SEVERFIELD PLC — AGM Information 2020

Apr 29, 2020

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

79. VALIDITY OF PROXIES

An appointment of a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting to which it relates. No appointment of a proxy shall be valld after the expiration of 12 months from the date of its deposit or receipt in accordance with Article 78.1 except at an adjourned meeting or on a poll demanded at a meeting or adjourned meeting in cases where the meeting was originally held within 12 months from that date.

80. AUTHORITY OF PROXIES TO CALL FOR A POLL

The appointment of a proxy to vote on a matter at a meeting of the Company shall be deemed to confer authority on the proxy to demand or join in demanding a poll on that matter.

81. CANCELLATION OF PROXY'S AUTHORITY

A vote given or poll demanded in accordance with the terms of an appointment of a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or determination of the authority of the person voting or demanding a poll, provided that no intirnation in writing of such death, insanity, revocation or determination shall have been received by the Company at the Office or such other place (if any) as is specified for depositing the appointment of proxy or, where the appointment of the proxy was in electronic form, at the address at which such appointment was duly received, in each case in accordance with Article 78.1, before the time for holding the meeting or adjourned meeting or the time appointed for taking a poll subsequently thereto at which such vote is given.

82. CORPORATE REPRESENTATIVES

Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives at any meeting of the Company or of any class of Members of the Company.

83. Powers of corporate Representatives

Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat. Where the corporation authorises more than one person, the provisions of section 323(3) and (4) of the 2006 Act apply.

DIRECTORS

84. NUMBER OF DIRECTORS

Unless and until otherwise determined by the Company in general meeting, the number of Directors shall not be less than two nor more than twelve. The Company may by ordinary resolution from time to time vary the minimum number and/or maximum number of Directors.

APPOINTMENT OF PROXIES 77.

A proxy need not be a Member of the Company. A Member may appoint more than one proxy to attend and to speak and to vote on the same occasion, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the Member. The appointment of a proxy shall not preciude a Member from attending and voting in person at the meeting or any adjournment thereof.

DELIVERY OF PROXIES 78.

• The appointment of a proxy shall: 78.1
  • (a) (in the case of an appointment not sent in electronic form) be deposited at the Office or at such other place or one of such places (if any) within the United Kingdom as is or are specified for that purpose in or by way of note to the notice convening the meeting or any document accompanying such notice; or
  • (b) (in the case of an appointment sent in electronic form) where an address has been specified for the purpose by the Company (generally or specifically), be received at such address,

not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote or, in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll at which it is to be used, and in default the appointment of a proxy shall not be treated as valid. Failing previous registration with the Company, the power of attorney or other authority, if any, under which the appointment of a proxy is executed, or a notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of that power or authority, or a copy in some other way approved by the Directors, shall (whether (a) or (b) above shall apply) also be deposited or received at the Office or at such other place specified in accordance with (a) above, or (if the Directors so agree) at the address or by the means provided in accordance with (b) above, not later than the time by which the appointment of a proxy is required to be deposited or (as the case may be) received in accordance with this Article. When calculating any periods mentioned in this Article, the Directors may specify that no account shall be taken of any part of a day that is not a working day.

Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the Directors may from time to time permit appointments of a proxy to be made by an Uncertificated Proxy Instruction, (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, which is sent by means of the relevant system concerned and received by such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system concerned)); and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. Notwithstanding any other provision of these Articles, the Directors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and/or other instruction or notification) is to be treated as received by the Company or such participant. The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send It on behalf of that holder.

78.2 If two or more valid but differing appointments of a proxy are delivered or (in the case of appointments in electronic form) received in accordance with Article 78.1 in respect of the same share for use at the same meeting, the one which is last delivered or, as the case

• (b) a transfer of shares is a permitted transfer if but only if:
  • (i) for the Company (as defined in section 974 of the 2006 Act); or
  • (ii) the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a third party unconnected with the transferring Member or with any other person appearing to the Directors to be interested in such shares (and for the purposes of this Article 73.6(b)(ii) any associate (as that term is defined in section 435 of the Insolvency Act 1986) of the Member or of any other person appearing to the Directors to be interested in any of the restricted shares shall be deemed to be connected with the transferring Member); or
  • (iii) the transfer results from a sale made on or through a recognised investment exchange as defined in the Financial Services and Markets Act 2000 or on or through any stock exchange outside the United Kingdom on which the Company's shares of the same class as the restricted shares are normally dealt in.
• 73.7 The provisions of this Article 73 are in addition and without prejudice to the provisions of the Statutes.

OBJECTIONS TO AND ERRORS IN VOTING 74.

No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, a vote except at the meeting or adjourned meeting at which the vote objected to is given or tendered (or at which the error occurs), and every vote not disallowed at such meeting shall for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. Whether a proxy or corporate representative has voted in accordance with any instructions given by the Member who has appointed such proxy or corporate representative need not be verified by the Company or any other person and any vote (whether on a show of hands or a poll) given by such proxy or corporate representative will be valid for all purposes notwithstanding any fallure to follow such instructions.

VOTING ON A POLL 75.

On a poll votes may be given personally or by proxy and a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

EXECUTION OF PROXIES 76.

The appointment of a proxy shall be in any usual or common form, or in any other form which the Directors may approve and shall be:

• (a)
• (b) if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorised; or
• (c) if permitted by the Directors, in electronic form in the manner and form and subject to such terms and conditions as the Directors may decide.

The signature, if any, on such appointment need not be witnessed.

entitled to be present or to vote on any question, either in person or by proxy, at any general meeting of the Company or separate general meeting of the holders of any class of shares of the Company, or to be reckoned in a quorum.

• 73.3 Where the restricted shares represent at least 0.25 per cent. (in nominal value) of the issued shares of the same class as the restricted shares (excluding any shares of that class held as treasury shares), then the restriction notice may also direct that:
  • (a) any dividend or any part thereof or other monies which would otherwise be payable on or in respect of the restricted shares shall be withheld by the Company; shall not bear interest against the Company; and shall be payable (when the restriction notice ceases to have effect) to the person who would but for the restriction notice have been entitled to them; and/or
  • (b) where an offer of the right to elect to receive shares of the Company instead of cash in respect of any dividend or part thereof is or has been made by the Company, any election made thereunder by such Member in respect of such restricted shares shall not be effective; and/or
  • no transfer of any of the shares held by such Member shall be recognised or (c) registered by the Directors unless the transfer is a permitted transfer; or:
    • (i) the Member is not himself in default as regards supplying the information required; and
    • (ii) the transfer is of part only of the Member's holding and, when presented for registration, is accompanied by a certificate by the Member in a form satisfactory to the Directors to the effect that after due and careful enquiry the Member is satisfied that none of the shares the subject of the transfer are restricted shares.

