SEVERFIELD PLC — Governance Information 2020

Apr 29, 2020

152. INDEMNITY OF DIRECTORS

Subject to the provisions of the Statutes (but so that this Article does not extend to any matter insofar as it would cause this Article or any part of it to be void under the Statutes) but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every person who is or was at any time a director of the Company or any Group Company (as defined in Article 94.2) may be indemnified out of the assets of the Company against all costs, charges, expenses, losses or liabilities (together "Liabilities") which he may sustain or incur in or about the actual or purported execution and/or discharge of his duties (including those dutles, powers and discretions in relation to any Group Company (as defined in Article 94.2) or any company that is a trustee of an occupational pension scheme (as defined in section 235(6) of the 2006 Act)) and/or the actual or purported exercise of his powers or discretions and/or otherwise in relation thereto or in connection therewith, including (without prejudice to the generality of the foregoing) any Liabliity suffered or incurred by him in disputing, defending, investigating or providing evidence in connection with any actual or threatened or alleged claims, demands, investigations, or proceedings, whether civil, criminal, or regulatory or in connection with any application under section 661(3) or (4) or section 1157 of the 2006 Act.

Funding of expenditure 1 53.

The Company may also provide funds to any director of the Company or of any Group Company (as defined in Article 94.2) to meet, or do anything to enable a director of the Company or any Group Company (as defined in Article 94.2) to avoid incurring expenditure to the extent permitted by the Statutes.

LIMITED LIABILITY 154.

The llability of the members is limited to the amount, if any, unpaid on the shares in the Company respectively held by them.

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For the purposes of paragraph 6.1.8R(1) of the Disclosure and Transparency Rules, the Company may use electronic means (as defined therein) to convey information or documents to Members or holders of debt securities (as defined therein).

149.2 The Directors may from time to time make such arrangements or regulations (if any) as they may from time to time in their absolute discretion think fit in relation to the giving of notices or other documents or information by electronic means by or to the Company and otherwise for the purpose of implementing and/or supplementing the provisions of these Articles and the Statutes in relation to electronic means; and such arrangements and regulations (as the case may be) shall have the same effect as if set out in this Article.

PROVISION FOR EMPLOYEES

150. PROVISION FOR EMPLOYEES

The power conferred by section 247 of the 2006 Act to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any subsidiary shall only be exercised by the Company with the prior sanction of a special resolution. If at any time the capital of the Company is divided Into different classes of shares, the exercise of such power as aforesaid shall be deemed to be a variation of the rights attached to each class of shares in issue and shall accordingly require either (i) the prior consent in writing of the holders of at least threequarters of the nominal value of the issued shares or (ii) the prior sanction of a special resolution passed at a separate general meeting of the holders of the shares of each class, In accordance with the provisions of Article 16.

WINDING UP

151. DISTRIBUTION OF ASSETS

If the Company shall be wound up the liquidator may, subject to the Statutes, with the sanction of a special resolution of the Company and any other sanction required by the Statutes, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any shares or other securities or other assets whereon there is any liability.

INDEMNITY

information, or the letter containing the same, was properly addressed and put in the post with postage paid.

146.2 Where a notice or other document or information is given, sent, supplied, delivered or provided by the Company by electronic means, service of the notice or other document or information shall be deemed to be effected by sending it by electronic means to an address for the time being notified to the person giving the notice or other document or information or as otherwise permitted by the Statutes for that purpose, and to have been effected at the latest at the expiration of 24 hours from when it was sent (even if the Company subsequently sends a hard copy of such notice, document or information by post). In proving such service by electronic means, it shall be sufficient to prove that the notice or other document or information was properly addressed subject to the provisions of section 1147(4) of the 2006 Act as to deemed delivery of documents or information by means of a website.

NOTICE TO JOINT HOLDERS 147.

A notice or other document or information may be given, sent, supplied, delivered or provided by the Company to the joint holders of a share by giving, sending, supplying, delivering or providing the notice or other document or information to the joint holder first named in the Register in respect of the share.

Anything to be agreed or specified by joint holders of a share may be agreed or specified by any of the joint holders (and any such agreement or specification shall be deemed for all purposes to be agreed or specified by all the joint holders) unless the Directors require it to be agreed or specified by all the joint holders or by the joint holder first named in the Register in respect of the share.

SERVICE OF NOTICE ON PERSONS ENTITLED BY TRANSMISSION 148.

A notice or other document or information may be given, sent, supplied, delivered or provided by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a Member or otherwise by operation of law by giving, sending, supplying, delivering or providing it addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, to the address, if any, within the United Kingdom supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so supplied) by giving, sending, supplying, delivering or providing the notice or other document or information in any manner in which the same might have been given, sent, supplied, delivered or provided if the death or bankruptcy or other event had not occurred.

