THE COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of -

RIVERSTONE CREDIT OPPORTUNITIES INCOME PLC

(Adopted by special resolution passed on 8 May 2019)

Matter ref 162419.000001 Ref: C4JB/JA

Hogan Lovells International LLP Atlantic House, Holborn Viaduct, London EC1A 2FG

The Companies Act 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

RIVERSTONE CREDIT OPPORTUNITIES INCOME PLC

I. PRELIMINARY

1. APPLICATION

No regulations or articles set out in any statute or any statutory instrument or other subordinate legislation made under any statute concerning companies must apply as the regulations or articles of the Company. The following must be the Company's articles of association.

2. INTERPRETATION

2.1 In these Articles, if not inconsistent with the subject or context:

"AIF Rules" means the AIF rules made in accordance with article 167;

"AIFM" has the meaning given to that term in the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773);

"AIFMD" means EU Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers;

"AIFMD Rules" means collectively: (a) the AIFMD; (b) the EU Commission Delegated Regulation (EU) No 231/2013; (c) the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773); and (d) the UK Financial Conduct Authority's rules that implement the AIFMD, and all other related opinions and interpretative guidance that is (in each case) binding on the AIFM of the Company;

"Alternate Director" has the meaning given in article 109.1;

"Annual Accounts and Reports" means those profit and loss accounts, balance sheets, group accounts (if any) and directors' and auditor's reports for each financial year of the Company as are required by the Statutes to be laid before the Company in general meeting;

"Articles" means these articles of association as from time to time altered in accordance with the Statutes;

"Base Rate" means the base lending rate per annum most recently set by the Monetary Policy Committee of the Bank of England (or such other bank as the Board may decide) as it stands from time to time;

"Board" means the board of Directors or the Directors present or deemed to be present at a duly convened meeting of the Directors at which a quorum is present;

"Business Day" means a day on which the London Stock Exchange is open, other than a Saturday, Sunday or other day when banks in the City of London are not generally open for non-automated business;

"C Shares" means the shares of \$0.10 in the capital of the Company issued and designated as C Class shares of whatever tranche and having the rights and being subject to the restrictions described in these Articles;

"C Share Surplus" means in relation to any tranche of C Shares the net assets of the Company attributable to the C Shares in that tranche, being the assets attributable to the C Shares in that tranche (including for the avoidance of doubt, any income and/or revenue (net of expenses) arising from or relating to such assets) less such proportion of the Company's liabilities as the Directors shall reasonably allocate to the assets of the Company attributable to such C Shares;

"Calculation Time" means in relation to any tranche of C Shares the earliest of:

(a) the close of business on the date determined by the Directors that at least 85 per cent. (or such other percentage as determined by the Directors at the time of issue of the relevant tranche of C Shares) of the assets attributable to that tranche of C Shares have been invested (as defined below) in accordance with the Company's investment policy;
(b) the close of business on the last Business Day prior to the day on which Force Majeure Circumstances have arisen or the Directors resolve that such circumstances are in contemplation;
(c) the close of business on such date as the Directors may determine to enable the Company to comply with its obligations in respect of Conversion; and
(d) the close of business on the Business Day falling six months after the admission of that tranche of C Shares to trading on the London Stock Exchange's Main Market or such other time or date as may be determined by the Directors at the time at which the relevant tranche of C Shares were issued;

"Certificated" or "Certificated Form" in relation to a share means that title to the share is recorded on the Register as being held in certificated form;

"Clear Days" means, in relation to a period of notice, that period excluding the day when the notice is received or deemed to have been received and the day for which it is given or on which it is to take effect;

"Company" means Riverstone Credit Opportunities Income Plc registered in England and Wales;

"Companies Act" means the Companies Act 2006;

"Connected", in relation to a Director, has the meanings given to it in section 252 and 254 of the Companies Act;

"Continuation Pool" means the pool of cash, assets and liabilities allocated to the holders of continuing Ordinary Shares when other Ordinary Shares are redesignated as Realisation Shares pursuant to the Realisation Election;

"Conversion" means in relation to any tranche of C Shares, the conversion of that tranche of C Shares into New Shares and Deferred Shares in accordance with article 8.8;

"Conversion Ratio" is A divided by B calculated to four decimal places (with 0.00005 being rounded upwards) where:

$$A = \frac{(\mathcal{C} - \mathcal{D})}{E}$$

and

$$B = \frac{(F - G)}{H}$$

and where:

"C" is the aggregate value of all assets and investments of the Company attributable to the relevant tranche of C Shares (as determined by the directors) at the relevant Calculation Time calculated in accordance with the valuation policy adopted by the directors from time to time;

"D" is the amount which (to the extent not otherwise deducted in the calculation of "C") in the Directors' opinion fairly reflects the amount of the liabilities attributable to the C Shares of the relevant tranche at the Calculation Time;

"E" is the number of C Shares of the relevant tranche in issue at the Calculation Time;

"F" is the aggregate value of all assets and investments attributable to the Ordinary Shares in the Company (as determined by the directors) at the relevant Calculation Time calculated in accordance with the valuation policy adopted by the directors from time to time;

"G" is the amount which (to the extent not otherwise deducted in the calculation of "F") in the Directors' opinion fairly reflects the amount of the liabilities and expenses of the Company at the Calculation Time including, for the avoidance of doubt, the full amount of all dividends declared but not paid less the amount of "D"; and

"H" is the number of Ordinary Shares in issue at the Calculation Time.

"Conversion Time" means a time which falls after the Calculation Time and is the time at which the admission to trading of the New Shares on the Specialist Fund Segment of the Main Market becomes effective and which is the earlier of:

(a) the opening of business on such Business Day as is selected by the Directors provided that such day shall not be more than twenty Business Days after the Calculation Time; or
(b) such earlier date as the Directors may resolve should Force Majeure Circumstances have arisen or the Directors resolve that such circumstances are in contemplation;

"CRS" means the OECD Common Reporting Standard, or any similar or successor information standard or legislation or any information standard or legislation developed or made by any other jurisdiction in connection with it;

"Deferred Shares" means deferred shares of \$0.01 each in the capital of the Company having the rights and being subject to the restrictions set out in these Articles arising on Conversion;

"Director" means a director of the Company;

"E Shares" means the non-redeemable E shares of one pound each in the capital of the Company having the rights and subject to the restrictions set out in these Articles;

"Election Date" has the meaning given in article 10.1;

"Election Period" means the period starting on the Election Date and ending 5 Business Days before the Redesignation Date;

"Electronic General Meeting" has the meaning given to it in article 60;

"Entitled by Transmission" in relation to a share means entitled as a consequence of the death or bankruptcy of a Member or otherwise by operation of law;

"ERISA" means the United States Employee Retirement Income Security Act of 1974;

"Exchange Act" means the US Securities Exchange Act of 1934;

"FCA" means the Financial Conduct Authority;

"Force Majeure Circumstances" means in relation to any tranche of C Shares:

(a) any political or economic circumstances or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the Directors, renders Conversion necessary or desirable;
(b) the issue of any proceedings challenging, or seeking to challenge the power of the Company or its Directors to issue the C Shares of that tranche with the rights proposed to be attached to them or to the persons to whom they are, or the terms on which they are, proposed to be issued; or
(c) the convening of any general meeting of the Company at which a resolution is to be proposed to wind up the Company;

"Holder" in relation to a share means the Member whose name is entered in the Register or Operator Register as the holder of that share;

"Independent Accountants" means such firm of chartered accountants as the Directors may, from time to time, appoint for the purpose;

"Investment Company Act" means the US Investment Company Act of 1940;

"Investment Policy" means the Company's stated investment policy from time to time;

"Issue Date" means in relation to any tranche of C Shares the date on which the admission of such C Shares to trading on the Specialist Fund Segment of the Main Market becomes effective or, if later, the day on which the Company receives the net proceeds of the issue of such C Shares;

"London Stock Exchange" means London Stock Exchange plc;

"Main Market" means the main market of the London Stock Exchange for listed securities;

"Management Shares" means the redeemable management shares of one pound each in the capital of the Company having the rights and subject to the restrictions set out in these Articles;

"Member" means a Person whose name is entered in the Register and, if the Company is a Participating Issuer:

(c) the Register also shows that Person as holding shares in the Company in Certificated Form; or
(d) the Operator Register shows that Person as holding shares in the Company in Uncertificated Form; or
(e) that Person is deemed to be a member of the Company by the Regulations;

"Minimum Amount" means £3.00 or such greater sum as the Board may decide being not greater than the maximum sum which the FCA may from time to time permit for the purpose;

"New Shares" means Ordinary Shares arising on the conversion of the C Shares of the relevant tranche;

"Non-executive Director" has the meaning given to it in article 96.1;

"Notice of Termination of Proxy" has the meaning given to it in article 83.3;

"Office" means the Company's registered office;

"Operator" means a Person approved by the Treasury under the Regulations as Operator of a Relevant System;

"Operator Register" means the Company's Operator register of members as required by regulation 20(3) of the Regulations;

"Ordinary Shares" means the redeemable ordinary shares of \$0.01 each in the capital of the Company, issued and designated as Ordinary Shares and having the rights described in these Articles;

"Paid up" means paid up or credited as paid up in respect of the nominal amount of a share and any premium at which the share is issued;

"Participating Issuer" means a Person who has issued a security which is a Participating Security;

"Participating Security" means a security title to units which is permitted by an Operator to be transferred by means of a Relevant System;

"Partly Paid up" means, in relation to a share, that part of that share's nominal value or any premium at which it was issued that has not been paid to the Company;

"Person Entitled by Transmission" means a person entitled to a share by transmission by whatever means, including through operation of law or death of the previous Holder;

"Portfolio" means the Company's portfolio of investments from time to time;

"Prohibited US Person" has the meaning given to it in article 49.1;

"Proxy Notice" has the meaning given to it in article 79.2;

"Realisation" means the reorganisation of the Portfolio into two separate pools of assets in accordance with Realisation Elections made, as provided for in article 10;

"Realisation Election" means an instruction sent by a member during the Election Period in accordance with article 10.1 requesting that all or part of the Ordinary Shares held by such holder be redesignated, as from the Resignation Date, as Realisation Shares;

"Realisation Pool" means the pool of cash, assets and liabilities to be created by the Directors and allocated to the holders of Realisation Shares in accordance with article 10;

"Realisation Share" means a redeemable realisation share of \$0.01 in the capital of the Company having the rights and being subject to the restrictions set out in article 10;

"Record of Uncertificated Shares" means the record of the entries made in its Operator Register as required by regulation 20(6) of the Regulations;

"Redesignation Date" has the meaning given in article 10.4;

"Register" means:

(a) the register of members as required by section 113 of the Companies Act; or
(b) if the Company is a Participating Issuer, the Company's issuer register of members as required by regulation 20(2) of the Regulations;

"Regulations" means the Uncertificated Securities Regulations 2001;

"Relevant System" means a computer-based system and procedures, permitted by the Regulations, which enable title to units of a security to be evidenced and transferred without a written instrument, and which facilitate supplementary and incidental matters and includes, without limitation, the relevant system of which Euroclear UK & Ireland Limited is the Operator;

"Seal" means the Company's common seal and any official seal permitted to be used by section 49 or section 50 of the Companies Act;

"Securities Act" means the US Securities Act of 1933;

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

"Statutes" means the Companies Act, the AIFMD Rules, the Regulations and each act and statutory instrument for the time being in force concerning companies and affecting the Company;

"Tax Information Reporting Rules" means (i) The United States Foreign Account Tax Compliance Act provisions of the US Hiring Incentives to Restore Employment Act 2010, which implemented Sections 1471 through 1474 of the U.S. Code, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the U.S. Code; (ii) any legislation, regulations or guidance enacted

in or adopted by any jurisdiction that seeks to implement legislation described in (i) above or a similar tax reporting or withholding tax regime, including without limitation any legislation, regulations or guidance relating to the Organisation for Economic Cooperation and Development's "Common Reporting Standard"; (iii) any intergovernmental agreement, treaty or other agreement entered into in order to comply with, facilitate, supplement or implement any legislation, regulations or guidance described in clause (i) or (ii) above; and (iv) any legislation, regulations or guidance that gives effect to any matter described in clauses (i) through (iii) above.

"Uncertificated" or "Uncertificated Form" in relation to a share means that title to the share is recorded on the Operator Register, and may, by virtue of the Regulations, be transferred by means of a Relevant System; and

"United Kingdom" means Great Britain and Northern Ireland;

"US Internal Revenue Code" means the US Internal Revenue Code of 1986.

2.2 In these Articles, a reference to:
(a) a section or provision of any of the Statutes or any other laws, statutes, rules and regulations referred to in these Articles, if not inconsistent with the subject or context, includes every statutory modification, substitution, amendment, extension or re-enactment of the section or provision for the time being in force;
(b) "including" or "includes" does not limit the scope of the meaning of the words preceding it;
(c) a notice, document or information being given or sent by the Company includes that notice, document or information being sent or supplied by any means permitted by these Articles;
(d) a notice, document or information which is to be sent or supplied to the Company being signed, executed or given under hand, is a reference, where that notice, document or information is in electronic form, to its being authenticated in the manner that is determined from time to time by the Board for documents of that type which are sent or supplied in electronic form or (if the Board has not determined its requirements for the authentication of that type of document) in the manner indicated by the Statutes for documents or information sent or supplied in electronic form;
(e) a "general meeting" includes a general meeting held as the Company's annual general meeting in accordance with section 336 of the Companies Act and any other general meeting of the Company;
(f) a "Person" includes an individual, company, corporation or firm;
(g) an "instrument" means a document in hard copy form;
(h) references to "electronic platforms" include, without limitation, website addresses and conference call systems, and references to persons attending meetings by electronic means attendance of Electronic General Meetings via the electronic platform(s) stated in the notice of such meeting;
(i) "writing" includes references to any method of representing or reproducing words, symbols or other information in a visible form by any method or combination of

methods, whether sent or supplied in electronic form or otherwise and "written" has a corresponding meaning.

2.3 Words and expressions contained in these Articles which are not defined in article 2.1 but are defined in the Statutes have, unless inconsistent with the subject or context, the same meaning as in the Statutes (but excluding any modification of the Statutes not in force at the date of the meeting at which the resolution adopting these Articles was passed).
2.4 References in these Articles to any particular statute, code, order, regulation, instrument of subordinate legislation and other law and all applicable statements of principle, rules and principles, guidelines, regulations or requirements, of the EU ("EU Legislation") shall, with effect from the date on which the UK ceases to be a member of the EU, be deemed to include any implementing, incorporating or amending legislation of the UK in relation to such EU Legislation, in each case, to the extent applicable to the party or circumstance (and any references in these Articles to any article, part, schedule, clause or other provision of any EU Legislation shall be amended accordingly).
2.5 For the purposes of article 8, other than in article 8.3, rights as to capital for C Shares, assets or investments attributable to the C Shares of a particular tranche or the holders of C Share(s) of a particular tranche shall mean the net cash proceeds (after all expenses relating thereto) as invested in or represented by investments or other assets from time to time.
2.6 For the purposes of paragraph (a) of the definition of Calculation Time and the definition of in relation to any tranche of C Shares, the assets attributable to the C Shares of that tranche shall be treated as having been "invested" if they have been expended by or on behalf of the Company in the acquisition or making of an investment (whether by subscription or purchase or repayment of any borrowing incurred in respect of the acquisition of any investment or investments even if such investment or investments were acquired prior to the issue of the relevant tranche of C Shares) or if any obligation to make such payment has arisen or crystallised (in each case unconditionally or subject only to the satisfaction conditions that the Directors reasonably believe will be satisfied before any final date for the satisfaction of such conditions has expired) in relation to which the consideration amount has been determined or is capable of being determined by operation of an agreed contractual mechanic.
2.7 A special resolution is effective for any purpose for which an ordinary resolution is stated to be required under these Articles.
2.8 Where, in relation to a share, these Articles refer to a Relevant System, the reference is to the Relevant System in which that share is a Participating Security at the relevant time.
2.9 The headings in these Articles do not affect the construction of these Articles.

II. LIABILITY OF MEMBERS

3. LIMITED LIABILITY OF MEMBERS

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

III. CAPITAL

A. CAPITAL AND CHANGE OF CAPITAL

4. RIGHTS ATTACHING TO SHARES

4.1 Subject to the Statutes and without prejudice to any rights attached to any existing shares or class of shares, a share may be issued with such rights or subject to such restrictions as the Company may decide by ordinary resolution or, failing that decision, as the Board may decide, so long as there is no conflict with any resolution passed by the shareholders.
4.2 Subject to the Statutes and the rights attached to any existing shares, the Company may issue shares (in addition to the Management Shares and the C Shares) which may be redeemed and the Board may determine the terms, conditions and manner of redemption of any such shares. These terms and conditions will apply to the relevant shares as if they were set out in these Articles.
4.3 Without prejudice to the foregoing provisions of this article 4, the Company may issue Ordinary Shares, Management Shares, C Shares, E Shares , Realisation Shares and Deferred Shares, each having the rights set out in these Articles.

5. ORDINARY SHARES

5.1 Subject to the provisions of article 10, Ordinary Shares shall have the following rights:
- (a) Rights as to income:

The holders of Ordinary Shares will be entitled to receive such dividends as the Board may resolve to pay to such holders out of the net assets of the Company attributable to the Ordinary Shares, subject to and in accordance with the Statutes.

(b) Rights as to capital:

The capital and assets of the Company attributable to the Ordinary Shares shall on a winding up or on a return of capital (other than on the redemption of redeemable shares or a purchase by the Company of its own shares) be divided amongst the holders of the Ordinary Shares pro rata according to their holdings of Ordinary Shares.

Each Ordinary Share shall rank pari passu in all respects as to rights to attend and vote at any general meeting of the Company.

(d) Redemption rights:

The Company shall have the right, subject to the provisions of the Statutes, to redeem the Ordinary Shares for the time being issued and outstanding upon giving to the holders of the particular shares to be redeemed notice in writing of the redemption and upon tendering the amount of capital paid up thereon to such holders.

In such circumstances, the holders of the Ordinary Shares to be presented for redemption shall be bound to deliver to the Company the certificates for the Ordinary Shares as are held by him (or an indemnity in lieu thereof in a form satisfactory to the Company) in order that the same may be cancelled.

There shall be paid on each Ordinary Share redeemed: (i) first, the amount of nominal value paid up thereon (ii) secondly, an amount equal to any accrued but unpaid dividend thereon, to be calculated down to and including the date for redemption and such amount shall be payable irrespective of whether or not such dividend has been recommended, earned or declared or not on the basis that it continues to accrue from day to day to the date of payment; and (iii) thirdly, an amount equal to the relevant Ordinary Share's pro rata portion of the capital and assets of the Company.

The receipt of the registered holder for the time being of any (or in the case of joint registered holders the receipt of any of them) for the moneys payable on redemption thereof shall constitute an absolute discharge to the Company in respect thereof.

If any holder of Ordinary Shares whose shares are liable to be redeemed pursuant to the provisions of these Articles shall fail or refuse to deliver up the certificate for his shares the Company may retain the redemption moneys until delivery up of the certificate (or an indemnity in respect of the certificate satisfactory to the Company) and shall within seven days thereafter pay (by cheque despatched at the holder's risk) the redemption moneys to the shareholder. No holder of Ordinary Shares shall have any claim against the Company for interest on any redemption moneys so retained.

5.2 Without prejudice to its obligations under the Statutes, the Company shall in relation to the Ordinary Shares:
- (a) procure that the Company's records and bank accounts shall be operated so that the assets attributable to the Ordinary Shares can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company shall procure that separate cash accounts shall be created and maintained in the books of the Company for the assets attributable to the Ordinary Shares;
- (b) allocate to the assets attributable to the Ordinary Shares such proportion of the expenses or liabilities of the Company incurred or accrued to the Ordinary Shares;
- (c) procure that, subject to the provisions of this article, any consideration received on, and the proceeds from, the allotment and issue of the Ordinary Shares shall be accounted for in the accounts of the Ordinary Shares and kept separate from any consideration received on, and the proceeds from, the allotment and issue of any other class of share;
- (d) procure that all increases or diminution in the value of the investments and all assets, income, earnings, liabilities, expenses and costs arising on or in relation to the assets attributable to the Ordinary Shares only shall be applied to the account of and treated as assets attributable to the Ordinary Shares only and shall be kept separate from all assets, income, earnings, liabilities, expenses and costs attributable to any other class of shares; and
- (e) give appropriate instructions to the investment manager and other advisers to the Company to manage the Company's assets so that such undertakings can be complied with by the Company.

6. E SHARES

E Shares shall have the following rights:

(a) Rights as to income:

The E Shares are not entitled to receive any dividend or distribution made or declared by the Company except for a fixed annual cumulative dividend equal to 0.01 per cent on the capital for the time being paid up or credited as paid up thereon. Payment of any such dividend will be subject to article 8.2(c).The balance of profits then remaining available for distribution so far as resolved to be distributed, subject to any special rights which may be attached to any other class of share, shall be distributed by way of a dividend among the holders of any other class of shares in the capital of the Company.

(b) Rights as to capital:

On a winding-up, a return of capital or other repayment of capital (other than on a redemption of redeemable shares or a purchase by the Company of its own shares), the assets of the Company available for distribution among the members shall be applied in repaying to the holders of the E Shares first the amounts paid up or credited as paid up thereon and secondly a sum equal to all arrears or accruals of the fixed dividend calculated down to and including the date of the commencement of the winding-up or repayment of capital whether or not such dividend has been recommended, earned or declared not on the basis that it continues to accrue from day to day to the date of payment.

The E Shares shall confer on the registered holders thereof the right to receive notice of and to attend; but, save where there are no other shares of the Company in issue, not to speak or vote (either in person or by proxy) at any general meeting of the Company.

(d) As to further participation:

The E Shares do not entitle the holders thereof to participate in the profits or assets of the Company beyond such rights as are expressly set out in this Article.

7. MANAGEMENT SHARES

Management Shares shall have the following rights:

(a) Rights as to income:

The Management Shares are not entitled to receive any dividend or distribution made or declared by the Company except for a cumulative fixed annual dividend equal to 0.01 per cent. on the capital for the time being paid up or credited as paid up thereon. Payment of any such dividend will be subject to article 8.2(c). The balance of profits then remaining available for distribution so far as resolved to be distributed, subject to any special rights which may be attached to any other class of share, shall be distributed by way of a dividend among the holders of any other class of shares in the capital of the Company.