Upon the giving of a restriction notice its terms shall apply accordingly.

• 73.4 The Company shall send a copy of the restriction notice to each other person appearing to be interested in the shares the subject of such notice, but the fallure or omission by the Company to do so shall not invalidate such notice.
• 73.5 Any restriction notice shall have effect in accordance with its terms until not more than seven days after the Directors are satisfied that the default in respect of which the restriction notice was issued no longer continues but shall cease to have effect in relation to any shares which are transferred by such Member by means of a permitted transfer or in accordance with Article 73.3(c) above on receipt by the Company of notice that a transfer as aforesaid has been made. The Company may (at the absolute discretion of the Directors) at any time give notice to the Member cancelling, or suspending for a stated period the operation of, a restriction notice in whole or in part.
• 73.6 For the purposes of this Article 73:
  • (a) a person shall be treated as appearing to be interested in any shares if the Member holding such shares has given to the Company a notification whether following service of a notice under the said section 793 or otherwise which either:
    • (i) names such person as being so interested; or
    • (ii) (after taking into account the said notification and any other relevant information in the possession of the Company) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and

(1) on a show of hands every proxy present who has been duly appointed by one or more Members shall have one vote;

This is subject to (ii) below:

• (ii) on a show of hands, a proxy has one vote for and one vote against the resolution if:
  • (A) the proxy has been duly appointed by more than one Member entitled to vote on the resolution; and
  • (B) the proxy has been instructed by, or exercises a discretion given by, one or more of those Members to vote for the resolution and has been instructed by, or exercises a discretion given by, one or more other of those Members to vote against it; and
• (c) on a poll every Member present in person or by proxy shall have one vote for each share held by him.
• 71.2 In the case of joint holders of a share, the vote of the senior holder who votes, whether in person or by proxy, shall be accepted to the exclusion of the other foint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the share.

72. VOTING ON BEHALF OF INCAPABLE MEMBER

A Member in respect of whom an order has been made by any court or official having jurisdiction (in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised on his behalf by that court or official, and such receiver, curator bonis or other person may vote by proxy provided that evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote has been delivered at the Office (or at such other place as may be specified in accordance with these Articles for the delivery of appointments of proxy) not later than the last time at which an appointment of a proxy should have been delivered in order to be valid for use at that meeting or on the holding of that poll.

SUSPENSION OF RIGHTS FOR NON-PAYMENT OF CALLS AND NON-DISCLOSURE 73. OF INTERESTS

• 73.1 No Member shall, unless the Directors otherwise determine, be entitled, in respect of any share in the capital of the Company held by him, to be present or to vote on any question, elther in person or by proxy, at any general meeting, or separate general meeting of the holders of any class of shares of the Company, or to be reckoned in a quorum, if any call or other sum presently payable by him to the Company in respect of such share remains unpaid.
• 73.2 If any Member, or any other person appearing to the Directors to be interested in any shares in the capital of the Company held by such Member, has been duly served with a notice under section 793 of the 2006 Act and is in default for the period of 14 days from the date of service of the notice under the said section 793 in supplying to the Company the information thereby required, then the Company may (at the absolute discretion of the Directors) at any time thereafter by notice (a "restriction notice") to such Member direct that, in respect of the shares in relation to which the default occurred and any other shares held at the date of the restriction notice by the Member, or such of them as the Directors may determine to time (the "restricted shares" which expression shall include any further shares which are issued in respect of any restricted shares), the Member shall not, nor shall any transferee to which any of such shares are transferred other than pursuant to a permitted transfer or pursuant to Article 73.3(c) below, be

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METHOD OF VOTING AND DEMAND FOR A POLL ୧୯.

• 69.1 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
  • by the chairman of the meeting; or (a)
  • (b) by at least five Members present in person or by proxy and having the right to vote on the resolution; or
  • (c) by any Members present in person or by proxy 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 in the Company held as treasury shares); or
  • (d) by a Member or Members present in person or by proxy holding shares in the Company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right (excluding any shares in the Company conferring a right to vote on the resolution which are held as treasury shares).
• 69.2 Unless a poll is so demanded (and the demand is not subsequently withdrawn), a declaration by the chairman of the meeting that a resolution has on a show of hands been passed or passed unanimously, or with a particular majority, or lost, or an entry to that effect in the minutes of the meeting of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
• 69.3 Except as provided in Article 70, if a poll is duly demanded it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the chairman of the meeting directs and he may appoint scrutineers and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

70 ttming and procedure for a poll

A poll demanded on the election of a chairman of the meeting or on the question of an adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 clear days after the date of the meeting or adjourned meeting at which the poll is demanded) and place as the chairman of the meeting may direct. No notice need be given of a poll not taken immediately. Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. The demand for a poll may be withdrawn with the consent of the chairman of the meeting at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made.

VOTES OF MEMBERG

VOTES OF MEMBERS AND OF JOINT HOLDERS 71.

• 71.1 Subject to any rights or restrictions for the time being attached to any classes of shares and to any other provisions of these Articles or the Statutes:
  • (a) on a show of hands every Member present in person shall have one vote;
  • (b)

matters of procedure or matters arising incidentally from the business of the meeting shall be final, as shall be his determination as to whether any matter is of such a nature.

65. chairman of general meetings and casting vote

• 65.1 The chairman, if any, of the board of Directors shall preside as chairman of every general meeting of the Company. If there is no such chairman, or if at any general meeting he shall not be present within ten minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Directors present shall select one of their number to be chairman of the meeting; or if no Director is present and willing to take the chair the Members present and entitled to vote shall choose one of their number to be chairman of the meeting.
• 65.2 In the case of an equality of votes, whether on a show of hands or a poll, the chairman of the meeting shall not be entitled to a second or casting vote.

66. ADJOURNMENTS

• 66.1 The chairman of the meeting may, at any time without the consent of the meeting, adjourn any meeting (whether or not it has commenced or has already been adjourned or a quorum is present) to the same day in the next week (or if that day is a public hollday, then to the next business day following such public holiday) either sine die or to another time or place where it appears to him that (i) the Members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting, (ii) the conduct of any persons prevents or is likely to prevent the orderly continuation of business or (ii) an adjournment Is otherwise necessary so that the business of the meeting may be properly conducted.
• 66.2 The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place; but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, not less than seven clear days' notice of the adjourned meeting shall be given specifying the day, the place and the time of the meeting as in the case of an original meeting, but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesald it shall not be necessary to give any notice of an adjournment.

DIRECTORS' RIGHT TO ATTEND AND SPEAK 67

Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares In the Company. The chairman of the meeting may invite any person to attend and speak at any general meeting of the Company whom the chairman of the meeting considers to be equipped by knowledge or experience of the Company's business to assist in the deliberations of the meeting.