ELECTRONIC COMMUNICATION

ELECTRONIC COMMUNICATION 149.

Notwithstanding anything in these Articles to the contrary:

149.1 Any document or information to be given, sent, supplied, delivered or provided to any person by the Company, whether pursuant to these Articles, the Statutes or otherwise, is also to be treated as given, sent, supplied, delivered or provided where it is made available on a website, or is sent in electronic form, in the manner provided by the 2006 Act for the purposes of the 2006 Act (subject to the provisions of these Articles),

For the purposes of paragraph 10(2)(b) of schedule 5 to the 2006 Act, the Company may give, send, supply, deliver or provide documents or information to Members by making them available on a website.

discretion choose to give, send, supply, deliver or provide any notice, document or information in hard copy form alone to some or all members,

• 144.2 Subject to the Statutes, if at any time by reason of the suspension or any curtailment of postal services in the United Kingdom or any part of the United Kingdom, or of services for delivery by electronic means, the Company is unable in the opinion of the Directors effectively to convene a general meeting by notices sent through the post (or by notification by post as to the availability of the notice of meeting on a website) or (in the case of those Members in respect of whom an address has for the time being been notified to the Company, in a manner specified by the Directors, for the purpose of giving notices by electronic means) by electronic means the Directors may decide that the only persons to whom notice of the affected general meeting must be sent are:
  • (a) the Directors;
  • (b) the Company's auditors;
  • (c) . those Members to whom notice to convene the general meeting can validly be sent by electronic means; and
  • (d) 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.

In any such case the Company shall:

• (i) send confirmatory copies of the notice (or a confirmatory notification as to the availability of the notice on the Company's website in the case of those Members to whom notice to convene the general meeting can validly be sent by means of a website but to whom notification as of the availability of the notice of meeting on a website cannot validly be sent by electronic means) by post or (as the case may be) by electronic means if, at least seven days prior to the date of the general meeting, the posting of notices to addresses throughout the United Kingdom or (as the case may be) the sending of notices by electronic means again becomes, in the opinion of the Directors, practicable;
• (li) advertise the notice of meeting in at least one national newspaper; and
• (iii) 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 thereof.

145 Members Resident Abroad

A Member who has no registered address within the United Kingdom, and has not supplied to the Company an address (not being an address for communication by electronic means) within the United Kingdom at which notices or other documents or information may be given to him, shall not be entitled to receive any notice or other documents or Information from the Company.

146. NOTICE DEEMED SERVED

146.1 Where a notice or other document or information is given, sent, supplied, delivered or provided by the Company by post, service of the notice or other document or information shall be deemed to be effected by properly addressing, prepaying, and posting it, or a letter containing the notice or other document or information, and to have been effected at the latest at the expiration of 24 hours after posting if first-class post was used and at the latest at the expiration of 48 hours after posting if first-class post was not used. In proving such service it shall be sufficient to prove that the notice, document or 136.3 A share premium account and a capital redemption reserve and any other amounts which are not available for distribution may only be applied in the paying up of new shares to be allotted to holders of ordinary shares of the Company credited as fully paid up.

PROVISION FOR FRACTIONS, ETC. 137.

Whenever a capitalisation requires to be effected, the Directors may do all acts and things which they may consider necessary or expedient to glve effect thereto, with full power to the Directors to make such provision as they think fit for the case of shares or debentures becoming distributable in fractions (Including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the Members concerned) and also to authorise any person to enter on behalf of all Members concerned into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

accounting RECORDS

ACCOUNTING RECORDS TO BE KEPT 138.

The Directors shall cause accounting records to be kept in accordance with the provisions of the Statutes.

LOCATION OF ACCOUNTING RECORDS 139.

The accounting records shall be kept at the Office or, subject to the provisions of the Statutes, at such other place or places as the Directors think fit.

INSPECTION OF ACCOUNTING RECORDS 140.

The accounting records shall always be open to the inspection of the officers of the Company.

141. POWER TO EXTEND INSPECTION TO MEMBERS

The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Company or any of them shall be open to the inspection of Members not being Directors.

LIMIT ON MEMBERS' RIGHT TO INSPECT 147

No Member (not being a Director) shall have any right of inspecting any account or book or document or information of the Company except as conferred by statute or authorised by the Directors or by the Company in general meeting.

AUDIT

143. APPOINTMENT OF AUDITORS

Auditors shall be appointed and their dutles regulated in accordance with the provisions of the Statutes.