(b) Rights as to capital:

shall be applied in repaying to the holders of the Management Shares first the amounts paid up or credited as paid up thereon and secondly a sum equal to the sum of all arrears or accruals of the fixed dividend calculated down to and including the date of the commencement of the winding-up or repayment of capital whether or not such dividend has been recommended, earned or declared on the basis that it continues to accrue from day to day to the date of payment.

The Management Shares shall confer on the registered holders thereof the right to receive notice of and to attend; but, save where there are no other shares of the Company in issue, not to speak or vote (either in person or by proxy) at any general meeting of the Company.

(d) Redemption rights:

The Company shall have the right, subject to the provisions of the Statutes, to redeem the Management Shares for the time being issued and outstanding upon giving to the holders of the particular shares to be redeemed notice in writing of the redemption and upon tendering the amount of capital paid up thereon to such holders.

In such circumstances, the holders of the Management Shares to be presented for redemption shall be bound to deliver to the Company the certificates for the Management Shares as are held by him (or an indemnity in lieu thereof in a form satisfactory to the Company) in order that the same may be cancelled.

There shall be paid on each Management Share redeemed first the amount of nominal value paid up thereon and secondly an amount equal to any accrued but unpaid fixed dividend thereon to be calculated down to and including the date for redemption and such amount shall be payable irrespective of whether or not such dividend has been recommended, earned or declared or not on the basis that it continues to accrue from day to day to the date of payment.

The receipt of the registered holder for the time being of any Management Share (or in the case of joint registered holders the receipt of any of them) for the moneys payable on redemption thereof shall constitute an absolute discharge to the Company in respect thereof.

If any holder of Management Shares whose shares are liable to be redeemed pursuant to the provisions of these Articles shall fail or refuse to deliver up the certificate for his shares the Company may retain the redemption moneys until delivery up of the certificate (or an indemnity in respect of the certificate satisfactory to the Company) and shall within seven days thereafter pay (by cheque despatched at the holder's risk) the redemption moneys to the shareholder. No holder of Management Shares shall have any claim against the Company for interest on any redemption moneys so retained.

(e) As to further participation:

The Management Shares do not entitle the holders thereof to participate in the profits or assets of the Company beyond such rights as are expressly set out in this Article.

8. C SHARES

8.1 Issues of C Shares:
- (a) Subject to the Statutes, the Directors shall be authorised to issue C Shares in tranches on such terms as they determine provided that such terms are consistent with the provisions contained in this article 8.1. The Directors shall, on the issue of each tranche of C Shares, determine the Calculation Time and Conversion Time together with any amendments to the definition of Conversion Ratio attributable to each such tranche.
- (b) Each tranche of C Shares, if in issue at the same time, shall be deemed to be a separate class of shares. The Directors may, if they so decide, designate each tranche of C Shares in such manner as they see fit in order that each tranche of C Shares can be identified.
8.2 Dividends and pari passu ranking of C Shares and New Shares:
- (a) The holders of C Share(s) of a tranche shall be entitled to receive, and participate in, any dividends declared only insofar as such dividend is attributed, at the sole discretion of the Directors, to the C Share Surplus of that tranche.
- (b) If any dividend is declared after the issue of any tranche of C Shares and prior to the Conversion of that tranche, the holders of Ordinary Shares shall be entitled to receive and participate in such dividend only insofar as such dividend is not attributed, at the sole discretion of the Directors, to the C Share Surplus of the relevant tranche of C Shares.
- (c) No dividend or other distribution shall be made or paid by the Company on any of its shares (other than any Deferred Shares for the time being in issue) between the Calculation Time and the Conversion Time in respect of a tranche of C Shares (both dates inclusive), and no such dividend shall be declared with a record date falling between the Calculation Time and the Conversion Time (both dates inclusive).
- (d) The New Shares shall rank in full for all dividends and other distributions declared, made or paid after the Conversion Time and otherwise pari passu with the Ordinary Shares in issue at the Conversion Time. For the avoidance of doubt, New Shares shall not be entitled to any dividends or distributions which are declared prior to the Conversion Time but made or paid after the Conversion Time.
8.3 Rights as to capital:

The capital and assets of the Company attributable to the C Shares of any tranche shall on a winding up or on a return of capital (other than on the redemption of redeemable shares or a purchase by the Company of its own shares) prior, in each case, to Conversion be divided amongst the holders of the C Shares pro rata according to their holdings of C Shares of that tranche.

8.4 Voting and transfer rights:

The C Shares shall carry the right to receive notice of, and to attend or vote at, any general meeting of the Company in the same manner as Ordinary Shares (notwithstanding any difference in the respective net asset values of the C Shares and

the Ordinary Shares). The C Shares shall be transferable in the same manner as the Ordinary Shares.

8.5 Redemption rights:
- (a) The C Shares are issued on terms that each tranche of C Shares and Deferred Shares shall be redeemable by the Company in accordance with the terms set out in the Articles.
- (b) At any time prior to Conversion, the Company may, at its discretion, redeem all or any of the C Shares then in issue by agreement with any holder(s) thereof in accordance with such procedures as the Directors may determine (subject to the facilities and procedures of the Relevant System) and in consideration of the payment of such redemption price as may be agreed between the Company and the relevant holders of the C Share(s).
8.6 Class consents and variation of rights:

Without prejudice to the generality of the Articles, until Conversion the consent of the holders of the C Shares as a class shall be required for, and accordingly, the special rights attached to the C Shares shall be deemed to be varied, inter alia, by:

(a) any alteration to the Articles; or
(b) any alteration, increase, consolidation, division, sub-division, cancellation, reduction or purchase by the Company of any issued share capital of the Company (other than on Conversion or unless pursuant to a power of the Company that has previously been granted or otherwise approved by the shareholders prior to that issue of the relevant tranche of C Shares); or
(c) any allotment or issue of any security convertible into or carrying a right to subscribe for any share capital of the Company or any other right to subscribe or acquire share capital of the Company; or
(d) the passing of any resolution to wind up the Company; or
(e) any change to the accounting reference date of the Company.
8.7 Until Conversion, and without prejudice to its obligations under the Statutes, the Company shall in relation to each tranche of C Shares;
- (a) procure that the Company's records and bank accounts shall be operated so that the assets attributable to the C Shares of the relevant tranche can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company shall procure that separate cash accounts shall be created and maintained in the books of the Company for the assets attributable to the C Shares of the relevant tranche; and
- (b) allocate to the assets attributable to the C Shares of the relevant tranche such proportion of the expenses or liabilities of the Company incurred or accrued between the Issue Date and the Calculation Time (both dates inclusive) as the Directors fairly consider to be attributable to the C Shares of the relevant tranche including, without prejudice to the generality of the foregoing, those liabilities specifically identified in the definition of "Conversion Ratio" in these Articles; and
(c) manage the Company's assets so that such undertakings can be complied with by the Company.
8.8 Conversion
- (a) In relation to each tranche of C Shares, the C Shares shall be sub-divided and converted into New Shares and Deferred Shares at the Conversion Time in accordance with the following provisions of this paragraph. The Directors shall procure that:
  - (i) the Company (or its delegates) calculate, within two Business Days after the Calculation Time, the Conversion Ratio as at the Calculation Time and the number of New Shares and Deferred Shares to which each holder of C Shares of that tranche shall be entitled on Conversion; and
  - (ii) the Independent Accountants shall be requested to certify, within three Business Days after the Calculation Time, that such calculations:
    - (1) have been performed in accordance with the Articles; and
    - (2) are arithmetically accurate,

whereupon, subject to the proviso in the definition of Conversion Ratio above, such calculations shall become final and binding on the Company and all Members.

(b) The Directors shall procure that, as soon as practicable following such certification, an announcement is made to a regulatory information service, advising holders of C Share(s) of that tranche, the Conversion Time, the Conversion Ratio and the aggregate number of New Shares and Deferred Shares to which holders of C Share(s) of that tranche are entitled on Conversion.
(c) Conversion shall take place at the Conversion Time. On Conversion each issued C Share of the relevant tranche shall automatically sub-divide into 10 conversion shares of \$0.01 each, and such conversion shares of \$0.01 each shall automatically convert into such number of New Shares and Deferred Shares as shall be necessary to ensure that, upon Conversion being completed:
- (i) the aggregate number of New Shares into which the same number of conversion shares of \$0.01 each are converted equals the aggregate number of C Shares of that tranche in issue at the Calculation Time multiplied by the Conversion Ratio (rounded down to the nearest whole New Share);
- (ii) each conversion share of \$0.01 which does not so convert into a New Share shall convert into one Deferred Share;
- (iii) the New Shares and Deferred Shares arising upon Conversion shall be divided amongst the former holders of C Share(s) pro rata according to their respective former holdings of C Shares of the relevant tranche (PROVIDED ALWAYS THAT the Directors may deal in such manner as they think fit with fractional entitlements to New Shares and Deferred Shares arising upon Conversion, including, without prejudice to the generality of the foregoing, selling any New Shares representing such fractional entitlements and retaining the proceeds for the benefit of the

Company) and for such purposes any Director is hereby authorised as agent on behalf of the former holders of C Share(s), in the case of a share in Certificated Form, to execute any stock transfer form and to do any other act or thing, as may be required to give effect to the same including, in the case of a share in Uncertificated Form, the giving of directions to or on behalf of the former holders of any C Shares who shall be bound by them;

(iv) forthwith upon Conversion, any certificates relating to the C Shares of the relevant tranche shall be cancelled and the Company shall issue to each such former C shareholder new certificates in respect of the New Shares which have arisen upon Conversion unless such former holder of any C Shares elects to hold their New Shares in Uncertificated form. Share certificates in respect of the Deferred Shares will not be issued; and
(v) the Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable, having regard to the interests of all shareholders.

9. DEFERRED SHARES

9.1 Deferred Shares shall have the following rights:
- (a) Rights as to income:

The Deferred Shares are not entitled to receive any dividend or distribution made or declared by the Company except for a cumulative dividend at a fixed rate of 1 per cent. of the nominal amount thereof (the "Deferred Dividend") on the date six months after the Conversion Time on which such Deferred Shares were created in accordance with article 8.8 (the "Relevant Conversion Date"), and on each anniversary of such date, payable to the holders thereof on the register of members on that date as holders of Deferred Shares. The Deferred Dividend shall not accrue or become payable in any way until the date six months after the Relevant Conversion Date and shall then only be payable to those holders of Deferred Shares registered in the register of members of the company as holders of Deferred Shares on that date.

(b) Rights as to capital:

The capital and assets of the Company shall on a winding up or on a return of capital (other than on the redemption of redeemable shares or a purchase by the Company of its own shares) be applied in paying to the holders of the Deferred Shares \$0.01 in aggregate in respect of every one million Deferred Shares (or part thereof) of which they are respectively the holders.

The Deferred Shares shall not carry any right to receive notice of, nor to attend or vote at, any general meeting of the Company.

9.2 The following provisions shall apply to the Deferred Shares:
- (a) The C Shares of any tranche shall be issued on such terms that the Deferred Shares arising upon Conversion (but not the New Shares arising on Conversion) may be repurchased by the Company in accordance with the terms set out herein.
(b) Immediately upon Conversion, the Company shall repurchase all of the Deferred Shares which arise as a result of the Conversion for an aggregate consideration of \$0.01 for every 1,000,000 Deferred Shares, and the announcement referred to in article 8.8(b) above shall be deemed to constitute notice to each relevant holder of C Shares (and any person or persons having rights to acquire or acquiring C Shares after the Calculation Time) that the Deferred Shares shall be repurchased immediately upon Conversion for an aggregate consideration of \$0.01 for every 1,000,000 Deferred Shares. On repurchase, each Deferred Share shall be treated as cancelled in accordance with section 706 of the Companies Act (as amended from time to time) without further resolution or consent. The authority to repurchase the Deferred Shares shall expire on the fifth anniversary of the date on which these Articles are adopted.
(c) The Company shall not be obliged to
- (i) issue share certificates to the holders of Deferred Shares in respect of the Deferred Shares, or
- (ii) account to any holder of Deferred Shares for the repurchase of monies in respect of such Deferred Shares.

10. INTENTIONALLY BLANK

10. REALISATION ELECTION

10.1 On a date determined by the Board on or around the date of the Company's annual general meeting in 2024 (the "Election Date"), the Company shall make available to members for a period of not less than 40 Business Days the opportunity to make a Realisation Election at such address and in such form as the Company shall specify in a notice to the holders of Ordinary Shares on or around the Election Date or, if none is specified, at the registered office of the Company (or in such other manner as the Board may determine during the Election Period and communicate to the holders of Ordinary Shares) requesting that all or part, provided such part be rounded up to the nearest whole Ordinary Share, of the Ordinary Shares held by them be redesignated to Realisation Shares with effect from the Redesignation Date.
10.2 Holders of Ordinary Shares making a Realisation Election must send to the Company the certificated shares, the certificates (if any) of such Ordinary Shares to be redesignated and any other evidence that the Board may reasonably require to prove the title of the holder and the due execution by him of the Realisation Election or, if the Realisation Election is executed by some other person on his behalf, the authority of that other person to do so and in the case of uncertificated shares in accordance with, and otherwise in compliance with, the procedures prescribed by the Board.
10.3 A Realisation Election, once given, shall be irrevocable, unless the Board agrees otherwise.
10.4 In the event that any Ordinary Shares that are the subject of a Realisation Election continue to be registered in the name of the person making that Realisation Election on the date that is 45 Business Days following the Election Date (the "Redesignation Date"), those Ordinary Shares shall be redesignated as Realisation Shares.
10.5 Subject to the provisions of articles10.12 and 10.13, Ordinary Shares whose holders have made a Realisation Election will be redesignated as Realisation Shares and the

Portfolio will be split in accordance with article 10.7 into two separate and distinct pools: (i) the Continuation Pool, comprising the assets attributable to the continuing Ordinary Shares; and (ii) the Realisation Pool comprising the assets attributable to the Realisation Shares with effect from the Redistribution Date.

10.6 The investments comprising each of the Realisation Pool and the Continuation Pool will continue to be managed in accordance with the Investment Policy, provided that the proceeds from repayment or realisation of any investments attributable to the Realisation Pool will not be reinvested by the Company and shall instead (subject to payment of all relevant liabilities) shall be paid to the holders of the Realisation Shares as and when investments comprising the Realisation Pool are realised in accordance with article 10.16(e).
10.7 If Ordinary Shares are redesignated as Realisation Shares, the Directors shall divide and allocate the assets and liabilities of the Company on the Redesignation Date as follows:
- (a) The assets of the Company shall be divided into two pools which will be accounted for as two separate sub-portfolios, being the Continuation Pool attributable to the remaining Ordinary Shares and the Realisation Pool attributable to the Realisation Shares.
- (b) Each of the Company's holdings of investments shall be split between the Continuation Pool and the Realisation Pool pro rata as nearly as practicable to the numbers of Ordinary Shares and Realisation Shares respectively in existence immediately following the relevant Redesignation Date.
- (c) The remainder of the Company's assets and liabilities shall be allocated between the Continuation Pool and the Realisation Pool in such manner as in the Board's opinion best achieves the objective of splitting the Company's assets fairly between the Continuation Pool and the Realisation Pool, provided that the costs and expenses of the redesignation and admission to listing of Realisation Shares in accordance with article 10.9 (including, without limitation, the preparation and publication of any prospectus or other publication which may be required in connection with such listing) shall be attributed to the Realisation Pool or as the Board in its absolute discretion otherwise considers fair and reasonable.
10.8 The Directors shall procure that, as soon as reasonably practical following the Redesignation Date, the net asset value of the Realisation Shares is calculated by multiplying the net asset value per Ordinary Share as at the Redesignation Date, as reduced by the entire fixed costs of the Realisation Election, by the number of Realisation Shares.
10.9 The Company will seek admission of the Realisation Shares to the Specialist Fund Segment as soon as practicable after the Redesignation Date.
10.10 A certificate for new Realisation Shares will be sent within two months of the Redesignation Date to each holder without charge, with a new certificate for any balance of Ordinary Shares comprised in the surrendered certificate.
10.11 Existing share certificates for Ordinary Shares that have been redesignated as Realisation Shares will cease to be valid.
10.12 If the Board, in its sole and absolute discretion, determines that as a result of the Realisation Elections duly made by holders of Ordinary Shares, the aggregate net asset value of the Company attributable to the Ordinary Shares in respect of which no Realisation Election has been made would, on the date on which the initial net asset value for the Realisation Shares is calculated under article 10.8, be less than \$50 million, the Realisation will not take place, no Ordinary Shares will be redesignated as Realisation Shares and the Portfolio will not be split into the Continuation Pool and the Realisation Pool and, with effect from the Redesignation Date, unless the Directors have previously been released from this obligation by a special resolution of the Company, the investment objective and investment policy of the Company will be to realise the Company's assets on a timely basis with the aim of making progressive returns of cash to holders of Ordinary Shareholders as soon as practicable.
10.13 If the Board, in its sole and absolute discretion, determines that as a result of the Realisation Elections duly made by holders of Ordinary Shares, the aggregate net asset value of the Company attributable to the Realisation Shares would, on the date on which the initial net asset value for the Realisation Shares is calculated under article 10.8 be less than \$5 million, the Realisation will not take place, no Ordinary Shares will be redesignated as Realisation Shares and the Portfolio will not be split into the Continuation Pool and the Realisation Pool and the Company will (subject to compliance with all applicable legal requirements) as soon as practicable following the Redesignation Date, either redeem the Ordinary Shares in respect of which Realisation Elections have been made or shall procure that the Company's corporate broker, acting as principal, will purchase those Ordinary Shares, which the Company will then purchase from that broker, in all cases at the net asset value per Ordinary Share as at the Redesignation Date.
10.14 The Board may make such alterations to the timetable and procedures as set out in this article 10 as it in its absolute discretion considers appropriate to give effect to the intent of this article 10.
10.15 Following any Realisation, the rights of the continuing Ordinary Shares shall be as follows:
- (a) Rights as to income:

All profits of the Company, available for distribution by way of dividend or distribution from time to time and forming part of or derived from the Continuation Pool and resolved to be distributed shall be distributed to the holders of the Ordinary Shares by way of dividends or distributions.

(b) Rights as to capital:

On a return of assets on a winding up of the Company, the Ordinary Shares shall carry a right to a return of the nominal amount paid up in respect of such Ordinary Shares and a right to share, pari passu and in proportion to the number of Ordinary Shares held, in the surplus assets of the Company remaining in the Continuation Pool after payment of the nominal amount paid up on the Ordinary Shares and after payment of all liabilities attaching to the Continuation Pool.

Subject to the remaining provisions of the articles, each Ordinary Shareholder shall be entitled to receive notice of, attend and vote at general meetings and shall have one vote for each Ordinary Share held.

(d) Class rights

Separate approval of the holders of Ordinary Shares as a class must be obtained in accordance with article 19 in respect of any proposals which would modify, alter or abrogate the rights attaching to the Ordinary Shares including for these purposes any resolution to wind up the Company, or to approve a reconstruction or takeover of the Company or any material change to the investment policy applicable to the Continuation Pool.

10.16 Following the conversion of Ordinary Shares to Realisation Shares on a Realisation, the rights of the Realisation Shares shall be as follows:
- (a) Rights as to income:

All profits of the Company available for distribution by way of dividend or distribution from time to time and forming part of or derived from the Realisation Pool attributable to those Realisation Shares and resolved to be distributed shall be distributed to the holders of Realisation Shares. Realisation Shares will not rank for any dividend declared or paid on the Ordinary Shares after the date of redesignation of the Realisation Shares.

(b) Rights as to capital:

On a return of assets on a winding up of the Company, the Realisation Shares carry a right to a return of the nominal amount paid up in respect of such Realisation Shares and a right to share, pari passu and in proportion to the number of Realisation Shares held, in the surplus assets of the Company remaining in the Realisation Pool attributable to those Realisation Shares after payment of the nominal amount paid up on the Realisation Shares and after payment of all liabilities attaching to the Realisation Pool.

(c) Voting rights:

Subject to the remaining the provisions of the articles, each holder of Realisation Shares shall be entitled to receive notice of, attend and vote at general meetings and shall have one vote for each Realisation Share held.

(d) Class rights

Separate approval of the holders of Realisation Shares as a class must be obtained in accordance with article 19 in respect of any proposals which would modify, alter or abrogate the rights attaching to the Realisation Shares including for these purposes any resolution to wind up the Company or to approve a reconstruction or takeover of the Company.

(e) Proceeds of the realisation of assets comprised in the Realisation Pool

The cash received by the Company as a result of the realisation of assets comprised in the Realisation Pool will be returned to the holders of Realisation Shares as soon as practicable through any of the following means or a combination thereof, at the discretion of the Directors: capital distributions, and/or share repurchases and/or tender offers. For the purpose of giving effect to this provision the Board is authorised subject to the provisions of the articles, to cause the Company to repurchase, convert or otherwise acquire and hold all or any Realisation Shares in such manner and on such terms as the Board may, subject to the Act, determine at the Board's absolute discretion. The price of

shares purchased by the Company may be paid out of the share capital, share premium, retained earnings or any other source to the fullest extent permitted under the Act.

11. RIGHTS AS TO CAPITAL

(a) fFirst, in respect of the Ordinary Shares, in accordance with article 5.1(b) and, if there are any C Shares in issue, in respect of each tranche of C Shares in accordance with article 8.3;:
- (i) if there are no Realisation Shares in issue, in respect of the Ordinary Shares, in accordance with article 5.1(b) and, if there are any C Shares in issue, in respect of each tranche of C Shares in accordance with article 8.3; or
- (ii) if there are any Realisation Shares in issue, in respect of the Ordinary Shares in accordance with article 10.15(b), in respect of the Realisation Shares in accordance with article 10.16(b) and, if there are any C Shares in issue, in respect of each tranche of C Shares in accordance with article 8.3;
(b) secondly, if there are any Management Shares in issue, in accordance with article 7(b);
(c) thirdly, in respect of the E Shares, in accordance with article 6(b); and
(d) fourthly, if there are any Deferred Shares in issue, in accordance with article 9.1(b).