68. AMENDMENTS TO RESOLUTIONS

If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, any error in such ruling shall not invalidate the proceedings on the substantive resolution. In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may in any event be considered or voted upon.

appointment of a chairman of the meeting in accordance with the provisions of these Articles shall not be treated as part of the business of the meeting.

63.2 If within five minutes (or such longer time as the chairman of the meeting may decide) from the time appointed for the meeting a quorum is not present, the meeting, if convened by or upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to such day, time and place as the chairman of the meeting shall appoint. The provisions of section 307A will also apply, unless the meeting is of holders of a class of shares. If at such adjourned meeting a quorum is not present within five minutes from the time appointed therefor, the Members present in person or by proxy and entitled to vote shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place.

ARRANGEMENTS FOR SIMULTANEOUS ATTENDANCE, SECURITY AND ORDERLY 64. CONDUCT

• 64.1 In the case of any general meeting, the Directors may, notwithstanding the specification in the notice convening the general meeting of the place at which the chairman of the meeting shall preside (the "Principal Place"), make arrangements for simultaneous attendance and participation at other places by Members and others entitled to attend the general meeting but excluded from the Principal Place under the provisions of this Article 64.
• 64.2 Such arrangements for simultaneous attendance at the general meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any Members and proxies excluded from attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these Articles any such general meeting shall be treated as being held and taking place at the Principal Place.
• 64.3 The Directors may, for the purpose of facilitating the organisation and administration of any general meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all Members and proxies and others entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place. The entitlement of any Member or proxy or other person entitled to attend a general meeting at the Principal Place shall be subject to such arrangements as may for the time being be in force whether stated in the notice of the general meeting to apply to that Meeting or notified to the Members concerned subsequent to the provision of the notice of the general meeting.
• 64.4 The Directors or the chairman of the meeting or any person authorised by the Directors may direct that Members, proxies or corporate representatives wishing to attend any general meeting or anyone else permitted by the chairman of the meeting to attend should submit to such searches or other security arrangements or restrictions (including, without limitation, restrictions on items of personal property which may be taken into the meeting) as the Directors or the chairman of the meeting or such person authorised by the Directors shall consider appropriate in the circumstances. Such persons shall be entitled in their absolute discretion to refuse entry to, or to eject from, such general meeting any such person who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions.
• 64.5 The Directors or the chairman of the meeting or any person authorised by the Directors may, at any meeting, take such action as is thought fit to secure the safety of the people attending the meeting and to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting and the chairman of the meeting's decision on

extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL. MEETINGS

60. LENGTH AND FORM OF NOTICE

An annual general meeting shall be called by not less than 21 clear days' notice, and a meeting of the Company other than an annual general meeting shall be called by not less than 14 clear days' notice. The provisions of section 307A must be complied with If the meeting is to be called by less than 21 clear days notice, unless the meeting is of holders of a class of shares. The notice shall state the place, the date and the time of meeting and the general nature of that business. It shall be given, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Statutes or by the Company in general meeting, to such persons as are entitled to receive such notices from the Company and shall comply with the provisions of the Statutes as to Informing Members of their right to appoint proxies. If on three consecutive occasions any notice, document or other Information have been sent or supplied (whether through the post or in electronic form) to any Member at his registered address for the service of notices but have been returned undelivered (in the case of an item sent or supplied in electronic form, it will be treated as undelivered if the Company receives notification that it was not delivered to the address to which it was sent), such Member shall not thereafter be entitled to receive notices, documents or Information from the Company until he shall have communicated with the Company and supplied in writing to the Office a new registered address or address within the United Kingdom for the service of notices, documents and information. A notice calling an annual general meeting shall state that the meeting is an annual general meeting and a notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as such and shall include the text of the resolution.

OMISSION OR NON-RECEIPT OF NOTICE OF RESOLUTION OR MEETING OR હ્યું. PROXY

The accidental failure to give notice of a meeting, or of a resolution intended to be moved at a meeting, or to issue an invitation to appoint a proxy with a notice where required by these Articles, to any one or more persons entitled to receive notice, or the non-receipt of notice of a meeting or of such a resolution or of an invitation to appoint a proxy by any such persons, shall be disregarded for the purpose of determining whether notice of the meeting or of any resolution to be moved at the meeting is duly given.

POSTPONEMENT OF GENERAL MEETINGS 62.

If the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, they may postpone the general meeting to another date, time and/or place. When a meeting is so postponed, notice of the date, time and place of the postponed meeting shall be placed in at least two national newspapers in the United Kingdom. Notice of the business to be transacted at such postponed meeting shall not be required.

PROCEEDINGS AT GENERAL MEETINGS

Quorum and procedure if quorum not present 63.

63.1 No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business; save as herein otherwise provided, two Members present in person or by proxy and entitled to vote shall be a quorum. The

• (a) In the sub-division, consolidation or division, the proportion between the amount paid and the amount, if any, unpaid on each resulting share shall be the same as it was in the case of the share from which that share is derived; and
• (b) the ordinary resolution whereby any share is sub-divided may determine that as between the resulting shares one or more of such shares may be given any preference or advantage or be subject to any restriction as regards dividend, capital, voting or otherwise over the others or any other of such shares.

55. FRACTIONS OF SHARES

Subject to any direction by the Company in general meeting, whenever as the result of any consolidation or division of shares Members of the Company are entitled to any issued shares of the Company in fractions, the Directors may deal with such fractions as they shall determine and in particular may sell the shares to which Members are so entitled in fractions to any person (including, subject to the provisions of the Statutes, the Company) and pay and distribute to and amongst the Members entitled to such shares in due proportions the net proceeds of the sales thereof save for individual entitlements (net of expenses) not exceeding £3 which may be retained for the benefit of the Company. For the purpose of giving effect to any such sale the Directors may, in respect of certificated shares, nominate some person to execute a transfer of the shares sold on behalf of the Members so entitled to, or, in respect of uncertificated shares, nominate any person to transfer such shares in accordance with the facilities and requirements of the relevant system concerned or make such other arrangements as are compatible with the relevant system concerned or, in either case, in accordance with the directions of the buyer thereof and may cause the name of the transferee(s) to be entered in the Register as the holder(s) of the shares comprised in any such transfer, and such transferee(s) shall not be bound to see to the application of the purchase money nor shall such transferee's(s') title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. For the purposes of this Article, any shares representing fractional entitlements to which any Member would, but for this Article, become entitled may be issued in certificated form or uncertificated form.

ಕ್ಕೆ

ಬೆಳೆಗ REDUCTION OF SHARE CAPITAL

Subject to the provisions of the Statutes, the Company may by special resolution reduce its share capital, any capital redemption reserve, any share premium account and any redenomination reserve in any way.

