TRAVERS SMITH, 10 Snow Hill London EC1A 2AL
T: +44 (0)20 7295 3000 | www.traverssmith.com

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

NEW ARTICLES OF ASSOCIATION

OF

RECORD PLC

COMPANY NUMBER: 01927640

Adopted by special resolution passed at the annual general meeting of the Company held on 4 August 2020.

4146-6706-1540/2/NWC/JLS

PRELIMINARY... 1
1. Exclusion of OTHER REGULATIONS... 1
2. Interpretation Article... 1
3. COMPANY INFORMATION... 5
4. Rights attached to new shares... 5
5. Provisions relating to shares... 5
6. Control of Directors over shares... 6
7. Underwriting commission and brokerage... 6

ALTERATION OF SHARE CAPITAL... 6
8. Alteration of share capital... 6
9. Fractions of shares... 7

VARIATION OF CLASS RIGHTS... 7
10. Rights of various classes may be varied... 7
11. issue of further shares... 8

SHARE CERTIFICATES... 8
12. Certificates... 8
13. Additional certificates... 8
14. Renewal of certificates... 9

HOLDERS OF, AND INTERESTS IN, SHARES... 9
15. Joint Holders of shares... 9
16. Trusts not recognised... 9
17. Disclosure of Interests in Shares... 10

UNCERTIFICATED SHARES... 12
18. Uncertificated Shares... 12

CALLS ON SHARES... 13
19. Calls on shares... 13
20. When call deemed to be made... 13
21. Differences in amounts paid on shares... 13
22. Interest on calls in arrear... 13
23. Instalments to be treated as calls... 13
24. Payment in advance of calls... 14

FORFEITURE OF SHARES AND LIEN... 14
25. Notice requiring payment of call or instalment... 14
26. What the notice is to state... 14
27. Forfeiture if notice not complied with... 14
28. Forfeited or surrendered shares the property of the Company... 14
29. Liability to pay calls after forfeiture or surrender... 15
30. Lien on partly paid shares... 15

Sale for lien... 16
Application of proceeds... 16
What necessary to give title to purchaser... 16

TRANSFER OF SHARES... 17
34. Right to transfer shares... 17
35. Transfer of certificated shares... 17
36. Transfers of uncertificated shares... 17
37. Power to refuse registration of transfers of certificated shares... 17
38. Power to refuse registration of transfers of uncertificated shares... 18
39. Other provisions on transfers... 18
40. Notice of refusal of transfer... 18
41. Register may be closed... 18

TRANSMISSION OF SHARES... 18
42. Persons recognised on death of Member... 18
43. Transmission... 18
44. Limitation of rights before registration... 19

UNTRACED MEMBERS... 19
45. Untraced Members... 19
46. Proceeds of sale... 20

GENERAL MEETINGS... 21
47. Annual general meetings... 21
48. Convening general meetings... 21
49. Business at meeting called by requisition... 21

NOTICE OF GENERAL MEETINGS... 21
50. Notice of general meeting... 21
51. Recipients of Notices... 21
52. Contents of notice... 22
53. Statement as to proxies in notice... 22
54. Omission to give notice... 22

PROCEEDINGS AT GENERAL MEETINGS... 22
55. Quorum... 22
56. Chair... 22
57. Adjournment of general meetings... 23
58. Adjournment with consent of meeting/by the Chair... 23
59. Notice of adjourned meeting... 23
60. FORM OF GENERAL MEETINGS... 24
61. Security arrangements at general meetings... 26
62. Voting at general meetings... 26
63. Amendments to resolutions... 27

Poll... 28
When poll taken without adjournment... 28
Effectiveness of special resolutions... 28

VOTES OF MEMBERS... 28

Votes of members... 28
By receiver or curator... 28
Persons whose calls are unpaid not entitled to vote... 29
Objection to the qualification of a vote... 29
Appointment of proxy... 29
Any person may act as proxy... 30
Delivery of proxy... 30
Votes by corporations... 31

DIRECTORS... 32

Number of Directors... 32
Director's share qualification... 32
Remuneration of Directors... 32
Repayment of expenses... 32
Payment for duties outside scope of ordinary duties... 33

POWERS AND DUTIES OF DIRECTORS... 33

Powers... 33
Pensions, etc... 33
Employees... 33
Subsidiaries... 34
Attorneys... 34
Seal for use abroad... 34
Overseas Branch Register... 34
Authorisation of signatures and acceptances... 34

DIRECTORS' INTERESTS... 35

Authorisation of Directors' conflicts of interest... 35
Directors may hold other offices... 36
Declarations of interest... 36
Acts of Directors valid although appointment defective... 38

VACATION OF OFFICE... 38

Disqualification... 38

RE-ELECTION OF DIRECTORS... 39

Directors to retire... 39
Election of Directors... 39
Notice of intention to propose a Director... 39
If vacancies not filled... 39

Power to fill casual vacancy... 39
Removal of a Director by the Company in general meeting... 40
ALTERNATE DIRECTORS... 40
Directors may appoint an alternate Director... 40
Responsibility of alternate Director... 41
LOCAL AND OTHER DIRECTORS... 41
Power to appoint local Directors... 41
PROCEEDINGS OF DIRECTORS... 41
Meetings and quorum... 41
Voting... 42
Restrictions on Directors voting and counting in the quorum... 42
Summoning meetings... 44
Directors may act notwithstanding vacancy... 44
Chair... 45
Decisions in writing signed by all the Directors... 45
Delegation to committees... 45
Acts valid although appointment defective... 45
EXECUTIVE DIRECTORS... 46
Power to appoint executive Directors... 46
Powers may be delegated... 46
PRESIDENT... 46
President... 46
SECRETARY... 46
Secretary... 46
Restriction on Powers of Director who holds Office as Secretary... 47
Authentication of Documents... 47
MINUTES... 47
Minutes to be made... 47
SEAL... 48
Seal and Sealing... 48
BORROWING POWERS AND DEBENTURES... 48
but shall not include:... 50
and so that:... 50
Bonds, debentures, etc. to be subject to control of Directors... 51
DIVIDENDS... 51
Payment of dividends... 51
Directors to recommend Company to declare dividend... 51
Dividends only out of profits... 51
Interim dividends... 52

Lien ... 52
Method of payment of dividends ... 52
Dividends not to bear interest ... 53
Distribution of assets in kind ... 53
Unclaimed dividends ... 54
RESERVE FUND ... 54
Reserve Fund ... 54
CAPITALISATION OF RESERVES ... 54
Capitalisation in relation to option adjustment ... 54
Capitalisation of Reserves ... 55
Appropriations by Directors ... 56
Scrip Dividends ... 56
ACCOUNTS ... 58
Inspection of accounting records ... 58
COMMUNICATION OF NOTICES AND OTHER DOCUMENTS ... 58
Communication of documents and information ... 58
TRANSMISSION OF SHARES ... 59
Suspension of postal service ... 59
Deemed receipt by attending member ... 59
ELECTRONIC COMMUNICATIONS ... 60
COMMUNICATION BY MEMBERS ... 61
Failure in communication ... 61
Failure to notify contact details ... 61
Communications by a relevant system ... 62
DESTRUCTION OF DOCUMENTS ... 62
Destruction of Documents ... 62
INDEMNITIES, INSURANCE AND FUNDING OF DEFENCE PROCEEDINGS ... 64
Indemnities, Insurance and Funding of Defence Proceedings ... 64
WINDING UP ... 65
Power of Directors to petition ... 65
Distribution of assets in winding up ... 65
Assets may be distributed in specie ... 65
SHAREHOLDER RIGHTS ... 65
NOMINATION NOTICES ... 65

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

NEW ARTICLES OF ASSOCIATION

RECORD PLC

(Adopted by special resolution passed at the annual general meeting of the Company held on 4 August 2020)

PRELIMINARY

EXCLUSION OF OTHER REGULATIONS

This document comprises the Articles of Association of the Company and no regulations set out in any statute or statutory instrument concerning companies shall apply as Articles of Association of the Company.

INTERPRETATION ARTICLE

2.1 In these Articles, if not inconsistent with the context, the following words shall have the following meanings:

the 2006 Act means the Companies Act 2006.

these Articles means these Articles of Association, as amended from time to time by special resolution.

the Auditors means the auditors of the Company for the time being.

Board means the board of directors of the Company or the Directors present at a duly convened meeting of the Directors at which a quorum is present.

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

the Chair means the Chair of the Company or (as the case may be) the Chair of a meeting of the Members.

clear days means in relation to a period of notice means that period excluding the day when the notice is deemed to be received (or, if earlier, received) and the day of the meeting.

company means includes any body corporate.

a Conflict 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 in relation to the exploitation of any property, information or opportunity and

regardless of whether the Company could take advantage of the property, information or opportunity itself, but excluding a situation which could not reasonably be regarded as likely to give rise to a conflict of interest.

the Directors means the directors of the Company for the time being.

Information Rights has the meaning given to such expression in section 146(3) of the 2006 Act.

an interest in shares means has the meaning given to it in sections 820 to 825 of the 2006 Act.

Member means a registered holder(s) of shares, whether in certificated or uncertificated form.

month means a calendar month.

Nomination Notice means a notice given by a Member to the Company that another person is entitled to enjoy Information Rights and to receive Shareholder Information which that Member is entitled to enjoy or to receive.

the office means the registered office of the Company from time to time.

officer means a Director, the Secretary or a manager of the Company, but not the Auditors.

the register means the register of Members required to be kept by the Company in accordance with the Statutes and shall, so long as the Regulations so permit or require, include so far as relevant a register of Members maintained by an operator of a relevant system.

the Regulations means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755).

relevant system means a computer based system, and procedures, enabling title to shares to be evidenced and transferred without a written instrument, as defined in the Regulations.

the seal means the common seal of the Company and, as appropriate, any official seal kept by the Company by virtue of the Statutes.

the Secretary means the secretary of the Company or, if there are joint secretaries, any of the joint secretaries, and includes an assistant, deputy or temporary secretary and any person appointed by the Directors to perform any of the duties of the Secretary of the Company.

share means a share in the capital of the Company, whether held in certificated or uncertificated form.

Shareholder Information means notices, documents or information which the Company wishes or is required to communicate to holders including, without limitation, annual

reports and accounts, interim financial statements, summary financial statements, notices of meetings and proxy forms.

the Statutes means the 2006 Act, every statutory modification or re-enactment of those acts for the time being in force and every other act or statutory instrument for the time being in force concerning limited companies and affecting the Company (including Part V of the Criminal Justice Act 1993, the Electronic Communications Act and the Regulations).

subsidiary means a subsidiary within the meaning contained in section 1159 of the 2006 Act.

subsidiary undertaking means a subsidiary undertaking within the meaning contained in section 1162 of the 2006 Act.

Uncertificated Proxy Instruction means a properly authenticated dematerialised instruction, and/or other instruction or notification, which is sent by means of the relevant system and received by such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system).

United Kingdom means Great Britain and Northern Ireland.

year means a calendar year.

2.2 In these Articles, if not consistent with the context:

2.2.1 references to any act being done (including a consent or approval being given, a determination being made or a discretion being exercised) by the Directors shall be construed as referring to the Directors acting by resolution duly passed at a meeting of the Directors, or otherwise passed as permitted by these Articles;

2.2.2 references to an uncertificated share or to a share (or to a holding of shares) being in, or held in, uncertificated form are references to that share being an uncertificated unit of a security (within the meaning of the Regulations) which is for the time being recorded in the register as being held in uncertificated form;

2.2.3 references to a certificated share or to a share (or to a holding of shares) being in, or held in, certificated form are references to that share being a certificated unit of a security (within the meaning of the Regulations);

2.2.4 references 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;

2.2.5 without prejudice to Article 2.2.17, references to "electronic means", "electronic form" and "hard copy" shall be construed in accordance with the 2006 Act;

2.2.6 references to an "address" in relation to a communication in electronic form includes any number or address used for the purpose of such communication;

2.2.7 any reference to a conflict of interest includes a conflict of interest and duty and a conflict of duties;

2.2.8 any notice, consent, approval or other document or information required to be given in writing may be given in writing in hard copy form or electronic form, save where expressly provided otherwise in these Articles or by the Statutes;

2.2.9 references to any notice, consent, approval or other document or information being "signed" or to a "signature" include references to its being executed under hand or under seal or by any other method and, in the case of any such communication in electronic form, includes references to its bearing an electronic signature or otherwise bearing the name of the sender;

2.2.10 references to a "recognised investment exchange" shall have the meaning attributed to it by section 285(1) of the Financial Services and Markets Act 2000;

2.2.11 a reference to a person being "connected" with another shall have the meaning attributed to it by section 252 of the 2006 Act;

2.2.12 words importing the masculine gender shall include the feminine gender and vice versa;

2.2.13 words importing the singular shall include the plural and vice versa;

2.2.14 references to persons shall include companies and unincorporated associations;

2.2.15 references to amounts being (or having been) paid in respect of a share shall (where the context permits) include references to amounts credited as paid;

2.2.16 references to any statute, statutory provision or statutory instrument shall be construed as relating to any statutory modification or re-enactment of it for the time being in force;

2.2.17 words or expressions which are not defined in these Articles but which are defined in the Statutes shall, if not inconsistent with the subject or context, bear the same meaning in these Articles (but excluding any modification of the Statutes not in force at the date of the adoption of these Articles); and

2.2.18 any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.3 In these Articles:

2.3.1 powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them;

2.3.2 no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and

2.3.3 except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.

COMPANY INFORMATION

3.1 The Company's registered office is to be situated in England and Wales.

3.2 The liability of the Members is limited to the amount, if any, unpaid on the shares in the Company held by them.

SHARE CAPITAL

RIGHTS ATTACHED TO NEW SHARES

Without prejudice to any special rights conferred on the holders of any existing shares or of any class of shares (which rights may only be varied or abrogated in accordance with Article 10), any shares in the Company may be issued with or have attached to them such rights or restrictions as the Company may from time to time determine by ordinary resolution or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Directors may determine. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these Articles.

PROVISIONS RELATING TO SHARES

5.1 Subject to the Statutes and to any rights conferred on the holders of any existing shares or of any class of shares, any shares may be issued on terms that they are to be redeemed, or may be redeemed at the option of the Company or the Member, on such terms and in such manner as these Articles may provide from time to time or on such terms and in such manner as may be determined by the Directors.

5.2 On any purchase by the Company of its own shares, neither the Company nor the Directors shall be required to select the shares to be purchased rateably or in any manner as between the holders of shares of the same class or as between them and the holders of

shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares.

5.3 Notwithstanding anything contained in these Articles, but subject to any rights specifically conferred on the holders of any class of shares from time to time, the rights attached to any class of shares shall be deemed not to be varied or abrogated by anything done by the Company pursuant to this Article 5.

5.4 The Company may not exercise any right in respect of treasury shares held by it, including any right to attend or vote at meetings, to demand a poll, to participate in any offer by the Company to shareholders or to receive any distribution (including in a winding-up), but without prejudice to its right to sell the treasury shares, to transfer the shares for the purposes of or pursuant to an employees' share scheme, to receive an allotment of shares as fully paid bonus shares in respect of the treasury shares or to receive any amount payable on redemption of any redeemable treasury shares.

6. CONTROL OF DIRECTORS OVER SHARES

6.1 The Directors may at any time after the allotment of any share but before any person has been entered in the register as the holder of it:

6.1.1 recognise a renunciation of that share by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation (and any such renunciation shall be deemed to be a transfer and the Directors shall have the same powers as if it were a transfer); and/or

6.1.2 allow the rights represented thereby to be participating securities in each case, upon and subject to such terms and conditions as the Directors may think fit.

7. UNDERWRITING COMMISSION AND BROKERAGE

7.1 The Company may exercise the power to pay commissions conferred by the Statutes to the full extent permitted by the Statutes and may, at the Directors' discretion, satisfy any obligation to pay commissions wholly or in part by the issue of shares credited as fully paid.