NOTICES

SERVICE OF NOTICE AND CURTAILMENT OF POSTAL SERVICE 144

144.1 A notice or other document (including a share certificate) or information may be given, sent, supplied, delivered or provided by the Company to any Member in accordance with the 2006 Act, subject to these Articles. The Company may at any time and in its sole

INTEREST 133.

Subject to the rights attaching to, or the terms of issue of, any shares, no dividend or other monles payable on or in respect of a share shall bear interest against the Company.

FORFEITURE OF DIVIDENDS 134.

All dividends or other sums payable on or in respect of any share which remain unclaimed for one year may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. All dividends unclaimed for a period of 12 years or more after becoming due for payment shall be forfelted and shall revert to the Company. The payment of any unclaimed dividend or other sum payable by the Company on or in respect of any share into a separate account shall not constitute the Company a trustee thereof.

CAPITALISATION OF PROFITS AND SCRIP DIVIDENDS

135. POWER TO CAPITALISE

Subject to the provisions of Article 136, the Directors may capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve accounts (Including any share premium account and capital redemption reserve) or to the credit of the profit and loss or retained earnings account (in each case, whether or not such amounts are available for distribution), and appropriate the sum resolved to be capitalised either:

• 135.1 to the holders of ordinary shares (on the Register at such time and on such date as may be specified in, or determined as provided in, the resolution of the general meeting granting authority for such capitalisation) who would have been entitled thereto if distributed by way of dividend and in the same proportions (including, for this purpose, any shares in the Company held as treasury shares, as if the restriction on payment of dividends in the Statutes did not apply); and the Directors shall apply such sum on their behalf either in or towards paying up any amounts, if any, for the time being unpaid on any shares held by such holders of ordinary shares respectively or in full at par new shares or debentures of the Company to be allotted credited as fully paid up to such holders of ordinary shares in the proportions aforesaid, or partly in the one way and partly in the other; or
• 135,2 to such holders of ordinary shares who may, in relation to any dividend or dividends, validly accept an offer or offers on such terms and conditions as the Directors may determine (and subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with legal or practical problems in respect of overseas shareholders or in respect of shares represented by depository receipts) to receive new ordinary shares, credited as fully paid up, in lieu of the whole or any part of any such dividend or dividends (any such offer being called a "Scrip Dividend Offer"); and the Directors shall apply such sum on their behalf in paying up in full at par new shares (in accordance with the terms, conditions and exclusions or other arrangements of the Scrip Dividend Offer) to be allotted credited as fully paid up to such holders respectively.

136. AUTHORITY REQUIRED

• 136.1 The authority of the Company in general meeting shall be required before the Directors implement any Scrip Dividend Offer (which authority may extend to one or more offers).
• 136.2 The authority of the Company in general meeting shall be required for any capitalisation pursuant to Article 135.1 above.

of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as if paid up in full or in part from a particular date, whether past or future, such share shall rank for dividend accordingly.

DEDUCTIONS OF AMOUNTS DUE ON SHARES AND WAIVER OF DIVIDENDS 130.

• 130,1 The Directors may deduct from any dividend or other monies payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to shares of the Company.
• 130.2 The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

DIVIDENDS OTHER THAN IN CASH 131.

Any general meeting declaring a dividend may, upon the recommendation of the Directors, direct payment of such dividend wholly or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other body corporate, and the Directors shall give effect to such direction. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

PAYMENT PROCEDURE 132.

• 132.1 All dividends and other distributions shall be paid (subject to any lien of the Company) to those Members whose names shall be on the Register at the date at which such dividend shall be declared or at such other time and/or date as the Company by ordinary resolution or the Directors may determine.
• 132.2 The Company may pay any dividend or other monies payable in cash in respect of shares by direct debit, bank or other funds transfer system (subject always, in respect of shares in uncertificated form, to the facilities and requirements of the relevant system concerned, where payment is to be made by means of such system), or by cheque, dividend warrant or money order and may remit the same by post directed to the registered address of the holder or person entitled thereto (or, in the case of foint holders or of two or more persons entitled thereto, to the registered address of the person whose name stands first in the Register), or to such person and to such address as the holder or joint holders or person or persons may in writing direct, and the Company shall not be responsible for any loss of any such cheque, warrant or order nor for any loss in the course of any such transfer or where it has acted on any such directions. Every such cheque, warrant or order shall be made payable to, or to the order of, the person to whom it is sent, or to, or to the order of, such person as the holder or joint holders or persons entitled may in writing direct, and the payment of such cheque, warrant or order or the collection of funds from or transfer of funds by a bank in accordance with such direct debit or bank or other funds transfer or, in respect of shares in uncertificated form, the making of payment by means of the relevant system concerned, shall be a good discharge to the Company. Any one of two or more foint holders of any share, or any one of two or more persons entitled jointly to a share in consequence of the death or bankruptcy of the holder or otherwise by operation of law, may give effectual receipts for any dividends or other monles payable or property distributable on or in respect of the share.

securities of the Company, the Directors may by resolution determine that such signatures or elther of them shall be dispensed with or affixed by some mechanical on electronic method or system.