12. FRACTIONAL ENTITLEMENTS ARISING ON CONSOLIDATION OR SUB-DIVISION

12.1 Whenever on a consolidation or sub-division of shares Members are entitled to any fractions of shares, the Board may sell the shares representing fractions to any person, including the Company, for the best price reasonably obtainable. The Board must distribute the net proceeds of sale amongst the Members entitled to those fractions in due proportions. However, if the value of a fractional entitlement to a share is less than the Minimum Amount and the Company has given its consent by ordinary resolution, the net proceeds of sale of such a fractional entitlement may be retained by the Company.
12.2 To give effect to a sale pursuant to article 12.1, the Board may:
- (a) authorise the conversion of shares to be sold which are in Certificated Form into Uncertificated Form and vice versa (so far as is consistent with the Regulations and the facilities and requirements of the Relevant System);
- (b) in respect of shares in Certificated Form, authorise a Person to execute an instrument of transfer of the shares sold; and
- (c) in respect of shares in Uncertificated Form, make other arrangements consistent with the Regulations and the facilities and requirements of the Relevant System for their transfer to, or in accordance with the directions of, the buyer.
12.3 The buyer of shares sold pursuant to article 12.1 is not bound to see the application of the purchase money and his title to the shares is not affected by any irregularity in or invalidity of the procedure or manner of the sale.
12.4 The Board may settle any difficulty which might arise in connection with a consolidation or sub-division of shares. In particular, the Board may:
- (a) as between the Holders of shares so consolidated, decide which shares are consolidated into each consolidated share; and
- (b) in the case of shares registered in the name of one Holder (or joint Holders) being consolidated with shares registered in the name of another Holder (or other joint Holders), make such arrangements for the allocation, acceptance or sale of the consolidated share or any fractions of it and for the distribution to the Member entitled to it of any amount received in respect of it as appropriate.

For the purpose of giving effect to those arrangements, the Board may appoint a Person to transfer the consolidated share or any fractions of it and to receive the purchase money for it. A transfer executed by such a Person is effective and after the transfer has been registered, no Person may question its validity.

B. ALLOTMENTS

13. ALLOTMENT OF SHARES

13.1 In this article:
- (a) "Rights Issue" means an offer (whether expressed to be by way of rights, or otherwise) of equity securities (as defined in the Companies Act) to Holders of ordinary shares in proportion to their respective holdings of those shares, but subject to such exclusions or other arrangements as the Board considers necessary or expedient in relation to treasury shares, fractional entitlements or legal or practical problems arising in respect of overseas shareholders or under the laws of, or the requirements of a regulatory body or stock exchange or other authority in, any territory;
- (b) "Prescribed Period" means any period (not exceeding five years) for which the authority, in the case of article 13.3, is conferred or renewed by ordinary or special resolution specifying the Section 551 Amount and, in the case of article 13.4, is conferred or renewed by special resolution specifying the Section 561 Amount;
- (c) "Section 551 Amount" means for any Prescribed Period, the amount specified in the relevant ordinary or special resolution;
- (d) "Section 561 Amount" means for any Prescribed Period, the amount specified in the relevant special resolution; and
- (e) the nominal amount of any securities is, in the case of rights to subscribe or exchange securities for or to convert any securities into shares of the Company, the nominal amount of those shares which may be allotted pursuant to those rights.
- 13.2 Subject to the Companies Act, these Articles and to any relevant authority of the Company in a general meeting required by the Companies Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into

shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount.

13.3 Under and in accordance with section 551 of the Companies Act, the Directors are generally and unconditionally authorised to exercise during each Prescribed Period all the powers of the Company to allot shares up to an aggregate nominal amount equal to the Section 551 Amount.
13.4 Under and within the terms of the authority conferred by Article 13.3 and in accordance with section 570 of the Companies Act, the Directors are empowered during each Prescribed Period to allot equity securities (as defined by the Companies Act) wholly for cash:
- (a) in connection with a Rights Issue; and
- (b) otherwise than in connection with a Rights Issue up to an aggregate nominal amount equal to the Section 561 Amount.
13.5 During any Prescribed Period the Directors may, pursuant to the authorisation conferred by articles 13.3 and 13.4, make offers or agreements which would or might require securities to be allotted after the expiry of such period and may allot securities pursuant to these offers or agreements notwithstanding the expiry of such period.
13.6 For the avoidance of doubt, and for the purposes of this article 13, C Shares shall not constitute the same class of equity securities as the Ordinary Shares into which they may or will convert pursuant to articles 8.1 to 8.8.

14. RENUNCIATION OF ALLOTMENT PERMITTED

Where a share has not yet been entered on the register, the Directors may recognise a renunciation by that person of his right to the share in favour of some other person. Such renunciation will be treated as a transfer and the Directors have the same powers to refuse to give effect to such a renunciation as if it were a transfer.

15. POWER TO PAY COMMISSION AND BROKERAGE

15.1 The Company may, in connection with the issue of any shares or the sale for cash of any treasury shares, exercise all powers conferred by the Statutes to pay commissions and brokerage.
15.2 Subject to the Statutes, commissions or brokerage may be satisfied (wholly or partly) in cash or by the allotment and issue of fully or Partly Paid up shares.

C. OTHER MATTERS RELATING TO SHARES AND SHARE RIGHTS

16. NO RIGHT TO VOTE WHEN SUMS OVERDUE ON SHARES

16.1 A Member may not, in respect of any share held by him, vote (personally or by proxy) at any general meeting or at any separate meeting of the Holders of any class of shares, or exercise any other right conferred by membership in relation to such a meeting unless all calls or other sums currently payable by him in respect of shares in the Company have been paid or the Board decides otherwise.

17. FAILURE TO DISCLOSE INTEREST IN SHARES

17.1 Under section 793 of the Companies Act, the Company may send out notices to those it knows or has reasonable cause to believe have an interest in shares, asking for details of those who have an interest, and the extent of their interest, in a particular holding of shares. In these Articles, this is referred to as a "Section 793 Notice."
17.2 When a Member or other Person receives a Section 793 Notice, he has 14 days to comply with it. If he does not do so or if he makes a statement in response to the notice which is false or inadequate in some important way, the Company may decide to restrict the rights relating to the shares in relation to which the default has occurred (the "Default Shares"). It may do so by sending out a further notice known as a "Restriction Notice" stating that the Default Shares no longer give the Member or Person any right to attend or vote either personally or by proxy at a shareholders' meeting or to exercise any other right in relation to shareholders' meetings. Unless it states otherwise, the Restriction Notice will take effect when it is delivered.
17.3 Where the Default Shares represent, at the date of the Restriction Notice, at least 0.25% of the nominal value of the issued shares of their class (calculated excluding any shares of their class held as treasury shares), during the period starting on the date on which the Restriction Notice is delivered and ending on the date the Restriction Notice ceases to have effect:
- (a) the Directors may withhold any dividend or part of a dividend (including, without limitation, shares issued instead of a dividend) or other amount which would otherwise be payable on the Default Shares (without being liable to pay interest on the dividend or other amount when that money is finally paid to the shareholder) in respect of any dividend has no effect;
- (b) subject to the Statutes, no transfer of any of the Default Shares is to be registered unless;
  - (i) the transfer is an Approved Transfer (as defined in article 17.11); or
  - (ii) if the Default Shares are in Uncertificated Form, registration of the transfer is required by regulation 27 of the Regulations,

and to give effect to article 17.3(b)(i), the Company (without having to notify the Member) may notify the Operator, in accordance with the Regulations, that it requires the conversion of any Default Shares which are in Uncertificated Form into Certificated Form.

17.4 The Company must send a copy of the Restriction Notice to each other Person appearing to be interested in the Default Shares if the address of that Person has been notified to the Company, but the Company's failure or omission to do so does not invalidate that notice.
17.5 Any new shares of the Company issued in right of any Default Shares will also be subject to the Restriction Notice. The Board may make any right to an allotment of such new shares subject to the restrictions set out in the Restriction Notice when the new shares are issued. For this purpose, shares which the Company procures to be offered or appropriated to Holders of shares in proportion to their respective holdings (or in proportion ignoring fractional entitlements and ignoring shares not offered to certain shareholders by reason of legal, regulatory or practical problems associated with offering

shares outside the United Kingdom or to the Company as the holder of treasury shares) are to be treated as shares issued in right of Default Shares.

17.6 If a Holder receives a Restriction Notice, he may ask the Company for a written explanation of why the notice was given or why it has not been cancelled. The Company must respond within 14 days of receiving the request.
17.7 A Person on whom a Restriction Notice has been served may give the Company a notice containing representations concerning the Restriction Notice. The Company and the Directors will not be liable to any Person as a result of the Board imposing restrictions or failing to decide that restrictions do not to apply if the Directors have acted in good faith.
17.8 A Restriction Notice ceases to have effect after a period specified by the Board (not exceeding seven days) following the earlier of the date:
- (a) when the Company has received a document containing all information it requires pursuant to a Section 793 Notice in respect of the Default Shares;
- (b) when the Company is notified that an Approved Transfer to a third party has occurred; or
- (c) when the Board decides (if and to the extent that it does so).
17.9 If a Restriction Notice is cancelled or ceases to have effect in relation to any shares, any money relating to those shares which was withheld must be paid to the person who would have been entitled to it or as he directs.
17.10 For the purposes of this article, a Person is to be treated as appearing to be interested in any shares if the Holder of the shares has notified the Company under section 793 of the Companies Act that the Person is interested or if the Company (after taking into account that notification and any other notification under the Statutes or any relevant information otherwise available to the Company) knows or has reasonable cause to believe that the Person is, or may be, interested in the shares, and so that a reference to Persons interested in shares and to interests in shares are to be construed as they are for the purposes of Part 22 of the Companies Act.
17.11 For the purposes of this article, a transfer is an "Approved Transfer" if:
- (a) the transfer results from a sale made through a recognised investment exchange for the purposes of the Financial Services and Markets Act 2000 or any stock exchange outside the United Kingdom on which the Company's shares (or rights in respect of the Company's shares) are normally traded;
- (b) it is a transfer of shares to an offeror by way of acceptance of or in connection with a takeover offer (as defined in section 974 of the Companies Act); or
- (c) the Board is satisfied that:
  - (i) the transfer of any of the Default Shares is made pursuant to a sale of the whole of the beneficial ownership in those shares to a transferee who, in the Board's opinion, is not connected with the transferor or with any other Person appearing to be interested in the Default Shares before the transfer;
(ii) the transferee does not hold any shares in respect of which a Restriction Notice is then in force and is not interested in any such shares; and
(iii) it does not have reasonable grounds to believe that the transferor or any other Person appearing to be interested in the shares will after the transfer have any interest in those shares.
17.12 The Company may give a notice pursuant to section 793 of the Companies Act or this article in accordance with part VIII of these Articles.
17.13 None of the provisions contained in this article in any way limits or restricts the Company's rights, or any order made by the court, under Part 22 of the Companies Act.

18. TRUSTS IN RELATION TO SHARES NOT TO BE RECOGNISED

18.1 Except as required by law, the Company may not recognise a Person as holding a share on trust.
18.2 Except as required by these Articles or by law, the Company is not bound by or required to recognise (even if it has notice or knowledge of it) an equitable, contingent, future or partial interest in a share (or a fractional part of a share) or any other right in respect of a share other than a current and absolute right of the registered Holder to the whole of the share.

19. VARIATION OF RIGHTS

19.1 Subject to the Statutes, the rights attached to a class of shares may (unless provided otherwise by the terms of issue of the shares of that class) be varied with the written consent of the Holders of at least three quarters of the nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or by a special resolution passed at a separate meeting of the Holders of the shares of that class (a "Class Meeting").
19.2 All the provisions of these Articles relating to general meetings of the Company apply with any necessary changes to Class Meetings except that:
- (a) the Members may not call and may not require the Directors to call a Class Meeting;
- (b) the quorum:
  - (i) for a Class Meeting other than an adjourned Class Meeting is two Holders of shares of that class present in person or by proxy and holding at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares); and
  - (ii) at an adjourned Class Meeting is any one Holder of shares of that class who is present in person or by proxy,

provided that where a person is present by proxy or proxies, he is treated as only holding the shares in respect of which the proxy or proxies are authorised to exercise voting rights;

(d) on a poll, each Holder of shares of that class who is present in person or by proxy and who is entitled to vote has one vote for each share of that class held by him (subject to any special rights or restrictions which are attached to any class of share).

20. RIGHTS NOT VARIED BY AN ISSUE OF FURTHER SHARES OF THE CLASS

The rights attached to a class of shares are not (unless otherwise expressly provided by the rights attached to those shares) deemed to be varied by the creation or issue of further shares ranking pari passu with or subsequent to them but in no respect in priority to them.

D. EVIDENCE OF TITLE

21. UNCERTIFICATED SHARES

21.1 Subject to the Regulations, the Board (without consulting the Holders of any class of shares) may resolve that:
- (a) a class of shares is to become a Participating Security;
- (b) shares in a class of shares referred to in article 21.1(a) may only be held in Uncertificated Form and title to them may only be transferred by means of a Relevant System until the Board decides otherwise; and
- (c) a class of shares is to cease to be a Participating Security.
21.2 Subject to the Regulations and the facilities and requirements of the Relevant System, the Board may implement any arrangements in relation to the holding of shares of a class which is a Participating Security in Uncertificated Form and the transfer of title to shares of that class by means of a Relevant System.
21.3 Subject to the Regulations and the facilities and requirements of the Relevant System, a Member may change a share of a class which is a Participating Security from a Certificated share to an Uncertificated share and vice versa.
21.4 While a class of shares is a Participating Security, these Articles only apply to an Uncertificated share of that class to the extent that they are consistent with:
- (a) the holding of shares of that class in Uncertificated Form;
- (b) the transfer of title to shares of that class by means of a Relevant System; and
- (c) the Regulations.
21.5 While a class of shares is a Participating Security, the Company must maintain the Register and the Record of Uncertificated Shares in accordance with the Regulations and the Relevant System.
21.6 Uncertificated shares do not form a class of shares separate from Certificated shares with the same rights.
21.7 If under these Articles or the Statutes the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an Uncertificated share, then, subject to these Articles and the Statutes, the Director may:
(a) require the holder of that Uncertificated share by written notice to change that Uncertificated share to a Certificated share within a period specified in the notice and to keep it as a Certificated share for as long as the Directors require;
(b) appoint any Person to take any other steps, by instruction given through the Relevant System or otherwise, in the name of the Holder of that share as may be necessary to effect the transfer of that share and these steps will be as effective as if they had been taken by the Holder of that share; and
(c) take any action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allocation or surrender of that share or otherwise to enforce a lien in respect of that share.
21.8 Unless the Board decides otherwise, Uncertificated shares held by a Member will be treated as separate holdings from any Certificated shares which that Member holds.
21.9 Unless the Regulations otherwise require or the Board otherwise determines, shares which are issued or created from or in respect of Uncertificated shares will be Uncertificated shares and shares which are issued or created from or in respect of Certificated shares will be Certificated shares.
21.10 The Company may assume that entries on any record of securities kept by it as required by the Regulations and regularly reconciled with the relevant Operator Register are a complete and accurate reproduction of the particulars entered in the Operator Register and therefore will not be liable in respect of anything done or not done by or on its behalf in reliance on such assumption; in particular, any provision of these Articles which requires or envisages action to be taken in reliance of information contained in the Register allows that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

22. FORM OF SHARE CERTIFICATE AND METHOD OF SEALING

22.1 A share certificate must be issued under the Seal or signed by a Director and the Secretary or by two Directors and:
- (a) notwithstanding article 125, a certificate to which the Seal is affixed is not required to be signed or countersigned and the method or system of affixing the Seal to share certificates may, if the Board decides, be controlled by, or the certificates be approved for sealing by, the Company's auditors, bankers or registrars; and
- (b) if permitted by the Statutes, any signature, any representation of a signature, the Seal, or any representation of the Seal may be made, produced or affixed to a certificate by any mechanical, electronic, laser or other means approved by the Board.
22.2 A certificate must specify the number and class of shares to which it relates and the amount Paid up on those shares. A certificate must not be issued for shares of more than one class.
22.3 While all the issued shares, or all the issued shares of a particular class, are fully Paid up and rank pari passu for all purposes, none of those shares will have a distinguishing number, unless the Board decides to the contrary.

23. MAXIMUM NUMBER OF JOINT HOLDERS

The Company is not bound to register more than four Persons as the joint Holders of any share or to issue more than one certificate for the share. Delivery of a certificate to one of the joint Holders is sufficient delivery to all.

24. RIGHT TO SHARE CERTIFICATES

24.1 When a Person (except a financial institution and any other Person) in respect of whom the Company is not by law required to complete a certificate and have it ready for delivery, first becomes a Holder of shares in Certificated Form, he is entitled to receive, free of charge, one certificate for all the Certificated shares of any one class registered in his name. When that Person receives more Certificated shares, he is entitled to receive, free of charge, one certificate for all the additional Certificated shares.
24.2 A certificate to which a Person is entitled by article 24.1 must be delivered:
- (a) in the case of allotment of a new share, within one month after allotment (or such longer period as the terms of issue provide);
- (b) in the case of a transfer of fully Paid up shares, within 14 days after lodgement of the relevant instrument of transfer; or
- (c) in the case of a transfer of Partly Paid up shares, within two months after lodgement of the relevant instrument of transfer.
24.3 Where a certificated share is held jointly, the Company does not have to issue more than one certificate for that share. When the Company delivers a share certificate to one joint shareholder, this is treated as delivery to all of the joint shareholders.
24.4 If a Member transfers some of the shares represented by a share certificate, he is entitled, free of charge, to a new certificate for the balance to the extent that the balance is to be held in Certificated Form.

25. SHARE CERTIFICATE SENT AT HOLDERS' RISK

Every share certificate will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate which is lost or delayed in the course of delivery.

26. REPLACEMENT CERTIFICATES

26.1 If a Member holds two or more certificates for shares of one class, the Board must at the request of the Member, which must be given in accordance with part VIII, and on surrender of the original certificates and without charge, cancel the certificates and issue a single replacement certificate for those shares.
26.2 At the request of a Member given in accordance with part VIII, the Board must cancel a certificate for shares and issue two or more replacement certificates for those shares in the proportion that the Member specifies.
26.3 A Member may ask the Company to cancel and replace a single share certificate which is damaged, defaced, worn out or alleged to have been lost, stolen or destroyed. If a certificate is said to have been lost, stolen or destroyed, the Company may require satisfactory evidence of this and insist on receiving an indemnity. If a certificate has been

damaged or defaced, the Company may require the certificate to be returned to it before issuing a replacement.

26.4 Any of the joint Holders of a share may make a request under this article 26.
E. LIEN

27. LIEN ON PARTLY-PAID SHARES

27.1 The Company has a first and paramount lien on each partly paid share for all amounts (whether currently payable or not) payable at a fixed time or called in respect of the share. The lien extends to all dividends or other amounts payable in respect of the share.
27.2 The Company's lien on a share has priority over all claims of others to the shares.
27.3 The Board may (generally or in a particular case) waive any lien or suspend, wholly or partly, any lien which would otherwise apply to particular shares at any time.

28. ENFORCEMENT OF LIEN BY A SALE OF SHARES

28.1 The Company may sell, in such manner as the Board decides, a share on which the Company has a lien if:
- (a) an amount in respect of which the lien exists is immediately payable; and
- (b) such amount is not paid within 14 Clear Days after notice has been given to the registered Holder of the share or the Person Entitled by Transmission to it, demanding payment and stating that if the notice is not complied with the share may be sold.
28.2 To give effect to such a sale the Board may authorise any Person to execute an instrument of transfer of the shares sold.
28.3 The buyer is not bound to ensure that the purchase money is transferred to the Person whose shares have been sold and his title to the shares is not affected by any irregularity in or invalidity of the procedure or manner of the sale.

29. APPLICATION OF PROCEEDS

If the Directors sell any shares on which the Company has a lien, the net proceeds of the sale, after payment of the costs and expenses of sale, must be applied in or towards payment or satisfaction of the amount in respect of which the lien is payable. The balance must (subject to any lien which the Company has over the shares for any amount that is not currently) be paid to the Person entitled to the shares at the time of the sale. The Company need not pay over anything until the certificate(s) representing the shares sold has been delivered to the Company for cancellation.

F. CALLS ON SHARES

30. BOARD MAY MAKE CALLS

30.1 Subject to the terms of allotment, the Board may make calls on the Members or Persons Entitled by Transmission in respect of any amount unpaid on their shares, whether in respect of nominal value or premium, at any time and as often as it thinks fit. Each Member must (subject to receiving at least 14 Clear Days' notice specifying the amount called and the time or times and place of payment) pay to the Company, at the time or

times and place of payment so specified by the Company, the amount called on his shares.

30.2 A call may be required to be paid by instalments.
30.3 A call may, at any time before receipt by the Company of an amount due under the call, be revoked (wholly or partly) and payment of a call may be postponed (wholly or partly) as decided by the Board.
30.4 A Person on whom a call is made remains jointly and severably liable with the successors in title to his shares for calls made on them notwithstanding the subsequent transfer of the shares to which the calls relate.

31. WHEN A CALL IS DEEMED TO BE MADE

A call is deemed to have been made at the time when the resolution of the Board authorising the call was passed.

32. LIABILITIES OF JOINT HOLDERS

The joint Holders of a share are jointly and severally liable to pay all calls in respect of it.

33. INTEREST ON UNPAID CALLS

If an amount called in respect of a share or an amount payable on a share under the terms of allotment is not paid on or before the day specified by the Company for payment of the amount, the Person from whom the amount is due must pay:

(a) interest on the amount from the day appointed for payment of the amount to the time of actual payment at the rate per annum of 3% above the Base Rate or at such lesser rate as the Board may decide; and
(b) all expenses which the Company incurs or becomes liable for in order to ensure payment of, or in consequence of the non-payment of, the amount due.

The Board may waive (wholly or partly) payment of that interest or those expenses.

34. SUMS DUE ON ALLOTMENT TREATED AS CALLS

An amount or any non-cash consideration which, according to the terms of an allotment of a share or pursuant to the Statutes, is or becomes payable on allotment or at a fixed date after allotment, whether in respect of nominal value or premium, is deemed to be a call. The money in respect of this call is due and payable on the date on which, by the terms of allotment or pursuant to the Statutes, it becomes payable. In the case of non-payment of such an amount, all relevant provisions of these Articles as to non-payment of calls apply, including provisions which allow the Company to forfeit or sell shares and claim interest.