7.2 On any issue of shares the Company may also pay such brokerage as may be lawful.

ALTERATION OF SHARE CAPITAL

8. ALTERATION OF SHARE CAPITAL

8.1 The Company may by ordinary resolution alter its share capital in accordance with the 2006 Act.

8.2 A resolution to sub-divide shares may determine that, as between the holders of such shares resulting from the sub-division, any of them may have any preference or advantage, or deferred or other right, or be subject to any restriction as compared with the others.

FRACTIONS OF SHARES

If on any consolidation (or any consolidation and division) of shares, any Members would become entitled to any fractions of a share, the Directors may deal with the fractions in any manner they think fit. In particular, the Directors may, subject to the Statutes, sell all or any of such fractions and distribute the net proceeds of sale (subject to retention by the Company of amounts not exceeding £5, the cost of distribution of which would be disproportionate to the amounts involved) in due proportion among those Members entitled to such fractions. In giving effect to any such sales, the Directors may, subject to the Statutes, authorise some person to transfer the shares sold to the purchaser of those shares and the purchaser shall be registered as the holder of the shares comprised in any such transfer and shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

VARIATION OF CLASS RIGHTS

RIGHTS OF VARIOUS CLASSES MAY BE VARIED

10.1 If at any time there are different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Statutes conferring a right to object to variation (and whether or not the Company is being wound up), be varied or abrogated in such manner (if any) as is provided by those rights, or with the consent in writing of the holders of three quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class, but not otherwise.

10.2 To every such separate general meeting, the provisions of these Articles relating to general meetings shall, mutatis mutandis, apply but so that:

10.2.1 at every such separate general meeting, the quorum shall be two persons holding or representing by proxy at least one third of the issued shares of the class, provided that, if at any adjourned meeting of the holders of any class a quorum as so defined is not present, those holders who are present in person or by proxy shall form a quorum;

10.2.2 any holder of shares of the class in question present in person or by proxy may demand a poll; and

10.2.3 each holder of the shares of the class shall, on a poll, have one vote in respect of every share of the class held by him.

10.3 This Article 10 shall apply 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 special rights of which were to be varied or abrogated.

10.4 For the avoidance of doubt, the provisions of these Articles relating to general meetings shall apply, with necessary modifications, to any separate meeting of the holders of shares

of a class held otherwise than in connection with the variation or abrogation of the rights attached to shares of that class.

11. ISSUE OF FURTHER SHARES

The rights attached to any class of shares shall not (unless otherwise provided by the rights attached to the shares of that class) be deemed to be varied by the issue of further shares ranking in some or all respects pari passu with them (but in no respect in priority to them) or by the purchase or redemption by the Company of any of its own shares.

SHARE CERTIFICATES

12. CERTIFICATES

12.1 Every Member (except a person in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) shall be entitled without payment to one certificate in hard copy form for all the shares registered in his name or, if shares of more than one class are registered in his name, to a separate certificate for each class of shares so registered. Every certificate shall specify the number and class of shares in respect of which it is issued, the distinctive numbers, if any, of such shares and the nominal value of and amounts paid up on them respectively.

12.2 A certificate shall be delivered to a holder of certificated shares within two months after the allotment or, as the case may be, the lodging with the Company of the transfer, of the shares concerned. A certificate shall be delivered in accordance with, and in the time period permitted by, the Regulations to any holder of uncertificated shares following the change of those shares to certificated form.

12.3 Every certificate shall be executed by the Company in such manner as the Board, having regard to the Statutes and any regulatory requirements, may authorise (including if applicable bearing an imprint or representation of the seal). The Directors may determine that the signatures of one or more of the Directors or of the Secretary may be affixed to such certificates by mechanical or electronic means or may be printed on them, or that the certificate need not be signed by any person. No certificate shall be issued representing shares of more than one class.

12.4 Where some only of the shares comprised in a share certificate are transferred, the old certificate shall be cancelled and a new certificate for the balance of the shares issued in lieu without charge.

13. ADDITIONAL CERTIFICATES

Subject to Article 14:

13.1 if any Member requires additional certificates, he shall pay for each additional certificate such reasonable out-of-pocket expenses as the Directors determine;

13.2 if a Member holding two or more certificates in respect of his shareholding requires the cancellation of any of those certificates, and the issue of one or more replacement

certificates comprising different numbers of shares, he shall pay for each replacement certificate such reasonable out-of-pocket expenses as the Directors determine.

14. RENEWAL OF CERTIFICATES

If any certificate is defaced, worn-out, lost or destroyed, a new certificate shall be issued without charge (other than exceptional out-of-pocket expenses) and the person requiring the new certificate shall first surrender the defaced or worn-out certificate or give such evidence of the loss or destruction of the certificate and such indemnity to the Company as the Directors may determine.

HOLDERS OF, AND INTERESTS IN, SHARES

15. JOINT HOLDERS OF SHARES

15.1 Where two or more persons are registered as the holders of any share, they shall be deemed to hold the same as joint tenants with benefit of survivorship save that:

15.1.1 the maximum number of persons who may be registered as joint holders of any shares is four; and
15.1.2 the joint holders of any share shall be liable, severally as well as jointly, in respect of all payments which are to be made in respect of such share.

15.2 Any one of joint holders may give valid receipts for any dividend, bonus, return of capital or other money payable in respect of a share to the joint holders.
15.3 Only the person whose name stands first in the register as one of the joint holders of any share shall be entitled to delivery of the certificate relating to such share (if that share is held in certificated form), or to receive documents or information from the Company. Any document or information given or made available to such person shall be deemed to be given or made available to all the joint holders.
15.4 Any one of the joint holders of any share for the time being conferring a right to vote may vote either personally or by proxy at any meeting in respect of such share as if he were the sole holder, provided that if more than one of joint holders is present at any meeting, either personally or by proxy, the person whose name stands first in the register as one of such holders, and no other, shall be entitled to vote in respect of the share.
15.5 Anything to be agreed or specified by the holder of any share may, save where expressly stated otherwise in a document or information relating to the matter in question, be validly agreed or specified by the person whose name stands first in the register as one of the joint holders of any share. Schedule 5, Part 6, paragraph 16(2) of the 2006 Act shall apply accordingly.

16. TRUSTS NOT RECOGNISED

Save as required by statute or as provided in these Articles, the Company shall be entitled to treat the person whose name appears upon the register in respect of any share as the

absolute owner of that share, and shall not be under any obligation to recognise any trust or equity or equitable claim to, or partial interest in, such share, whether or not it shall have express or other notice of any such interest.

17. DISCLOSURE OF INTERESTS IN SHARES

17.1 In this Article 17, unless inconsistent with the context, the following words shall have the following meanings:

17.1.1 section 793 notice means a notice given by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 793 of the 2006 Act;

17.1.2 restrictions means one or more, as the case may be, of the restrictions referred to in Article 17.3;

17.1.3 interested means has the meaning ascribed to it by sections 820 to 825 of the 2006 Act and so that a person other than the Member holding a share shall be treated as appearing to be interested in the share if the Member has informed the Company that the person is, or may be, so interested, or if the Directors (after taking account of any information obtained from the Member or, pursuant to a section 793 notice, from any other person) know or have reasonable cause to believe that the person is, or may be, so interested;

17.1.4 market transfer means in relation to any share, a transfer pursuant to:

(a) a sale of the share on a recognised investment exchange or on any stock exchange outside the United Kingdom on which shares of that class are listed or normally traded;

(b) a sale of the whole beneficial interest in the share to a person whom the Directors are satisfied is unconnected with the existing holder or with any other person appearing to be interested in the share; or

17.2 If a Member or any person appearing to be interested in any share has been given a section 793 notice and, in respect of any share specified in the notice (a "default share"), has been in default for a period of 14 days after the section 793 notice has been given in supplying to the Company the information required by the notice, the restrictions referred to below shall apply. Those restrictions shall continue for such period as the Directors may specify, but shall end not more than seven days after the earlier of:

17.2.1 the Company being notified that the default shares have been sold pursuant to a market transfer; or

17.2.2 due compliance, to the satisfaction of the Directors, with the section 793 notice.

17.3 The restrictions referred to above are as follows:

17.3.1 if the default shares in which any one person is interested or appears to the Company to be interested represent less than 0.25 per cent. of the issued shares of the relevant class, the Member holding the default shares shall not be entitled, in respect of those shares, to attend or to vote, either personally, by representative or by proxy, either at any general meeting or at any separate general meeting of the holders of any class of shares or on any poll, or to exercise any other right conferred by membership in relation to any such meeting or poll;

17.3.2 if the default shares in which any one person is interested or appears to the Company to be interested represent at least 0.25 per cent. of the issued shares of the relevant class, the Member holding the default shares shall not be entitled, in respect of those shares:

(a) to attend or to vote, either personally, by representative or by proxy, either at any general meeting or at any separate general meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll;

(b) to receive any dividend (or elect to receive shares in respect of a dividend) or other distribution; or

17.4 The restrictions in Article 17.3.1 and Article 17.3.2 shall not prejudice the right of either the Member holding the default shares or, if different, any person having a power of sale over those shares to sell or agree to sell those shares under a market transfer.

17.5 If any dividend or other distribution is withheld under Article 17.3.2(b), the Member shall be entitled to receive it as soon as practicable after the restrictions cease to apply. The Member shall not be entitled to interest during the intervening period.

17.6 The Directors shall not be liable to any person as a result of having imposed restrictions or having failed to determine that such restrictions shall cease to apply if the Directors acted in good faith.

17.7 Shares issued in right of default shares in respect of which a Member is for the time being subject to restrictions under this Article shall on issue become subject to the same restrictions whilst held by that Member as the default shares in right of which they are issued. For this purpose, shares which the Company offers or procures to be offered to shareholders pro rata (or pro rata ignoring fractional entitlements and shares not offered to certain Members by reason of legal or practical problems associated with offering shares outside the United Kingdom) shall be treated as shares issued in right of default shares.

17.8 The Directors shall at all times have the right, at their discretion, to suspend, in whole or in part, any restrictions arising pursuant to this Article either permanently or for a given period and to pay to a trustee any dividend payable in respect of any default shares or in respect of any shares issued in right of default shares. Notice of suspension, specifying the restriction suspended and the period of suspension shall be given to the relevant Member in writing within seven days after any decision to implement such a suspension.

17.9 The provisions of this Article are without prejudice to, and shall not affect, the right of the Company to apply any of the provisions referred to in Part 22 of the 2006 Act.

UNCERTIFICATED SHARES

18. UNCERTIFICATED SHARES

18.1 Subject to the Regulations and the facilities and requirements of the relevant system, the Directors shall have power to make such arrangements as they may think fit in order for any class of share to be a participating security, and the Company may issue shares of that class in uncertificated form and permit such shares to be transferred by means of the relevant system to the fullest extent available from time to time or determine that shares of any class shall cease to be held in uncertificated form and transferred by means of the relevant system. No provision of these Articles shall have effect to the extent that it is inconsistent with:

18.1.1 the holding of shares in uncertificated form;

18.1.2 the transfer of title to shares by means of the relevant system; or

18.1.3 the Regulations.

18.2 Without prejudice to the generality of Article 18.1, notwithstanding any provision of these Articles and subject always to the Regulations, where any class of share is a participating security:

18.2.1 the register relating to such class shall be maintained at all times in the United Kingdom;

18.2.2 shares of such class held by the same holder or joint holder in certificated form and in uncertificated form shall be treated as separate holdings, unless the Directors otherwise determine;

18.2.3 shares of such class may be changed from certificated to uncertificated form, and from uncertificated to certificated form, in accordance with the Regulations;

18.2.4 the Company shall comply with the requirements of the Regulations in relation to the rectification of and changes to the register relating to such class;

18.2.5 the provisions of these Articles with respect to meetings, including meetings of the holders of shares of such class, shall have effect subject to the provisions of the Regulations;

18.2.6 the Directors may, by notice in writing to the holder of any uncertificated shares of such class, require that holder to change the form of such shares to certificated form within such period as may be specified in the notice; and

18.2.7 the Directors may require that any fractional entitlements to shares arising on a consolidation (or consolidation and division) of shares held in uncertificated form are held in certificated form, and are entered into the register accordingly.

CALLS ON SHARES

19. CALLS ON SHARES

Subject to the terms of allotment, the Directors may from time to time make calls upon the Members in respect of all or any moneys unpaid on their shares (whether in respect of the nominal amount or, when permitted, any premium). Each Member shall, subject to receiving not less than 14 days' notice, specifying the time or times and place for payment, pay the amount called on his shares to the persons and at the times and places appointed by the Directors.

20. WHEN CALL DEEMED TO BE MADE

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be payable by instalments or postponed or revoked either wholly or in part as the Directors may determine. A person on whom a call is made shall remain liable for calls made on him even if the shares in respect of which that call was made are subsequently transferred.

21. DIFFERENCES IN AMOUNTS PAID ON SHARES

On the issue of shares the Directors may differentiate between the holders of such shares in the amount of calls to be paid and in the time of payment of such calls.

22. INTEREST ON CALLS IN ARREAR

If a call is not paid on or before the due date for payment, the person from whom it is due shall pay interest on the amount unpaid, from the due date for payment to the date of actual payment, at such rate as the Directors may decide (not exceeding three per cent. per annum above the base rate of The Royal Bank of Scotland plc, on the date due for payment), but the Directors may waive payment of the interest, wholly or in part.

23. INSTALMENTS TO BE TREATED AS CALLS

A sum which by the terms of allotment of a share is payable on allotment, or at a fixed time, or by instalments at fixed times, shall for the purposes of these Articles be deemed

to be a call duly made and payable on the date or dates fixed for payment and, in case of non-payment, these Articles shall apply as if that sum had become payable by virtue of a call duly made and notified.

24. PAYMENT IN ADVANCE OF CALLS

The Directors may, if they think fit, receive all or any part of the moneys payable on a share beyond the sum actually called up on it if the Member is willing to make payment in advance and, on any moneys so paid in advance, may (until they would otherwise be due) pay interest at such rate as may be agreed between the Directors and the Member not exceeding five per cent. per annum paying the sum in advance but, for the avoidance of doubt, no dividend shall be payable in respect of any money so paid in advance.

FORFEITURE OF SHARES AND LIEN

25. NOTICE REQUIRING PAYMENT OF CALL OR INSTALMENT

If any Member fails to pay in full any call or instalment of a call on the day appointed for payment of it, the Directors may, at any time after that day while any part of the call or instalment remains unpaid, give notice to him requiring him to pay so much of the call or instalment as is unpaid, together with interest accrued and any expenses incurred by reason of such non-payment.

26. WHAT THE NOTICE IS TO STATE

The notice shall specify a further day (not being earlier than 14 days from the date of the notice) on or before which such unpaid call or instalment and all interest accrued and expenses incurred by reason of non-payment are to be paid, and it shall also specify the place where payment is to be made. The notice shall state that, in the event of non-payment at or before such time at the place specified, the shares in respect of which such call or instalment is payable will be liable to forfeiture.

27. FORFEITURE IF NOTICE NOT COMPLIED WITH

27.1 If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may (before the payment required by the notice has been made), be forfeited by a resolution of the Directors to that effect, and any such forfeiture shall extend to all dividends declared in respect of the shares so forfeited but not actually paid before such forfeiture.

27.2 The Directors may accept surrender of any share liable to be forfeited under these Articles.

28. FORFEITED OR SURRENDERED SHARES THE PROPERTY OF THE COMPANY

28.1 When any share has been forfeited, notice of the forfeiture shall be given to the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such notice.

28.2

Subject to the Statutes, any share forfeited or surrendered shall be deemed to be the property of the Company and the relevant holder shall surrender to the Company for cancellation the certificate for the shares forfeited, no voting rights shall be exercised in respect of it and the Directors may cancel the same or, within three years of such forfeiture or surrender, sell, re-allot or otherwise dispose of the same in such manner as they think fit either to the person who was before the forfeiture or surrender the holder of it, or to any other person, and either with or without any past or accruing dividends and, in the case of re-allotment, with or without any money paid on it by the former holder being credited as paid up on it. Notwithstanding the forfeiture, any person whose share is forfeited shall remain liable to pay to the Company all money which at the date of forfeiture was then payable by him to the Company in respect of the shares, with interest on such money at such rate not exceeding 5 per cent. above the Bank of England base rate, as the Board may decide, from the date of forfeiture until payment.