GENERAL MEETINGS

57. Annual GENERAL MEETING

The Company shall in accordance with the Statutes, hold a general meeting as its annual general meeting. The annual general meeting shall be held at such time and place as the Directors shall appoint.

58. EXTRAORDINARY GENERAL MEETINGS

All general meetings other than annual general meetings shall be called extraordinary general meetings.

59. convening of extraordinary general Meetings

The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by the Statutes. If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum the Directors in the United Kingdom capable of acting may convene an

defined in the Financial Services Authority Listing Rules) of its intention to sell such shares.

50. POWER TO SELL FURTHER SHARES

If, during any 12 year period or three month period referred to in Articles 49,1 and 49,3 of the preceding Article, further shares have been issued in respect of those held at the beginning of such 12 year period or of any subsequently issued during such periods and all the other requirements of such Article have been satisfied in respect of the further shares, the Company may also sell such further shares.

51. AUTHORITY TO EFFECT SALE

To give effect to any sale pursuant to the previous two Articles, the Directors may authorise any person to execute as transferor an instrument of transfer of the said share and such instrument of transfer shall be as effective as if it had been executed by the registered holder of, or person entitled by transmission to, such share. The transferee shall not be bound to see to the application of the purchase monies and the title of the transferee shall not be affected by any irregularity or invalidity In the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Member or other person in the books of the Company as a creditor for such amount.

NO TRUST 52.

No trust shall be created in respect of the debt, no Interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company (if any)) as the Directors may from time to time think fit.

53. AUTHORITY TO CEASE SENDING CHEQUES

If either (i) on two consecutive occasions cheques, warrants or orders in payment of dividends or other monies payable in respect of any share have been sent through the post or otherwise in accordance with the provisions of these Articles but have been returned undelivered or left uncashed during the periods for which the same are valid or any transfer by bank or other funds transfer system has not been satisfied; or (ii) following one such occasion reasonable enquirles have failed to establish any new postal address of the registered holder; the Company need not thereafter despatch further cheques, warrants or orders and need not thereafter transfer any sum (as the case may be) in payment of dividends or other monies payable in respect of the share in question until the Member or other person entitled thereto shall have communicated with the Company and supplied in writing to the Office an address for the purpose.

ALTERATION OF CAPITAL

54. CONSOLIDATION AND SUB-DIVISION

The Company may subject to the passing of a resolution authorising it to do so in accordance with the 2006 Act:

• consolidate and divide all or any of its share capital into shares of a larger nominal 54.1 amount than its existing shares;
• 54.2 sub-divide its shares or any of them into shares of smaller nominal amount, provided that:

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either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the Member registered as the holder of any such share before his death or bankruptcy or other event, as the case may be.

RESTRICTIONS ON ELECTION 47.

If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member or other event had not occurred and the notice or transfer signed by the Member registered as the holder of any such share.

48. RIGHTS OF PERSONS ENTITLED BY TRANSMISSION

A person becoming entitled to a share by reason of the death or bankruptcy of the holder or otherwise by operation of law shall, upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company (including meetings of the holders of any class of shares in the Company), provided always that the Directors may at any time give notice requiring any such person to elect elther to be registered himself or to transfer the share, and, if the notice is not complied with within 60 days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

UNTRACED SHAREHOLDERS

49. POWER TO SELL SHARES

The Company shall be entitled to sell, at the best price reasonably obtainable at the time of sale, any share of a Member or any share to which a person is entitled by transmission if and provided that:

• 49.1 authorised by these Articles in respect of the share in question has been cashed and no communication has been received by the Company from the Member or the person entitled by transmission; provided that, in such period of 12 years, at least three dividends whether interim or final on or in respect of the share in question have become payable and no such dividend during that period has been claimed; and
• 49.2 the Company has, on or after expiration of the said period of 12 years, by advertisement In both a national newspaper and a newspaper circulating in the area in which the last known address of the Member or the address at which service of notices may be effected In the manner authorised in accordance with the provisions of these Articles is located, given notice of its intention to sell such share (but so that such advertisements need not refer to the names of the holder(s) of the share or identify the share in question); and
• 49.3 the Company has not, during the further period of three months after the publication of such advertisements and prior to the exercise of the power of sale, received any communication from the Member or person entitled by transmission; and
• 49.4 If the shares are admitted to the Official List of the Financial Services Authority or admitted to AIM, the Company has given notice to a Regulatory Information Service (as

18:59\01 June 2010\LONDON\RBG\11106271.04

12

registration was made, at any time after the expiration of six years from the date of registration thereof;

• 44.2 any dividend mandate or any variation or cancellation thereof or any notification of change of address (which shall include, in relation to communications in electronic form, any number or address used for the purposes of such communications), at any time after the expiration of two years from the date of recording thereof;
• 44.3 any share certificate which has been cancelled, at any time after the expiration of one year from the date of such cancellation, and
• 44.4 any proxy form, after one year from the date it was used if it was used for a poll, or after one month from the end of the meeting to which it relates if it was not used for a poll;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made, that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, that every share certificate so destroyed was a valid certificate duly and properly cancelled and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:

• (a) the provisions aforesaid shall apply only to the destruction of a document in good falth and without express notice to the Company that the preservation of such document was relevant to any claim (regardless of the parties thereto);
• (b) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesald or in any case where the conditions of proviso (a) above are not fulfilled:
• (c) references in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system concerned relating to the transfer of such shares;
• (d) references in this Article to the destruction of any document include references to its disposal in any manner; and
• (e) in relation to uncertificated shares, the provisions of this Article shall apply only to the extent the same are consistent with the Regulations.

TRANSMISSION OF SHARES

র্যা দুই TRANSMISSION ON DEATH

In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased Member from any liablity in respect of any share which had been solely or jointly held by him.

46. PERSON ENTITLED BY TRANSMISSION

Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member or otherwise by operation of law may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect elther to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in share until the name of the transferee is entered in the Register in respect thereof. In the case of a share which is not fully paid, the instrument of transfer must also be signed by or on behalf of the transferee).

RIGHT TO DECLINE REGISTRATION 39.

Subject to Article 73, the Directors may, in their absolute discretion and without assigning any reason therefor, refuse to register any transfer of any share which is not a fully-paid share (whether certificated or uncertificated) provided that, where any such shares are admitted to the Official List of the Financial Services Authority or admitted to AIM such discretion may not be exercised in a way which the Financial Services Authority or the London Stock Exchange regards as preventing dealings in the shares of the relevant class or classes from taking place on an open and proper basis. The Directors may likewise refuse to register any transfer of a share (whether certificated or uncertificated), whether fully-paid or not, in favour of more than four persons jointly.