35. BOARD'S POWER TO DIFFERENTIATE REGARDING CALLS

The Board may, on or before an issue of shares, differentiate between the Holders in the amount called to be paid and in the times of payment.

36. PAYMENT OF CALLS IN ADVANCE

The Board may accept payment from a Member of all or part of the amount unpaid on a share held by him before he is called on to pay that money. A payment in advance of a

call extinguishes, so far as it extends, the liability on the share in respect of which it is advanced. The Board may agree to pay interest on the amount received in advance until it would otherwise have been due at a rate per annum not exceeding 3% above the Base Rate (unless the Company decides otherwise by ordinary resolution).

G. FORFEITURE OF SHARES

37. SERVICE OF NOTICE REQUIRING PAYMENT OF UNPAID CALLS

If a Member (or a Person Entitled by Transmission to a share) fails to pay the whole or any part of a call or instalment of a call before or on the day specified for its payment, the Board may give the Member or Person notice requiring payment of the unpaid amount plus any interest which has accrued and any expenses which have been incurred by the Company as a result of the non-payment.

38. FORM OF NOTICE

The notice must:

(a) demand payment of the amount immediately payable, plus any interest and expenses;
(b) specify a date (not earlier than 14 Clear Days from the date of delivery of the notice) on or before which payment must be made and the place where, or method by which, payment is to be made; and
(c) state that if the notice is not complied with, the shares on which the call has been made or instalment is payable are liable to be forfeited.

39. FORFEITURE

If the notice is not complied with, any share to which it relates may, at any time before the payment of all amounts required by the notice, be forfeited by a resolution of the Board. The forfeiture includes any dividends which have been declared on the forfeited share and not paid before the forfeiture and any dividends on that share which have been declared and paid but which have not been claimed by the payee before the forfeiture. The Board may accept the surrender of a share liable to be forfeited and, where it does so, a reference in these Articles to forfeiture includes surrender.

40. SERVICE OF NOTICE OF FORFEITURE AND REGISTRATION

If a share is forfeited, the Board must give notice of the forfeiture to the Person whose share has been forfeited. An entry must immediately be made in the Register, opposite the entry in respect of the share showing that notice has been given, that the share has been forfeited and the date of the forfeiture. A forfeiture is not invalidated if the notice is not given or those entries not made.

41. SALE OF FORFEITED SHARES

41.1 A forfeited share becomes the Company's property.
41.2 During the period of three years starting on the day before the date of forfeiture of the share, the Company may sell, re-allot (subject to these Articles) or otherwise dispose of the share on the terms and in the manner decided by the Board. The sale, re-allotment or disposal may be to the Person who was, before the forfeiture, the Holder of the share or the Person Entitled by Transmission to the share, or to any other Person.
41.3 At any time before such a sale, re-allotment or disposal, the forfeiture may be cancelled on such terms as the Board may decide.
41.4 The Board may, if necessary, authorise a Person to transfer a forfeited share to any other Person.

42. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

42.1 A Person ceases to be a Member in respect of a share which has been forfeited and must return the certificate for the forfeited share to the Company. That Person remains liable to the Company for all amounts which, at the date of forfeiture, were payable by him to the Company in respect of the share. He must also pay interest on those amounts at the rate per annum of 3% above the Base Rate, or at such lower rate as the Board may decide, from the date of forfeiture until payment.
42.2 The Person is not entitled to any credit for the value of the share when it was forfeited or for any consideration received on its disposal unless the Board decides to allow credit for all or any of that value.

43. EXTINCTION OF CERTAIN CLAIMS ON FORFEITURE

The forfeiture of a share involves the cancellation, at the time of forfeiture, of:

(a) all interest in and all claims and demands against the Company in respect of the share; and
(b) all other rights and liabilities connected to the share as between the Person whose share is forfeited and the Company.

Only those rights and liabilities expressly saved by these Articles, or given or imposed in the case of past Members by the Statutes, are excepted from this.

44. STATUTORY DECLARATION AS EVIDENCE OF FORFEITURE

44.1 A Director or the Secretary may make a statutory declaration declaring:
- (a) he is a Director or the Secretary;
- (b) that a share has been properly forfeited under the Articles; and
- (c) when the share was forfeited.

The declaration will be evidence of these facts which may not be disputed.

44.2 If a statutory declaration is delivered to a new Holder of a share along with a completed transfer form (if one is required), this gives the buyer good title. The buyer does not need to take any steps to see how any money paid for the share is used and his ownership of the share will not be affected if the steps taken to forfeit, sell or dispose of the share were invalid or irregular, or if anything that should have been done was not done.

H. TRANSFERS OF SHARES

45. TRANSFER OF CERTIFICATED SHARES

45.1 A transfer of a share in Certificated Form must be effected by means of a written instrument of transfer either in the usual standard form or in any other form which the Board may approve.

45.2 The instrument of transfer of a share in Certificated Form must be signed by an individual or otherwise executed in accordance with applicable law by or on behalf of the transferor and, if the share is not fully Paid up, by or on behalf of the transferee.
45.3 Share transfers must not be in favour of more than four joint holders.
45.4 The Board may refuse to register the transfer of any shares which are not fully paid or otherwise as contemplated in article 49.2.
45.5 The instrument of transfer of a share must be stamped to show payment of any stamp duty or certified or otherwise show to the satisfaction of the Board that it is exempt from stamp duty. It must be delivered to the Company's registered office, or to any other place decided on by the directors. The transfer form must be accompanied by the share certificate relating to the shares being transferred, unless the transfer is being made to a person to whom the Company is not required to, and did not, send a certificate. The Board may also reasonably ask for any other evidence to show that the person wishing to transfer the certificated shares is entitled to do so.
45.6 The instrument of transfer must be for only one class of shares.
45.7 If the Company registers a transfer, it may retain the instrument of transfer.

46. TRANSFER OF UNCERTIFICATED SHARES

46.1 A transfer of a share in Uncertificated Form must be made in accordance with and subject to the Regulations and the facilities and requirements of the Relevant System and in accordance with any arrangements made by the Board pursuant to article 21.
46.2 The Board may suspend the registration of a share in Uncertificated Form at such times and for such periods as the Board may in its absolute discretion determine, provided that:
- (a) such suspension shall be for no longer than 30 days in any calendar year; and
- (b) the register of members shall not be closed without the consent of the relevant Operator,

and the Directors shall procure that, as soon as practicable following such suspension, an announcement is made to a regulatory information service.

47. NO REGISTRATION FEES PAYABLE

The Company must not charge a fee for the registration of a transfer of a share, or of any probate, letters of administration, certificate of death or marriage, power of attorney, stop notice or other instrument relating to or affecting the title to a share, or for registering charges in the Register or record of Uncertificated Shares relating to the ownership of shares.

48. WHEN TRANSFEREE BECOMES HOLDER

The transferor of a share is deemed to remain the Holder of the share until the transferee's name is entered in the Register or Operator Register in respect of the share.

49. BOARD'S POWER TO REFUSE TO REGISTER CERTAIN TRANSFERS OF CERTIFICATED SHARES

49.1 In addition to its powers under articles 16 and 17, the Board may, in its absolute discretion, refuse to register the transfer of a Certificated share which is not fully Paid up

or the transfer of a Certificated share on which the Company has a lien. If that share has been admitted to trading on the London Stock Exchange, the Board may not refuse to register the transfer if this would prevent dealings in the Company's shares from taking place on an open and proper basis.

49.2 The Board may, in their absolute discretion, refuse to register a transfer of any Certificated share to a Person that the Board have reason to believe is:
- (a) an employee benefit plan (within the meaning of Section 3(3) of ERISA) that is subject to Part 4 of Title 1 of ERISA; or
- (b) a plan, individual retirement account or other arrangement that is subject to Section 4975 of the US Internal Revenue Code or any other state, local laws or regulations that would have the same effect as regulations promulgated under ERISA by the US Department of Labor and codified at 29 C.F.R. Section 2510.3- 101 to cause the underlying assets of the Company to be treated as assets of that investing entity by virtue of its investment (or any beneficial interest) in the Company and thereby subject the Company and its investment manager (or other persons responsible for the investment and operation of the Company's assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the US Internal Revenue Code; or
- (c) an entity whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each of (a), (b) and (c), a "Plan"); or
- (d) any Person in circumstances where the holding of shares by such Person would:
  - (i) give rise to an obligation on the Company to register as an "investment company" under the Investment Company Act (including because the holder of the shares is not a "qualified purchaser" as defined in the Investment Company Act);
  - (ii) preclude the Company from relying on the exception to the definition of investment company contained in Section 3(c)(7) of the Investment Company Act;
  - (iii) give rise to an obligation on the Company to register under the Exchange Act, the Securities Act or any similar legislation;
  - (iv) result in the Company not being considered a "Foreign Private Issuer" as that term is defined by Rule 3b-4(c) promulgated under the Exchange Act;
  - (v) give rise to an obligation on the Company's investment manager or adviser to register as a commodity pool operator or commodity trading advisor under the US Commodity Exchange Act of 1974, as amended;
  - (vi) cause the Company to be a "controlled foreign corporation" for the purposes of the US Internal Revenue Code, or cause the Company to suffer any pecuniary disadvantage (including any excise tax, penalties or liabilities) under ERISA or the US Internal Revenue Code; or
  - (vii) give rise to the Company or its investment manager or adviser becoming subject to any US law or regulation determined to be detrimental to it,

(each such person in this article being a "Prohibited US Person").

49.3 Each person acquiring shares shall by virtue of such acquisition be deemed to have represented to the Company that they are not a Prohibited US Person.
49.4 The Board may suspend the registration of Certificated shares at such times and for such periods as the Board may in its absolute discretion determine provided that such suspension shall be for no longer than 30 days in any calendar year. The Directors shall procure that, as soon as practicable following such suspension, an announcement is made to a regulatory information service.

50. NOTICE OF REFUSAL TO REGISTER TRANSFER OF CERTIFICATED SHARES

If the Board refuses to register a transfer of a Certificated share, it must:

(a) send to the transferee notice of the refusal, together with its reasons for the refusal; and
(b) (except in the case of fraud or suspected fraud) return the instrument of transfer and any accompanying certificate to the Person presenting those documents,

as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company.

51. COMPULSORY TRANSFER OF SHARES

Subject to any applicable requirement of the Regulations and to any other applicable requirements imposed by Statutes, if any shares (whether Certificated or Uncertificated) are owned directly or beneficially by a Person believed by the Board to be a Prohibited US Person, the Board may give notice to such Person requiring them either;

(a) to provide the Board within 30 days of receipt of such notice with sufficient satisfactory documentary evidence to satisfy the Board that such person is not a Prohibited US Person; or
(b) to sell or transfer their shares to a Person qualified to own the same within 30 days and within such 30 days to provide the Board with satisfactory evidence of such sale or transfer.

Pending such sale or transfer the Person's voting or consent rights and rights to receive notice of, or attend, meetings of the Company will be vested in the chairman of any such meeting who may exercise them entirely at his or her discretion. The Board may suspend the exercise of any rights to receive dividends or other distributions with respect to such shares, and the relevant Person shall repay the Company any amounts distributed to such Person by the Company during the time such Holder held such shares. Where condition (a) or (b) is not satisfied within 30 days after the serving of the notice, the Person will be deemed, upon the expiration of such 30 days, to have forfeited their shares in accordance with articles 37 to 44.

I. TRANSMISSION OF SHARES

52. DEATH OF A MEMBER

If a Member dies, the survivor or survivors where the deceased was a joint Holder, or the legal personal representatives of the deceased where he was a sole or the only surviving

Holder, are the only Persons recognised by the Company as having any title to his shares. Nothing in this article releases the estate of a deceased Member from any liability in respect of a share jointly or solely held by him.

53. REGISTRATION OR TRANSFER

53.1 Subject to these Articles, the Statutes and, in the case of an Uncertificated share, to the facilities and requirements of the Relevant System, a Person Entitled by Transmission to a share may choose either to be registered himself as the Holder of the share or to have another Person nominated by him registered as the transferee of the share. In order to do so, he must produce evidence as to his title in a form specified by the Board.
53.2 If a Person Entitled by Transmission to a share chooses to be registered himself as the transferee of the share and the share is in Certificated Form, he must notify the Company of that election in writing. This notice will be treated as an instrument of transfer.
53.3 If a Person Entitled by Transmission to a share chooses to have another Person registered as the transferee of the share and the share is in Certificated Form, he must execute an instrument of transfer of the share to that Person.
53.4 If a Person Entitled by Transmission to a share chooses to be registered himself as the transferee of the share and the share is in Uncertificated Form, he must take such action as may be required by the Regulations to enable that Person to be registered as the Holder of the share.
53.5 If a Person Entitled by Transmission to a share chooses to have another Person registered as the transferee of the share and the share is in Uncertificated Form, he must take such action as may be required by the Regulations to enable him to be registered as the Holder of the share.
53.6 The Board has the same powers to refuse to register a Person Entitled by Transmission or a transferee chosen by him as they would have had to register a transfer by the Person who was previously entitled to the shares.

54. RIGHTS OF THE COMPANY

The Board may give notice at any time to a Person Entitled by Transmission to a share requiring that Person to choose either to be registered himself or to transfer the share. If that Person does not comply with the notice within 60 days, the Board may:

(a) withhold payment of any dividend or other amount payable in respect of the share (but that action does not mean that the Company becomes a trustee in respect of such a dividend or other amount) and suspend any other benefits or rights to which the Person would otherwise be entitled in respect of the share until the requirements of the notice have been complied with; and
(b) sell the share at the best price reasonably obtainable in such manner as the Board may decide in accordance with article 56.

55. RIGHTS OF PERSONS ENTITLED BY TRANSMISSION

Except as otherwise provided by these Articles, a Person becoming Entitled by Transmission to a share is (on production of such evidence as to his title as the Board may require) entitled to:

(a) the same dividends and other amounts payable in respect of the share to which he would be entitled if he were the registered Holder of the share; and
(b) all other rights and benefits to which he would be entitled if he were the registered Holder of the share, but a Person becoming Entitled by Transmission to a share is not entitled:
- (i) to receive notice of, or to attend or vote at, meetings of the Company; or
- (ii) to exercise any rights conferred by membership in relation to meetings of the Company

unless and until he is registered as a Member in respect of the share.

J. UNTRACED SHAREHOLDERS

56. COMPANY'S POWER TO SELL SHARES

56.1 The Company may sell a Member's share or a share to which a Person is Entitled by Transmission at the best price reasonably obtainable and in the manner that the Board decides if:
- (a) during a period of 12 years before the notice referred to in article 56.1(b) below the Company has paid at least three dividends (whether interim or final) in respect of a share and during that period no dividend cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the Member or the Person at his address on the Register (or the last known address given by the Member or the Person to which cheques and warrants are to be sent) has been cashed and any payment to an account as described in article 131.3 has failed;
- (b) on or after the expiry of the period referred to in article 56.1(a), the Company has given notice of its intention to sell the share by advertisement in a national newspaper circulating in the United Kingdom and in a newspaper circulating in the area in which the address referred to in article 56.1(a) is located; and
- (c) during the12 year period referred to in article 56.1(a) and during the three months after the date of publication of the advertisement specified in article 56.1(b) the Company has not received any communication from the Member or the Person.
56.2 If, during the 12 year period referred to in article 56.1(a):
- (a) a further share has been issued in respect of a right attaching to a share to which article 56.1(a) applies; and
- (b) all the requirements in article 56.1(b) and 56.1(c) have been satisfied in respect of the further share,

the Company may also sell the further share.

56.3 To give effect to a sale pursuant to articles 54 or 56.1 or 56.2, the Board may:
- (a) authorise the conversion of shares to be sold which are in Certificated Form into Uncertificated Form, and vice versa (so far as is consistent with the Regulations and the facilities and requirements of the Relevant System);
(b) in respect of shares in Certificated Form, authorise a Person to execute an instrument of transfer of the shares sold; and
(c) in respect of shares in Uncertificated Form, make other arrangements consistent with the Regulations and the facilities and requirements of the Relevant System for their transfer to, or in accordance with the directions of, the buyer.
56.4 The buyer is not bound to see the application of the purchase money and his title to the shares is not affected by any irregularity in or invalidity of the procedure or manner of the sale.
56.5 The proceeds of sale will be forfeited and will belong to the Company and the Company will not be liable in any respect to the Person who would have been entitled to the shares by law for the proceeds of sale. The Company may use the money for such good causes as the Directors may decide.
IV. GENERAL MEETINGS
A. NOTICE
1. PHYSICAL OR ELECTRONIC
57.1 Subject to the provisions of the Statutes, the notice of a general meeting must specify:
- (a) whether the meeting is to be a physical or Electronic General Meeting;
- (b) for physical general meetings, the time, date and place of the meeting (including without limitation any overflow meeting place arranged for the purposes of article 61, which must be identified as such in the notice); and
- (c) for Electronic General Meetings, the time, date and electronic platform for the meeting, which electronic platform may vary from time to time and from meeting to meeting as the board, in its sole discretion, sees fit.

Nothing in these Articles prevents a general meeting being held both physically and electronically.

58. ACCIDENTAL OMISSION OR NON-RECEIPT OF NOTICE

The accidental omission to give notice to, or the non-receipt of notice by, a Person (even entitled to receive notice) does not invalidate the proceedings at any meeting. This applies even if the Company becomes aware of such non receipt.

59. CHANGE IN PLACE OR TIME OF MEETING

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 Board decides that it is impracticable or unreasonable for a reason beyond its control to hold the meeting at the declared place or electronic platform or time or both, it may change the place or electronic platform or postpone the time at which the meeting is to be held. If such a decision is made, the Board may change the place or electronic platform or postpone the time again if it decides that it is reasonable to do so. In either case:

(a) a new notice of the meeting need not be given, but the Board must, if practicable, advertise the date, time and place or electronic platform of the meeting in at least

two newspapers having a national circulation and must, if practicable, arrange for notices of the change of place or electronic platform or postponement to appear at the original place or electronic platform or at the original time or both; and

(b) notwithstanding article 81.2, an appointment of a proxy in relation to the meeting may be received in the manner specified in article 81.3 at any time not less than 48 hours (or such shorter period as the Board may determine) before any new time appointed for holding the meeting.

B. PROCEEDINGS AT GENERAL MEETINGS

60. ELECTRONIC GENERAL MEETINGS

The Board may resolve to enable Persons entitled to attend a general meeting hosted on an electronic platform (such meeting being an "Electronic General Meeting") to do so by simultaneous attendance by electronic means with no Member necessarily in physical attendance at the Electronic General Meeting. The Members or their proxies present must be counted in the quorum for, and entitled to vote at, the general meeting in question, and that meeting must be duly constituted and its proceedings valid if the chairman of the general meeting is satisfied that adequate facilities are available throughout the Electronic General Meeting to ensure that members attending the Electronic General Meeting who are not present together at the same place may, by electronic means, attend and speak and vote at it.

61. OVERFLOW MEETINGS

61.1 The Board or the chairman of a physical meeting may, despite the place of a general meeting (the "Principal Place") specified in the notice of general meeting, arrange for simultaneous attendance and participation (including, without limitation, by way of videolink) at other places by Members and proxies who are entitled to attend the general meeting but cannot attend at the Principal Place.
61.2 The above arrangements may include arrangements regarding the level of attendance at the other places, as long as those arrangements operate so that the Members who cannot attend at the Principal Place are able to attend at one of the other places.
61.3 The Board or the chairman of the meeting may, in order to facilitate the organisation and administration of a general meeting to which the above arrangements apply, make arrangements, for example by issuing tickets (in order to give Members and proxies entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) by random selection or otherwise as it considers appropriate.
61.4 The Board or the chairman may vary these arrangements or make new arrangements in their place. The entitlement of a Member or proxy to attend a general meeting at the Principal Place is subject to any such arrangements that are in place, whether stated in the notice of meeting or notified after the notice of meeting has been given.
61.5 For the purposes of these Articles, such a meeting is to be treated as being held and taking place at the Principal Place.

62. SECURITY

62.1 The Board or the chairman of a physical meeting may make any arrangement or impose any restriction or take any action that they consider appropriate for the proper and orderly conduct of the general meeting and for the safety of those attending it. This could include searching a Person and his property and restricting the items to be taken into the

meeting. If a Person refuses to comply (wholly or partly) with such an arrangement, restriction or action, the Board or the chairman of the meeting may refuse entry of that Person to a meeting or arrange for that Person to be removed from a meeting, whether or not that Person is a Member or a duly appointed proxy or representative of a Member.

62.2 The Board or the chairman of any Electronic General Meeting may make any arrangement and impose any requirement or restriction as is:
- (a) necessary to ensure the identification of those taking part and the security of the electronic communication; and
- (b) proportionate to those objectives.

In this respect, the Company is able to authorise any voting application, system or facility for Electronic General Meetings as it sees fit.

63. CHAIRMAN

63.1 The chairman (if any) of the Board or, in his absence, the deputy chairman (if any) or the vice chairman (if any) may be the chairman of a general meeting.
63.2 If there is no chairman, deputy chairman or vice chairman, or if at a meeting none of them is present within five minutes after the time appointed for holding the meeting, or if none of them is willing to act as chairman, the Directors present must choose one of their number to act.
63.3 If only one Director is present and he is willing to act, he may be the chairman. If no Director is present, or if none of the Directors present is willing to act as chairman, the Members present and entitled to vote must choose one of themselves to be chairman.
63.4 Nothing in these Articles is intended to restrict or exclude any of the powers or rights of a chairman of a meeting which are given by law.

64. QUORUM

No business may be transacted at a general meeting unless a quorum of Members is present, but the absence of a quorum does not prevent the appointment of a chairman and this is not treated as part of the business of a meeting. Except as otherwise provided in these Articles, two persons present, each of whom is a Member or a proxy for a Member or a representative, appointed in accordance with the Statutes or article 84, of a corporation which is a Member, is a quorum for all purposes, unless each such person is a proxy for the same Member or a representative of the same corporation (and neither of them is also present at the meeting in his capacity as a different Member or a properly appointed proxy or representative for a different Member).

65. ADJOURNMENT OR DISSOLUTION FOR LACK OF QUORUM

If within 30 minutes from the time appointed for a general meeting a quorum is not present or if during a meeting a quorum ceases to be present, the meeting, if convened at the request of the Members, is cancelled. In any other case, it is adjourned to a day which is not less than 10 Clear Days' later, at the same time and place or electronic platform, or at such other time and place or electronic platform as the chairman may decide. If a quorum is not present at an adjourned meeting within 15 minutes from the time appointed for the meeting, the meeting is cancelled.