28.3

The Board may, if it thinks fit, waive the payment of all or part of such money and/or the interest payable thereon, or may enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

28.4

Any share not disposed of in accordance with Article 28.2 within a period of three years from the date of its forfeiture or surrender shall automatically be cancelled, subject always to, and in accordance with, the Statutes.

LIABILITY TO PAY CALLS AFTER FORFEITURE OR SURRENDER

Any person whose shares have been forfeited or surrendered shall cease to be a Member in respect of those shares, but shall remain liable to pay to the Company all moneys which at the date of the forfeiture or surrender were presently payable by him to the Company in respect of the shares, together with interest on such moneys at the rate fixed by the conditions of the allotment of the shares in question or, if no rate is fixed, at such rate as the Directors shall determine, down to the date of payment, but his liability shall cease if and when the Company receives payment in full of all such moneys in respect of the shares, together with any such interest. The Directors may, if they think fit, waive the payment of such money and/or interest or any part of it.

LIEN ON PARTLY PAID SHARES

30.1

The Company shall have a first and paramount lien upon all the shares, other than fully paid shares, registered in the name of each Member (whether solely or jointly with other persons) for any amount payable in respect of such shares, whether presently payable or not, and such lien shall apply to all dividends from time to time declared or other moneys payable in respect of such shares or (if the lien is enforced and the share is sold by the Company) the proceeds of sale of that share.

30.2

The Company shall in no circumstances have a lien over any fully paid shares.

SALE FOR LIEN

For the purpose of enforcing such lien, the Directors may, subject (in the case of uncertificated shares) to the provisions of the Regulations, sell the shares subject to such lien, in such manner as they think fit, but no such sale shall be made until all or any part of the sum outstanding on the shares shall have become payable and until notice in writing stating, and demanding payment of, the sum payable and giving notice of the intention to sell in default of such payment shall have been given to such Member (or the person entitled to such shares by reason of death or bankruptcy of the holder or otherwise by operation of law) and default shall have been made by such person in the payment of the sum payable for 14 days after such notice.

APPLICATION OF PROCEEDS

The net proceeds of any sale made in accordance with Article 31, after payment of the costs of sale, shall be applied in or towards satisfaction of such part of the amount then payable in respect of the shares sold. The residue, if any, shall (upon surrender to the Company for cancellation of the certificate for any certificated shares sold, or the provision of such evidence or indemnity as the Directors may think fit, and subject to a like lien for any monies not presently payable or any liability or engagement not likely to be presently fulfilled or discharged as existed upon the shares before the sale) be paid to the Member or as he shall direct in writing or the person (if any) entitled by transmission to the shares immediately before the sale.

WHAT NECESSARY TO GIVE TITLE TO PURCHASER

33.1 An entry in the Directors' minute book of the forfeiture or surrender of any shares, or that any shares have been sold to satisfy a lien, shall be sufficient evidence, against all persons claiming to be entitled to such shares, that the said shares were properly forfeited, surrendered or sold. Such entry, the receipt of the Company for the price of such shares and, if such shares are in certificated form, the appropriate share certificate shall constitute a good title to such shares, and the name of the purchaser or other person entitled shall be entered in the register as a Member, and he shall be entitled, if such shares are in certificated form, to a certificate of title to the shares. The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender or sale.

33.2 For giving effect to the sale of any forfeited or surrendered share, or the sale of any share to satisfy a lien, the Directors may, subject (in the case of uncertificated shares) to the provisions of the Regulations and the facilities and requirements of the relevant system, authorise some person to transfer any such shares to their purchaser. The remedy (if any) of the former holder of such shares, and of any person claiming under or through him, shall be against the Company and in damages only.

TRANSFER OF SHARES

34. RIGHT TO TRANSFER SHARES

34.1 Subject to these Articles, a Member may transfer all or any of his shares in any manner which is permitted by the Statutes and is from time to time approved by the Directors. The transferor of a share shall be deemed to remain the holder until the name of the transferee is entered in the register.

34.2 The Board may, in its absolute discretion, and without assigning any reason therefor, refuse to register any transfer of shares which are not fully paid provided that such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.

34.3 No fee shall be charged in respect of the registration of any transfer, probate, letters of administration, certificate of marriage or death, power of attorney or other document or instruction relating to or affecting the title to any shares.

34.4 Any instruments of transfer which are registered shall, subject to Article 140.3, be retained by the Company, but any instrument of transfer which the Directors refuse to register shall (except in any case of fraud) be returned to the persons depositing the same.

35. TRANSFER OF CERTIFICATED SHARES

All transfers of certificated shares shall be transferred by way of an instrument of transfer in any usual form or in any other form which the Board may approve. The instrument of transfer shall be signed by or on behalf of the transferor and, if the certificated shares transferred are not fully paid, by or on behalf of the transferee. An instrument of transfer need not be under seal.

36. TRANSFERS OF UNCERTIFICATED SHARES

36.1 Subject to these Articles, a Member may transfer all or any of his uncertificated shares by means of the relevant system or in any other manner which is permitted by the Statutes and is from time to time approved by the Directors and the Company shall register such transfer in accordance with the Statutes.

37. POWER TO REFUSE REGISTRATION OF TRANSFERS OF CERTIFICATED SHARES

The Directors may refuse to register any transfer of a certificated share, unless the instrument of transfer (duly stamped if the Statutes so require, or duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty) is deposited at the office or such other place as the Directors may appoint, accompanied by the certificate for the shares to which it relates if it has been issued, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer.

POWER TO REFUSE REGISTRATION OF TRANSFERS OF UNCERTIFICATED SHARES

The Directors may, in their discretion, refuse to register any transfer of an uncertificated share where permitted by the Regulations.

OTHER PROVISIONS ON TRANSFERS

The Directors may refuse to register any transfer of shares unless it is in respect of only one class of shares.

NOTICE OF REFUSAL OF TRANSFER

If the Directors refuse to register a transfer they shall send to the transferee notice of the refusal, together with the reasons for the refusal, as soon as practicable and in any event within two months of:

40.1 in the case of a certificated share, the date on which the transfer was lodged with the Company; or
40.2 in the case of an uncertificated share, the date on which an instruction in respect of such transfer was duly received by the Company through the relevant system.

Subject to compliance with the Statutes, the register may be closed at such times and for such periods as the Directors in their discretion may from time to time determine, provided that:

41.1 the register shall not be closed for more than 30 days in any year; and
41.2 where any class of shares is a participating security, the consent of the operator of the relevant system has been obtained to the closing of the register relating to that class of security.

TRANSMISSION OF SHARES

PERSONS RECOGNISED ON DEATH OF MEMBER

If a Member dies, the survivor(s), where the deceased was a joint holder, or his personal representatives where he was a sole or the only surviving holder, shall be the only person or persons recognised by the Company as having any title to his shares but nothing in these Articles shall release the estate of a deceased holder from any liability in respect of any share held by him solely or jointly.

TRANSMISSION

43.1 Any person becoming entitled to a share by reason of the death or bankruptcy of a Member or of any other event giving rise to a transmission by operation of law may, upon such evidence being produced as may be required by the Directors, elect either to be

registered as a Member in respect of such share, or to make such transfer of the share as the relevant Member could have made.

43.2 If the person so becoming entitled shall elect to be registered himself he shall give to the Company a notice bearing his signature to that effect. If the person elects to have another person registered, he shall execute an instrument of transfer of the share to that person.

43.3 The Directors shall, in either case, have the same right to refuse or suspend registration as they would have had if the event giving rise to transmission had not occurred and the notice of election or transfer were a transfer by the relevant Member.

44. LIMITATION OF RIGHTS BEFORE REGISTRATION

44.1 Any person becoming entitled to a share by reason of the death or bankruptcy of a Member or of any other event giving rise to transmission shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, unless and until he is registered as a Member in respect of the share or unless the Directors otherwise determine, be entitled in respect of it to receive notice of, or to exercise any right conferred by membership in relation to, general meetings of the Company.

44.2 The Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer such share to some other person and, if such notice is not complied with within 90 days after service, the Directors may after that time withhold payment of all dividends and other moneys payable in respect of such share until the requirements of the notice have been complied with.

UNTRACED MEMBERS

45. UNTRACED MEMBERS

45.1 Subject to the Statutes, the Company may sell at the best price reasonably obtainable at the time of sale any share of a Member or any share to which a person is entitled by transmission if:

45.1.1 during a period of 12 years at least three cash dividends have become payable in respect of the share to be sold;

45.1.2 during that period of 12 years no cash dividend payable in respect of the share has been claimed, no cheque, warrant, order or other payment for a dividend has been cashed, no dividend sent by means of a funds transfer system has been paid and no communication has been received by the Company from the Member or the person entitled by transmission to the share;

45.1.3 the Company has, after expiration of that period, sent a notice of its intention to sell such share to the registered address or last known address of the Member or of the person entitled to the share by transmission at which service of notices might be effected in accordance with these Articles and,

before sending such notice, the Company is satisfied that it has taken such steps as it considers reasonable in the circumstances to trace the Member or other person entitled, including engaging, if considered appropriate in relation to such share, a professional asset reunification company or other tracing agent; and

45.1.4 during the said period of 12 years and the period of three months following the date of such notice, the Company shall not have received an indication either of the whereabouts or of the existence of such Member or person.

45.2 If, during the period referred to in Article 45.1.3, any additional shares have been issued by way of rights in respect of shares held at the commencement of such period or in respect of shares so issued previously during such period, the Company may, if the requirements set out in Articles 45.1.2 to 45.1.4 are satisfied, also sell such additional shares.

45.3 To give effect to any such sale the Company may:

45.3.1 if the shares concerned are in uncertificated form, in accordance with the Regulations, issue a written notification to the operator of the relevant system requiring the conversion of the shares into certificated form; and

45.3.2 appoint any person to execute as transferor an instrument of transfer of the said shares and such instrument of transfer shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, such shares.

45.4 The title of the transferee shall not be affected by any irregularity in or invalidity of the proceedings relating thereto.

PROCEEDS OF SALE

46.1 The net proceeds of sale shall belong to the Company which shall:

46.1.1 be obliged to account to the former Member or other person previously entitled as aforesaid for an amount equal to such proceeds; and

46.1.2 (until the Company has so accounted) enter the name of such former Member or other person in the books of the Company as a creditor for such amount.

46.2 No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company (if any)) as the Board may think fit. If no valid claim for the net proceeds has been received by the Company during a period of six years from the date upon which the relevant shares were sold by the Company in accordance with these Articles, the net proceeds will be forfeited and will belong to the Company.

GENERAL MEETINGS

47. ANNUAL GENERAL MEETINGS

The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year in accordance with section 336 of the 2006 Act. The annual general meeting shall be held at such time and place as the Directors shall appoint.

48. CONVENING GENERAL MEETINGS

48.1 The Directors may, whenever they think fit, call a general meeting and shall do so upon a requisition made in accordance with section 303 of the 2006 Act.

48.2 If, at any time, there shall not be present in the United Kingdom and capable of acting sufficient Directors to form a quorum, the Directors in the United Kingdom capable of acting, or if there shall be no such Directors then any two Members, may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors, and the Company at such meeting shall have power to elect Directors.

49. BUSINESS AT MEETING CALLED BY REQUISITION

In the case of a general meeting called in pursuance of a requisition, unless such meeting shall have been called by the Directors, no business other than that stated in the requisition as the object of the meeting shall be transacted.

NOTICE OF GENERAL MEETINGS

50. NOTICE OF GENERAL MEETING

50.1 An annual general meeting shall be called by at least 21 clear days' notice.

50.2 Any other general meeting shall be called by at least 14 clear days' notice, or by not less than such minimum period as is permitted by the 2006 Act.

51. RECIPIENTS OF NOTICES

Notice of every general meeting shall be given to:

51.1 all Members on the register on the close of business on a day determined by the Directors, being not more than 21 days before the day on which the notice of meeting is despatched, other than any Member who, under the provisions of these Articles or the terms of issue of the shares they hold, is not entitled to receive such notices (whether pursuant to Article 143 or otherwise);

51.2 (in the case of an annual general meeting) the Auditors; and

51.3 each Director.

CONTENTS OF NOTICE

The notice shall specify the place, the date and the time of meeting. The notice shall be given in the manner provided in these Articles or in such other manner (if any) as may be prescribed by the Company in general meeting to such persons as are under these Articles entitled to receive such notices from the Company. Every notice calling an annual general meeting shall specify the meeting as such. Every notice convening a general meeting for the purpose of considering one or more special resolutions shall set out the text of such resolution or resolutions.

STATEMENT AS TO PROXIES IN NOTICE

In every notice calling a meeting of the Company or of the holders of shares of any class there shall appear with reasonable prominence a statement informing each Member:

53.1 of his rights under the 2006 Act to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company;

53.2 that he may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise rights attached to a different share or shares held by such Member; and

53.3 that a proxy need not be a Member.

OMISSION TO GIVE NOTICE

The accidental failure to give notice to any person entitled under these Articles to receive notice of a general meeting or (where forms of proxy are sent out with notices) to send a form of proxy with a notice to any person entitled to receive the same, or the non-receipt of a notice of any meeting or any resolution or a form of proxy by such a person, whether or not the Company is aware of such omission or non-receipt shall not invalidate the proceedings at the meeting, shall be disregarded for the purposes of determining whether notice of the meeting or resolution has been duly given.

PROCEEDINGS AT GENERAL MEETINGS

QUORUM

No business, other than the appointment of a Chair, shall be transacted at any general meeting unless a quorum of Members is present; and such quorum shall consist of not less than two Members present in person, by representative (in the case of a corporate member) or by proxy and entitled to vote.

CHAIR

The Chair (if any) of the Directors shall preside as Chair at every general meeting of the Company. If there is no such Chair, or if at any meeting he is not present within 15 minutes after the time appointed for holding the meeting or he is unwilling to act as Chair, the Directors present shall choose one of their number present to be Chair and, if there is only

one Director present and willing to act, he shall be Chair or if no Director is present and willing to act, the Members shall choose one of their number (whether present in person, by proxy or (in the case of a corporate member) by representative) to be Chair.

57. ADJOURNMENT OF GENERAL MEETINGS

If, within 15 minutes from the time appointed for a general meeting, or such longer interval as the Chair of the meeting may think fit to allow, a quorum is not present or, if during the meeting a quorum ceases to be present, the meeting, if convened by or on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to such day and to such time and place (being not less than 10 clear days nor more than 30 days afterwards) as the Chair of the meeting may determine. In default of such determination, it shall be adjourned to the same day in the next week or, if that day is not a business day, the next following business day at the same time and place. If, at such adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall be dissolved.

58. ADJOURNMENT WITH CONSENT OF MEETING/BY THE CHAIR

58.1 The Chair of the meeting may, with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting without setting an alternative date or time, or from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting from which the adjournment took place.

58.2 The Chair of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either without setting an alternative date or time or to such time and place as the Directors or the Chair may decide if it appears to him that:

58.2.1 the number of persons wishing to attend cannot be conveniently accommodated in the place(s) appointed for the meeting;

58.2.2 the unruly conduct of persons attending the meeting prevents or is likely to prevent the orderly continuation of the business of the meeting;

58.2.3 an adjournment is otherwise necessary or desirable so that the business of the meeting may be properly conducted; or

58.2.4 a proposal of importance is made for the consideration of which a larger attendance of Members is desirable.

59. NOTICE OF ADJOURNED MEETING

Where a meeting is adjourned for an indefinite period, the time and place for the adjourned meeting shall be fixed by the Board. Whenever a meeting is adjourned for 14 days or more or for an indefinite period, at least seven clear days' notice, specifying the place, the day and the time of the adjourned meeting and the general nature of the

business to be transacted, shall be given (in any manner in which notice of a meeting may lawfully be given from time to time). Save as provided in these Articles, it shall not otherwise be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

60. FORM OF GENERAL MEETINGS

60.1 In these Articles:

a “physical meeting” means a general meeting held and conducted by physical attendance by Members and/or proxies at a particular place; and

a “hybrid meeting” means a general meeting held and conducted by both physical attendance by Members and/or proxies at a particular place and by Members and/or proxies also being able to attend and participate by electronic means without needing to be in physical attendance at that place.