40. FURTHER RIGHTS TO DECLINE REGISTRATION

In relation to a certificated share, the Directors may decline to recognise any Instrument of transfer unless:

• 40.1 the instrument of transfer is left at the Office, or at such other place as the Directors may from time to time determine, accompanied by the certificate(s) of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and
• the instrument of transfer is in respect of only one class of share. 40.2

NOTICE OF REFUSAL TO REGISTER 41.

If the Directors refuse to register a transfer they shall, in the case of certificated shares, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal and (except in the case of fraud) return to him the instrument of transfer or, in the case of uncertificated shares, notify such person as may be required by the Regulations and the requirements of the relevant system concerned.

RETENTION OF INSTRUMENTS OF TRANSFER 42.

All instruments of transfer which are registered may be retained by the Company.

43. NO FEE FOR REGISTRATION

No fee shall be charged by the Company on the registration of any instrument of transfer, probate, letters of administration, certificate of death or marriage, power of attorney, renunciation of a renounceable letter of allotment, stop notice or other document or Instruction relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.

44. DESTRUCTION OF DOCUMENTS

The Company shall be entitled to destroy:

44.1 any instrument of transfer (which phrase, together with references to documents, shall for the purposes of this Article 44 include electronically generated or stored communications in relation to the transfer of uncertificated shares and any electronic or tangible copies of the same) or other document which has been registered, or on the basis of which

registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or disposal of the share.

33. Notice After Forfeiture

When any share has been forfeited notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share, or any person entitled to the share by transmission, and an entry of the forfeiture or surrender, with the date thereof, shall forthwith be made in the Register, but no forfeiture or surrender shall be invalidated by any failure to give such notice or make such entry as aforesaid.

34. LIEN ON PARTLY-PAID SHARES

The Company shall have a first and paramount lien on every share (not being a fully-paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of such share; but the Directors may at any time waive any lien which has arisen and may declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien, if any, on a share shall extend to all amounts payable in respect of it.

35. ENFORCEMENT OF LIEN BY SALE

The Company may sell, in such manner as the Directors think fit, any share on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after a notice in writing (1) stating, and demanding payment of, the sum presently payable, and (i) giving notice of Intention to sell in default of such payment, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy or otherwise by operation of law.

36 APPLICATION OF SALE PROCEEDS

The net proceeds of such sale, after payment of the costs thereof, shall be applied in or towards satisfaction of such part of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of sale. For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the buyer.

TRANSFER OF SHARES

37. TRANSFERS OF UNCERTIFICATED SHARES

All transfers of uncertificated shares shall be made in accordance with and be subject to the provisions of the Regulations and the facilities and requirements of the relevant system and, subject thereto, in accordance with any arrangements made by the Directors pursuant to Article 11.1.

38. Form of Transfer

• 38.1 All transfers of certificated shares shall be effected by instrument in writing in any usual or common form or any other form which the Directors may approve.
• 38.2 The instrument of transfer of any certificated share in the Company shall be signed by or on behalf of the transferor. In relation to the transfer of any share (whether a certificated or an uncertificated share) the transferor shall be deemed to remain the holder of the

Forfeiture For Non-Compliance 28.

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time after the day specified in such notice, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall extend to all dividends declared and other monles payable in respect of the shares so forfelted and not actually pald before such forfeiture. Forfeiture shall be deemed to occur at the time of the passing of the said resolution of the Directors. The Directors may accept a surrender of any share liable to be forfeited hereunder upon such terms and conditions as they think fit.

DISPOSAL OF FORFEITED SHARES 29.

A share so forfeited or surrendered shall be deemed to be the property of the Company, and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person in such manner, either subject to or discharged from all calls made or instalments due prior to the forfeiture or surrender, as the Directors think fit: Provided that the Company shall not exercise any voting rights in respect of such share and any such share not disposed of in accordance with the foregoing within a period of three years from the date of its forfeiture or surrender shall thereupon be cancelled in accordance with the provisions of the Statutes. For the purpose of giving effect to any such sale or other disposition the Directors may authorise some person to transfer the share so sold or otherwise disposed of to, or in accordance with the directions of, the buyer thereof or other person becoming entitled thereto.

Annulment of Forfeiture 30.

The Directors may, at any time before any share so forfeited or surrendered shall have been cancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture or surrender upon such terms as they think fit.

CONTINUING LIABILITY 31.

Any person whose shares have been forfeited or surrendered shall cease to be a Member in respect of those shares and shall surrender to the Company for cancellation the certificate for the forfeited or surrendered shares, but shall, notwithstanding such forfeiture or surrender, remain liable to pay to the Company all monies which, at the date of the forfelture or surrender, were payable by him to the Company in respect of the shares, together with interest thereon at such rate, not exceeding 15 per cent, per annum, as the Directors may determine from the time of forfeiture or surrender until the time of payment, but his liability shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares, together with interest as aforesaid. The Directors may, if they shall think fit, waive the payment of such interest on any part thereof. The Company may enforce payment of such monies without being under any obligation to make any allowance for the shares forfetted or surrendered or for any consideration received on their disposal.

STATUTORY DECLARATION ನ್ನು

A statutory declaration in writing that the declarant is a Director or the Secretary of the Company, and that a share has been duly forfeited or sold to satisfy a lien of the Company on a date stated in the declaration, shall be conclusive evidence of the facts stated therein against all persons claiming to be entitled to the share. Such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof, together with, in the case of certificated shares, the share certificate delivered to a buyer or allottee thereof, shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be

21. LIABILITY OF JOINT HOLDERS

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

22. POWER TO DIFFERENTIATE BETWEEN HOLDERS

The Directors may, on the issue of shares, differentiate between the holders of such shares as regards the amounts of calls to be paid and the times of payment of such calls.

23. DEEMED CALLS

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfelture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

INTEREST DUE ON NON-PAYMENT OF CALLS 24.

If a sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the person from whom it is due shall pay interest on the sum at such rate, not exceeding 15 per cent. per annum, as the Directors may determine from the day appointed for the payment thereof until the actual payment thereof, and all expenses that may have been incurred by the Company by reason of such non-payment; but the Directors may, if they shall think fit, waive the payment of such interest and expenses or any part thereof.

ក្រ PAYMENT OF CALLS IN ADVANCE

The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the monies, whether on account of the nominal value of the shares or by way of premlum, uncalled and unpaid upon any shares held by him; and upon all or any of the monies so paid in advance the Directors may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) 10 per cent. per annum, as may be agreed upon between the Directors and the Member paying such monies in advance.

Forfeiture and Lien

26. NOTICE IF CALL OR INSTALMENT NOT PAID

If any Member fails to pay any call or instalment in full on or before the day appointed for payment thereof, the Directors may, at any time thereafter, serve a notice on him requiring him to pay so much of the call or instalment as is unpaid, together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment.

