relating to a meeting, an instrument of proxy or invitation to appoint a proxy, any validation requirements shall be specified in the relevant notice of meeting in accordance with Articles 4444 and 6565.

156. 157. Savings

Nothing in Articles 148147 to 157156 (Communications) shall affect any requirements of the Companies Acts that any particular document or information be sent or supplied in any particular manner.

Z. Winding up

157. 158. Division of assets

157.1 158.1 Power to present a petition

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

158. 159. Transfer or sale under section 110 of the Insolvency Act 1986

A special resolution sanctioning a transfer or sale to another company duly passed pursuant to section 110 of the Insolvency Act 1986 may in the like manner authorise the distribution of any shares or other consideration receivable by the liquidator among the members otherwise than in accordance with their existing rights and any such determination shall be binding on all the members, subject to the right of dissent and consequential rights conferred by the said section.

AA. Indemnity, funds and insurance

159. 160. Indemnity

• (a) Subject to and to the fullest extent permitted by the Legislation (but without prejudice to any indemnity to which they may be otherwise entitled), every Director, former Director, alternate Director, Secretary or other officer of the Company or any associated company (other than an Auditor) may be fully indemnified out of the assets of the Company against all or any part of any costs, charges, losses, damages and liabilities (all or any of them being a "liability") incurred by them in relation to anything done, omitted or alleged to have been done by them in the actual or purported execution or discharge of their duties or exercise of their powers in relation to the Company or in connection with the Company's activities as trustee of any occupational pension scheme (as defined in section 235(6), 2006 Act), provided that no Director nor any Director of any associated company (which shall, for the purpose of this Article 160159, bear the meaning set out in section 256, 2006 Act) shall be indemnified against any liability incurred by them to the Company or any associated company in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or any associated company of which they are a Director or against any liability:
  • (i) of theirs to pay any fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with

any requirement of a regulatory nature (however arising); or

• (ii) incurred by them in defending criminal proceedings in which they are convicted, in defending civil proceedings brought by the Company (or any associated company) in which judgment is given against them or in connection with an application for relief under the provisions referred to in section 234(6), 2006 Act in which the court refuses to grant them relief (and for these purposes, a reference to a conviction, judgment or refusal of relief shall bear the meaning set out in sections 234(4) and 234(5), 2006 Act); or
• (iii) incurred by them in connection with the Company's or any associated company's activities as trustee of an occupational pension scheme and which is a liability:
  • (A) to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
  • (B) incurred in defending criminal proceedings in which they are convicted (within the meaning of section 235(5), 2006 Act).
• (b) For the purposes of this Article 160159, an associated company means any body corporate which is or was a subsidiary of the Company or in which the Company or any subsidiary of the Company is or was interested.

160. 161. Provision of funds

The Company shall (in each case, subject to and to the fullest extent permitted by the Legislation) provide every Director and every Director of the Company's parent undertaking or other officer of the Company (other than an Auditor) with funds to meet any expenditure incurred or to be incurred by such Director:

• (a) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by them in relation to the Company or any associated company;
• (b) in connection with an application for relief under the provisions referred to in section 205(5), 2006 Act; and/or
• (c) in defending themselves in an investigation by a regulatory authority or against any action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by them in relation to the Company or any associated company,

or do anything to enable such person to avoid incurring such expenditure, but so that the terms set out in sections 205(2) to (4), 2006 Act shall apply to any such provision of funds or other things done.

161. 162. Power to insure

The Board may purchase and maintain insurance at the expense of the Company for the benefit of any person who is or was at any time a Director or other officer or employee of the Company or of any other company which is a subsidiary, subsidiary undertaking or parent undertaking of the Company or in which the Company has an interest whether direct or indirect or which otherwise is in any way allied to or associated with the Company or of any subsidiary undertaking or parent undertaking of the Company or of any such company or who is or was at any time a trustee of any pension fund or employee benefits trust in which any employee of the Company or of any such other company or subsidiary undertaking is or has been interested in relation to any liability which may attach to them or loss or expenditure which they may incur in relation to anything done or alleged to have been done or omitted to be done as a Director, officer, employee or trustee.