60.2

The Board may decide in relation to any general meeting (including a postponed or adjourned meeting) whether the general meeting is to be held as a physical meeting or as a hybrid meeting and shall, for the avoidance of doubt, be under no obligation to convene a meeting as a hybrid meeting whatever the circumstances.

60.3

Subject to the requirements of the 2006 Act, the Board may make such arrangements as they may decide in connection with the facilities for participation by electronic means in a hybrid meeting. In the case of a hybrid meeting, the provisions of these Articles shall be treated as modified to permit any such arrangements and, in particular:

60.3.1

references in these Articles to attending and being present at the meeting, including in relation to the quorum for the meeting and the right to vote at the meeting, shall be treated as including participating in the meeting by electronic means;

60.3.2

the meeting shall be duly constituted and its proceedings valid if the Chair of the meeting is satisfied that adequate facilities have been made available so that all persons (being entitled to do so) attending the hybrid meeting by electronic means, may:

60.3.2.1

participate in the business for which the meeting has been convened;

60.3.2.2

hear all persons who speak at the meeting whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise; and

60.3.3

be heard by all other persons present at the meeting

but under no circumstances shall the inability of one or more Members or proxies to access, or continue to access, the facilities for participation in the meeting despite adequate facilities being made available by the Company,

affect the validity of the meeting or any business conducted at the meeting, provided that the meeting is quorate;

60.3.4 all resolutions put to Members at a hybrid meeting, including in relation to procedural matters, shall be decided on a poll;

60.3.5 the Board may authorise any voting application, system or facility in respect of the electronic platform for the hybrid general meetings as they may see fit; and

60.3.6 if it appears to the Chair of the meeting that the electronic facilities for a hybrid meeting have become inadequate for the purpose of holding the meeting then the Chair of the meeting may, with or without the consent of the meeting, interrupt or adjourn the meeting (before or after it has started) and the provisions in Article 80 shall apply to any such adjournment. All business conducted at the hybrid meeting up to the point of the adjournment shall be valid.

60.4 In relation to electronic participation at a general meeting, the right of a Member to participate electronically shall include without limitation the right to speak, vote on a poll, be represented by a proxy and have access (including electronic access) to all documents which are required by the 2006 Act or these Articles to be made available at the meeting.

60.5 If, after the sending of notice of a hybrid meeting but before the meeting is held (or after the adjournment of a hybrid meeting but before the adjourned meeting is held), the Board considers that it is impracticable or unreasonable to hold the meeting at the time specified in the notice of meeting using the electronic facilities stated in the notice of meeting or made available prior to the meeting, they may change the meeting to a physical meeting, change the electronic facilities (and make details of the new facilities available in the manner stated in the notice of meeting), and/or postpone the time at which the meeting is to be held.

60.6 An adjourned general meeting or postponed general meeting may be held as a physical meeting or a hybrid meeting irrespective of the form of the general meeting which was adjourned or postponed.

60.7 The Board or the Chair of the meeting may make any arrangement and impose any requirement or restriction they or he consider appropriate to ensure the security of a hybrid meeting including, without limitation, requirements for evidence of identity that is:

60.7.1 necessary to ensure the identification of those taking part and the security of the electronic communication, and

60.7.2 proportionate to those objectives.

60.8 If, after the giving of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors decide that it is

impracticable or undesirable for any reason to hold the meeting at the declared place, on the electronic platforms (if applicable) and/or at the declared dates or time, they may change the place, the electronic platforms (if applicable) and/or postpone the date and time at which the meeting is to be held. If such a decision is made, the Directors may then change the place and/or postpone the date and time of the proposed meeting again if they decide that it is reasonable to do so. In either case:

60.8.1 no business shall be transacted at any postponed meeting other than the business which might lawfully have been transacted at the meeting which was postponed;

60.8.2 an announcement of the time, date or place and, if applicable, electronic platform(s) of the re-arranged meeting will, if practical, be advertised in such manner as the Board, in its absolute discretion, may determine. It shall not be necessary to give notice of the nature of the business to be transacted at the postponed meeting;

60.8.3 the Directors shall, so far as practicable, make arrangements for notices of the change of place and/or postponement to appear at the original place, on the electronic platforms (if applicable) and at the original time and date; and

60.8.4 notwithstanding Article 73.1, but subject to Article 73.2, an appointment of a proxy may be delivered at any time not less than 48 hours before any new time appointed for holding the postponed meeting.

61. SECURITY ARRANGEMENTS AT GENERAL MEETINGS

The Directors:

61.1 may direct that Members, proxies or other persons wishing to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Directors shall in their discretion consider appropriate in the circumstances; and

61.2 shall be entitled in their discretion to refuse entry to, or eject from, such general meeting any Member, proxy or other person who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions.

62. VOTING AT GENERAL MEETINGS

62.1 At any general meeting (other than a hybrid meeting, in respect of which Article 60.3.4 shall apply) every question shall be decided by a show of hands unless a poll is (before a resolution is put to the vote on a show of hands, or on the declaration of the result of the show of hands) demanded:

62.1.1 by the Chair of the meeting; or

62.1.2 at least five Members present all of whom are either Members or proxies or representatives (in the case of a corporate member) and entitled to vote on the resolution; or

62.1.3 one or more Members present in person or by proxy or by representative (in the case of a corporate member) and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting (excluding any voting rights attached to any shares in the Company held as treasury shares); or

62.1.4 one or more Members present in person or by proxy or by representative (in the case of a corporate member) holding shares in the Company conferring a right to vote on the resolution in question, being shares on which an aggregate sum has been paid up equal to not less than ten per cent. of the total sum paid up on all the shares conferring that right (excluding shares in the Company conferring a right to vote on the resolution which are held as treasury shares).

62.2 The demand for a poll may be withdrawn with the consent of the Chair and, in the event that such demand is withdrawn following a show of hands on the resolution in question, the result of the show of hands shall remain valid.

62.3 A declaration by the Chair that a resolution has been carried or not carried, or carried or not carried by a particular majority, and an entry to that effect in the minute book of the Company, shall be conclusive evidence of the facts, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

62.4 For the purposes of determining which persons are entitled to attend or vote at a general meeting and how many votes such persons may cast, the Company may specify in the notice of the general 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.

63. AMENDMENTS TO RESOLUTIONS

63.1 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, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

63.2 In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted upon.

63.3 In the case of a resolution duly proposed as an ordinary resolution, no amendment to it (other than a clerical amendment to correct a patent error) may be considered or voted upon unless: (a) either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been lodged at the office; or (b) the Chair in his discretion decides that it may be considered or voted upon. With the consent of the Chair, an amendment may be withdrawn by its proposer before it is voted on. If an amendment is proposed to any resolution under consideration

but is in good faith ruled out of order by the Chair of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

64. POLL

If a poll is duly directed or demanded it may be taken immediately or (subject to the provisions of Article 65) at such other time (but not more than 30 days after such direction or demand) and place and in such manner as the Chair of the meeting may direct, and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was directed or demanded. Provided that the time and place at which the poll is to occur is declared by the Chair at the meeting at which the poll is directed or demanded, no notice need be given of a poll not taken immediately. In any other case, at least seven clear days' notice shall be given (in any manner in which notice of a meeting may lawfully be given from time to time) specifying the time and place at which the poll is to be taken.

65. WHEN POLL TAKEN WITHOUT ADJOURNMENT

A poll demanded upon the election of a Chair of the meeting or upon a question of adjournment shall be taken immediately. Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

66. EFFECTIVENESS OF SPECIAL RESOLUTIONS

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

VOTES OF MEMBERS

67. VOTES OF MEMBERS

67.1 Subject to any specific provisions of these Articles and any special terms as to voting upon which any shares may for the time being held:

67.1.1 on a show of hands every Member (being an individual) present in person or (being a corporate Member) present by a representative and every proxy duly appointed by a Member entitled to vote on the resolution shall be determined in accordance with the 2006 Act; and

67.1.2 on a poll, every Member (being an individual) present in person or by proxy or (being a corporate Member) by representative or by proxy shall have one vote for every share of which he is the holder, proxy or representative.

67.2 On a poll a Member or his duly appointed representative or proxy entitled to more than one vote need not use all his votes, or cast all the votes he casts, in the same way.

68. BY RECEIVER OR CURATOR

A Member in respect of whom an order has been made by any court or official having jurisdiction (whether in the United Kingdom or elsewhere) that he is or may be suffering

from mental disorder or is otherwise incapable of running his affairs may vote by his guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court (and that person may vote by proxy) provided that evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable..

PERSONS WHOSE CALLS ARE UNPAID NOT ENTITLED TO VOTE

No Member shall be entitled to vote at any general meeting either on a show of hands or on a poll (in person or by proxy) unless all calls or other sums presently payable by him in respect of the shares held by him in the Company have been paid.

OBJECTION TO THE QUALIFICATION OF A VOTE

If any objection shall be raised as to the qualification of any person or it is alleged that any votes have been counted which should not have been counted or that any votes have not been counted which ought to have been counted, the objection or allegation shall not vitiate the decision on any resolution unless it is raised at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the alleged error occurs. Any objection or allegation made in due time shall be referred to the Chair of the meeting, whose decision shall be final and conclusive. The Company shall not be obliged to ascertain whether a proxy or representative of a corporation has voted in accordance with a Member's instructions and the failure of a proxy or representative to do so shall not vitiate the decision or the meeting or adjourned meeting or poll on any resolution.

APPOINTMENT OF PROXY

A proxy shall be appointed either:

71.1 by means of completion and delivery of the usual or common form of instrument of proxy, or such other form as may be approved by the Directors from time to time, executed:

71.1.1 under the hand of the appointor (which, in the case of the joint holders of any share may be any one of the joint holders); or
71.1.2 if the appointor is a corporate Member either under its common seal or under the hand of a duly authorised officer of the corporate Member; or
71.1.3 under the hand of the duly authorised attorney of any appointor referred to in Articles 71.1.1 or 71.1.2; or

71.2 otherwise, and subject to such terms and conditions (including as to security), as the Directors shall determine from time to time (including by electronic means (including, without limitation, by means of a website or Uncertificated Proxy Instruction))

provided that any form of proxy shall provide for voting either for or against the resolutions to be proposed at the meeting at which the proxy is to vote.

72. ANY PERSON MAY ACT AS PROXY

Any person may be appointed to act as proxy. A proxy need not be a Member.

73. DELIVERY OF PROXY

73.1 The appointment of a proxy, shall be delivered within the periods specified in Section 327 of the 2006 Act and shall:

73.1.1 in the case of an instrument in hard copy, be delivered to the office (or such other address or location in the United Kingdom as may be specified for that purpose in or by way of note to the notice convening the meeting) not less than 48 hours before the time fixed for holding the meeting or adjourned meeting at which the person named in the instrument is authorised to vote; or

73.1.2 in the case of an appointment in electronic form, be communicated so as to be delivered to an address or location (including any number) specified in the notice convening the meeting (or in any instrument of proxy sent out, or invitation in electronic form to appoint a proxy issued by or on behalf of the Company in relation to the meeting) not less than 48 hours before the time fixed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. In the case of any Uncertificated Proxy Instruction permitted pursuant to Article 73.4, the Company may require that the appointment includes an identification number of a participant in the relevant system concerned; or

73.1.3 in the case of a poll taken more than 48 hours after it was demanded, be delivered in accordance with Articles 73.1.1 or 73.1.2 (as the case may be) not less than 24 hours before the time appointed for the taking of the poll; or

73.1.4 in the case of a poll not taken immediately but taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the Chair, the Secretary, any Director or the scrutineer.

73.2 In calculating the periods referred to in Article 73 (and Article 60.8.4) no account shall be taken of any part of a day that is not a working day.

73.3 The appointment of a proxy, whether made in hard copy form or in electronic form, shall be signed or authenticated in such manner as may be determined by or on behalf of the Company from time to time. In the absence of such determination, in the case of (i) an individual, the appointment of a proxy shall be executed by the appointer or his attorney who is authorised in writing to do so; and (ii) a body corporate, the proxy appointment shall be executed under seal or otherwise executed by it in accordance with the 2006 Act or signed on its behalf by an officer, attorney or duly authorised signatory.

73.4 Without limitation to any of the provisions of these Articles, in relation to any shares which are held in uncertificated form, the Directors may from time to time permit appointments of a proxy to be made by electronic means in the form of an Uncertificated Proxy Instruction and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such Uncertificated Proxy Instruction is to be treated as received by the Company or such participant. The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.

73.5 An appointment of a proxy which is not delivered in a manner permitted by Articles 73.1 to 73.3 shall be treated as invalid. An appointment of proxy in electronic form found by the Company to contain a computer virus shall not be accepted by the Company and shall be invalid.

73.6 The appointment of a proxy relating to a meeting, having once been delivered in a manner permitted by Articles 73.1 to 73.3, shall be valid in respect of any adjournment of that meeting.

73.7 The appointment of a proxy relating to more than one meeting (including any adjournment thereof), having once been delivered in a manner permitted by Articles 73.1 and 73.3 for the purposes of any meeting, shall not be required to be delivered again for the purposes of any subsequent meeting to which it relates.

73.8 In the event that more than one appointment of a proxy relating to the same share is delivered in a manner permitted by Articles 73.1 to 73.3 for the purposes of the same meeting, the appointment last delivered or received by the Company (whether in electronic form or not) shall prevail in conferring authority on the person named in it to attend the meeting and vote and shall be treated as revoking and replacing any others as regards that share, but if the Company is unable to determine which of any such two or more valid but differing instruments of proxy was so deposited, delivered or received last in time, none of them shall be treated as valid in respect of that share.

73.9 The delivery of an appointment of a proxy shall not preclude a Member from attending and voting at the meeting or at any adjourned meeting.

VOTES BY CORPORATIONS

74.1 Any company which is a Member may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company, or at any meeting of any class of Members. The person or persons so authorised shall be entitled to exercise the same powers on behalf of the company which he represents as that company could exercise if it were an individual Member. A Director, the secretary or any other person authorised by any Director or the secretary for this purpose, may require a corporate representative to produce a copy of

the resolution appointing him as a corporate representative, or other evidence of appointment, before permitting the corporate representative to exercise his powers.

74.2 Where copies of two or more valid but differing resolutions authorising any person or persons to act as the representative of any corporation are produced, the resolution, a copy of which is delivered to the Company last in time (regardless of the date upon which the resolution was passed), shall be treated as revoking and replacing all other such authorities as regards that share, but if the Company is unable to determine which of any such two or more valid but differing resolutions was so deposited last in time, none of them shall be treated as valid in respect of that share. The authority granted by any such resolution shall, unless the contrary is stated in the copy thereof delivered to the Company, be treated as valid for any adjournment of any meeting at which such authority may be used as well as at such meeting.

DIRECTORS

NUMBER OF DIRECTORS

Unless and until the Company in general meeting shall otherwise determine, the number of Directors shall be not less than two nor more than 12.

DIRECTOR'S SHARE QUALIFICATION

A Director shall not require a share qualification. A Director shall be entitled to receive notice of and attend and speak at all general meetings of the Company and at all separate general meetings of the holders of any class of shares in the capital of the Company notwithstanding that he is not a Member.

REMUNERATION OF DIRECTORS

The remuneration of the Directors for their services in the office of director (excluding, for the avoidance of doubt, any remuneration of a Director under or in connection with an executive service contract) shall in the aggregate not exceed £1,000,000 per annum and such remuneration shall be divided amongst the Directors as they shall agree or, in default of agreement, equally. The Directors may also be paid by way of additional remuneration such further sums as the Company in general meeting may from time to time determine, and any such additional remuneration shall be divided among the Directors as they shall agree or, in default of agreement, equally.

REPAYMENT OF EXPENSES

The Company may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors, or of any committee of the Directors, or general meetings, or otherwise in or about the business of the Company.