66. ADJOURNMENT FOR OTHER REASONS

66.1 The chairman of a meeting may, without the consent of the meeting, adjourn the meeting before or after it has started if in his reasonable opinion:
- (a) in the case of a physical general meeting, there is not enough space at the meeting for those present or entitled to be present, or there is some other reason why they cannot adequately hear or participate in the meeting;
- (b) in the case of an Electronic General Meeting, the electronic platform facilities or security have become inadequate for the purpose of the meeting;
- (c) it has become, or is likely to become, impracticable to conduct, or to continue to conduct, the business of the meeting in an orderly manner;
- (d) in the case of a physical general meeting, an adjournment is necessary to protect the safety of any person attending the meeting; or
- (e) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

The meeting may be adjourned to such time, date and place or electronic platform as the chairman may decide, or indefinitely, in which case the time, date and place or electronic platform of the adjourned meeting will be decided by the Board.

66.2 The chairman of a meeting may also adjourn a meeting which has a quorum present if this is agreed by the meeting. This may be to a time, date and place or electronic platform proposed by the chairman of the meeting or the adjournment may be indefinite. The chairman of the meeting must adjourn the meeting if the meeting directs him to. In these circumstances the meeting will decide how long the adjournment should be and where it should adjourn to. If a meeting is adjourned indefinitely, the time, date and place or electronic platform of the adjourned meeting will be decided by the Board.
66.3 A reconvened meeting may only deal with the business that could have been dealt with at the meeting which was adjourned.
66.4 A meeting may be adjourned more than once.
66.5 If under these Articles a meeting is adjourned for 30 days or more, at least seven Clear Days' notice specifying the place or electronic platform, the date and the time of the adjourned meeting and the general nature of the business to be transacted must be given. It is unnecessary to give notice of an adjournment or notice of the business to be transacted at an adjourned meeting except in these circumstances.

67. AMENDMENTS TO RESOLUTIONS AND OTHER MATTERS

67.1 No amendment to a special resolution may be considered or voted on unless:
- (a) the chairman of the meeting proposes the amendment at the general meeting at which the original resolution is to be proposed; and
- (b) the amendment does not go beyond what is necessary to correct a grammatical or clerical error and does not change the substance of the original resolution.
67.2 No amendment to an ordinary resolution may be considered or voted on unless:
(a) notice of that amendment is sent to the Company not less than 48 hours before the meeting is to take place; or
(b) in the absence of such a notice, the chairman of the meeting in his absolute discretion decides that the amendment may be considered and voted on,

and the proposed amendment does not, in the opinion of the chairman of the meeting, alter the effect or the scope of the original resolution to a major degree.

67.3 If the chairman of the meeting rules that a proposed amendment to a resolution is out of order, any error in that ruling does not affect the validity of a vote on the original resolution. If the chairman of the meeting consents, an amendment may be withdrawn by its proposer before it is voted upon.

68. METHOD OF VOTING

68.1 A resolution put to the vote at a physical general meeting must be decided on a show of hands unless, before or on the declaration of the result of the show of hands, a poll is demanded in accordance with these Articles.
68.2 All resolutions put to the vote at an Electronic General Meeting must be decided on by a poll. Poll votes may be cast by such electronic means as the Board in its sole discretion considers appropriate.

69. CHAIRMAN'S DECLARATION ON A RESULT OF A SHOW OF HANDS

Unless a poll is demanded a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the resolution.

70. RIGHT TO DEMAND A POLL

70.1 A poll may be demanded at a physical general meeting by:
- (a) the chairman of the meeting;
- (b) at least five Members (or their proxies) present at the meeting and entitled to vote on the resolution;
- (c) one or more Members (or their proxies) present at the meeting and representing not less than one-tenth of the total voting rights of all the Members having the right to vote on the resolution (excluding any voting rights attached to any shares held as treasury shares); or
- (d) one or more Members (or their proxies) present at the meeting who hold shares conferring a right to vote on the resolution and on which the total amount which has been Paid up is at least one-tenth of the total sum Paid up on all the shares conferring a right to vote on the resolution (excluding treasury shares).

A demand for a poll may be withdrawn if the chairman agrees.

71. ERRORS IN COUNTING VOTES

If at a meeting:

(a) a vote is counted which ought not to have been counted or might have been rejected; or
(b) a vote has not been counted which ought to have been counted,

the error does not affect the result of the voting unless:

(a) it is pointed out at that meeting (but not at an adjournment of that meeting); and
(b) in the opinion of the chairman of the meeting it is of sufficient magnitude or significance to affect the result of the voting.

72. WHEN A POLL HAS TO BE TAKEN AND NOTICE OF A POLL

72.1 If a poll is validly demanded in accordance with these Articles, the chairman of the meeting may decide the time and place at, or electronic platform on, which it must be taken, provided that it must not be taken more than 30 days from the date of the meeting or adjourned meeting.
72.2 No notice need be given of a poll which is not taken immediately if the time and place at which it is to be taken are announced at the meeting in respect of which it is demanded. In any other case, at least seven Clear Days' notice must be given specifying the time and place at, or electronic platform on, which the poll is to be taken.

73. HOW A POLL IS TAKEN

The chairman of the meeting may decide how a poll is taken. The chairman of the meeting may, in the event of a poll, appoint scrutineers (who do not need to be Members) and may fix a time and place or electronic platform to declare the result of a poll. The result of a poll is the decision of the meeting at which the poll is demanded.

74. OTHER BUSINESS CONTINUES

The demand for a poll (other than on the election of the chairman of the meeting or the adjournment of the meeting) does not prevent the meeting continuing for any business other than the question on which the poll has been demanded.

C. VOTES

75. VOTING RIGHTS

Subject to any rights or restrictions as to voting attached to any shares:

(a) on a vote on a resolution on a show of hands at a physical general meeting:
- (i) each Member who (being an individual) is present in person has one vote;
- (ii) each duly authorised representative of a corporation (which is a Member) who is present has the same voting rights as the corporation would be entitled to;
- (iii) subject to article 75(a)(iv), each proxy present who has been properly appointed by one or more Members who is entitled to vote on the resolution has one vote; and
(iv) each proxy present who has been properly appointed by more than one Member entitled to vote on the resolution has one vote for and one against the resolution,
(b) on a vote on a resolution on a poll taken at a general meeting each Member who (being an individual) is present in person or by proxy or (being a corporation) is present by one or more duly authorised representatives or by proxy has one vote for each share held by him.

76. VOTING BY JOINT HOLDERS

If more than one joint shareholder votes (including by proxy), the only vote which will count is the vote of the person whose name is listed first on the register of members.

77. MEMBER OF UNSOUND MIND

77.1 A Member who is a patient for any purpose of any statute relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person appointed by that court. That committee, receiver, curator bonis or other person may also vote by proxy and appoint a proxy.
77.2 The right to vote is exercisable only if evidence satisfactory to the Board of the authority of the person claiming to vote is received by the Company not later than the last time by which appointments of proxy should have been received in order to be valid for use at the meeting, adjourned meeting or poll at which that person claims to vote.

78. OBJECTIONS TO THE QUALIFICATION OF A VOTER

An objection to the qualification of a voter may only be raised at the meeting or adjourned meeting at which the vote objected to is given or tendered. An objection must be referred to the chairman of the meeting whose decision is final and conclusive.

79. APPOINTMENT OF A PROXY

79.1 A Member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a general meeting of the Company.
79.2 The appointment of a proxy must be in writing (a "Proxy Notice").
79.3 The Board may require that a Proxy Notice must be in a particular form and may require different forms for different purposes.
79.4 A Proxy Notice in hard copy form must be signed by the appointing Member or his agent duly authorised in writing, or, if the appointing Member is a corporation, under its common seal or by a duly authorised agent or officer.
79.5 A Proxy Notice in electronic form must be authenticated in the manner specified by the Board for documents of that type which are sent or supplied in electronic form or, if the Board has not specified its requirements for the authentication of that type of document, in the manner indicated by the Statutes for documents or information sent or supplied in electronic form.
79.6 The Company, or any person acting on its behalf, may require reasonable evidence of the authority of any agent or officer who signs or authenticates a Proxy Notice to be

submitted with the Proxy Notice. If a Proxy Notice is signed or authenticated under a power of attorney or other written authority, the Company or any person acting on its behalf may require the written authority under which the appointment has been made, or a copy of that authority certified notarially or in some other way, to be submitted with the Proxy Notice.

79.7 The Company is under no obligation to check that a proxy exercises the votes of a Member at all or in accordance with his instructions.
79.8 If for the purpose of a general meeting, invitations to appoint a proxy are issued at the Company's expense, those invitations must be sent to all of the Members entitled to be sent a notice of the meeting and to vote at it by proxy. The accidental omission to give such an invitation to, or the non-receipt of that invitation by, a Member entitled to attend and vote at a meeting does not invalidate the proceedings of that meeting.

80. IDENTITY AND NUMBER OF PROXIES

80.1 A proxy need not be a Member.
80.2 A Member holding more than one share may appoint more than one proxy in relation to the same meeting.
80.3 If more than one proxy is appointed, a Proxy Notice must specify the whole number of shares in respect of which a proxy appointed in that Proxy Notice is entitled to act on behalf of the appointing Member.
80.4 If the Company receives more than one appointment of a proxy in respect of the same share or shares, the Company's decision as to which appointment or appointments is valid is final.
80.5 If a Member appoints more than one proxy, he must ensure that a maximum of one proxy is appointed in relation to any share.

81. VALID DELIVERY OF PROXY FORMS

81.1 A Proxy Notice and any evidence required by the Board to be supplied with it in accordance with article 79.6 may be delivered:
- (a) in hard copy form; or
- (b) subject to any limitations imposed by the Company when providing an electronic address pursuant to the Companies Act, in electronic form.
81.2 A proxy appointment relating to a meeting is only valid if the Proxy Notice and any evidence required to be supplied with it in accordance with article 79.6 is received:
- (a) in the case of documents in hard copy form:
  - (i) at the place within the United Kingdom that is specified in the notice of meeting or in the form of Proxy Notice issued by the Company in relation to the meeting as the place for the receipt of proxy notices;
  - (ii) if no such place is specified, at the Office; or
  - (iii) in the case only of a Proxy Notice submitted pursuant to article 81.2(c)(iii) below, into the hands of the chairman of the meeting or the Secretary at the place of the relevant meeting;
(i) the notice convening the meeting;
(ii) any form of Proxy Notice issued by the Company in relation to the meeting; or
(iii) the invitation to appoint a proxy issued by the Company in relation to the meeting; and
(c) in each case specified in article 81.2 (but subject to article 81.3):
- (i) at least 48 hours (or such shorter time as the Board decides) before the time appointed for holding the meeting or adjourned meeting;
- (ii) at least 24 hours (or such shorter time as the Board decides) before a poll is taken, if the poll is taken more than 48 hours after it was demanded; or
- (iii) before the end of the meeting at which the poll was demanded (or such later time as the board decides) if the poll is taken after the end of the meeting or adjourned meeting but 48 hours or less after it was demanded.
81.3 The Company may specify (in the notice convening the meeting or in the form of Proxy Notice issued by the Company or otherwise) the latest time before a particular meeting, adjourned meeting or poll by which a Proxy Notice must be received in order to be valid. In calculating the 48 hour or 24 hour periods referred to in article 81.2(c)(i) and 81.2(c)(ii) for this purpose, the Board may take into account only hours that fall in a working day such that the latest time before a particular meeting, adjourned meeting or poll by which a Proxy Notice must be received in order to be valid may be greater than 48 hours or 24 hours (as applicable).

82. SCOPE OF PROXY APPOINTMENT

82.1 Unless the Proxy Notice states otherwise, the appointment of a proxy in relation to a meeting is deemed to:
- (a) include the right for the proxy to speak at the meeting;
- (b) include the right for the proxy to vote or abstain from voting, either on a show of hands or on a poll, including the power to vote as the proxy decides on:
  - (i) any amendment of a resolution put to the meeting;
  - (ii) any procedural motion or resolution put to the meeting;
  - (iii) any other business put to the meeting which may properly come before the meeting; and
- (c) be valid for any adjournment of the meeting to which it relates.
82.2 A Proxy Notice which relates to more than one meeting (including an adjournment of a meeting) and has been received in accordance with these Articles for the purpose of any meeting, is not required to be received again for any subsequent meeting to which it relates.
82.3 The appointment of a proxy does not prevent a Member from attending and voting in person at the meeting to which the Proxy Notice relates. However, if the Member votes in person on a resolution, then as regards that resolution his appointment of a proxy will not be valid if it relates to the exercise of voting rights attached to the same shares in respect of which the Member has voted in person.
82.4 An appointment of a proxy expires 12 months from the date of appointment of the proxy, except at:
- (a) an adjournment of a meeting which was originally held within 12 months from the date; or
- (b) on a poll demanded at a meeting or an adjourned meeting which was originally held within 12 months from that date.

83. CANCELLATION OF PROXY'S AUTHORITY

83.1 A vote given in accordance with the terms of a Proxy Notice, a demand for a poll by a proxy and the inclusion of a proxy in determining whether there is a quorum at a meeting is valid even though:
- (a) the Member who appointed the proxy has died or is of unsound mind;
- (b) the Proxy Notice has been revoked; or
- (c) the authority under which the Proxy Notice was executed on behalf of the Member has been revoked.
83.2 Article 83.1 does not apply, and the authority of a person to act as a proxy is terminated, if the Company receives notice of the death, mental condition or revocation of the Proxy Notice or other authority not later than the last time by which the Proxy Notice should have been received in order to be valid for use at the meeting, adjourned meeting or poll at which the proxy purports to act.
83.3 In order to be valid, the notification referred to in article 83.2 above ("Notice of Termination of Proxy") must be in writing and:
- (a) in the case of a Notice of Termination of Proxy in hard copy form, be received at the Office or at such other place within the United Kingdom as is specified for the receipt of Proxy Notices in the notice of the meeting or adjourned meeting to which the appointment relates; or
- (b) in the case of a Notice of Termination of Proxy in electronic form, be received at any address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form (subject to any limitations specified by the Company when providing the address) in:
  - (i) the notice convening the meeting;
  - (ii) any form of Proxy Notice issued by the Company in relation to the meeting; or
  - (iii) the invitation to appoint a proxy issued by the Company in relation to the meeting.

84. A CORPORATE MEMBER MAY APPOINT A REPRESENTATIVE

A corporation which is a Member may, by a resolution of its directors or other governing body, authorise one or more individuals to act (subject to the Statutes) as its representative or representatives at a meeting of the Company. The Company, or any Person acting on its behalf, may require evidence of the authority of a representative to act to be submitted, in such form as the Company requires, before allowing that representative to exercise his powers.

V. DIRECTORS

A. NUMBER, APPOINTMENT, RETIREMENT, REMOVAL AND VACATION OF OFFICE OF DIRECTORS

85. NUMBER OF DIRECTORS

There must be at least two Directors (not including Alternate Directors), but the Members may change this restriction (or impose a maximum) by passing an ordinary resolution.

86. ABILITY OF MEMBERS TO APPOINT DIRECTORS

Subject to these Articles, the Statutes, the Company may by ordinary resolution appoint a person to be a Director to fill a casual vacancy or as an additional Director.

87. ABILITY OF BOARD TO APPOINT DIRECTORS

87.1 The Board may appoint a person to be a Director to fill a casual vacancy or as an additional Director if in either case the total number of Directors does not exceed the maximum fixed in accordance with these Articles.
87.2 A Director who retires at an annual general meeting in accordance with article 88.1 is eligible for re-appointment. If he is re-appointed at the same annual general meeting, he is treated as continuing in office without a break.

88. DIRECTORS TO RETIRE AT ANNUAL GENERAL MEETING

88.1 Subject to Article 84, at each annual general meeting of the Company, all the Directors which are Directors at the date of the notice convening the annual general meeting shall retire from office and each director may offer himself for election or re-election by the members of the Company.
88.2 If, at a general meeting at which a Director retires, the Company neither re-elects that Director nor appoints another person to the board in the place of that director, the retiring director shall, if willing to act, be deemed to have been re-elected unless at the general meeting it is resolved not to fill the vacancy or unless a resolution for the re-election of the Director is put to the meeting and lost.
88.3 A retiring Director shall be eligible for re-appointment and (unless he is removed from office or his office is vacated in accordance with these Articles) shall retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to appoint another person in his place or the resolution to re-appoint him is put to the meeting and lost.
88.4 The Company may by ordinary resolution at a general meeting fill the vacancy caused by a Director retiring in accordance with these Articles by re-appointing the retiring Director or (subject to the Statutes and these Articles) by appointing another Person.

89. ELIGIBILITY FOR APPOINTMENT AS A DIRECTOR AT A GENERAL MEETING

89.1 The only people who may be appointed as a Director at a general meeting are:
- (a) a Director retiring at that general meeting in accordance with article 88.1;
- (b) a Person recommended by the Board for appointment as a Director; or
- (c) a Person who has been proposed in accordance with article 89.2 and who is willing to be appointed.
- 89.2 A Member who is entitled to attend and vote on a resolution to appoint a Director at an upcoming general meeting may propose a Person (other than himself) to be appointed as a Director. At least 14 but not more than 42 days before the date of the meeting the Member must deliver to the Company at the Office:
  - (a) a letter stating that he intends to nominate another person for appointment as a director, including the details which would need to be included in the Company's register of directors; and
  - (b) written confirmation from that person that he is willing to be appointed.

90. SHARE QUALIFICATION OF DIRECTORS

Neither a Director nor an Alternate Director is required to hold any shares as a qualification to being a Director or Alternate Director.

91. REMOVING A DIRECTOR BY ORDINARY RESOLUTION

In accordance with the Statutes, the Company may pass an ordinary resolution to remove a Director, even though his term of office has not yet ended and despite the provisions in any agreement between the Company and the Director.

92. REMOVING A DIRECTOR BY NOTICE FROM CO-DIRECTORS

92.1 A Director will cease to be a Director if he is given written notice terminating his appointment, signed by all of his co-Directors.
92.2 Subject to article 110.3, the written notice may be signed by an Alternate Director, instead of the Director who appointed the Alternate Director, and may consist of several documents in the same form signed by one or more Directors.

93. OTHER CIRCUMSTANCES IN WHICH A DIRECTOR NO LONGER HOLDS OFFICE

93.1 A Director ceases to be a Director as soon as:
- (a) he becomes prohibited by law from acting as a director or he ceases to be a Director by virtue of these Articles;
- (b) he gives the Company written notice of his resignation;
- (c) he gives the Company written or oral notice offering to resign and the Board resolves to accept it;
- (d) his term of office expires if he was appointed for a fixed term;
- (e) he becomes bankrupt, an interim order is made in respect of him, he enters into an arrangement or composition with his creditors generally or he is unable to pay

his debts within the meaning of section 268 of the Insolvency Act 1986 or pursuant to any similar legislation in any other jurisdiction;

(f) a registered medical practitioner gives a written opinion to the Company that the Director has become physically or mentally incapable of acting as a Director and might remain so for more than three months, or he is or has been suffering from mental or physical ill health and, in each case, the Board resolves that his office should be vacated;
(g) an order is made by a court of competent jurisdiction for the appointment of a guardian, receiver or other person to exercise powers with respect to his property or affairs; or
(h) he is absent from meetings of the Board for six consecutive months (whether or not any Alternate Director appointed by them attends in his place) and the Board passes a resolution removing the Director from office.

94. EFFECT OF VACATION OF OFFICE

94.1 If a director stops being a Director for any reason, he will also automatically cease to be a member of any committee or sub-committee of the Directors.
94.2 Removal from office under these Articles does not deprive a person of any right to claim compensation or damages in respect of the termination of his appointment as a Director or of any appointment with the Company which terminates on him ceasing to be a Director.

B. TYPES OF DIRECTORS AND THEIR REMUNERATION

95. EXECUTIVE DIRECTORS

95.1 The Board may appoint any one or more of the Directors to any executive office that it decides. So far as the Statutes allow, the Board or any committee authorised by the Board may decide on the period and on the terms (including remuneration) of any appointment of this kind. Subject to the provisions of any contract between the Director so appointed and the Company, the Board may revoke that appointment or vary the terms of it.
95.2 If the Board terminates the appointment of an executive Director, the termination will not affect any right of the Company or the Director in relation to any breach of any employment contract which may be involved in the termination.

96. NON-EXECUTIVE DIRECTORS

96.1 The Board may enter into an agreement or arrangement (including by way of letter of appointment) with a Director who does not hold executive office according to article 95 (a "Non-executive Director"), for the provision of his services to the Company on such terms (subject to article 96.3) as the Board may decide.
96.2 The Board may terminate that agreement or vary it in accordance with its terms. Without prejudice to the other provisions of these Articles dealing with the circumstances in which a Director no longer holds office, a Non-executive Director stops being a Director of the Company when his appointment is terminated in accordance with the terms of his appointment.
96.3 A Non-executive Director is entitled to be paid a fee for his services as a Director. The Board may decide on the amount of the fee and when and how it is paid. The total amount of the fees paid to all of the Non-executive Directors (excluding any remuneration for special or additional services paid pursuant to article 97) must not exceed:
- (a) £500,000 in each year; or
- (b) any higher amount decided by the Company by ordinary resolution.
96.4 The Board and a Non-executive Director may agree that any fee payable to the Nonexecutive Director may consist (wholly or partly) of payments by way of pension contributions or premiums to secure pension benefits, whether in accordance with a pension scheme or otherwise.

97. REMUNERATION FOR SPECIAL OR ADDITIONAL SERVICES

The Board may decide to award extra fees (whether by way of salary, commission, percentage of profits or otherwise) to a Director (holding either an executive or a non executive office) who:

(a) serves on a committee, acts as chairman or deputy chairman, devotes special attention to the Company's business or who otherwise performs services which the Board decides are outside the scope of his ordinary duties; or
(b) goes or lives abroad in connection with the Company's business.

98. EXPENSES

In addition to any remuneration payable under articles 95 to 97, the Company may pay the reasonable travelling, hotel and other expenses incurred by a Director in connection with the discharge of his duties. This includes, without limitation, travelling to and from meetings of the Board, committees of the Board or general meetings or separate meetings of the Holders of any class of shares or of debentures of the Company.