FORM OF NOTTCE 27.

The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which, and the place where, such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call or instalment is payable will be liable to be forfeited.

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VARIATION OF RIGHTS

VARIATTON OF CLASS RIGHTS 16.

If at any time the share capital is divided into different classes of shares, the rights attached to any class or any of such rights may, subject to the provisions of the Statutes, whether or not the Company is being wound up, be abrogated or varied with the consent in writing of the holders of at least three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares), or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

SEPARATE GENERAL MEETINGS 17.

To every such separate general meeting the provisions of chapter 3 of part 13 of the 2006 Act (save as stated in sections 334(2) to (3)) and the provisions of these Articles relating to general meetings shall, mutandis, so far as applicable apply, subject to the following provisions, namely:

• 17.1 the necessary quorum at any such meeting, other than an adjourned meeting, shall be two persons present holding at least one-third in nominal value of the issued shares of the class In question (excluding any shares of that class held as treasury shares) and at an adjourned meeting one person present holding shares of the class in question; and
• any holder of shares of the class in question present in person or by proxy may demand a 17.2 poll.

For the purposes of Article 17.1 above, where a person by proxy or proxies, he is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights.

ISSUES OF FURTHER SHARES 18.

The rights attached to any class of shares shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by the terms upon which such shares are for the time being held, be deemed not to be abrogated or varied by the creation or issue of further shares ranking pari passu therewith.

CALLS ON SHARES

19. CALLS

The Directors may, subject to the terms of allotment thereof, from time to time make such calls upon the Members as they think fit in respect of any monles unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and each Member shall (subject to the Company serving on him at least 14 days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A person upon whom a call is made shall remain liable for all calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

TIMING AND PAYMENT OF CALLS 20.

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments.

• 11.4 both certificated shares and which the choses by Virtue Uny of that class comprising Articles or the Regulations which applies only in respect of certificated or uncertificated or uncertificated shares.
• 11.5 The Company shall be entitled, in accordance with regulation 32(2)(c) of the Regulations, to require the conversion of an uncertificated share into certificated form to enable it to deal with that share in accordance with any provision in these Articles, including in particular, Articles 49 to 51, 55 and 73.
• 11.6 The provisions of Articles 12 to 15 inclusive shall not apply to uncertificated shares.

SHARE CERTIFICATES AND RIGHT TO SHARE CERTIFICATES 12.

• 12.1 Every share certificate shall specify the number and class and the distinguishing number (if any) of the shares to which it relates and the amount paid up thereon. No certificate shall be issued relating to shares of more than one class.
• 12.2 Subject to Article 11, every person (other than a recognised clearing house (within the meaning of the Financial Services and Markets Act 2000) or a nominee of a recognised clearing house or of a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000) In respect of whom the Company is not by law required to complete and have ready for delivery a certificate) upon becoming the holder of a certificated share and whose name is entered as a Member on the Register shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all the certificated shares registered in his name or, in the case of shares of more than one class being registered in his name, a separate certificate for each class of certificated share so registered, and where a Member (except such a clearing house or nominee) transfers part of the shares of any class registered in his name he shall be entitled without payment to one certificate for the balance of certificated shares of that class retained by him. If a Member shall require additional certificates of that each additional certificate such require additional cerantates ne shart pay in the

SHARE CERTIFICATE OF JOINT HOLDERS 13.

In respect of certificated shares of one class held jointly by more than one person the Company shall not be bound to Issue more than one certificate, and delivery of a certificate for such shares to one of the joint holders of such shares shall be sufficient delivery to all such holders.

REPLACEMENT OF SHARE CERTIFICATES 14.

If any certificate be defaced then upon delivery thereof to the Directors they may order the same to be cancelled and may issue a new certificate in lieu thereof; and if any certificate be worn out, lost or destroyed, then upon proof thereof to the satisfaction of the Directors and on such inderinity with or without security as the Directors deem adequate being given, a new certificate in lieu thereof shall be given to the party entitled to such worn out, lost or destroyed certificate.

15. PAYMENT FOR SHARE CERTIFICATES

Every certificate issued under the last preceding Article shall be issued without payment, but there shall be paid to the Company such exceptional out-of-pocket expenses of the Company in connection with the request (Including, without limiting the generality of the generality of the generality of the foregoing, the investigation of such request and the preparation and execution of the such indemnity or security) as the Directors think fit.

5

PAYMENT OF COMMISSION AND BROKERAGE 8.

In addition to all other powers of paying commissions, the Company may exercise any powers conferred by the Statutes of applying its shares or capital monies in paying commissions to persons subscribing or procuring subscriptions for shares of the Company commissions to paraons other absolutely or conditionally: Provided that the rate per cent or the amount of the commission paid or agreed to be paid, shall be disclosed in the manner required by the Statutes and shall not exceed 10 per cent of the price at which the shares in respect whereof the commission is paid are issued or any amount equivalent thereto. The Company may also on any issue of shares pay such brokerage as may be lawful.

ALLOTMENT OF SHARES ರು

Save as otherwise provided in the Statutes or in these Articles, the Directors may allot (with or without conferring a right of renunciation), grant options over, offer or otherwise deal with or dispose of shares in the Company to such persons at such times and generally on such terms and conditions as they may determine. The Directors may at any time after the allotment of any share but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some Accorder and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose.

RECOGNITION OF TRUST 10.

Except as required by law or pursuant to the provisions of these Articles, no person shall be recognised by the Company as holding any share upon any trust, and (except only as by these Articles or by law otherwise provided or under an order of a court of competent jurisdiction) the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

SHARE CERTIFICATES

UNCERTIFICATED SHARES 11.

• Unless otherwise determined by the Directors and permitted by the Regulations, no 11.1 person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument by virtue of the of that one of ne) working any provisions of these Articles, the Directors shall have rower to implement any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and transfer of an uncertificated share (subject always to the Regulations and the facilities and requirements of the relevant system concerned). No provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the holding of shares in uncertificated form.
• 11.2 Conversion of a certificated share into an uncertificated share, and vice versa, may be made in such manner as the Directors may, in their absolute discretion, think fit (subject nlways to the Regulations and the facilities and requirements of the relevant system concerned).
• 11.3 The Company shall enter on the Register how many shares are held by each Member in rne Gothpan form and in certificated form and shall maintain the Register in each case as required by the Regulations and the relevant system concerned. Unless the Directors required a for the hagandings of the same holder or joint holders in certificated form and uncertificated form shall be treated as separate holdings.
• 22 Words importing the masculine gender shall include the feminine gender.
• 2.3 Words importing individuals and words importing persons shall include bodies corporate and unincorporated associations.
• 2.4 shall include any amendment or re-enactment (with or without amendment) thereof for the time being in force.
• 2.5 Subject as aforesaid, and unless the context otherwise requires, words and expressions defined in the Statutes, or the Regulations, shall bear the same meanings in these Articles.
• 2.6 expressed to be required under any provision of these Articles.
• 2.7 References herein to a share being in uncertificated form are references to that share being an uncertificated unit of a security.
• 2.8 -Headings to these Articles are for convenience only and shall not affect construction.