PAYMENT FOR DUTIES OUTSIDE SCOPE OF ORDINARY DUTIES

Any Director who is appointed to any executive office or who serves on any committee or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director may be paid, in addition to any remuneration to which he may be entitled under Article 77, such remuneration by way of salary, percentage of profits or otherwise, and/or may receive such other benefits, as the Directors may determine.

POWERS AND DUTIES OF DIRECTORS

POWERS

80.1 The business of the Company shall be managed by the Directors who may exercise all such powers of the Company as are not required to be exercised by the Company in general meeting, subject to the provisions of these Articles and of the Statutes and to such regulations as may be prescribed by the Company by special resolution but no regulation made by the Company by special resolution shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

80.2 The general powers conferred upon the Directors by Article 80.1 shall not be deemed to be abridged or restricted by any specific power conferred upon the Directors by any other Article.

PENSIONS, ETC.

81.1 Without prejudice to the generality of Article 80, the Directors may give or award pensions, annuities, gratuities and superannuation or other allowances or benefits to any persons who are or have at any time been employed by or in the service of the Company (including Directors who have held any executive office under the Company) and to the wives, husbands, civil partners, widows, widowers, children and other relatives and dependants of any such persons and may set up, establish, join with other companies (being subsidiaries of the Company or companies with which it is associated in business), support and maintain pension, superannuation or other funds or schemes (whether contributory or non-contributory) for the benefit of such persons or any of them or any class of them.

81.2 Any Director shall be entitled to receive and retain for his own benefit any such pension, annuity, gratuity, allowance or other benefit. Any such pension or the participation in any such funds or schemes may, as the Directors consider desirable, be granted to an employee either (i) before, and in anticipation of, or (ii) upon, or at any time after, his actual retirement.

EMPLOYEES

The Company may, pursuant to a resolution of the Board and in accordance with the 2006 Act, 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.

SUBSIDIARIES

The Directors may arrange that any branch of the business carried on by the Company or any other business in which the Company may be interested shall be carried on as or through one or more subsidiaries and they may, on behalf of the Company, make such arrangements as they think advisable for taking the profits or bearing the losses of any branch or business so carried on or for financing, assisting or subsidising any such subsidiary or guaranteeing its contracts, obligations or liabilities, and they may appoint, remove and re-appoint any persons (whether Directors or not) to act as directors, managing directors or managers of any such subsidiary or any other company in which the Company may be interested and may determine the remuneration (whether by way of salary, commission on profits or otherwise) of any persons so appointed, and any Directors may retain any remuneration so payable to them.

ATTORNEYS

The Directors may from time to time by power of attorney executed under the seal or otherwise by the Company as its deed appoint any company, firm or person or body of persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may decide and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

SEAL FOR USE ABROAD

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

OVERSEAS BRANCH REGISTER

The Company may exercise the powers conferred upon it by the Statutes with regard to the keeping of an overseas branch register, and the Directors may (subject to the provisions of the Statutes) make and vary such provisions as they may think fit respecting the keeping of any such register.

AUTHORISATION OF SIGNATURES AND ACCEPTANCES

All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors shall from time to time determine.

DIRECTORS' INTERESTS

88. AUTHORISATION OF DIRECTORS' CONFLICTS OF INTEREST

88.1 If a Conflict Situation arises, the Directors may authorise it for the purposes of section 175 of the 2006 Act by a resolution of the Directors made in accordance with these Articles.

88.2 Any authorisation made for the purposes of this Article 88 shall be effective only if:

88.2.1 any requirement as to the quorum at a meeting at which the Conflict Situation is authorised is met without counting the Director or any other Director to whom the Conflict Situation relates; and

88.2.2 the Conflict Situation was authorised without any such Director voting or would have been authorised if his or their votes had not been counted.

88.3 At the time of the authorisation, or at any time afterwards, the Directors may impose any limitations or conditions or grant the authority subject to such terms which (in each case) they consider appropriate and reasonable in all the circumstances, including that:

88.3.1 any information obtained by a Director concerned, other than in his capacity as a Director or employee of the Company, which is confidential in relation to a third party, need not be disclosed or used for the benefit of the Company where such disclosure or use would constitute a breach of confidence;

88.3.2 no Director concerned shall, by reason of his being a Director or his doing anything as a Director, be accountable to the Company for any remuneration or other benefit received from a third party as a result of the Conflict Situation;

88.3.3 no Director concerned shall be required or entitled to attend those parts of meetings of the Directors or meetings of a committee of the Directors at which matters to which the Conflict Situation relates are discussed; and

88.3.4 no Director concerned shall be entitled to receive any papers or other documents in relation to, or concerning, matters to which the Conflict Situation relates.

Subject to any such limitations, conditions or terms, any authorisation given by the Directors shall be deemed to be given to the fullest extent permitted by the Statutes.

88.4 Any authorisation made for the purposes of this Article may be revoked or varied at any time in the absolute discretion of the Directors.

88.5 A Director shall not be in breach of the duties he owes to the Company by virtue of sections 171 to 177 of the 2006 Act or otherwise because of anything done or omitted to be done in accordance with the provisions of this Article or the terms of any authorisation given by the Directors in accordance with this Article.

DIRECTORS MAY HOLD OTHER OFFICES

89.1 Subject to the provisions of these Articles and the Statutes and provided that he has declared to the Directors the nature and extent of any interest of his if so required by these Articles and the Statutes:

89.1.1 a Director is authorised to hold any office or place of profit under the Company in conjunction with the office of Director for such period, and on such terms as to remuneration and otherwise, as the Directors may determine;

89.1.2 a Director or any firm or body corporate in which he is interested is authorised to act in a professional capacity for the Company and he or such firm or body corporate shall be entitled to remuneration for professional services as if he were not a Director, provided that neither any Director nor any such firm or body corporate may act as the Auditors; and

89.1.3 a Director is authorised to be or become a director or other officer or servant of, or otherwise interested in, any other entity promoted by the Company or in which the Company may be in any way interested and shall not (in the absence of agreement to the contrary) be liable to account to the Company for any emoluments or other benefits received or receivable by him as director, or officer or servant of, or from his interest in, such other company.

89.2 A Director shall not require any separate authorisation by the Directors pursuant to Article 89 for matters falling within this Article 89, although the Directors may at any time impose any limitations, conditions or terms in relation to such matters which (in each case) they consider appropriate and reasonable in all the circumstances.

89.3 A Director shall not be in breach of the duties he owes to the Company by virtue of sections 171 to 177 of the 2006 Act or otherwise because of anything done or omitted to be done or any remuneration or other benefits received or receivable by him in accordance with the provisions of this Article 89.

DECLARATIONS OF INTEREST

90.1 Subject to the provisions of these Articles and the Statutes, and provided that he has declared to the Directors the nature and extent of any interest of his if so required by these Articles and the Statutes, a Director may, notwithstanding his office, enter into or be interested in any transaction or arrangement with the Company and may have or be interested in dealings of any nature whatsoever with the Company.

90.2 No such transaction, arrangement or dealing shall be liable to be avoided, nor shall any Director so transacting, dealing or being so interested be in breach of the duties he owes to the Company or liable to account to the Company for any remuneration payable or profit arising out of any such transaction, arrangement or dealing to which he is a party or in which he is interested by reason of his being a Director or the fiduciary relationship thereby established.

90.3 A Director, who is in any way, whether directly or indirectly, interested in any proposed transaction or arrangement with the Company or any transaction or arrangement which has been entered into by the Company shall declare the nature and extent of his interest to the other Directors in accordance with the provisions of the Statutes and this Article 90.

90.4 For the purposes of this Article 90:

90.4.1 a transaction or arrangement of the kind described in sections 197, 198, 200, 201 or 203 of the 2006 Act made with a Director or a person connected with such Director shall, if it would not otherwise be so treated (and whether or not prohibited by that section), be treated as a transaction or arrangement in which that Director is interested; and

90.4.2 a Director shall be deemed interested in any transaction or arrangement in which any person connected with him is interested, whether directly or indirectly.

90.5 A Director need not declare an interest:

90.5.1 if he is not aware of it or if he is not aware of the transaction or arrangement in question (and for these purposes a Director is treated as being aware of matters of which he ought reasonably to be aware);

90.5.2 if it cannot reasonably be regarded as likely to give rise to a conflict of interest;

90.5.3 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

90.5.4 if, or to the extent that, it concerns terms of his service contract that have been or are to be considered:

(a) by a meeting of the Directors; or
(b) by a committee of the Directors appointed for the purpose under these Articles.

ACTS OF DIRECTORS VALID ALTHOUGH APPOINTMENT DEFECTIVE

All acts done by any meeting of the Directors or of a committee of Directors, or by any persons acting as Directors or alternate Directors, 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 such Directors or persons acting as Directors or alternate Directors or that they or any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified to be a Director of the Company and had continued to be a Director or alternate Director and had been entitled to vote.

VACATION OF OFFICE

DISQUALIFICATION

The office of a Director shall be vacated if the Director:

92.1 is declared bankrupt or applies for an interim order under the Insolvency Act 1986 or makes a proposal for the adoption of a voluntary arrangement under the Insolvency Act 1986;

92.2 a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

92.3 becomes prohibited from being a Director by reason of any order made under the Statutes or the Company Directors Disqualification Act 1986;

92.4 is convicted of an indictable offence (not being an offence which, in the opinion of the Directors, does not affect his character or position as a Director of the Company);

92.5 is absent from meetings of the Directors for a period of six months (without leave having been given by a resolution of the Directors) and the Directors resolve that his office be vacated;

92.6 resigns his office by notice in writing left or received at the office or he in writing offers to resign and the Directors accept such resignation;

92.7 is removed from office under section 168 of the 2006 Act or as provided in Article 97; or

92.8 is requested in writing by all of the other Directors to resign his office

but any act done in good faith by a Director whose office is so vacated shall be valid unless, prior to the doing of such act, written notice shall have been given to the Company or an entry shall have been made in the Directors' minute book stating that such Director has ceased to be a Director of the Company.

RE-ELECTION OF DIRECTORS

93. DIRECTORS TO RETIRE

Each Director shall retire from office at each annual general meeting and submit himself for re-election annually.

94. ELECTION OF DIRECTORS

94.1

At the annual general meeting at which any Director retires pursuant to Article 93 the Company may appoint a person to the vacated office, fill any vacancies in the office of Director or appoint additional Directors, provided that the maximum number fixed in accordance with Article 75 is not exceeded. The Company may also at any general meeting, if notice has been duly given, fill any vacancies in the office of Director, or appoint additional Directors, provided that the maximum number fixed in accordance with Article 75 is not exceeded.

94.2

If two or more persons are proposed to be elected or re-elected as Directors at a general meeting, the election or re-election of each such person shall be the subject of a separate resolution.

95. NOTICE OF INTENTION TO PROPOSE A DIRECTOR

No person, other than a Director retiring at the meeting or a person who is recommended by the Directors for election, shall be eligible for election to the office of Director at any general meeting unless, not less than seven nor more than 42 days before the day appointed for the meeting, there shall have been left at the office notice in writing, signed by a Member duly qualified to attend and vote at such meeting, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.

96. IF VACANCIES NOT FILLED

If at any general meeting at which an election of Directors should take place the place of any retiring Director is not filled, such retiring Director shall (unless a resolution for his re-election shall have been put to the meeting and lost) continue in office until the annual general meeting in the next year, and so on from time to time until his place has been filled, unless at any such meeting it shall be determined to reduce the number of Directors in office.

97. POWER TO FILL CASUAL VACANCY

The Directors shall have power at any time to appoint any other person to be a Director of the Company, either to fill a vacancy or as an addition to the board of Directors, but so that the total number of Directors shall not at any time exceed the maximum number fixed in accordance with Article 75. Any Director so appointed after the date of adoption of these Articles shall hold office only until the next following annual general meeting, when he shall retire but shall be eligible for election.

REMOVAL OF A DIRECTOR BY THE COMPANY IN GENERAL MEETING

The Company may, in accordance with and subject to the provisions of the Statutes, by ordinary resolution, of which special notice has been given in accordance with section 312 of the 2006 Act, remove any Director (including a managing or other executive Director) before the expiration of his period of office (notwithstanding anything in these Articles or in any agreement between the Company and such Director but without prejudice to any claim for damages in respect of the breach of any such agreement), and may by ordinary resolution appoint another person in his place.

ALTERNATE DIRECTORS

DIRECTORS MAY APPOINT AN ALTERNATE DIRECTOR

99.1 Any Director (other than an alternate Director) may at any time appoint another Director, or any other person approved by the Directors and willing to act, to be an alternate Director of the Company and may at any time remove any alternate Director appointed by him from office.

99.2 An alternate Director so appointed may be repaid by the Company such expenses as might properly have been paid to him if he had been a Director but shall not be entitled to receive any remuneration from the Company in respect of his services as an alternate Director except such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. An alternate Director shall not be required to hold any share qualification, nor be counted in reckoning the maximum and minimum number of Directors allowed or required by these Articles but shall otherwise be subject to the provisions of these Articles with regard to Directors.

99.3 An alternate Director shall (subject to his giving to the Company an address at which notices may be given to him) be entitled to receive notices of all meetings of the Directors and to attend and vote as a Director at any such meetings at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director.

99.4 A Director acting as an alternate for one or more other Directors:

99.4.1 shall be counted only once for the purpose of determining the presence of a quorum for the purposes of Article 102.1;

99.4.2 shall have, in addition to his own vote, one vote for each Director for whom he acts as alternate.

99.5 An alternate Director shall cease to be an alternate Director if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-elected by the meeting at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his re-election as if he had not retired.

99.6 The appointment of an alternate Director shall automatically terminate on the happening of any event which, if he were a Director, would cause him to vacate such office or if he resigns his office by notice to the Company.

99.7 All appointments and removals of alternate Directors shall be effected in writing signed by the Director making or revoking such appointment delivered to or left or received at the office and shall take effect in accordance with the terms of the notice (subject to any approval required by Article 98) on receipt of such notice at the office. A notice of appointment must contain a statement signed by the proposed alternate that he is willing to act as the alternate of the Director giving the notice.

RESPONSIBILITY OF ALTERNATE DIRECTOR

Every alternate Director shall be an officer of the Company, and shall alone be responsible to the Company for his own acts and defaults, and he shall not be deemed to be the agent of or for the Director appointing him.

LOCAL AND OTHER DIRECTORS

POWER TO APPOINT LOCAL DIRECTORS

The Directors may, from time to time, pursuant to this Article appoint any other persons to any post with such descriptive title including that of director (whether as local, associate, executive, group, divisional, departmental, deputy, assistant, advisory director or otherwise) as the Directors may determine and may define, limit, vary and restrict the powers, authorities and discretions of persons so appointed and may fix and determine their remuneration and duties, and subject to any contract between him and the Company may remove from such post any person so appointed. A person so appointed shall not be a Director of the Company for any of the purposes of these Articles or of the Statutes.

PROCEEDINGS OF DIRECTORS

MEETINGS AND QUORUM

102.1 The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Until otherwise determined, two Directors shall constitute a quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

102.2 Any Director may participate in a meeting of the Directors or of a committee of the Directors by means of conference telephone or similar communications equipment or by means of electronic communication, provided that all the Directors participating in the meeting can communicate simultaneously and in an interactive manner with each other. The Directors participating in this manner shall be deemed to be present in person at such meeting and shall accordingly be counted in the quorum and entitled to vote. Subject to the Statutes, all business transacted in such manner by the Directors or a committee of the Directors shall, for the purpose of these Articles, be deemed to be validly and

effectively transacted at a meeting of the Directors or a committee of the Directors notwithstanding that fewer than two Directors or alternate Directors are physically present at the same place. Such a meeting shall be deemed to take place at such place as the Directors shall at such meeting resolve or, in the absence of any such resolution, where the largest group of those participating is assembled or, if there is no such group, where the Chair of the meeting then is.

103. VOTING

Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall have a second or casting vote.