C. DECISION MAKING BY DIRECTORS

99. CALLING A BOARD MEETING

99.1 Any Director may, at any time, call a Board meeting. The Secretary must convene a meeting of the Board meeting if a Director requests it.
99.2 A meeting of the Board is called by giving notice of the meeting to the Directors. The notice does not need to be given in writing.
99.3 If a Director has given the Company an address (in or outside the United Kingdom) at which notices can be given to him, he is entitled to be given notice of all Board meetings. A Director may waive the right to receive notice of a meeting of Board meeting, including one which has already taken place. Any such waiver after the meeting has taken place will not affect the validity of the meeting or the business conducted at the meeting.
99.4 The Board may adjourn and otherwise regulate meetings as it decides.

100. QUORUM

100.1 The Directors may fix the quorum for the Board meeting, but it must not be less than two. If no other quorum is fixed, two individuals present at the meeting constitute a quorum.
100.2 A Board meeting at which a quorum is present may exercise all the powers and discretions exercisable by the Board at the time.
100.3 A Person attending a Board meeting who is acting as an Alternate Director is only counted in the quorum if the Director appointing him is not present. A Person who is acting as an Alternate Director for a Director who is not present must only be counted once for the purposes of counting the quorum, even if he is acting as an Alternate Director for more than one Director or is also a Director.

101. VOTING AT A BOARD MEETING

101.1 Questions arising at a meeting are decided by a majority of votes. Subject to the Statutes and these Articles:
- (a) each Director participating in a decision has one vote;
- (b) a Director who is also an Alternate Director is entitled, in the absence of the Director appointing him, to a separate vote on behalf of the Director appointing him in addition to his own vote; and
- (c) in the case of an equality of votes, the chairman of the meeting has a casting vote.

102. CONFERENCE MEETINGS

102.1 A meeting of the Board may consist of a conference between Directors some or all of whom are in different places if each Director who participates is able:
- (a) to hear each of the other participating Directors addressing the meeting; and
- (b) if the Director so wishes, to address all of the other participating Directors simultaneously,

whether directly, by conference telephone, video-conference facility or any other form of communications equipment or by a combination of these methods.

102.2 Each Director who participates in a meeting in the manner described in article 102.1 is deemed to be present at that meeting, including for the purposes of calculating the quorum.
102.3 A meeting held in the manner described in article 102.1 is deemed to take place at the place where the largest group of participating Directors is assembled or, if no such group is readily identifiable, at the place from where the chairman of the meeting participates.

103. RESTRICTED POWER OF DIRECTORS IF NUMBER FALLS BELOW PRESCRIBED MINIMUM

The Directors may continue to act even if one or more of them stops being a Director. However, if and for so long as the number of Directors is reduced below the minimum number of Directors required by these Articles (including any change to that number approved by an ordinary resolution of Members) or the number fixed as the quorum necessary for the transaction of the business of the Board (if different), the continuing Directors or Director may only act to:

(a) fill vacancies in their body; or
(b) summon general meetings of the Company.

If the continuing Directors or Director are unable or unwilling to act in accordance with this article, any two or more Members may call a general meeting (or instruct the Secretary to do so) in order to appoint Directors.

104. CHAIRMAN OF THE BOARD

104.1 The Directors may appoint any Director as chairman or as deputy chairman and may remove them from that office at any time. They may also decide upon the period during which the chairman will hold office. The chairman or, in his absence, a deputy chairman (or vice chairman) must chair all meetings of the Board.
104.2 If there is no chairman or deputy chairman (or vice chairman) or if at a meeting neither the chairman nor a deputy chairman (or vice chairman) is present within 15 minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.

105. DIRECTORS' WRITTEN RESOLUTIONS

105.1 If:
- (a) every Director entitled to receive notice of a Board meeting, and together meeting the quorum requirements for a Board meeting, agrees to the passing of a resolution; and
- (b) the agreement of the Director is contained in:
  - (i) a document sent in electronic form of a type that the Board decides may be used for this purpose and which complies with each requirement (including, without limitation, those as to authentication) that the Board has determined for documents of that type that are sent in electronic form; or
  - (ii) a copy of the proposed written resolution in hard copy form, signed by the Director,

that resolution is as effective as a resolution passed at a Board meeting that is properly called and held.

105.2 For the purposes of article 105.1(b)(ii), the resolution may be passed using several copies of the resolution if each copy is signed by one or more Directors.
105.3 For the purposes of article 105.1:
- (a) a Director who is not entitled to vote on a resolution of the Board in accordance with the provisions of the Statutes or these Articles is not required to agree to the passing of the resolution in order for it to be effective;
- (b) an Alternate Director need not agree to the passing of a resolution if the Director appointing him has agreed to its passing and;
- (c) if an Alternate Director has properly agreed to the passing of a resolution, the Director appointing him need not agree to its passing.

105.4 A written resolution of the Directors will be valid at the time the last Director who is required to agree in order for it to become effective signs or otherwise agrees to it in accordance with this article 105.

106. PROCEEDINGS OF COMMITTEES AND LOCAL BOARDS

The provisions of these Articles regulating meetings, proceedings and decision making of the Board also apply to the meetings, proceedings and decision making of a committee or local board appointed pursuant to article 118.1 in so far as they are relevant and are not superseded by any regulations made by the Board under article 118.4.

107. VALIDITY OF ACTS OF THE BOARD, COMMITTEES AND LOCAL BOARDS

Everything which is done by any Board meeting, or by a committee of the Directors or by a person acting as a Director or as a member of a committee, will be valid even if it is discovered later that any Director, or person acting as a Director, was not properly appointed. This also applies if it is discovered later that anyone was disqualified from being a Director or had ceased to be a Director or was not entitled to vote. In any of these cases, anything done will be as valid as if there was no defect or irregularity of the kind referred to in this article.

108. DIRECTORS' DISCRETION TO MAKE FURTHER RULES

Subject to these Articles, the Directors may make any rule that they think fit about how the Directors take decisions and about how such rules are to be recorded or communicated to Directors.

D. ALTERNATE DIRECTORS

109. APPOINTMENT

109.1 An Alternate Director is a Person (who may be another Director) appointed by a Director to exercise the powers and carry out the responsibilities of that appointing Director in relation to decisions taken by Directors.
109.2 A Director who wants to appoint an Alternate Director must give the Company notice of the proposed appointment, signed by the appointing Director. The appointment of an Alternate Director takes effect upon such a notice being received by the Company, unless the proposed Alternate Director is not a Director. If the proposed alternate Director is not a Director, the appointment only takes effect when his appointment has been approved by two-thirds of the Directors.

110. RIGHTS AND RESPONSIBILITIES OF AN ALTERNATE DIRECTOR

110.1 An Alternate Director who has given the Company an address (in or outside the United Kingdom) at which notices may be given to him is entitled to be sent notices of all Board meetings and (unless the terms of his notice of appointment provide otherwise) all meetings of committees of the Board of which the Director appointing him is a member.
110.2 If the Director appointing the Alternate Director is not present at a meeting of a type referred to in article 110.1, the Alternate Director is entitled to attend and vote as a Director at that meeting and to have and exercise all the powers, rights, duties and authorities of that Director at that meeting. If he himself is a Director or attends a meeting as an Alternate Director for more than one Director, he has one vote for each Director for whom he acts as an Alternate Director, in addition to his own vote as a Director (if any).
110.3 The signature of an Alternate Director to a written resolution of the Directors is as effective as the signature of the Director appointing him, unless the terms of the notice of his appointment provide otherwise.
110.4 Subject to the Statutes and these Articles, an Alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be paid expenses and to be indemnified to the same extent as if he was a Director. However, unless the Company or the Board resolves otherwise, an Alternate Director is not entitled to receive any fee from the Company for serving as an Alternate Director, except such part (if any) of the fee that would otherwise be paid to the Director appointing him that the appointing Director directs by notice in writing to the Company.
110.5 An Alternate Director is an officer of the Company but, except to the extent set out in these Articles, an Alternate Director does not have the power to act as a Director and is not deemed to be a Director for the purposes of these Articles.
110.6 An Alternate Director is responsible alone to the Company for his acts and defaults and is not deemed to be the agent of the Director appointing him.

111. TERMINATION OF APPOINTMENT OF ALTERNATE DIRECTOR

111.1 The appointment of an Alternate Director terminates:
- (a) upon the passing of a unanimous decision of all the Directors (except the Director who appointed the Alternate Director) that the appointment should terminate;
- (b) when the Company receives notice signed by the Director appointing the Alternate Director that he revokes the appointment and that notice takes effect in accordance with its terms;
- (c) on the occurrence in relation to the Alternate Director of an event which, if it occurred in relation to the Director who appointed the Alternate Director, would result in the termination of that appointing Director's appointment as a Director; or
- (d) if the Alternate Director's appointor stops being a Director, unless that Director retires at a general meeting at which he is re-appointed.

E. INTERESTS OF DIRECTORS AND CONFLICTS OF INTEREST

112. AUTHORISATION OF CONFLICTS OF INTEREST ARISING OTHER THAN IN RELATION TO TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY

112.1 The Board may, to the extent permitted by law and subject to the quorum and voting requirements set out in this article 112, authorise any matter proposed to them which would otherwise result in any Director (a "Conflicted Director") breaching his duty under the Statutes to avoid having a direct or indirect interest that conflicts or possibly may conflict with the interests of the Company. A Conflicted Director:
- (a) may not count in the quorum or vote on the resolution giving the authorisation; and
- (b) may, if the other Directors attending the meeting so decide, be excluded from the meeting while the authorisation is under consideration.

112.2 The Board may:

(a) make any such authorisation subject to any limits or conditions (including of a kind described in article 116.1);
(b) impose such obligations on a Conflicted Director in connection with the authorisation as it thinks fit; and
(c) withdraw the authority or vary or impose any limits, conditions or obligations at any time.

113. DIRECTORS' INTERESTS IN TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY, AND OTHER INTERESTS

113.1 Subject to the Statutes and provided that he has declared the nature and extent of his interest in accordance with article 114 (to the extent that article 114 below requires a declaration to be made) a Director may:
- (a) have any kind of interest in a proposed or existing transaction, arrangement or contract with, or entered into by, the Company or any body corporate or firm in which the Company is directly or indirectly interested;
- (b) hold any other office or place of profit under the Company (except that of auditor) in conjunction with the office of Director for such period and upon such terms, including as to remuneration, as the Board may decide;
- (c) act, directly or through a body corporate or firm in which he is directly or indirectly interested, in a professional capacity for the Company (other than as auditor) on such terms as to remuneration or otherwise as the Board may decide; or
- (d) be a director or other officer of, employee, holder (directly or indirectly) of any other place of profit under, member of, or act directly or indirectly in a professional capacity (other than as auditor) for, a body corporate or firm which the Company controls or in which it is directly or indirectly interested.
113.2 The Board can exercise the voting power conferred by the shares in a body corporate held or owned by the Company, or exercisable by the Company as a director of another body corporate, in the manner that it decides.
113.3 Subject to articles 114 and 115, a Director may vote in favour of the exercise of those voting rights in the manner set out in this article, even if he is, or is about to be appointed, a director, manager, other officer or employee, holder of any other place of profit under, or member of, that body corporate, and as such is or may become interested in the exercise of those voting rights in that manner.
113.4 A Director does not have to hand over to the Company any benefit he receives or profit he makes as a result of anything authorised under article 112 or allowed under article 113, nor is any type of contract, transaction or arrangement authorised under article 112 or allowed under article 113 liable to be avoided.

114. DECLARATION OF INTERESTS IN TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY, AND OTHER INTERESTS

114.1 If disclosure of an interest in a transaction or arrangement of a sort described in article 113 is required by the Statutes, the interested Director must declare the nature and

extent of his interest to the other Directors in a manner and timeframe that complies with the Statutes.

114.2 Where declaration of an interest in a transaction or arrangement of a sort described in article 113 is not required by the Statutes because the transaction or arrangement is not proposed to be with, or has not been entered into by, the Company:
- (a) the declaration must be made as soon as is reasonably practicable;
- (b) may be made:
  - (i) at a meeting of the Directors;
  - (ii) by a notice in writing sent to the other Directors; or
  - (iii) by a general notice given to the Directors, to the effect that the Director:
    - (1) has an interest (as member, officer, employee or otherwise) in a specified body corporate or firm and is to be regarded as interested in any transaction or arrangement that may, after the date of notice, be made with that body corporate or firm (and stating the nature and extent of the Director's interest in the specified body corporate or firm); or
    - (2) is Connected with a specified person (other than a body corporate or firm) and is to be regarded as interested in any transaction or arrangement that may, after the date of notice, be made with that person (and stating the nature of his connection with the specified person),

provided that the general notice is given at a meeting of the Directors or the Director takes reasonable steps to secure that it is brought up and noted at the next meeting of the Directors after it is given.

114.3 A Director need not declare an interest under article 114.2:
- (a) if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
- (b) of which the Director is not aware or where the Director is not aware of the transaction or arrangement in question and for this purpose a Director is treated as being aware of matters of which he ought reasonably to be aware;
- (c) if, or to the extent that, the other Directors are already aware of it and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware; or
- (d) if, or to the extent that, it concerns terms of a service contract that have been or are to be considered:
  - (i) by a meeting of the Directors; or
  - (ii) by a committee of the Directors appointed for the purpose under these Articles.

115. RESTRICTIONS ON VOTING

115.1 Except as provided in articles 115.2 and 115.3 or as otherwise decided by the Board pursuant to article 112.2, a Director may not vote at a meeting of the Board in respect of a transaction or arrangement in which the Director has an interest (whether direct or indirect) which may reasonably be regarded as likely to give rise to a conflict of interest. The Director may not be counted in the quorum present on a resolution in respect of such a transaction or arrangement. If the Director votes in contravention of this article, his vote must not be counted.
115.2 Subject to the provisions of the Statutes and these Articles (including the provisions of Article 116), a Director may vote at a Board meeting (and count in the quorum present) on a resolution in respect of a transaction or arrangement of a sort described in article 113, provided that:
- (a) the Director's interest only arises because of his interest in shares, debentures or other securities of, or otherwise in or through, the Company; and/or
- (b) the transaction or arrangement falls within one or more of the following categories:
  - (i) an offer by the Company or any of its subsidiary undertakings of any shares or debentures or other securities for subscription or purchase if the Director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer;
  - (ii) a transaction or arrangement giving the Director a security, guarantee or indemnity in respect of:
    - (1) money lent or obligations incurred, by them or another Person at the request of, or the benefit of, the Company or any of its subsidiary undertakings; or
    - (2) a debt or obligation of the Company or any of its subsidiary undertakings for which the Director has assumed responsibility (wholly or partly) under a guarantee or indemnity; and/or
- (c) a transaction or arrangement giving the Director any other indemnity where all other Directors are also being offered indemnities on substantially the same terms; and/or
- (d) a transaction or arrangement concerning any other body corporate or firm that the Director has a direct or indirect interest in (including through a Person Connected with the Director, or otherwise, and whether as an officer, creditor, shareholder or otherwise) provided that Director and any Person Connected with him do not to his knowledge hold an interest in shares (as that term is defined for the purposes of Part 22 of the Companies Act) representing 1% or more:
  - (i) of the issued share capital (excluding treasury shares) of that body corporate;
  - (ii) of the issued share capital (excluding treasury shares) of another body corporate; or
  - (iii) of the voting rights available to members of either body corporate; and/or
(e) a transaction or arrangement for the benefit of employees of the Company or any of its subsidiary undertakings (including, without limitation, an employees' share scheme) which only gives the Director benefits which are also generally given to the employees to whom the arrangement relates; and/or
(f) a transaction or arrangement concerning the Company funding his expenditure on defending proceedings or the Company doing something to enable them to avoid incurring such expenditure where all other Directors are being offered substantially the same arrangements; and/or
(g) a transaction or arrangement concerning a contract relating to any insurance which the Company may buy or renew for the benefit of Directors or of a group of people which includes Directors.
115.3 Subject to the Statutes, the Company may by ordinary resolution:
- (a) suspend or relax the provisions of this article to any extent, either generally or in respect of a particular matter; or
- (b) ratify any contract, transaction, arrangement or proposal not properly authorised because of a contravention of this article.
115.4 If a proposal is under consideration concerning the appointment (including, without limitation, fixing or varying the terms of appointment) of two or more Directors to offices with, or as employees of, the Company or a body corporate in which the Company is interested, the proposal may be divided and considered in relation to each Director separately. In such a case, each of the Directors concerned (unless debarred from voting for a reason that is not solely his proposed appointment) may vote (and be counted in the quorum) in respect of each resolution apart from that concerning his own appointment.
115.5 For the purposes of articles 113 to 115, an interest of a Director includes an interest of a Person who is Connected with the Director.
115.6 For the purposes of this article 115:
- (a) an interest of an Alternate Director includes an interest of the Director who appointed him; and
- (b) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge is not to be treated as an interest of his.
115.7 If a question arises at a meeting as to the entitlement of a Director to vote and he does not voluntarily agree to abstain from voting, the question must be referred, in the case of a Director other than the chairman of the meeting, to the chairman and, in the case of the chairman, to the remainder of the Board. The chairman's ruling (or the Board's ruling in the case of the chairman) in relation to the Director is final and conclusive, except if the nature or extent of the Director's interest has not been fairly disclosed.
1. BOARD'S ABILITY TO IMPOSE PROCEDURES AND MAKE RULINGS FOR MANAGING CONFLICTS OF INTEREST
116.1 Where a Director is in a situation which may reasonably be regarded as likely to give rise to a conflict of interest the Director must if requested by the Board, take such steps as the Board considers necessary or desirable in order to manage the conflict of interest, including compliance with such procedures or the Board may approve for dealing with

conflicts of interest (either generally, or in connection with a particular situation or matter). These may include:

(a) the relevant Director being excluded from the voting at, or not being counted in the quorum at, a Board meeting or other meeting at which the situation is to be discussed; and
(b) the exclusion of the Director from all information relating to, and discussion by the Company of, the situation.
116.2 The Board may decide, as part of authorising a conflict, that if a Director obtains or has obtained any information otherwise than as a Director of the Company and in respect of which he owes a duty of confidentiality to another Person, the Director is under no obligation to:
- (a) disclose any such information to the Board or to any Director or other officer or employee of the Company; or
- (b) use or apply any such information in performing his duties as a Director.

This article is without prejudice to any equitable principle or rule of law which may excuse the Director from disclosing information, in circumstances where disclosure would otherwise be required.

F. DIRECTORS' POWERS AND RESPONSIBILITIES

117. BOARD TO MANAGE THE COMPANY'S BUSINESS

117.1 The Board must manage the Company's business. The Board may exercise all the Company's powers that are not required by the Statutes or these Articles to be exercised by shareholders at a general meeting.
117.2 The Board must exercise those powers in accordance with the Statutes, these Articles and any direction (whether or not inconsistent with these Articles) given by the Company by special resolution. Such a direction and any amendment of these Articles does not invalidate a prior act of the Board which would have been valid if the direction or amendment had not been given or made.
117.3 The general powers given by this article are not limited or restricted by any special authority or power given to the Board by another article.

118. BOARD MAY DELEGATE

118.1 The Board may delegate any of its powers, authorities or discretions:
- (a) to such persons (including one or more individuals or a committee or local board and whether or not including a Director);
- (b) by such means (including by power of attorney);
- (c) on such terms (including remuneration);
- (d) to such an extent;
- (e) in relation to such matters or territories; and
- (f) on such conditions or subject to such restrictions,

as it thinks fit.

118.2 Any delegation of the kind referred to in article 118.1 is, in the absence of express provision to the contrary in the terms of the delegation but subject to the Statutes, deemed to include authority to sub-delegate to any person all or any of the powers or discretions delegated.
118.3 The Board may revoke any delegation in whole or part, or alter its terms or remove any person from any group to which any of its powers, authorities or discretions are delegated under this article.
118.4 The Board may make rules governing the proceedings of any committee or local board to which any of its powers, authorities or discretions are delegated under this article.
118.5 The Board's power to delegate under this article is not limited by the fact that in certain provisions in these Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or a committee of the Board.

119. BORROWING POWERS

119.1 The Board may exercise all the Company's powers:
- (a) to borrow money on the terms that the Board decides to:
  - (i) mortgage or charge all or any of the Company's undertaking, property and assets (present and future) and uncalled capital;
  - (ii) to issue debentures and other securities; and
  - (iii) to give security, either outright or as collateral security, for any debt, liability or obligation of the Company or of any third party.
- 119.2 Any debentures or other securities can be issued on such terms that they are assignable free from any equities between the Company and the Person to whom the debentures or other securities are issued.
- 119.3 The Directors must restrict the borrowings of the Company and exercise all voting and other rights and powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (but, as regards subsidiary undertakings, only so far as the rights and powers enable the Directors to do so) that the Group's borrowings comply with the Company's stated Investment Policy from time to time.
- 119.4 In this article 119:

"Group" means the Company and its subsidiary undertakings from time to time; and

"Group Undertaking" means the Company or any of its subsidiary undertakings from time to time.

119.5 A Person dealing with the Company or a Group Undertaking is not required to enquire whether any borrowing limit imposed in accordance with these Articles is observed. No debt incurred or security given in excess of that limit is invalid unless the lender or the recipient of the security had express notice, at the time the debt was incurred or the security given, that the limit had been or would as a result be exceeded.

120. POWER OF BOARD TO DELEGATE THE POWER TO MAKE CALLS

If any uncalled capital of the Company is included in or charged by a mortgage or other security, the Board may delegate to the Person in whose favour the mortgage or security is executed, or to a Person in trust for him, the power to make calls on the Members in respect of that uncalled capital, and to sue (in the Company's name or otherwise) for the recovery of amounts becoming due in respect of calls made and to give valid receipts for those amounts. That power subsists during the continuance of the mortgage or security notwithstanding any change of Directors. That power is assignable if so expressed.

121. SIGNING OF CHEQUES AND SIMILAR INSTRUMENTS

All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts for amounts paid to the Company must be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board decides.

122. APPOINTMENT OF REGISTRAR

The Board must appoint a Person to act as registrar of the Company's shares or debentures on such terms as it decides and, if relevant, on such terms that are consistent with the Regulations.