SHARES

rr RIGHTS ATTACHING TO SHARES

Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such rights (including preferred, deferred or other special rights) or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination, as the Directors may determine).

র্যা REDEMPTION OF SHARES

Subject to the provisions of the Statutes, any shares may be issued which are to be redeemed or are liable to be redeemed at the option of the Company or the shareholder on such terms and in such manner as may be determined by the Directors provided that this is done before the shares are allotted.

​ແກ້ PURCHASE OF SHARES

Subject to the provisions of the Statutes, the Company may purchase any of its own shares (including any redeemable shares).

6. FINANCIAL ASSISTANCE

Except as permitted by the Statutes, the Company shall not give any financial assistance directly or indirectly for the purpose of the acquisition or the proposed acquisition of any shares in the Company or Its holding company (if any) nor for the purpose of reducing or discharging any liability incurred for the purpose of such acquisition.

ALLOTMENT AT DISCOUNT 7.

No share (other than a share allotted in pursuance of an employees' share scheme) shall be allotted at the discount and save as permitted by the Statutes shall not be allotted except as paid up at least as to one quarter of its nominal value and the whole of any premium on it.

3

Month	calendar month;
Office	the registered office for the time being of the Company;
up" "paid shall credited include 3 - 3 paid up;	"paid up" shall include credited as paid up;
properiy authenticated dematerialised instruction	the same meaning as in the Regulations;
Register	the Register of Members of the Company;
Regulations	the Uncertificated Securities Requiations 2001;
relevant system	the same meaning as in the Regulations;
Seal	the Common Seal of the Company or any official or securities seal that the Company may have or be permitted to have under the Statutes;
Secretary	"Secretary" shall include a joint assistant or deputy secretary, and any person appointed by the Board to perform any of the duties of the Secretary;
Statutes	as defined by section 2 of the 2006 Act, and includes the Regulations, and every other statute or subordinate legislation for the time being in force concerning companies and affecting the Company;
The Act	the Companies Act 1985;
The 2005 Act	the Companies Act 2006;
these Articles	these Articles of Association as originally adopted or as from time to time altered;
treasury shares	qualifying shares (within the meaning of section 162(4) of the Act) held by the Company under section 162A(1)(a) of the Act;
United Kingdom	Great Britain and Northern Ireland;
writing" 11.5% and "Written"	include typing, printing, lithography, photography, photocopy and facsimile and other modes of representing or reproducing words in a visible form whether sent or supplied in electronic form, made available on a website or otherwise.

2.1 Words importing the singular number shall include the plural and vice versa.

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PRELIMINARY

1. EXCLUSION OF MODEL ARTICLES AND TABLE A

The regulations contained in Model Articles of Association applicable to the Company under or pursuant to the 2006 Act, or in Table A in the schedule to The Companies (Tables A to F) Regulations 1985 and in any Table A applicable to the Company, under any former enactment relating to companies shall not apply to the Company except in so far as they are repeated or contained in these Articles.

In these Articles the words standing in the first column of the table next hereinafter contained shall, if not inconsistent with the subject or context, bear the meanings set opposite to them respectively in the second column thereof:

DEFINITIONS AND INTERPRETATION 2.

WORDS	MEANINGS
Address	address shall, in any case where electronic form is permitted by or pursuant to these Articles or the 2006 Act, include a number or address used for the purpose of sending or receiving documents, notices or information by electronic means but, in any other case, shall not include any number or address used for such purpose;
Auditors	the auditors for the time being of the Company:
Board	the Board of Directors of the Company or the Directors present at a meeting of the Directors at which a quorum is present;
clear days' notice	the notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given or on which it is to take effect;
Directors	the directors for the time being of the Company, or, as the case may be, the board of directors for the time being of the Company or the persons present at a duly convened meeting of the board of directors or any duly authorised committee thereof at which a quorum is present;
dividend	includes bonus;
electronic form and electric means	where the context so admits, have the same meaning as the 2006 Act;
London Stock Exchange	London Stock Exchange pic;
Member	a member of the Company;

	141. SPOWER TO EXTEND INSPECTION TO MEMBERS
	142 LIMIT ON MEMBERS' RIGHT TO INSPECT
AUDIT 41
	143. APPOINTMENT OF AUDITORS.
	NOTICES
	144. SERVICE OF NOTICE AND CURTAILMENT OF POSTAL SERVICE
	145. MEMBERS RESIDENT ABROAD
	146. NOTICE DEEMED SERVED
	147. NOTICE TO JOINT HOLDERS
	148. SERVICE OF NOTICE ON PERSONS ENTITLED BY TRANSMISSION
ELECTRONIC COMMUNICATION
	149 ELECTRONIC COMMUNICATION
	PROVISION FOR EMPLOYEES
	150. PROVISION FOR EMPLOYEES
	WINDING UP
	151. DISTRIBUTION OF ASSETS
	INDEMNITY
	152. INDEMNITY OF DIRECTORS
	153. FUNDING OF EXPENDITURE
	154. LIMITED LIABILITY