104. RESTRICTIONS ON DIRECTORS VOTING AND COUNTING IN THE QUORUM

104.1 Save as set out in this Article 104, a Director shall not vote on, nor be counted in the quorum in relation to, any resolution of the Directors relating to any transaction or arrangement in respect of which he is required to make a declaration of interest pursuant to Article 90, or would be so required but for Articles 90.5.3 or 90.5.4.

104.2 Subject to any limitations, conditions or terms attaching to any authorisation given by the directors pursuant to Article 88, the prohibition in Article 104.1 shall not apply to any resolution relating to any transaction, arrangement or matter in respect of which the interest of the Director in question arises only from one or more of the following matters:

104.2.1 his interest in shares or debentures or other securities in the Company;

104.2.2 his interest in any other company attributable to his interest in shares or debentures or other securities in the Company itself;

104.2.3 any proposal to give him any security, guarantee or indemnity in respect of money lent or obligations incurred by him for the benefit of the Company or any of its subsidiaries;

104.2.4 any proposal to give a third party any security, guarantee or indemnity in respect of a debt or obligation of the Company or any of its subsidiaries for which he has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

104.2.5 his entitlement as a holder of shares, debentures or other securities to participate in an offer for subscription or purchase of shares or debentures or other securities in the Company or in any of its subsidiaries or his proposed participation in the underwriting or sub-underwriting of any such offer;

104.2.6 his interest in any present or proposed capacity in any arrangement which the Company has in place, or proposes to put in place, for the benefit of employees of, or persons that provide services to, the Company or any of its subsidiaries provided that the arrangement does not award him any privilege

or benefit not generally awarded to the persons to whom such arrangement relates;

104.2.7 any proposal for the Company to give him an indemnity (other than an indemnity referred to in Article 104.2.2) where all other Directors are also being offered indemnities on substantially the same terms;

104.2.8 his interest as an insured under any insurance policy which the Company proposes to purchase or maintain for the benefit of any or all Directors or for the benefit of persons including Directors;

104.2.9 any proposal for the Company to fund expenditure incurred or to be incurred by him in defending proceedings referred to in section 205 of the 2006 Act or in connection with an application for relief referred to in that section or for the Company or any of its subsidiaries to take any action to enable such expenditure not to be incurred, in each case where all other Directors are also being offered substantially the same arrangements; and

104.2.10 his interest, direct or indirect and whether as an officer, employee, shareholder, creditor or otherwise, in any other company with which the Company proposes to enter into any transaction or arrangement (save that any such company shall not include any company in which he, so far as he is aware, holds an interest in shares representing one per cent. or more of the issued equity share capital of such company (or of any other company through which such interest is derived) or of the voting rights available to Members of the relevant company).

104.3 For the purposes of Article 104.2 there shall be treated as the interests of the Director in question any interest of a person connected with him (other than the Company itself, if applicable). Accordingly, references in Article 104.2 to:

104.3.1 (i) any interest, benefit or entitlement which the Director has or may have; or (ii) any obligation incurred by the Director or for which he has assumed responsibility; or (iii) any proposal to give the Director anything or any transaction or arrangement to which he is or may be a party or in which he participates or may participate shall be deemed to include references to:

104.3.2 (i) the interests, benefits or entitlements of any such connected person; or (ii) an obligation incurred or responsibility assumed by any such connected person; or (iii) any proposal to give any such connected person something or for that person to be a party to or participate in any transaction or arrangement.

104.4 Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company, such proposals may be divided and considered in relation to each Director separately and in such cases, each of the Directors concerned shall be entitled to

vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

104.5 If any question shall arise at any meeting as to:

104.5.1 whether a Director is required to declare an interest pursuant to Article 90 or the Statutes, or would be so required but for Articles 90.5.3 or 90.5.4; or
104.5.2 whether a Director is entitled to vote or is prohibited from voting pursuant to Article 104,

and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the Chair of the meeting and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature and extent of the interest which the Director is required to declare pursuant to Article 90, or would be so required but for Articles 90.5.3 or 90.5.4, has not been fairly disclosed to the meeting.

104.6 Subject to the Statutes, the Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of this Article 104.

SUMMONING MEETINGS

105.1 A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
105.2 Save where a request has been made in accordance with Article 105.4, notice of a meeting of Directors need not be given to a Director who is not in the United Kingdom.
105.3 Notice of a meeting of Directors shall be deemed to be duly given to a Director if it is given to him personally (including by telephone) or by word of mouth or otherwise pursuant to Article 136.
105.4 A Director absent or intending to be absent from the United Kingdom may request the Directors that notice of meetings of Directors shall during his absence be sent in writing to him at any address given by him to the Company for this purpose whether or not outside the United Kingdom.

DIRECTORS MAY ACT NOTWITHSTANDING VACANCY

The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as the number of Directors is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

CHAIR

The Directors may elect a Chair and a Deputy Chair of their meetings, and determine the period for which each is to hold office but if no such Chair is elected, or if at any meeting the Chair is not present within 15 minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be Chair of such meeting.

DECISIONS IN WRITING SIGNED BY ALL THE DIRECTORS

A resolution in writing signed by all the Directors for the time being entitled to vote on such resolution at a meeting of Directors shall be as effective for all purposes as a resolution of the Directors passed at a meeting duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more of such Directors. Such a resolution need not be signed by an alternate Director if it is signed by the Director who appointed him and need not be signed by the appointing Director if signed by his alternate. Any such resolution shall be annexed or attached to the Directors' minute book.

DELEGATION TO COMMITTEES

109.1 The Directors may delegate any of their powers or discretions (including, without prejudice to the generality of the foregoing, all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to committees, consisting of such one or more of their body as they think fit.

109.2 Such committees may also consist of persons who are not Directors provided that the presence of at least one Director shall be required for a quorum at any meeting of such committee and no resolution of any such committee shall be effective unless approved by a majority of the Directors present. Insofar as any such power or discretion is delegated to a committee, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to its exercise by such committee. Upon termination of a Director's appointment for any reason, he shall cease to be a Member of any committee unless specifically reappointed as a non-Director member of that committee.

109.3 Any committee so formed shall, in the exercise of the powers and discretions so delegated and in its conduct of its meetings, conform to any regulations that may be imposed on it by the Directors and may, if and to the extent expressly permitted by such regulations, sub-delegate all or any of the powers or discretions delegated to it. The regulations herein contained for the meetings and proceedings of Directors shall, so far as not altered by any regulations made by the Directors, apply also to the meetings and proceedings of any committee.

ACTS VALID ALTHOUGH APPOINTMENT DEFECTIVE

All acts done by any meeting of the Directors or of a committee of Directors, or by any persons acting as Directors or alternate Directors, 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 such Directors or persons acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified to be a Director of the Company and had continued to be a Director or alternate Director and had been entitled to vote.

EXECUTIVE DIRECTORS

111. POWER TO APPOINT EXECUTIVE DIRECTORS

The Directors may from time to time appoint one or more of their number to an executive office, including the offices of Chair, Deputy Chair, managing Director, joint managing Director, assistant managing Director, Chief Executive Officer, Finance Director (or Chief Financial Officer) or manager or any other salaried office for such period and on such terms as they think fit. Without prejudice to any claim a Director may have for damages for breach of any contract of service between him and the Company, the appointment of any Director under this Article shall be subject to determination if he ceases from any cause to be a Director or (subject to the terms of any contract between him and the Company) if the Directors resolve that his term of office as an executive Director be determined.

112. POWERS MAY BE DELEGATED

The Directors may entrust to and confer upon a Director holding such executive office any of the powers exercisable by them as Directors 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, 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.

PRESIDENT

113. PRESIDENT

The Directors may, from time to time, appoint any person to be President of the Company for such period and on such terms as they may think fit. The President shall not, by virtue of his office, be deemed to be a Director but nevertheless, by invitation of the Directors, he may attend meetings of the Directors for the purpose of giving advice, but may not vote, and the Directors may remunerate the President in respect of advice and assistance from time to time.

SECRETARY

114. SECRETARY

114.1 The Directors shall appoint, and may remove at their discretion, a Secretary, or two persons to act jointly as Secretary and shall fix his or their remuneration and terms and conditions of employment.

114.2 Anything required or authorised to be done by the Secretary by the Statutes or these Articles may if there are joint Secretaries in office be done by either of them.

RESTRICTION ON POWERS OF DIRECTOR WHO HOLDS OFFICE AS SECRETARY

A provision of the Statutes or these Articles requiring or authorising a thing to be done by 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.

AUTHENTICATION OF DOCUMENTS

116.1 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. Where any books, records, documents or accounts are elsewhere than at the office, the manager or other officer of the Company having the custody of them shall be deemed to be a person appointed by the Directors under this Article.

116.2 A document purporting to be a copy of a resolution of the Directors or an extract from the minutes of a meeting of the Directors which is certified as such in accordance with Article 116.1 shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the Directors.

MINUTES

MINUTES TO BE MADE

117.1 The Directors shall cause minutes to be made in books provided for the purpose:

117.1.1 of all appointments of officers made by the Directors;

117.1.2 of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

117.1.3 of all resolutions and proceedings at all meetings of the Company and the holders of any class of shares in the Company and of the Directors and of committees of the Directors

117.2 and any such minutes, if purporting to be signed by the Chair of the meeting to which they relate or at the meeting at which they are read, shall be sufficient evidence of the proceedings at the meeting without any further proof of the facts stated in them. Any such minutes must be kept for the period specified in the 2006 Act.

SEAL

118. SEAL AND SEALING

118.1 The Company may have a seal and the Directors shall provide for the safe custody of any such seal. The seal shall not be affixed to any instrument except by the express authority of a resolution of the Directors or of a committee of the Directors. Every instrument to which the seal is so affixed (subject to the provisions of Article 12) shall be signed by two Directors, or one Director and the Secretary, or by a Director in the presence of a witness or by such other person or persons as the Directors may appoint for the purpose.

118.2 Subject always to Article 12, certificates for shares of the Company and (subject to the terms or conditions of issue thereof) debentures or other forms of security may at the discretion of the Directors be issued without any signature or counter-signature.

119. BORROWING POWERS AND DEBENTURES

119.1 Subject to the provisions of this Article, the Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge all or any part of its undertaking, property and uncalled capital and to issue debentures and other securities whether outright or as security (principal or collateral) for any debt, liability or obligation of the Company or any third party.

119.2 The aggregate amount owing by the Company and all its subsidiary undertakings in respect of moneys borrowed by them or any of them (exclusive of moneys owing by the Company to any of its subsidiary undertakings or by any of its subsidiary undertakings to the Company or another of its subsidiary undertakings) shall not at any time without the previous sanction of the Company in general meeting exceed an amount equal to twice the aggregate of:

119.2.1 the amount paid up on the issued share capital of the Company; and

119.2.2 the amounts standing to the credit of the capital and revenue reserves (including any share premium account, capital redemption reserve, revaluation reserve or merger reserve) of the Company and its subsidiary undertakings, plus or minus any balance standing to the credit or debit on profit and loss account

all as shown in the then latest audited consolidated balance sheet of the Company and its subsidiary undertakings but after:

119.2.3 making such adjustments as may be appropriate in respect of any variation in the interest of the Company in subsidiary undertakings and in such paid up share capital and reserves since the date of the relevant balance sheet;

119.2.4 deducting the amount of any distributions not attributable to the Company out of profits (whether of a capital or revenue nature) accrued prior to the date of such balance sheet which have been made, declared, or

recommended since such date and were not provided for in the balance sheet; and

119.2.5 deducting amounts attributable to goodwill or other intangible items.

119.3 For the purposes of this Article, the expression "moneys borrowed" includes the following, except in so far as otherwise taken into account:

119.3.1 the principal amount (together with any fixed or minimum premium payable on final repayment) owing by the Company or any of its subsidiary undertakings under any debenture, debenture stock, bond or other security whether constituting a charge over the assets of such company or not, and whether issued for cash or otherwise;

119.3.2 the principal amount owing by the Company or any of its subsidiary undertakings under any acceptance credit opened on its behalf by any bank, acceptance house or finance company other than acceptances relating to the purchase or sale of goods in the usual course of trading;

119.3.3 the principal amount owing by the Company or any of its subsidiary undertakings in respect of any loan or advance from, or overdraft facility with, any bank, acceptance house or finance company;

119.3.4 the principal amount owing by the Company or any of its subsidiary undertakings under or in respect of any hire purchase agreement, finance lease (as defined in Statement of Standard Accounting Practice 21), conditional sale agreement, credit sale agreement or other agreement of a similar nature;

119.3.5 any deferred payment facilities from suppliers (which shall mean inter alia all trade credit in excess of 90 days granted to or taken by the Company or any of its subsidiary undertakings);

119.3.6 the nominal amount of any issued share capital and the principal amount of any borrowings (together, in each case, with any fixed or minimum premium payable on final repayment) the repayment of which is guaranteed or secured or is the subject of an indemnity given by the Company or any of its subsidiary undertakings and the beneficial interest in which is not owned by the Company or another of its subsidiary undertakings;

119.3.7 the nominal amount (including any fixed or minimum premium payable on final repayment) of any issued share capital, other than equity share capital, of any subsidiary undertaking of the Company the beneficial interest in which is not owned by the Company or another of its subsidiary undertakings

but shall not include:

119.3.8 borrowings which are made for the express purpose of repaying the whole or any part of moneys borrowed falling to be taken into account for the purpose of this Article (including any fixed or minimum premium payable on final repayment) and which are to be applied for that purpose within one month of being first borrowed (in which event they shall thereafter be treated as moneys borrowed falling to be taken into account for the purpose of this Article);

119.3.9 a proportion of the borrowings of any partly owned subsidiary undertaking (but only to the extent that an amount equivalent to such proportion exceeds the amount of any borrowings from such partly owned subsidiary undertaking by the Company or another of its subsidiary undertakings) such proportion being the proportion of the issued equity share capital of such partly owned subsidiary undertaking the beneficial interest in which is not owned directly or indirectly by the Company or another of its subsidiary undertakings;

119.3.10 borrowings by the Company or any of its subsidiary undertakings for the purpose of financing any contract for the sale of goods to the extent that the purchase price receivable under such contract is guaranteed or insured by UK Export Finance or any other company, firm or institution carrying on similar business;

and so that:

119.3.11 moneys borrowed and outstanding in a currency other than sterling shall be converted into sterling at the London spot buying rate for such currency as quoted at about 11 a.m. on the day in question by The Royal Bank of Scotland plc; and

119.3.12 any company which it is proposed shall become or cease to be a subsidiary undertaking contemporaneously with any relevant transaction shall be treated as if it had already become or ceased to be a subsidiary undertaking.

119.4 A certificate by the Auditors as to the aggregate amount of moneys borrowed which may at any one time in accordance with Article 119.2 be owing by the Company and its subsidiary undertakings without such sanction as is provided for in that Article, or as to the actual amount of moneys borrowed at any time, shall be conclusive and shall be binding upon the Company, its Members and all persons dealing with the Company.

119.5 No liability or security given in respect of moneys borrowed in excess of the limit imposed by Article 119.2 shall be invalid or ineffectual except in the case of express notice at the time when the liability was incurred or security given that the limit had been or was thereby exceeded.

119.6 The Directors shall be obliged to take all available steps (including the exercise of all voting and other rights or powers of control exercisable by the Company in relation to its

subsidiary undertakings) for securing that the aggregate amount at any time owing in respect of moneys borrowed by the Company and its subsidiary undertakings shall not (without the requisite sanction) exceed the limit provided for in this Article.

120. BONDS, DEBENTURES, ETC. TO BE SUBJECT TO CONTROL OF DIRECTORS

Subject to the provisions of the Statutes, any debentures or other securities issued or to be issued by the Company shall be under the control of the Directors, who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the benefit of the Company.

DIVIDENDS

121. PAYMENT OF DIVIDENDS

121.1 Subject to the Statutes and the rights of the holders of any shares entitled to any priority, preference or special privileges, and to the terms of issue of any shares, all dividends shall be declared and paid to the Members in proportion to the amounts paid up (as to nominal value) on the shares held by them respectively. No amount paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share.