123. GRATUITIES, PENSION AND SUPERANNUATION FUNDS AND CHARITABLE SUBSCRIPTIONS

123.1 The Board may (either alone or with an Associated Company):
- (a) establish and maintain, or procure the establishment and maintenance of, or otherwise contribute to a non-contributory or contributory pension or superannuation fund or arrangement, share option or share incentive scheme, profit-sharing scheme or trust for the benefit of a Relevant Person;
- (b) give, or procure the giving of, donations, gratuities, pensions, allowances, death or disability benefits or emoluments to, or to a person in respect of, a Relevant Person;
- (c) establish and subsidise, or subscribe to, an institution, association, club or fund for the benefit of, or to advance the interests and well-being of, the Company, an Associated Company or a Relevant Person;
- (d) make payments for, or towards, the insurance of a Relevant Person; or
- (e) subscribe or guarantee money for a charitable, benevolent or political purpose for an exhibition or for a public, general or other object which the Board decides is useful.
- 123.2 In article 123.1:
  - (a) "Associated Company" means a subsidiary undertaking of the Company or a company or undertaking which is directly or indirectly controlled by or associated in business with the Company or any of its subsidiary undertakings; and
  - (b) "Relevant Person" means a person who is or was at any time in the employment or service of the Company or an Associated Company (including, without limitation, a Director or other officer of the Company or a director or other officer of an Associated Company who, in either case, holds or held at any time a

salaried employment or office with the Company or Associated Company) or a spouse, former spouse, civil partner, former civil partner, relative or dependant of such a person.

123.3 Subject to the Statutes, a Director who is a Relevant Person may participate in and retain a donation, gratuity, pension, allowance, death or disability benefit or emolument paid pursuant to this Article for his own benefit. The receipt of such a benefit does not disqualify a person from being or becoming a Director.

124. POWER TO MAKE PROVISION FOR EMPLOYEES

The Board may exercise any power conferred on the directors of a company by the Statutes to make provision for the benefit of employees or former employees of the Company or any of its subsidiaries in connection with the cessation or the transfer of the whole or part of the business of the Company or that subsidiary.

125. CUSTODY AND USE OF THE SEAL

125.1 The Board must arrange for every Seal of the Company to be kept safely.
125.2 A Seal may only be used with the authority of the Board or a committee authorised by the Board.
125.3 Subject as otherwise provided in these Articles, every document which is sealed using the common seal must be signed by one Director and the Secretary, or by two Directors or by one Director in the presence of a witness who attests his signature or by any other person or persons authorised by the Directors.
125.4 Any document to which an official seal is applied need not be signed, unless the Directors decide otherwise or the Statutes require otherwise.
125.5 The Directors may resolve that the requirement for any counter-signature in this article may be dispensed with on any occasion.

VI. DIVIDENDS AND DISTRIBUTIONS

126. FINAL DIVIDENDS

Subject to the Statutes, the Company may declare dividends to be paid to the Members in accordance with their respective rights by ordinary resolution. No dividend may exceed the amount recommended by the Board.

127. FIXED AND INTERIM DIVIDENDS

127.1 Subject to the Statutes, the Board may:
- (a) resolve to pay interim dividends to the Members if these appear to the Board to be justified by the Company's financial position;
- (b) pay half yearly dividends or dividends at other suitable intervals as decided by the Board, expressed to be payable at a fixed rate, if the Board is of the opinion that the Company's financial position justifies the payment; and
- (c) if at any time the Company's share capital is divided into different classes, declare and pay interim dividends in respect of those shares in the Company's capital which confer on the Holders of those shares deferred or non-preferred rights as well as in respect of those shares which confer on the Holders of those

shares preferential rights with regard to dividends. No interim dividend may be paid on shares carrying deferred or non-preferred rights if at the time of payment any preferential dividend is in arrears.

127.2 If the Directors act in good faith, they are not liable to the Holders of shares for any damage that they may incur because a lawful dividend has been paid on other shares which rank equally with or behind their shares.

128. DIVIDENDS ONLY PAYABLE ON PAID UP AND CALLED-UP CAPITAL

128.1 Except as otherwise provided by the rights attached to shares, a dividend must be declared and paid according to the amounts Paid up on the shares in respect of which the dividend is paid. An amount Paid up on a share in advance of calls must not be treated as Paid up on the share for this purpose.
128.2 Dividends must be apportioned and paid pro rata according to the amounts Paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. However, if a share is issued on terms that it ranks for dividends as if Paid up (wholly or partly) as from a particular date, that share ranks for dividends accordingly.

129. DEDUCTIONS FROM DIVIDENDS AND OTHER SUMS

The Board may deduct any amount payable by a Member to the Company on account of calls or otherwise in relation to the shares of the Company from a dividend or any other amount payable to that Member on or in respect of a share. Money deducted in this way may be used to pay amounts owed to the Company.

130. RECORD DATES FOR DIVIDEND PAYMENTS

130.1 A resolution of the Company in general meeting or a resolution of the Board resolving to declare or pay a dividend on shares of any class may state that the dividend is payable to the Persons registered as the Holders of those shares at a particular time on a particular date. That date or time may be a date or time before that on which the resolution is passed.

130.2 Unless:

(a) the resolution of the Company at a general meeting;
(b) a resolution of the Board resolving to declare or pay a dividend on shares; or
(c) the terms on which the shares were allotted

specifies otherwise, a dividend must be paid by reference to a Member's holding of shares on the date of the resolution or decision to declare or pay it.

131. PAYMENT PROCEDURE

131.1 In these Articles, a reference to a "Distribution Recipient" is to:
- (a) the Holder of a share in respect of which a dividend or other amount is payable;
- (b) in the case of joint Holders of a share in respect of which a dividend or other amount is payable, the joint Holder who is first named in the Register;
- (c) (except as otherwise provided by these Articles) the Person Entitled by Transmission to a share in respect of which a dividend or other amount is

payable, or where there is more than one such Person, such Person as all the Persons Entitled by Transmission may direct or, failing such direction, any one of them.

131.2 A dividend or other amount payable in respect of a share may be paid by cheque or warrant and sent by post to the registered address of the Distribution Recipient, or to another Person and address named in a written instruction by the Distribution Recipient. The cheque or warrant must be made payable to the order of the Distribution Recipient, or to the order of another Person named in a written instruction by the Distribution Recipient.
131.3 A dividend or other amount payable in respect of a share may also be paid by any other usual or common banking method (including, without limitation, direct credit, bank transfer and electronic funds transfer) directly to an account nominated in writing by the Distribution Recipient.
131.4 If the Directors decide that any dividend or other money payable in cash relating to a share should be made exclusively by inter-bank transfer or other electronic means to an account, but no such account has been nominated by the Person entitled to receive the payment, or an inter-bank transfer or other electronic payment into a nominated account is rejected or refunded, the Company may credit that dividend or other money payable in cash to an account of the Company, to be held until the Person entitled to receive the payment nominates a valid account to which the payment may be made.
131.5 Any amount credited to an account of the Company under article 131.4 is to be treated as having been paid to the Member at the time it is credited to that account. The Company will not be a trustee of the money and will not be liable to pay interest on it.
131.6 A dividend or other amount payable in respect of a share in Uncertificated Form may also be paid by means of the Relevant System (subject to the facilities and requirements of the Relevant System) if:
- (a) the Board so decides;
- (b) the Company is authorised to do so by or on behalf of the Distribution Recipient; and
- (c) that authority has been given in any way that the Board considers sufficient.
131.7 The Board may retain any dividend payable to a Person Entitled by Transmission until that Person has produced such evidence of his right as the Board may require.
131.8 The following constitute a good discharge to the Company:
- (a) payment of the cheque or warrant, if purporting to be duly endorsed, or where unendorsed appearing to have been duly paid by the bank on whom it is drawn;
- (b) the collection of funds from or transfer of funds by a bank in accordance with a direct credit, bank transfer or electronic funds transfer; or
- (c) in respect of a share in Uncertificated Form, payment by means of the Relevant System (which may include the sending by the Company or by a Person on its behalf of an instruction to the Operator to credit the cash memorandum account of the Distribution Recipient).

Each cheque or warrant sent and each payment made by transfer of funds by a bank or by means of the Relevant System is at the risk of the Distribution Recipient. The Company is not responsible for any sums lost or delayed in the course of payment by any method used by the Company in accordance with article 131.2, 131.3 or 131.6.

131.9 Except as otherwise provided by the rights attached to shares, a dividend or other amount payable in respect of a share may be paid in such currency as the Board may decide.

132. INTEREST NOT PAYABLE

The Company is not required to pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by:

(a) the terms on which the share was issued or allotted; or
(b) the provisions of another agreement between the Holder of that share and the Company.

133. ANY JOINT HOLDER MAY GIVE RECEIPT FOR A DIVIDEND

If several Persons are registered as joint Holders of a share or are Entitled by Transmission to a share or are entitled to a share as a result of any other event, any one of them may give an effective receipt for a dividend or other amount payable in respect of that share.

134. UNCLAIMED DIVIDENDS

134.1 The Company may stop sending dividend payments or other amounts in respect of a share if:
- (a) on three consecutive occasions:
  - (i) the cheques or warrants in payment of the dividend or other amount are sent by post and returned undelivered or left uncashed during the period for which it is valid; or
  - (ii) payments to an account as described in article 131.3 fail (including where payments have been rejected or refunded),
- (b) for any one dividend:
  - (i) the dividend payment sent through the post has been returned undelivered or remains uncashed during the period for which it is valid; or
  - (ii) the payment by any other method has failed (including where the payment has been rejected or refunded),

and reasonable enquiries have failed to establish any new postal address or account of the Distribution Recipient; or

(c) the Company has stopped sending notices to a Member in accordance with article 152.
134.2 Subject to these Articles, the Company must recommence sending dividend payments if requested in writing by the Holder, or the Person Entitled By Transmission.

134.3 The Board may (but is not obliged to) invest or otherwise use for the Company's benefit any unclaimed dividend or other amount payable in respect of a share until it is claimed. The payment by the Board of an unclaimed dividend or other amount payable in respect of a share into a separate account does not constitute the Company a trustee in respect of it and does not require the Company to pay any interest on it.

134.4 If:

(a) twelve years have passed from the date on which a dividend or other amount payable in respect of a share became due for payment, and
(b) the Distribution Recipient has not claimed it,

the Distribution Recipient is no longer entitled to that dividend or other amount and the dividend is no longer owed to the Distribution Recipient by the Company unless the Board decides otherwise.

134.5 If the Company sells shares under article 41 or article 56, any dividend or other money unclaimed in respect of those shares will also be forfeited and belong to the Company when those shares are sold unless the Board decides otherwise.

135. PAYMENT OF NON-CASH DIVIDENDS

135.1 A general meeting declaring a dividend may (if the Board recommends) direct payment of a dividend wholly or partly by the distribution of specific assets (including, without limitation, Paid up shares, debentures or debenture stock of any other company) by ordinary resolution. A dividend wholly or partly paid by the distribution of Paid up shares shall be paid in accordance with article 136.
135.2 The Board may make any arrangements it thinks fit to settle any difficulty arising in connection with a distribution of the sort described in article 135.1. In particular, the Board can:
- (a) issue fractional certificates;
- (b) ignore any fractions;
- (c) authorise any person to sell and transfer any fractions;
- (d) fix the value of any asset or any part of it for the purposes of distribution;
- (e) decide that cash is to be paid to a Distribution Recipient in order to adjust the rights of the Distribution Recipient;
- (f) vest any asset in trustees on trust for the Distribution Recipient; and
- (g) make arrangements for the allotment, acceptance and sale of any asset or fractional certificate or any part of it.

136. SCRIP DIVIDENDS

136.1 The Board may offer to the Holders of shares the right to elect to receive an allotment of additional shares, credited as fully Paid up, instead of some or all of their cash dividend, if:
- (a) the Company authorises the Board to do so by ordinary resolution; and
(b) there are sufficient unissued shares available, taking into account other requirements.
136.2 The ordinary resolution referred to in article 136.1(a) may specify a particular dividend or may specify all or any dividends falling to be declared or paid during a specified period. In the latter case, the period must end not later than five years after the date of the meeting at which the resolution is passed.
136.3 The Board must decide the basis of allotment so that the Relevant Value of the additional shares (including any fractional entitlement) to be allotted to a Holder instead of any amount of cash dividend is as near as possible to the cash amount (disregarding any tax credit) that the Holder elects not to receive by way of a cash dividend, but no greater than such cash amount.
136.4 For the purposes of article 136.3, the "Relevant Value" of a share will be calculated in such manner as the Board may decide. A certificate or report from the Company's auditors as to the amount of the Relevant Value of a share will be conclusive evidence of that amount.
136.5 The Board must notify the Holders of the shares of the rights of election offered to them and must send, with or after that notice, forms of election and specify the procedure to be followed and the address at which, and the latest date and time by which, duly completed forms of election must be received to be effective.
136.6 The dividend (or that part of it in respect of which a right of election has been offered) may not be paid in cash on shares in respect of which the election has been duly exercised (the "Elected Shares"). On and with effect from the due date of payment of the dividend (or part of it) in respect of which a right of election has been offered or such earlier date (after the election) as the Board may decide, additional shares are to be allotted instead of payment of cash to the Holders of the Elected Shares on the basis of allotment decided in accordance with this article. For this purpose, the Board must capitalise, out of such of the amounts standing to the credit of reserves (including, without limitation, any share premium account and capital redemption reserve) or profit and loss account as the Board may decide, an amount equal to the total nominal amount of the additional shares for allotment and distribution to and amongst the Holders of Elected Shares on that basis.
136.7 The additional shares so allotted rank pari passu in all respects with the fully Paid up shares of the same class then in issue except only as regards participation in the relevant cash dividend (or share election instead of it).
136.8 The Board may do anything which it considers necessary or expedient to give effect to such an offer and capitalisation, including, without limitation, the making of such provisions as it may decide for dealing with shares becoming distributable in fractions (including, without limitation, provisions by which, in whole or in part, fractional entitlements are disregarded or rounded up or carried forward or the benefit of fractional entitlements accrues to the Company or to one or more charities nominated by it rather than to the relevant Members). The Board may authorise a Person on behalf of all relevant Members to enter into an agreement with the Company providing for that capitalisation and matters incidental to it. An agreement made under that authority is effective and binding on all relevant Persons.
136.9 The Board may make such exclusions from an offer of rights of election to Holders of shares as it may decide as a result of any legal or practical problems under, or expense

incurred in connection with the requirements of, the laws of, or the requirements of any regulatory authority or stock exchange in, any territory or jurisdiction.

136.10 The Board may decide to treat as valid for the purposes of article 136 a mandate in force to receive regularly (and not in relation to a single dividend only) shares instead of receiving payment of cash dividends. If the Board makes such a decision:
- (a) the mandate entitles the relevant Holders of shares to an allotment of new shares pursuant to this article; and
- (b) the Board need not notify a Holder who has already chosen to receive shares in place of all future cash dividends of a right to receive shares pursuant to article 136.5. Instead the Board may remind them that they have already chosen to receive shares and explain to them how to tell the Company if they wish to start receiving cash dividends again.
136.11 The Board may (if it considers it necessary or desirable for any reason to do so) from time to time before payment of any dividend, disregard any election or mandate received in connection with this article and pay the relevant dividend or dividends in cash.

VI. CAPITALISATION OF PROFITS AND RESERVES

137. CAPITALISATION ISSUES

137.1 With the authority of an ordinary resolution of the Company, the Board may:
- (a) subject to the provisions of this article, resolve to capitalise:
  - (i) any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution); or
  - (ii) any sum standing to the credit of any reserve or other fund of the Company, including the Company's share premium account, capital redemption reserve and redenomination reserve;
- (b) appropriate the sum resolved to be capitalised to those Members who would have been entitled to it if it were distributed by way of dividend and in the same proportions on the record date specified in the relevant resolution. Unless the relevant resolution specifies otherwise, if on the relevant record date the Company holds treasury shares of the same class as those Members or class of Members, the Company must be treated as if it were entitled to receive dividends in respect of those treasury shares which would have been payable if a person other than the Company had held those treasury shares;
- (c) apply that sum either in or towards:
  - (i) paying up the amounts, if any, for the time being unpaid on any shares held by them respectively; or
  - (ii) paying up in full unissued shares, debentures or other obligations of the Company of an aggregate nominal amount equal to that sum,

however, the share premium account, the capital redemption reserve, any denomination reserve and any profits which are not available for distribution may only be applied in paying up unissued shares to be allotted to Members credited as fully Paid up;

(e) where shares or debentures become, or would otherwise become, distributable in fractions, make such provision as they may decide for any fractional entitlements including for example:
- (i) authorising their sale and transfer to any Person;
- (ii) resolving that the distribution be made as nearly as practicable in the correct proportion but not exactly so;
- (iii) ignoring fractions altogether; or
- (iv) resolving that cash payments be made to any Members to adjust the rights of all parties;
(f) authorise any Person to enter into an agreement with the Company on behalf of all the Members concerned providing for either:
- (i) the allotment to those Members of any shares, debentures or other obligations to which they are entitled on the capitalisation credited as fully Paid up; or
- (ii) the payment up by the Company on behalf of those Members of the amounts, or any part of the amounts, remaining unpaid on their existing shares,

and any agreement made under that authority is binding on all those Members; and

(g) generally do all acts and things required to give effect to the ordinary resolution.
137.2 If any difficulty arises from the distribution of any capitalised reserve or fund, the Board may resolve the issue in any way that it sees fit.

VII. ACCOUNTS AND AUDIT

138. KEEPING OF ACCOUNTS AND RETENTION OF ACCOUNTING RECORDS

The Board must ensure that adequate accounts and accounting records are kept in accordance with the Statutes.

139. INSPECTION OF ACCOUNTING RECORDS

No Member (other than a Director or an officer of the Company) has the right to inspect any account, book or document of the Company unless:

(a) that right is conferred by the Statutes or a valid and binding court order;
(b) they are authorised to do so by the Board; or
(c) they are authorised to do so by an ordinary resolution of the Members.

VIII. COMMUNICATIONS

A. INTRODUCTION

140. INTERPRETATION

140.1 A reference in part VIII of these Articles to a document or information includes a notice to be sent, given or supplied to or by a Person under these Articles.
140.2 A reference in part VIII of these Articles to a document or information to be sent or supplied by or to the Company includes a reference to a document or information which these Articles require to be sent or supplied by or to the Board.

141. NOTICE MUST BE IN WRITING

A notice, document or other information to be sent, given or supplied to or by a Person pursuant to these Articles must be in writing, unless specified otherwise in these Articles.

B. COMMUNICATION TO THE COMPANY

142. METHODS FOR PERSONS TO GIVE DOCUMENTS AND INFORMATION TO THE COMPANY

Subject to the Statutes and these Articles, a Member or another Person may send or supply a document or information that is required or authorised to be sent to the Company by these Articles or by the Statutes in hard copy form, in electronic form or in any other form permitted by the Statutes. Nothing in these Articles should be interpreted as constituting a general or specific agreement by the Company to the use of a particular form (other than hard copy form) for a particular type of document or information sent to it.

143. COMMUNICATION TO THE COMPANY IN HARD COPY FORM

A Member or another Person may give the Company a document or information in hard copy form by delivering it by hand or sending it by post (posted in a pre-paid envelope) to the Company at:

(a) the Office
(b) another address notified for that purpose by the Company; or
(c) another address to which any provision of the Statutes authorises the document or information to be sent or supplied.

144. COMMUNICATION TO THE COMPANY IN ELECTRONIC FORM

144.1 A Member or another Person may give the Company a document or information in electronic form if:
- (a) the Company has agreed, generally or specifically, that the document or information may be sent or supplied in that form (and has not revoked that agreement); or
- (b) the Company is deemed by a provision of the Companies Act to have agreed that the document or information may be sent or supplied in that form,

in which case, the document or information may only be supplied to the Company in the type of electronic form that the Company has agreed to, or is deemed by the Companies Act to have agreed to.

144.2 Where the document or information is sent or supplied to the Company by electronic means, it may only be sent or supplied to the address:
- (a) specified by the Company, generally or specifically, for that purpose; or
- (b) deemed by a provision of the Statutes to have been so specified,

and subject to any limitations specified by the Company when providing that address.

144.3 Where the document or information is sent or supplied to the Company in electronic form by hand or by post, it must be sent or supplied to the Office or to another address to which it could validly be sent pursuant to article 143 if it were in hard copy form.

C. COMMUNICATION BY THE COMPANY

145. METHODS FOR THE COMPANY TO GIVE DOCUMENTS AND INFORMATION

Subject to the Statutes and these Articles, the Company may send or supply any notice, document (including a share certificate) or other information to a Member or other Person:

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

or in such other forms or by such other means as the Board may decide.

146. COMMUNICATION BY THE COMPANY IN HARD COPY FORM

146.1 The Company may give a Member or another Person a document or information in hard copy form:
- (a) personally; or
- (b) by sending it by hand, or by pre-paid post, in an envelope addressed to the intended recipient:
  - (i) to a Person in his capacity as a Member, at his address as shown in the Register;
  - (ii) to a Person in his capacity as a Director, at his address as shown in the register of directors;
  - (iii) to a company, at its registered office;
  - (iv) to an address notified for that purpose by the intended recipient; or
  - (v) to an address to which any provision of the Statutes authorises the document or information to be sent or supplied.

147. COMMUNICATION BY THE COMPANY IN ELECTRONIC FORM

147.1 The Company may give a Member or another Person a document or information in electronic form if the Member or other Person has agreed, generally or specifically, that the document or information can be sent or supplied in that form (and has not revoked that agreement).
147.2 Where the document or information is sent or supplied by the Company by electronic means, it may only be sent or supplied to an address specified for the purpose by the intended recipient.
147.3 Where the document or information is sent by the Company in electronic form by hand or by post it must be:
- (a) handed personally to the intended recipient; or
- (b) sent or supplied to an address to which it could validly be sent pursuant to article 143 if it were in hard copy form.

148. COMMUNICATION BY THE COMPANY BY MEANS OF A WEBSITE

148.1 A document or information may be sent or supplied by the Company to a Member or other Person by being made available on a website if the Member or other Person:
- (a) has agreed, generally or specifically, that the document or information may be sent or supplied to him in that manner; or
- (b) is taken to have so agreed in accordance with the Statutes,

and has not revoked that agreement.