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93.	POWERS OF COMPANY VESTED IN THE DIRECTORS
94,	PENSIONS, INSURANCE AND GRATUITIES FOR DIRECTORS AND OTHERS
95,	LOCAL BOARDS
96.	ATTORNEYS
97.	OFFICIAL SEAL
	98. OVERSEAS BRANCH REGISTER
	99.
	100. EXERCISE OF COMPANY'S VOTING POWERS
	101. SIGNING OF CHEQUES ETC.
	102, MINUTES
	DISQUALIFICATION OF DIRECTORS
	103. VACATION OF A DIRECTOR'S OFFICE
	RETIREMENT AND SUBMISSION FOR RE-ELIECTION OF DIRECTORS
	104. REGULAR SUBMISSION OF DIRECTORS FOR RE-ELECTION
	105. APPOINTMENT OF DIRECTORS BY SEPARATE RESOLUTION
106.	PERSONS ELIGIBLE FOR APPOINTMENT
107.	CASUAL VACANCIES AND ADDITIONAL DIRECTORS - POWERS OF COMPANY
108.	CASUAL VACANCIES AND ADDITIONAL DIRECTORS - POWERS OF DIRECTORS
	109. POWER OF REMOVAL BY ORDINARY RESOLUTION
	110. APPOINTMENT OF REPLACEMENT DIRECTOR.
	PROCEEDINGS OF DIRECTORS
	111. BOARD MEETINGS AND PARTICIPATION
	112. QUORUM AT BOARD MEETINGS
	113. VOTING AT BOARD MEETINGS
	114. NOTICE OF BOARD MEETINGS
	115. DIRECTORS BELOW MINIMUM
116.
	APPOINTMENT OF CHAIRMAN AND DEPUTY CHAIRMAN OF MEETINGS
	117. DELEGATION OF DIRECTORS' POWERS TO COMMITTEES AND OTHERWISE
	118. VALIDITY OF DIRECTORS' ACTS
	119. WRITTEN RESOLUTION OF DIRECTORS
	MANAGING AND EXECUTIVE DIRECTORS
	120. APPOINTMENT OF EXECUTIVE DIRECTORS
	121. REMUNERATION OF EXECUTIVE DIRECTORS
	122. J. POWERS OF EXECUTIVE DIRECTORS
	SECRETARY
	123. APPOINTMENT AND REMOVAL OF SECRETARY
	THE SEAL
	124. SUSE OF SEAL
	RESERVE
	125. ESTABLISHMENT OF RESERVE
	DIVIDENDS
	126. DECLARATIONS OF DIVIDENDS BY COMPANY
	127. PAYMENT OF INTERIM AND FIXED DIVIDENDS BY DIRECTORS
	128. RESTRICTIONS ON DIVIDENDS
	129. CALCULATION OF DIVIDENDS
	130. DEDUCTIONS OF AMOUNTS DUE ON SHARES AND WAIVER OF DIVIDENDS
	131. DIVIDENDS OTHER THAN IN CASH
	132. PAYMENT PROCEDURE
	133. INTEREST
	134. FORFEITURE OF DIVIDENDS
	CAPITALISATION OF PROFITS AND SCRIP DIVIDENDS
	135. POWER TO CAPITALISE
	136. AUTHORITY REQUIRED
	137. PROVISION FOR FRACTIONS, ETC.
	ACCOUNTING RECORDS
	138. ACCOUNTING RECORDS TO BE KEPT
	139. LOCATION OF ACCOUNTING RECORDS
	140. INSPECTION OF ACCOUNTING RECORDS

	46.
	47.
	48.
	UNTRACED SHAREHOLDERS
	49.
	50.
51. -	AUTHORITY TO EFFECT SALE
52.	NO TRUST
	53. J AUTHORITY TO CEASE SENDING CHEQUES
	ALTERATION OF CAPITAL
	54. CONSOLIDATION AND SUB-DIVISION
	55.
	56. REDUCTION OF SHARE CAPITAL
	GENERAL MEETINGS
	57.
	58. EXTRAORDINARY GENERAL MEETINGS
	59. CONVENING OF EXTRAORDINARY GENERAL MEETINGS NOTICE OF GENERAL MEETINGS
	60.
	OMISSION OR NON-RECEIPT OF NOTICE OF RESOLUTION OR MEETING OR PROXY 15
61.	62.
	PROCEEDINGS AT GENERAL MEETINGS
	63.
	ARRANGEMENTS FOR SIMULTANEOUS ATTENDANCE, SECURITY AND ORDERLY CONDUCT16
64,	CHAIRMAN OF GENERAL MEETINGS AND CASTING VOTE
65.	66.
	67.
	68.
	69.
	70.
	VOTES OF MEMBERS
	71.
	VOTING ON BEHALF OF INCAPABLE MEMBER
72.	SUSPENSION OF RIGHTS FOR NON-PAYMENT OF CALLS AND NON-DISCLOSURE OF
73.	INTERESTS
	OBJECTIONS TO AND ERRORS IN VOTING
74.	VOTING ON A POLL
75.	76.
	APPOINTMENT OF PROXIES
77.	DELIVERY OF PROXIES
78.	79. VALIDITY OF PROXIES
	80.
	81.
	82.
	83.
	DIRECTORS
84.	NUMBER OF DIRECTORS
85.	DIRECTORS' SHAREHOLDING QUALIFICATION
86.	AGE OF DIRECTORS
87.	OTHER INTERESTS OF DIRECTORS
జ్ఞర్లు భూమి: అక్టర్లు రువులు భూమి:	DIRECTORS' FEES
	89. DIRECTORS EXPENSES
	90.
	ALTERNATE DIRECTORS
	91.
	BORROWING POWERS
	92.
	POWERS AND DUTIES OF DIRECTORS

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contents

article

	PRELIMINARY
	1.
	2.
	SHARES
ന്	RIGHTS ATTACHING TO SHARES
বাংলাদেশ বাংলাদেশ বিশ্ববিদ্যালয়ের প্রকল্প করে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে পারে প	REDEMPTION OF SHARES
ട്.	PURCHASE OF SHARES
ó.	FINANCIAL ASSISTANCE
7.	ALLOTMENT AT DISCOUNT
	8.
	9.
	10.
	SHARE CERTIFICATES
	11.
	12. SHARE CERTIFICATES AND RIGHT TO SHARE CERTIFICATES
13.	SHARE CERTIFICATE OF JOINT HOLDERS
14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14, 14	REPLACEMENT OF SHARE CERTIFICATES
	15.
	VARIATION OF RIGHTS
	16.
	17.
	18.
	CALLS ON SHARES
	19. CALLS
	20.
	21.
	22.
23.	DEEMED CALLS
	24.
	25.
	FORFEITURE AND LIEN
	26.
	27.
28.	FORFEITURE FOR NON-COMPLIANCE
	29.
	30. SANNULMENT OF FORFETTURE
	31. CONTINUING LIABILITY
	32. STATUTORY DECLARATIQN
	33.
	34. COLIEN ON PARTLY-PAID SHARES
	35.
	36. SPPLICATION OF SALE PROCEEDS
	TRANSFER OF SHARES
	37. J TRANSFERS OF UNCERTIFICATED SHARES
38.	FORM OF TRANSFER
ဒေသူ တူ	RIGHT TO DECLINE REGISTRATION
	40. FURTHER RIGHTS TO DECLINE REGISTRATION
	41. NOTICE OF REFUSAL TO REGISTER
	42. RETENTION OF INSTRUMENTS OF TRANSFER
	43. NO FEE FOR REGISTRATION
	44. DESTRUCTION OF DOCUMENTS
	TRANSMISSION OF SHARES
	45. TRANSMISSION ON DEATH

(No 01721262)

The Companies Act 2006

Articles of Association of Severfield plc

Public Company Limited by Shares

(Adopted by special resolution on 3 June 2010)

(Name changed on 16th May 2014)