121.2 All dividends shall, subject as aforesaid, be apportioned and paid proportionately to the amounts paid up (as to nominal value) 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 from a particular date, or pari passu as regards dividends with a share already issued, it shall rank accordingly.

121.3 In respect of each dividend to be paid by the Company the Directors may determine a record date, and the dividend shall be payable to those persons registered as Members at the close of business on the record date in respect of that dividend, and the amount payable to each Member shall be determined by reference to the number of shares (or, where appropriate, the number of shares of the relevant class) registered in his name at that time.

122. DIRECTORS TO RECOMMEND COMPANY TO DECLARE DIVIDEND

The Directors shall lay before the Company in general meeting a recommendation as to the amount (if any) which they consider should be paid by way of dividend, and the Company in general meeting may declare the dividend to be paid, but such dividend shall not exceed the amount recommended by the Directors.

123. DIVIDENDS ONLY OUT OF PROFITS

No dividend or interim dividend shall be paid otherwise than out of profits available for distribution in accordance with the provisions of the Statutes.

INTERIM DIVIDENDS

124.1 The Directors may from time to time pay to the Members, or any class of Members, such interim dividends as appear to the Directors to be justified by the profits of the Company.

124.2 If at any time the capital of the Company is divided into different classes of shares, the Directors may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferred rights as well as in respect of those shares which confer on the holders thereof preferential or special rights with regard to dividends, and provided that the Directors act bona fide they shall not incur any responsibility to the holders of any shares for any damage that they may suffer by reason of the payment of an interim dividend on any shares.

124.3 The Directors may also pay half yearly or at other suitable intervals to be determined by them any dividend which may be payable at a fixed rate if they are of the opinion that the profits justify the payment.

LIEN

125.1 The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

125.2 The Directors may retain the dividends payable upon shares in respect of which any person is, under the provisions as to the transmission of shares contained in these Articles, entitled to become a Member, or which any person is under those provisions entitled to transfer, until such person shall become a Member in respect of such shares or shall transfer the same.

METHOD OF PAYMENT OF DIVIDENDS

126.1 Any dividend or other money payable in respect of a share may be paid by cheque or warrant or similar financial instrument sent by ordinary post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one of those persons who is first named in the register or to such person and to such address as the person or persons entitled may in writing direct. Every cheque or warrant or similar financial instrument shall be made payable to, or to the order of, the person or persons entitled or to such other person as the person or persons entitled may in writing direct.

126.2 Any such dividend or other money may be paid by any other method (including by direct debit, bank transfer or otherwise electronically) which the Directors consider appropriate (including in respect of uncertificated shares, where the Directors are authorised to do so by or on behalf of the holder or joint holders in such manner as the Directors shall from time to time consider sufficient, by means of the relevant system concerned and subject always to the facilities and requirements of that relevant system).

126.3 Payment by direct debit, bank transfer or otherwise electronically pursuant to Article 126.2 shall be made to the bank or other account of the person otherwise entitled to receive payment by cheque or warrant or similar financial instrument pursuant to this Article 126 details of which account have been provided to the Company in writing by the person entitled to receive the same, save in respect of payments through a relevant system which shall be made in such manner as is consistent with the facilities and requirements of the relevant system, including by the sending of an instruction to the operator of the relevant system to credit the cash memorandum account of the person entitled to receive payment or to such other person as the person or persons entitled may in writing direct.

126.4 The Company may cease to send any cheque or warrant or similar financial instrument (or to use any other method of payment) for any dividend payable in respect of a share if, in respect of at least two consecutive dividends payable on that share, the cheque or warrant or similar financial instrument has been returned undelivered or remains uncashed (or that other method of payment has failed), or after only one occasion if reasonable enquiries by the Company have failed to establish any new address of the registered holder, but, subject to the provisions of these Articles, shall recommence sending cheques or warrants or similar financial instruments (or using another method of payment) for dividends payable on that share if the person or persons entitled so request.

126.5 Payment by such cheque or warrant or similar financial instrument or the collection of funds from, or transfer of funds by, any bank or other person so authorised on behalf of the Company in accordance with such direct debit or bank transfer or by electronic means (including the making of a payment in accordance with the facilities and requirements of a relevant system) shall be an absolute discharge to the Company.

126.6 Any one of joint holders or other persons jointly entitled to a share as aforesaid may give valid receipts for any dividend or other money payable in respect of the share.

DIVIDENDS NOT TO BEAR INTEREST

No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.

DISTRIBUTION OF ASSETS IN KIND

A general meeting declaring a dividend may, upon the recommendation of the Directors, direct that it shall be satisfied wholly or partly by the distribution of specific assets (and, in particular, of paid up shares or debentures of any other company) and, where any difficulty arises in regard to the distribution, the Directors may (i) settle the same as they think fit and fix the value for distribution of any assets, (ii) determine that cash shall be paid to any Member upon the basis of the value so fixed in order to adjust the rights of Members and (iii) may vest any assets in trustees.

UNCLAIMED DIVIDENDS

All dividends, interest and other sums payable which are unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until such time as they are claimed. Payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof and any dividend unclaimed after a period of 6 years from the date of declaration of such dividend, or from the date such dividend becomes due for payment, shall be forfeited and shall revert to the Company.

RESERVE FUND

RESERVE FUND

Before recommending a dividend, the Directors may set aside any part of the net profits of the Company to a reserve fund, and may apply the same either by employing it in the business of the Company or by investing it in such manner as they think fit and the income arising from such reserve fund shall be treated as part of the gross profits of the Company. Such reserve fund may, subject to the Statutes, be applied for the purpose of maintaining the property of the Company, replacing wasting assets, meeting contingencies, forming an insurance fund, equalising dividends, paying special dividends or bonuses, or for any other purpose for which the profits of the Company may lawfully be used and until the same shall be so applied it shall be deemed to remain undistributed profit. The Directors may also carry forward to the accounts of the succeeding year or years any profit or balance of profits which they shall not think fit to distribute or to place to reserve.

CAPITALISATION OF RESERVES

CAPITALISATION IN RELATION TO OPTION ADJUSTMENT

Notwithstanding any other provisions contained in these Articles, if an adjustment is made to the option price payable by an option holder under any employees' share scheme operated by the Company which results in the adjusted price per share payable on the exercise of any option in respect of any share being less than the nominal value of such share (the "adjusted price"), the Directors may upon the allotment of any share in respect of and following the exercise of the relevant option (the "New Share") capitalise any sum standing to the credit of any of the Company's reserve accounts which is available for distribution (excluding any share premium account, capital redemption reserve or other undistributable reserve) by appropriating such sum to the option holders concerned and applying such sum on their behalf in paying up in full an amount equal to the difference between the adjusted price and the nominal value of the New Share. The Directors may take such steps as they consider necessary to ensure that the Company has sufficient reserves available for such application. No further authority of the Company in general meeting shall be required.

132. CAPITALISATION OF RESERVES

132.1 Subject to the provisions of the Statutes, the Company in general meeting may upon the recommendation of the Directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve funds or reserve accounts (including any undistributable reserves) or to the credit of the profit and loss account (not being required for the payment of or provision for any fixed preferential dividend) and accordingly that such sum be applied (i) on behalf of the Members who would have been entitled thereto if distributed by way of dividend and in the same proportion either in or towards paying up any amounts for the time being unpaid on any shares held by such Members respectively or paying up in full unissued shares or debentures of the Company to be allotted and issued credited as fully paid up to and among such Members in the proportion aforesaid or partly in the one way and partly in the other or (ii) otherwise as directed by such resolution, and in each case the Directors shall give effect to such resolution. Provided that a share premium account and a capital redemption reserve or any reserve or fund representing unrealised profits may, for the purposes of this Article, only be applied in the paying up of unissued shares if such shares are to be allotted to Members as fully paid shares.

132.2 The following provisions of this Article (which are without prejudice to the generality of the provisions of Article 132.1) apply:

132.2.1 where a person is granted pursuant to an employees' share scheme a right to subscribe for shares in the Company in cash at a subscription price less than their nominal value; and

132.2.2 where, pursuant to an employees' share scheme, the terms on which any person is entitled to subscribe in cash for shares in the Company are adjusted as a result of a capitalisation issue, rights issue or other variation of capital so that the subscription price is less than their nominal value.

132.3 In any such case the Directors:

132.3.1 may transfer to a reserve account a sum equal to the deficiency between the subscription price and the nominal value of the shares (the "cash deficiency") from the profits or reserves of the Company which are available for distribution and not required for the payment of any preferential dividend; and

132.3.2 (subject to Article 132.5 below) if such transfer is made, shall not apply that reserve account for any purpose other than paying up the cash deficiency upon the allotment of those shares.

132.4 Whenever the Company is required to allot shares pursuant to such a right to subscribe, the Directors may (subject to the Statutes) appropriate to capital out of the reserve account an amount equal to the cash deficiency applicable to those shares, apply that

amount in paying up the deficiency on the nominal value of those shares and allot those shares credited as fully paid to the person entitled to them.

132.5 If any person ceases to be entitled to subscribe for shares as described above, the restrictions on the reserve account shall cease to apply in relation to such part of the account as is equal to the amount of the cash deficiency applicable to those shares.

132.6 No right shall be granted under any employees' share scheme under Article 132.2.1 and no adjustment shall be made as mentioned in Article 145.2.2 unless there are sufficient profits or reserves of the Company available for distribution and not required for the payment of any preferential dividend to permit the transfer to a reserve account in accordance with this Article of an amount sufficient to pay up the cash deficiency applicable to the shares concerned.

133. APPROPRIATIONS BY DIRECTORS

Following the passing of a resolution as referred to in Article 132.1, the Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded or the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Directors may authorise any person to enter, on behalf of all the Members interested, into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

134. SCRIP DIVIDENDS

134.1 Subject to approval by the Company in general meeting and subject to these Articles, the Directors may at their discretion resolve (at the same time as they resolve to recommend or to pay any dividend on any shares in the capital of the Company) that the Members will have the option to elect to receive in lieu of such dividend (or part of it) an allotment of additional ordinary shares in the capital of the Company credited as fully paid provided that:

134.1.1 an adequate number of unissued ordinary shares in the capital of the Company is available for this purpose; and

134.1.2 the approval by the Company in general meeting may not be given for a period in excess of five years.

134.2 A Member may exercise such option to elect in respect of one dividend only or (if the Directors resolve that Members should be so permitted) in respect of all future dividends (a "continuing election"). Subject to Article 134.4, any such continuing election shall cease to have effect upon being revoked by notice in writing delivered by the Member to, or received at, the office or such other place as the Company may direct from time to time.

134.3 The number of ordinary shares in the capital of the Company to be allotted in lieu of any amount of dividend as aforesaid shall be determined by the Directors so that the value of such shares shall equal (as nearly as possible without exceeding) such amount and for this purpose the value of an ordinary share shall be deemed to be the average of the middle market quotations of such shares as shown in the Daily Official List of the London Stock Exchange (adjusted as below) on the ex-dividend date and on the next four business days and each such middle market quotation as is not "ex-dividend" shall be adjusted by deducting therefrom the cash amount of such dividend per share.

134.4 The Directors, after determining the maximum number of ordinary shares in the capital of the Company to be allotted as aforesaid, shall give notice to the Members of the option to elect accorded to them and shall send with such notice forms of election which specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective. If appropriate such notice will also refer to the fact that any continuing elections remain in effect and specify the place at which and the latest date and time by which notices of revocation must be lodged if the continuing election is not to apply in respect of the dividend in question.

134.5 The Directors shall allot to the holders of those shares in respect of which the share election has been or is duly exercised in lieu of the dividend (or that part of the dividend in respect of which the right of election has been accorded) such number of additional ordinary shares in the capital of the Company determined as aforesaid and for such purpose the Directors shall appropriate and capitalise out of any reserve or fund (including any share premium account or capital redemption reserve or profit and loss account) as they shall determine an amount equal to the aggregate nominal amount of the additional ordinary shares to be so allotted and apply the same in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to and amongst those Members who have given notices of election, such additional ordinary shares to rank pari passu in all respects with the fully paid ordinary shares in the capital of the Company then in issue save only as regards participation in the relevant dividend.

134.6 The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded or the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Directors may authorise any person to enter, on behalf of all the Members interested, into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

134.7 The Directors may on any occasion determine that rights of election shall not be made available to any Members with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of rights of election would or might be unlawful and in such event the provisions aforesaid shall be construed subject to such determination.

ACCOUNTS

135. INSPECTION OF ACCOUNTING RECORDS

The Directors may from time to time determine whether and to what extent and at what times and places, and on what conditions, the accounting records of the Company, or any of them, shall be open to the inspection of the Members (not being Directors), and the Members shall have only such rights of inspection as are given to them by the Statutes or by such determination of the Directors.

COMMUNICATION OF NOTICES AND OTHER DOCUMENTS

136. COMMUNICATION OF DOCUMENTS AND INFORMATION

136.1 Subject to the specific terms of any Article, any notice to be given to or by any person pursuant to these Articles shall be in writing (which, for the avoidance of doubt, shall be deemed to include a notice given in electronic form), save that a notice convening a meeting of the Board or of a committee of the Board need not be in writing.

136.2 Save as otherwise provided in these Articles, any notice or other Shareholder Information may be served by the Company on, or supplied by the Company to, any person:

136.2.1 by hand;

136.2.2 by sending it by post in a prepaid envelope addressed to such person at his postal address as appearing in the register; or

136.2.3 by sending or supplying it in electronic form in accordance with Article 140.

136.3 In the case of joint holders of a share all notices or other Shareholder Information shall be given or supplied to the joint holder who is named first in the register, and notice so given or other Shareholder Information so supplied shall be sufficient notice or supply to all the joint holders. Anything to be agreed or specified in relation to a notice or other Shareholder Information may be agreed or specified by the joint holder who is named first in the register.

136.4 In the case of notices or other Shareholder Information sent by post, proof that an envelope containing the communication was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given or other Shareholder Information sent. A communication made by post shall be deemed to be given or received:

136.4.1 if sent by first class post or special delivery from an address in the United Kingdom, on the day after it was posted in accordance with this Article; and

136.4.2 otherwise, 48 hours after it was posted in accordance with this Article.

In calculating the time of deemed delivery for the purposes of this Article no account shall be taken of Sundays or Bank Holidays.

TRANSMISSION OF SHARES

137.1 A person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member on supply to the Company of such evidence as the Board may reasonably require to show his title to that share, and upon supplying also a postal address for the service of notices and other Shareholder Information and, if he wishes, an address for the service and delivery of electronic communications, shall be entitled (subject always to these Articles) to have served on or delivered to him at such address any notice or other Shareholder Information to which the Member but for his death, mental disorder or bankruptcy would have been entitled, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such notice or Shareholder Information on all persons interested (whether jointly with or as claiming through or under him) in the share. Until such address or addresses have been so supplied, any notice or other Shareholder Information may be sent or supplied in any manner in which it might have been sent or supplied if the death, mental disorder or bankruptcy had not occurred and if so sent or supplied shall be deemed to have been duly sent or supplied in respect of any share registered in the name of such Member as sole or first-named joint holder.

137.2 Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register, has been duly given to a person from whom he derives his title provided that such person shall not be bound by any such notice given by the Company under section 793 of the 2006 Act or under Article 17.

SUSPENSION OF POSTAL SERVICE

If the postal service in the United Kingdom or some part of the United Kingdom is suspended or restricted, the Company needs to give notice of a meeting only to holders with whom the Company can communicate by electronic means and who have provided the Company with an address for this purpose. The Company must also publish the notice in at least one United Kingdom national newspaper and make it available on its website from the date of such publication until the conclusion of the meeting or any adjournment of the meeting. If it becomes generally possible to send or supply notices by post in hard copy form at least six clear days before the meeting, the Company will send or supply a copy of the notice by post to those who would otherwise receive it in hard copy form by way of confirmation.

DEEMED RECEIPT BY ATTENDING MEMBER

Any Member present, either personally or by proxy or (in the case of a corporate member) by representative, at any general meeting of the Company or of the holders of any class of shares in the Company shall for all purposes be deemed to have received due notice of such meeting and, where required, of the purposes for which such meeting was called.