148.2 A document or information sent or supplied by means of a website must be made available on the website in such form and for such length of time as is required by the Companies Act.
148.3 The Company must notify the intended recipient of the availability of the document or information on the website in accordance with the Companies Act.

149. COMMUNICATION BY THE COMPANY TO JOINT HOLDERS OF A SHARE

149.1 Where there are joint Holders of a share, a document or information is validly sent or supplied to all joint Holders of a share if it is sent or supplied to the Person who is named first in the Register in respect of the joint holding.
149.2 Where anything is required by the Statutes or these Articles to be agreed or specified in relation to a document or information that is to be sent or supplied to the Holder of a share that is held by joint Holders, the Company is only required to obtain the agreement or specification of the Person who is named first in the Register in respect of the joint holding. The Company is entitled to rely on that agreement or specification being binding on all joint Holders.

150. COMMUNICATION WITH MEMBERS WITH NO ADDRESS IN THE UK

150.1 Subject to the Statutes, a Member who has no registered address within the United Kingdom is not entitled to have a document or other information sent or supplied to him by the Company, unless:
- (a) he has notified the Company of an address in the United Kingdom at which documents or information in hard copy form may be sent to him; or
- (b) both of the following conditions are satisfied:
  - (i) the Member has agreed with the Company that documents or information of that kind may be sent to him by electronic means and has notified the Company of an address for that purpose, together with any other information that the Company needs to use that means of communication effectively; and
  - (ii) the Board agrees to allow the use of electronic means to supply that type of notice, document or information to that Member.
150.2 The Board may, in its absolute discretion, withhold agreement under article 150.1(b)(ii) if it considers that sending the notice, document or information to the specified address using electronic means:
- (a) would or might infringe the laws of any other jurisdiction; or
- (b) would cause legal or practical problems arising in respect of the laws of, or requirements of a regulatory body or stock exchange or other authority in, any territory.

151. THE GIVING OF DOCUMENTS OR INFORMATION TO A DECEASED OR BANKRUPT MEMBER

151.1 The Company may give a document or information to a Person who is Entitled by Transmission to a share as if he were the Holder of the share by addressing it to him by name or by the title of representative of the deceased or trustee of the bankrupt Member (or by similar designation) at an address in the United Kingdom supplied for that purpose by the Person claiming to be Entitled by Transmission.
151.2 Until that address has been supplied, the Company may send or supply a document or information in any manner in which it might have sent or supplied it if the death or bankruptcy or other event had not occurred. This applies even if the Company knows about such events.
151.3 If a notice, document or other information is given in accordance with this article, there is no need to give that notice, document or information to any other interested Person (whether jointly or as claiming through or under him) in that share.

152. COMMUNICATION WITH UNTRACED SHAREHOLDERS

152.1 If:

(a) on at least two consecutive occasions over a period of at least 12 months, any document or other communication to a Member has been returned undelivered or the Company or its agent receives notification that it has not been delivered; or

(b) the Company has stopped sending dividend payments to a Member pursuant to article 134,

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

152.2 A Member who has ceased to be entitled to receive documents or information from the Company pursuant to article 0 may become entitled to receive a document or information again by sending the Company or its agent:
- (a) a new registered address (or other postal address for such purposes) within the United Kingdom; or
- (b) if the Board has agreed, generally or specifically, to the use of electronic means to supply that type of document or information to that Member, an address for the purposes of communication by electronic means and any other information that the Company needs to use that means of communication effectively.

153. RECORD DATE FOR COMMUNICATIONS

153.1 The Board may decide that the Persons entitled to receive:
- (a) a notice of a general meeting of the Company; or;
- (b) subject to the Statutes, copies of the Annual Accounts and Reports; or
- (c) other communications that the Company sends to Members generally or to any class of its Members,

are those Persons entered on the Register or Operator Register at the close of business on a specified day. If the Company is a Participating Issuer, the specified day may not be further in advance of the day that the notices of the meeting or the copies of the documents are sent than is permitted by the Regulations.

154. DISRUPTION OF POSTAL SERVICES

154.1 If the postal service in the United Kingdom or some part of the United Kingdom is suspended or restricted, and the Company is unable to send some or all notices to convene a general meeting (or notification as to the availability of the notice of meeting on a website) by post:
- (a) the Board may decide that the only Persons to whom notice of the affected general meeting must be sent are:
  - (i) the Directors;
  - (ii) the Company's auditors;
  - (iii) those Members to whom notice to convene the general meeting can validly be sent by electronic means; and
  - (iv) those Members to whom notice to convene the general meeting can validly be sent by means of a website and to whom notification as to the availability of the notice of meeting on a website can validly be sent by electronic means; and
- (b) the Company must in all such cases:
(i) advertise the notice of meeting in at least one national daily newspaper published in the United Kingdom; and
(ii) make the notice of meeting available on its website from the day the notice was sent until the conclusion of the meeting or any adjournment of the meeting; and
154.2 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 Directors must send a confirmatory copy of the notice by post to those who would otherwise receive it in hard copy form.

155. DEEMED DELIVERY OF DOCUMENTS AND INFORMATION SENT OR SUPPLIED BY THE COMPANY TO MEMBERS AND DIRECTORS

155.1 A document or information, whether in hard copy form or electronic form, which is sent by the Company to a Member by post is deemed to have been received at the expiration of 24 hours if pre-paid as first class post, and 48 hours if pre-paid as second class post, after it has been posted. In proving service it is sufficient to prove that the envelope containing the notice or document was properly addressed, pre-paid and posted.
155.2 A document or information (whether in hard copy form or electronic form) which is delivered by hand by the Company to a Member in accordance with these Articles is deemed to have been received on the day it is delivered.
155.3 A document or information sent or supplied by electronic means by the Company to a Member is deemed to have been received on the same day as it is sent. In proving service it is sufficient to prove that the document or information sent or supplied by electronic means was properly addressed in accordance with these Articles and a failure in transmission of a properly addressed electronic communication does not affect the deemed delivery of the document or information under this article.
155.4 Where a document or information is sent or supplied by the Company to a Member by means of a website, it is deemed to have been received:
- (a) when the material was first made available on the website; or
- (b) if later, when the intended recipient received (or, in accordance with this article 155, is deemed to have received) notice of the fact that the document or information is available on the website.
155.5 A Member present at a meeting of the Company or of the Holders of a class of shares in the Company, either personally or by proxy or being a corporation present by way of a duly authorised representative appointed pursuant to the Statutes or article 84, is deemed for all purposes to have received notice of the meeting and, if required, of the purposes for which it was called.
155.6 A Director may agree with the Company that notices, documents or information sent to that Director in a particular way are to be deemed to have been received within a specified time of their being sent and for that specified time to be less than 48 hours.
155.7 Where a document or information is sent through a Relevant System, it is deemed to have been received when the Company or any Operator acting for the Company sends the issued instructions relating to the document or other information.

155.8 If any notice, document or other information is given, sent or supplied by the Company by other means authorised by a Member, it is treated as being received when the Company has done what it was authorised to do by that Member.

156. PERSONS BECOMING ENTITLED TO SHARES TO BE BOUND BY NOTICES

A Person who by operation of law, transfer or otherwise becomes entitled to a share is bound by a notice given by the Company in respect of that share (other than a Section 793 Notice) which, before his name is entered in the Register or Operator Register, has been properly given to a Person from whom he derives his title to that share.

IX. REGISTERS AND RECORDS

157. OVERSEAS BRANCH REGISTER

The Company may exercise the powers conferred by the Statutes as regards keeping an overseas branch register of members in any territory permitted by the Statutes. Subject to the Statutes, the Board may make and vary rules in relation to the maintenance of that register.

158. DESTRUCTION OF DOCUMENTS

158.1 Subject to article 158.3, the Company may destroy:
- (a) each instrument of transfer which has been registered, at any time after the expiration of six years from the date of its registration;
- (b) each other document in respect of which an entry on the Register or Record of Uncertificated Shares is made, at any time after the expiration of six years from the date on which the entry was first made;
- (c) each share certificate which has been cancelled or ceased to have effect, at any time after the expiration of one year from the date of its cancellation or its ceasing to have effect;
- (d) each notification of change of name or address and each dividend mandate, at any time after the expiration of two years from the date of recording of the information in the notification or mandate;
- (e) each paid dividend warrant or cheque at any time after the expiration of one year from the date of actual payment of the warrant or cheque;
- (f) each Proxy Notice, at any time after the expiration of one year after the end of the meeting or adjourned meeting to which the proxy appointment relates.
158.2 It is conclusively presumed that:
- (a) each entry in the Register or Record of Uncertificated Shares purporting to have been made in respect of an instrument of transfer or other document destroyed in accordance with article 158.1(a) or 158.1(b) was properly made and that such an instrument was valid and effective and properly registered and recorded;
- (b) each certificate destroyed in accordance with article 158.1(c) was valid and effective and properly cancelled;
(c) each entry in the Company's books or records purporting to have been made in respect of any other document destroyed in accordance with article 158.1 was properly made and that document was valid and effective; and
(d) any other document destroyed in accordance with article 158.1 was a valid and effective document in accordance with the Company's records relating to the document.
158.3 Articles 158.1 and 158.2 only apply to the destruction of a document in good faith and where express notice has not been given to the Company that the preservation of the document is relevant to a claim (regardless of the parties to the claim).
158.4 This article does not impose any liability on the Company which it would not otherwise have if it destroys any document earlier than as specified in article 158.1.
158.5 If the Company destroys a document in accordance with this article, it may delete any information stored electronically which relates to information which is contained in that document.
158.6 In this article, a reference to the destruction of a document includes a reference to the disposal of the document in any manner.
158.7 This article applies, with all necessary modifications and adaptations, to every instrument of transfer, notification of change of name or address and mandate relating to, and every certificate representing, debentures and any other securities in the Company's share or loan capital as it applies to instruments of transfer of, and certificates for, and other documents relating to, shares.

X. WINDING-UP

159. SALE BY A LIQUIDATOR

In the case of a sale by the liquidator of the Company under section 110 of the Insolvency Act 1986, the liquidator may by contract of sale agree (so as to bind all the Members) for the allotment directly to the Members (excluding the Company in respect of shares held as treasury shares) of the proceeds of sale in proportion to their respective interests in the Company, and may also by that contract limit a time at the expiration of which obligations or shares not accepted are deemed to have been irrevocably refused and are at the disposal of the Company. The power of sale of a liquidator includes a power to sell wholly or partly in exchange for the securities, debentures or other obligations of another company, either then already constituted, or about to be constituted for the purpose of carrying out the sale.

XI. INDEMNITIES

160. INDEMNITY TO DIRECTORS AND OTHER OFFICERS

To the extent permitted by the Statutes, the Company may indemnify each Director, Secretary or other officer of the Company or of an associated company of the Company against each loss, cost and liability incurred by him in relation to or in connection with his duties, powers or office, including (if he is a director of a company which is a trustee of an occupational pension scheme) in connection with that company's activities as trustee of an occupational pension scheme. This article 160 does not authorise indemnification of a person appointed as an auditor of the Company (whether or not an officer).

161. INSURANCE FOR DIRECTORS AND OTHERS

161.1 Without prejudice to article 160 and to the extent permitted by the Statutes, the Board may purchase and maintain Insurance for the benefit of a Person who is or was at any time:
- (a) a director, officer or employee of the Company or a company (a "Specified Company") which is a subsidiary or in any way allied to or associated with the Company or a subsidiary of the Company;
- (b) a director, officer or employee of a predecessor of the business of the Company or a Specified Company;
- (c) a trustee of a pension fund in which an employee of the Company or a Specified Company is interested.
161.2 In article 161.1, "Insurance" includes, without limitation, insurance against any liability incurred by a person referred to in article 161.1 in respect of an act or omission in the actual or purported execution or discharge of his duties, or in the exercise or purported exercise of his powers, or otherwise in relation to his duties, powers or offices, in relation to the Company, a Specified Company or a pension fund referred to in article 161.1.

162. SECURITY FOR PERSONAL LIABILITY IN RELATION TO SUMS DUE BY THE COMPANY

If a Director or other person becomes personally liable for the payment of an amount primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or other person from incurring any loss in respect of that liability.

XII. MISCELLANEOUS

163. CONTINUATION VOTE

At the Company's first annual general meeting following the eighth anniversary of the first admission of the Company's shares to trading on a regulated market and, if passed, at every third annual general meeting of the Company thereafter, the Directors shall put to the Members an ordinary resolution to consider whether the Company should continue. If such a resolution is not passed, the Directors will formulate proposals to be put to Members within 6 months of such resolution not being passed for the winding-up, liquidation, reorganisation, reconstruction or unitisation of the Company.

164. REPORTING AND SUSPENSION OF NET ASSET VALUE

164.1 Subject to article 164.2, the Company will calculate the net asset value of the Ordinary Shares in accordance with the valuation policy adopted by the Board from time to time, for reporting to Members in accordance with the Company's policy relating to such disclosures from time to time.
164.2 The Directors may at any time, but shall not be obliged to, temporarily suspend the calculation of the net asset value and the net asset value per share of a class of shares (and the issuance of any shares in such class) during any time during:
- (a) any period when, as a result of political, economic, military, monetary events or any circumstances outside the control, responsibility and power of the Directors, disposal or valuation of a substantial portion of the Company's Investments is not

reasonably practicable without this being seriously detrimental to the interest of Members or if, in the opinion of the Directors, the net asset value and/or net asset value per share of the relevant class cannot be fairly calculated;

(b) any breakdown in the means of communication normally employed in determining the price of a substantial portion of the investments of the Company or when, for any other reason, the current prices of any of the Company's investments cannot be promptly or accurately ascertained;
(c) any period during which the transfer of funds involved in the realisation or acquisition of investments of the Company cannot, in the opinion of the Board, be effected at normal prices or rates of exchange; or
(d) any other period during which the Board considers that it is not reasonably practicable to determine the net asset value of any class of share on an accurate and timely basis

165. INVESTMENT TRUST

Conditional upon the admission of the Company's shares on a regulated market, it is the intention of the Directors to conduct the affairs of the Company so as to satisfy the conditions of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011.

166. TAX INFORMATION REPORTING RULES

166.1 Notwithstanding any other provision of these Articles but subject to the Statutes, the Board shall have full power and authority to:
- (a) take such steps as are necessary or desirable in the reasonable opinion of the Board in relation to the Company as regards compliance with Tax Information Reporting Rules, including, but not limited to, conducting diligence as to the nationality or tax residence of the Members (or any persons for whom they hold shares), withholding or deducting any tax required to be withheld or deducted from amounts allocable or paid to (or for the benefit of) Members, providing information about the Company's accounts and the Members to any applicable taxation authority, obtaining from Members waivers of any applicable bank secrecy, data privacy or similar laws, requiring Members to notify the Company if any information or representations provided cease to be accurate (including a change in status under any Tax Information Reporting Rules), and (subject to article 166.4(c)) requiring Members' shares to be forfeited in accordance with Articles 37 to 44; and
- (b) voluntarily enter into agreements on behalf of the Company with any applicable taxation authority to the extent it determines such an agreement is in the best interests of the Company or any Member or is necessary or desirable in connection with compliance with Tax Information Reporting Rules or any legislation made by any other jurisdiction in connection with any Tax Information Reporting Rules.
166.2 The Company shall be entitled to disclose to any governmental authorities (including taxation authorities) in connection with the Company such information about the Company, its assets, the identity of the Members (and any person for whom they hold shares) and their respective interests in the Company:
(a) as the Board reasonably believes any such authorities may require the Company, the Board, the AIFM, or any agent or adviser of the Company (each a "Fund Person") to disclose; or
(b) the disclosure of which is reasonably necessary in order for a Fund Person to comply with its obligations in respect of tax.
166.3 The Company shall be entitled to disclose to any taxation authority information, representations, certifications, waivers and forms provided to it by the Members pursuant to a request by or on behalf of the Company for such documentation to assist it in:
- (a) obtaining any exemption, reduction or refund of any withholding or other taxes imposed by any taxation authority or other governmental agency upon the Company or any entity in which the Company invests or amounts paid to, or distributable by, the Company or any entity in which the Company invests, including withholding taxes imposed pursuant to Tax Information Reporting Rules or any similar or successor legislation or any agreement entered into pursuant to any such legislation; or
- (b) complying with, or ensuring that the Fund Persons comply with, Tax Information Reporting Rules (including any voluntary agreement entered into with a taxation authority in connection with Tax Information Reporting Rules and any legislation made by any other jurisdiction in connection with Tax Information Reporting Rules).
166.4 The Board shall have full authority (without prejudice to any power and authority pursuant to articles 166, 166.2 and 166.3 above) to take any and all of the following actions if a Member fails to furnish such information, representations, certifications, waivers or forms to a Fund Person as are referred to in article 166.3 above:
- (a) to withhold or deduct any taxes required to be withheld or deducted pursuant to any applicable legislation, regulations, rules or agreements;
- (b) to report information about the Member's interest in the Company (as well as any other "recalcitrant accounts") to any taxation authority; and
- (c) where the Board (acting reasonably) determines that other actions would be insufficient to protect the Company or any entity in which the Company invests against the consequences of such failure, to require the Member's shares to be forfeited in accordance with Articles 37 to 44 as though such Member had failed to comply with a notice for the purposes of article 41.
166.5 If requested by the Company, the Members shall execute any and all documents, opinions, instruments and certificates as the Board reasonably requests in effecting its rights and entitlements under this article 166.

167. AIFMD

Subject to the provisions of these Articles and the Statutes, the Directors may at any time and from time to time prescribe, vary or revoke such rules in connection with AIFMD Rules ("AIF Rules") as they think fit providing for any matter which is required or desirable or convenient to be dealt with for the purposes of the AIFMD Rules including without limitation procedures for the valuation of the Company's assets, the calculation of the net asset value of the Company and the publication and disclosure to Members of such net asset value, in each case to the extent required by and in accordance with the

AIFMD Rules. The Company's valuation procedures are those procedures and rules on such matters as are set out in the most recent of the Company's prospectus and its Annual Accounts and Report from time to time.

AI Terminal

RIVERSTONE CREDIT OPPORTUNITIES INCOME PLC

5022_rns_2024-04-24_19e68968-da8e-4811-8be9-db4d570bf7c8.pdf

ARTICLES OF ASSOCIATION

RIVERSTONE CREDIT OPPORTUNITIES INCOME PLC

I. PRELIMINARY

1. APPLICATION

2. INTERPRETATION

II. LIABILITY OF MEMBERS

3. LIMITED LIABILITY OF MEMBERS

III. CAPITAL

A. CAPITAL AND CHANGE OF CAPITAL

4. RIGHTS ATTACHING TO SHARES

5. ORDINARY SHARES

6. E SHARES

7. MANAGEMENT SHARES

8. C SHARES

9. DEFERRED SHARES

10. INTENTIONALLY BLANK

10. REALISATION ELECTION

(d) Class rights

(c) Voting rights:

11. RIGHTS AS TO CAPITAL

12. FRACTIONAL ENTITLEMENTS ARISING ON CONSOLIDATION OR SUB-DIVISION

B. ALLOTMENTS

13. ALLOTMENT OF SHARES

14. RENUNCIATION OF ALLOTMENT PERMITTED

15. POWER TO PAY COMMISSION AND BROKERAGE

C. OTHER MATTERS RELATING TO SHARES AND SHARE RIGHTS

16. NO RIGHT TO VOTE WHEN SUMS OVERDUE ON SHARES

17. FAILURE TO DISCLOSE INTEREST IN SHARES

18. TRUSTS IN RELATION TO SHARES NOT TO BE RECOGNISED

19. VARIATION OF RIGHTS

20. RIGHTS NOT VARIED BY AN ISSUE OF FURTHER SHARES OF THE CLASS

D. EVIDENCE OF TITLE

21. UNCERTIFICATED SHARES

22. FORM OF SHARE CERTIFICATE AND METHOD OF SEALING

23. MAXIMUM NUMBER OF JOINT HOLDERS

24. RIGHT TO SHARE CERTIFICATES

25. SHARE CERTIFICATE SENT AT HOLDERS' RISK

26. REPLACEMENT CERTIFICATES

27. LIEN ON PARTLY-PAID SHARES

28. ENFORCEMENT OF LIEN BY A SALE OF SHARES

29. APPLICATION OF PROCEEDS

F. CALLS ON SHARES

30. BOARD MAY MAKE CALLS

31. WHEN A CALL IS DEEMED TO BE MADE

32. LIABILITIES OF JOINT HOLDERS

33. INTEREST ON UNPAID CALLS

34. SUMS DUE ON ALLOTMENT TREATED AS CALLS

35. BOARD'S POWER TO DIFFERENTIATE REGARDING CALLS

36. PAYMENT OF CALLS IN ADVANCE

G. FORFEITURE OF SHARES

37. SERVICE OF NOTICE REQUIRING PAYMENT OF UNPAID CALLS

38. FORM OF NOTICE

39. FORFEITURE

40. SERVICE OF NOTICE OF FORFEITURE AND REGISTRATION

41. SALE OF FORFEITED SHARES

42. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

43. EXTINCTION OF CERTAIN CLAIMS ON FORFEITURE

44. STATUTORY DECLARATION AS EVIDENCE OF FORFEITURE

H. TRANSFERS OF SHARES

45. TRANSFER OF CERTIFICATED SHARES

46. TRANSFER OF UNCERTIFICATED SHARES

47. NO REGISTRATION FEES PAYABLE

48. WHEN TRANSFEREE BECOMES HOLDER

49. BOARD'S POWER TO REFUSE TO REGISTER CERTAIN TRANSFERS OF CERTIFICATED SHARES

50. NOTICE OF REFUSAL TO REGISTER TRANSFER OF CERTIFICATED SHARES

51. COMPULSORY TRANSFER OF SHARES

I. TRANSMISSION OF SHARES

52. DEATH OF A MEMBER

53. REGISTRATION OR TRANSFER

54. RIGHTS OF THE COMPANY

55. RIGHTS OF PERSONS ENTITLED BY TRANSMISSION

J. UNTRACED SHAREHOLDERS

56. COMPANY'S POWER TO SELL SHARES

58. ACCIDENTAL OMISSION OR NON-RECEIPT OF NOTICE

59. CHANGE IN PLACE OR TIME OF MEETING

B. PROCEEDINGS AT GENERAL MEETINGS

60. ELECTRONIC GENERAL MEETINGS