140. ELECTRONIC COMMUNICATIONS

140.1 Subject to the provisions of the Statutes, any notice or other Shareholder Information will be validly sent or supplied if sent or supplied by the Company to any member or person nominated by a Member to receive Shareholder Information in electronic form if that person has agreed (generally or specifically) (or, if the Member is a company and it is deemed by the Statutes to have agreed) that the communication may be sent or supplied in that form and:

140.1.1 the notice or other Shareholder Information is sent using electronic means to such address (or to one of such addresses if more than one) as may for the time being be notified by the Member to the Company (generally or specifically) for that purpose or, if the intended recipient is a company, to such address as may be deemed by a provision of the Statutes to have been so specified;

140.1.2 the notice or other Shareholder Information is sent or supplied in electronic form by hand, handed to the recipient or sent or supplied to an address to which it could validly be sent if it were in hard copy form; and

140.1.3 in each case that person has not revoked the agreement.

140.2 Subject to the provisions of the Statutes any notice or other Shareholder Information will be validly sent or supplied by the Company if it is made available by means of a website communication where that person has agreed, or is deemed by the Statutes to have agreed (generally or specifically) that the communication may be sent or supplied to him in that manner and:

140.2.1 that person has not revoked the agreement;

140.2.2 that person is notified in a manner for the time being agreed for the purpose between that person and the Company of:

140.2.2.1 the publication of the notice or other Shareholder Information on a website;

140.2.2.2 the address of that website; and

140.2.2.3 the place on that website where the notice or other Shareholder Information may be accessed and how it may be accessed;

140.2.2.4 the notice or other Shareholder Information continues to be published on the website throughout the period specified in the 2006 Act; and

140.2.2.5 the notice or other Shareholder Information is published on the website throughout the period referred to in Article 140.3 provided that if the notice or other Shareholder Information is published on that website for a part but not all of such period, the notice or other Shareholder Information will be treated as published throughout that period if the failure to publish the notice or other Shareholder Information throughout that period is wholly

attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.

140.3 When any notice or other Shareholder Information is given or sent by the Company by electronic means, it shall be deemed to have been given on the same day as it was sent to an address supplied by the Member or person nominated by the Member to receive Shareholder Information, and in the case of the publication of a notice or other Shareholder Information by website communication, it shall be deemed to have been received by the intended recipient 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 pursuant to Article 140.2.2.

COMMUNICATION BY MEMBERS

141.1 Where in accordance with these Articles a Member is entitled or required to give or send to the Company a notice in writing, the Company may, if it in its absolute discretion so decides, (and shall, if it is required to do so or is deemed to have so agreed by any provision of the Statutes) permit such notices (or specified classes thereof) to be sent to the Company by such means of electronic communication as may from time to time be specified (or be deemed by the Statutes to be agreed) by the Company, so as to be received at such address as may for the time being be specified (or deemed by the Statutes to be specified) by the Company (generally or specifically) for the purpose. Any means of so giving or sending such notices by electronic communication shall be subject to any terms, limitations, conditions or restrictions that the Board may from time to time prescribe.

FAILURE IN COMMUNICATION

The Company shall not be responsible for any failure in communication beyond its control. Any accidental failure to send any notice, document or information to any person entitled to it under these Articles, or the non-receipt by any such person of such document or information, shall be disregarded.

FAILURE TO NOTIFY CONTACT DETAILS

143.1 If the Company sends two consecutive documents or pieces of information to a Member over a period of not less than 12 months and:

143.1.1 each of them is returned undelivered; or

143.1.2 the company receives notification that neither of them has been delivered;

that Member ceases to be entitled to receive documents or information from the Company.

143.2 A Member who has ceased to be entitled to receive documents or information from the Company shall become entitled to receive documents or information again by sending the Company:

143.2.1 a new postal address for the service of notices or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices in electronic form, subject always to the terms of Article 140.1; or

143.2.2 if the Member has agreed that the Company should use a means of communication other than sending things to such an address, the information that the Company needs to use that means of communication effectively.

143.3 For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agents) and a notice sent by electronic communication shall be treated as returned undelivered if the Company (or its agents) receive(s) notification that the notice was not delivered to the address to which it was sent.

COMMUNICATIONS BY A RELEVANT SYSTEM

144.1 Subject to the Statutes and to the provisions of these Articles, the Company may also communicate a document or information to a Member by a relevant system, provided that the Member has agreed with the Company to accept communication by a relevant system either in relation to the particular communication concerned or in relation to communications generally or in relation to the particular class of communications which includes the particular communication concerned.

144.2 If a document or information is sent by a relevant system, it shall be treated as being delivered when the Company (or a sponsoring system-participant acting on its behalf) sends the issuer-instruction relating to the document or information.

144.3 In proving delivery of a document or information by a relevant system, it shall be sufficient to show that it was properly addressed and put into the relevant system with any fee or charge payable for communication paid or otherwise accounted for.

DESTRUCTION OF DOCUMENTS

DESTRUCTION OF DOCUMENTS

145.1 Subject to compliance with the rules (as defined in the Regulations) applicable to shares in uncertificated form the Company shall be entitled to destroy the following documents at the following times:

145.1.1 registered instruments of transfer or dematerialised instructions transferring shares and any other documents which were the basis for making an entry on the register: at any time after the expiration of six years from the date of registration thereof;

145.1.2 allotment letters: at any time after the expiration of six years from the date of their issue;

145.1.3 dividend mandates, powers of attorney, grants of probate and letters of administration: at any time after the account to which the relevant mandate, power of attorney, grant of probate or letters of administration related has been closed;

145.1.4 proxy forms (whether lodged in electronic form or otherwise): where no poll is held, at any time after the expiration of one month after the date of the meeting to which the proxy relates. Where a poll is held, at any time after the expiration of one year after the date of the meeting to which the proxy relates;

145.1.5 notifications of change of address (including addresses for the purpose of receipt of communications in electronic form and any Nomination Notices, and all mandates and other written directions as to the payment of dividends (being mandates or directions which have been cancelled)): at any time after the expiration of two years from the date on which the change is recorded by the Company; and

145.1.6 cancelled share certificates: at any time after the expiration of one year from the date the cancellation is made by the Company.

145.1.7 Any document referred to above may, subject to the Statutes, be destroyed before the end of the relevant period so long as a copy of such document (whether made electronically, by microfilm, by digital imaging or by any other means) has been made and is retained until the end of the relevant period.

145.2 It shall conclusively be presumed in favour of the Company:

145.2.1 that every entry in the register purporting to be made on the basis of any such documents so destroyed was duly and properly made; and

145.2.2 that every such document so destroyed was valid and effective and had been duly and properly registered, cancelled, or recorded, as the case may be, in the books or records of the Company.

145.3 The provisions of Articles 145.1 and 145.2 shall apply 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.

145.4 Nothing in this Article 145 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances, which would not attach to the Company in the absence of this Article.

145.5 References in this Article to the destruction of any document include the disposal of it in any manner.

INDEMNITIES, INSURANCE AND FUNDING OF DEFENCE PROCEEDINGS

146. INDEMNITIES, INSURANCE AND FUNDING OF DEFENCE PROCEEDINGS

146.1 This Article 146 shall have effect, and any indemnity provided by or pursuant to it shall apply, only to the extent permitted by, and subject to the restrictions of, the 2006 Act. It does not allow for or provide (to any extent) an indemnity which is more extensive than as permitted by the 2006 Act and any such indemnity is limited accordingly. This Article is also without prejudice to any indemnity to which any person may otherwise be entitled.

146.2 The Company shall indemnify every person who is a Director, the Secretary (if any) or other officer (other than an auditor) of the Company or of any of its subsidiaries out of the assets of the Company from and against any loss, liability or expense incurred by him or them in relation to the Company or any of its subsidiaries.

146.3 The Company may indemnify any person who is a director of a company that is a trustee of an occupational pension scheme (as defined in section 235(6) of the 2006 Act) out of the assets of the Company from and against any loss, liability or expense incurred by him or them in connection with such company's activities as trustee of the scheme.

146.4 The Directors 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 of the Company or any associated company of the Company or a trustee of any pension fund or employee benefits trust for the benefit of any employee of the Company or any associated company of the Company.

146.5 The Directors may, subject to the provisions of the Statutes, exercise the powers conferred on them by section 205 of the 2006 Act to:

146.5.1 provide funds to meet expenditure incurred or to be incurred in defending proceedings referred to in that section or in connection with an application for relief referred to in that section; or

146.5.2 take any action to enable such expenditure not to be incurred,

and the Company shall be permitted to take or omit to take any action or enter into any arrangement which would otherwise be prohibited under sections 197 to 203 of the Act to enable a Director to avoid incurring such expenditure.

146.6 Subject to section 206 of the 2006 Act, the Company may also provide a Director with funds to meet expenditure incurred or to be incurred by him in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the Company or any associated company and the Company shall be permitted to take or omit to take any action or enter into any arrangement which would otherwise be prohibited under section 197 of the 2006 Act to enable a director to avoid incurring such expenditure.

146.7 In this Article 146, "associated company" has the meaning given to it in section 256 of the 2006 Act.

WINDING UP

147. POWER OF DIRECTORS TO PETITION

The Directors have the power in the name of the Company to present a petition to the Court for the Company to be wound up.

148. DISTRIBUTION OF ASSETS IN WINDING UP

If the Company shall be wound up, the assets remaining after payment of the debts and liabilities of the Company and the costs of the liquidation shall be applied, first, in repaying to the Members the amounts paid up on the shares held by them respectively, and the balance (if any) shall be distributed among the Members in proportion to the number of shares held by them respectively. Provided always that the provisions of this Article shall be subject to the rights of the holders of shares (if any) issued upon special conditions.

149. ASSETS MAY BE DISTRIBUTED IN SPECIE

In a winding up, any part of the assets of the Company, including any shares in or securities of other companies, may, with the sanction of a special resolution of the Company, be divided by the liquidator among the Members of the Company in specie, or may, with the like sanction, be vested in trustees for the benefit of such Members, and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares on which there is any liability.

SHAREHOLDER RIGHTS

150. NOMINATION NOTICES

150.1 This Article 150 applies where a Member nominates another person to enjoy Information Rights pursuant section 146 of the 2006 Act.

150.2 The Company may prescribe the form and content of Nomination Notices. Unless the Company prescribes otherwise, a Nomination Notice shall:

150.2.1 state the name and address of the person nominated;

150.2.2 confirm that the Member holds shares in the Company on behalf of the person nominated pursuant to the Nomination Notice;

150.2.3 specify whether the person nominated wishes to receive Shareholder Information in hard copy form, in electronic form or by website communication and include any further information which the Company will need in order to use the means of communication specified;

150.2.4 indicate whether the Information Rights are to be enjoyed only by the person nominated, or whether the Member giving the notice may also continue to enjoy them;

150.2.5 specify the date from which it is to take effect;

150.2.6 specify the date on which it is to cease to have effect, or that it is to have effect until further notice or until the Member concerned transfers or ceases to hold any shares in the Company; and

150.2.7 be executed by or on behalf of the Member and the person nominated.

150.3 Subject to these Articles, the Company shall give effect to any Nomination Notice received by it in accordance with these Articles but in accordance with section 146(5) of the 2006 Act shall not be obliged to act on a nomination purporting to relate to certain Information Rights only.

150.4 A nomination made by Nomination Notice shall cease to have effect:

150.4.1 in accordance with its terms; or

150.4.2 in accordance with sections 148(3), 148(5) or 148(7) of the 2006 Act.

150.5 If the Company receives a document which purports to be a Nomination Notice but which does not contain the required information or which is not given in the form prescribed by the Company, the Company shall give effect to it in accordance with section 147(5) to the extent that it is able to do so and shall notify the Member that it is incomplete (and in what respect it is incomplete) and that the Company cannot give full effect to it in its present form.

150.6 The Company shall be entitled to treat a Nomination Notice as surviving a subdivision, consolidation or reclassification of the Company's share capital.

150.7 The Company shall keep a record of all Nomination Notices which are in force.

150.8 The Company shall provide any Member, on request and without charge, with a copy of the records of Nomination Notices given by that Member in so far as it is able to do so.

150.9 The Company may fix a record date for the enjoyment of Information Rights or for the circulation of Shareholder Information to persons nominated by Nomination Notices.

150.10 Anything to be carried out by the Company in Articles 150.1 and 150.2 may instead be carried out by the Company through its agents.

AI assistant

Record Financial Group — Governance Information 2020

5199_rns_2020-08-04_26f87d43-0124-48f0-a2b7-a277c00d0d34.pdf

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

NEW ARTICLES OF ASSOCIATION

OF

RECORD PLC

COMPANY NUMBER: 01927640

CONTENTS

VOTES OF MEMBERS... 28

DIRECTORS... 32

POWERS AND DUTIES OF DIRECTORS... 33

DIRECTORS' INTERESTS... 35

VACATION OF OFFICE... 38

RE-ELECTION OF DIRECTORS... 39

6. CONTROL OF DIRECTORS OVER SHARES

7. UNDERWRITING COMMISSION AND BROKERAGE

ALTERATION OF SHARE CAPITAL

8. ALTERATION OF SHARE CAPITAL

11. ISSUE OF FURTHER SHARES

SHARE CERTIFICATES

12. CERTIFICATES

13. ADDITIONAL CERTIFICATES

14. RENEWAL OF CERTIFICATES

HOLDERS OF, AND INTERESTS IN, SHARES

15. JOINT HOLDERS OF SHARES

16. TRUSTS NOT RECOGNISED

17. DISCLOSURE OF INTERESTS IN SHARES

UNCERTIFICATED SHARES

18. UNCERTIFICATED SHARES

CALLS ON SHARES

19. CALLS ON SHARES

20. WHEN CALL DEEMED TO BE MADE

21. DIFFERENCES IN AMOUNTS PAID ON SHARES

22. INTEREST ON CALLS IN ARREAR

23. INSTALMENTS TO BE TREATED AS CALLS

24. PAYMENT IN ADVANCE OF CALLS

FORFEITURE OF SHARES AND LIEN

25. NOTICE REQUIRING PAYMENT OF CALL OR INSTALMENT

26. WHAT THE NOTICE IS TO STATE

27. FORFEITURE IF NOTICE NOT COMPLIED WITH

28. FORFEITED OR SURRENDERED SHARES THE PROPERTY OF THE COMPANY

TRANSFER OF SHARES

34. RIGHT TO TRANSFER SHARES

35. TRANSFER OF CERTIFICATED SHARES

36. TRANSFERS OF UNCERTIFICATED SHARES

37. POWER TO REFUSE REGISTRATION OF TRANSFERS OF CERTIFICATED SHARES

44. LIMITATION OF RIGHTS BEFORE REGISTRATION

UNTRACED MEMBERS

45. UNTRACED MEMBERS

GENERAL MEETINGS

47. ANNUAL GENERAL MEETINGS

48. CONVENING GENERAL MEETINGS

49. BUSINESS AT MEETING CALLED BY REQUISITION

NOTICE OF GENERAL MEETINGS

50. NOTICE OF GENERAL MEETING

51. RECIPIENTS OF NOTICES

57. ADJOURNMENT OF GENERAL MEETINGS

58. ADJOURNMENT WITH CONSENT OF MEETING/BY THE CHAIR

59. NOTICE OF ADJOURNED MEETING

60. FORM OF GENERAL MEETINGS

60.1 In these Articles:

60.2

60.3

60.3.1

60.3.2

60.3.2.1

60.3.2.2

60.3.3

61. SECURITY ARRANGEMENTS AT GENERAL MEETINGS

62. VOTING AT GENERAL MEETINGS

63. AMENDMENTS TO RESOLUTIONS

64. POLL

65. WHEN POLL TAKEN WITHOUT ADJOURNMENT

66. EFFECTIVENESS OF SPECIAL RESOLUTIONS

VOTES OF MEMBERS

67. VOTES OF MEMBERS

68. BY RECEIVER OR CURATOR

72. ANY PERSON MAY ACT AS PROXY

Record Financial Group Governance Information 2020