124.2 Where the Statutes so permit, any instrument signed by one Director and the Secretary or by two Directors or by a Director in the presence of a witness who attests the signature, and expressed, in whatever words, to be executed by the Company shall have the same effect as if executed under the Seal. The Directors may by resolution determine that such signatures or either of them shall be affixed by some mechanical or electronic method or system.

RESERVE

ESTABLISHMENT OF RESERVE 125.

The Directors may from time to time set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors think fit. The Directors may divide the reserve into such special funds as they think fit, and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as they think fit. The Directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.

DIVIDENDS

DECLARATIONS OF DIVIDENDS BY COMPANY 126.

The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

PAYMENT OF INTERIM AND FIXED DIVIDENDS BY DIRECTORS 127.

Subject to the provisions of the Statutes, the Directors:

• (a)
• (b) may also pay the fixed dividends payable on any shares of the Company halfvearly or otherwise on fixed dates.

If the Directors act in good faith, they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer in consequence of the payment of an interim dividend on any shares having non-preferred or deferred rights.

RESTRICTIONS ON DIVIDENDS 128.

No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of the Statutes.

CALCULATION OF DIVIDENDS 179.

Subject to the Statutes, and to the rights of persons, if any, entitled to shares with any priority, preference or special rights as to dividend, all dividends shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purpose of this Article as paid up on the share. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions

agreed to by an alternate Director if it is signed or agreed to by the Director who appointed him.

MANAGING AND EXECUTIVE DIRECTORS

APPOINTMENT OF EXECUTIVE DIRECTORS 120

Subject to the provisions of the Statutes, the Directors may from time appoint one or more of their body to the office of Managing Director or to hold such other executive office in relation to the management of the business of the Company as they may decide, for such period and on such terms as they think fit, and, subject to the terms of any service contract entered into in any particular case and without prejudice to any claim for damages such Director may have for breach of any such service contract, may revoke such appointment. Without prejudice to any claim for damages such Director may have for breach of any service contract between him and the Company, his appointment shall be automatically determined if he ceases from any cause to be a Director.

REMUNERATION OF EXECUTIVE DIRECTORS 121.

The salary or remuneration of any Managing Director or other executive Director of the Company shall, subject as provided in any contract, be such as the Directors may from time to time determine, and may either be a fixed sum of money, or may altogether or in part be governed by the business done or profits made, and may include the making of provisions for the payment to him, his widow or other dependants, of a pension on retirement from the office or employment to which he is appointed and for the participation in pension and life assurance and other benefits, or may be upon such other terms as the Directors determine.

powers of executive Directors 122.

The Directors may entrust to and confer upon a Managing Director or other executive Director any of the powers and discretions exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and discretions and may from time to time revoke, withdraw, alter or vary all or any of such powers or discretions. Any such delegation shall, In the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more Directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers and discretions delegated and may be made subject to such conditions as the Directors may specify and may be revoked or altered.

SECRETARY

APPOINTMENT AND REMOVAL OF SECRETARY 173.

Subject to the provisions of the Statutes, the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they think fit and any Secretary may be removed by them.

THE SEAL

USE OF SEAL 124.

124.1 The Directors shall provide for the safe custody of the Seal and any official seal kept under section 50 of the 2006 Act, and neither shall be used without the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf. Every instrument to which either shall be affixed shall be signed autographically by one Director and the Secretary or by two Directors or as otherwise determined by the Directors, save that as regards any certificates for shares or debentures or other or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

116. APPOINTMENT OF CHAIRMAN AND DEPUTY CHAIRMAN OF MEETINGS

The Directors may elect one of their number as a chairman of their meetings, and one of their number to be the deputy chairman of their meetings and may at any time remove either of them from such office; but if no such chairman or deputy chairman is elected, or if at any meeting neither the chairman nor the deputy chairman is present within five minutes after the time appointed for holding the meeting and willing to act, the Directors present shall choose one of their number to be chairman of such meeting.

DELEGATION OF DIRECTORS' POWERS TO COMMITTEES AND OTHERWISE 117.

The Directors may delegate any of their powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve any payment to or the conferring of any other benefit on all or any of the Directors) to committees consisting of one or more members of their body and (if thought fit) one or more other persons co-opted as hereinafter provided. Insofar as any such power or discretion is delegated to a committee any reference in these Articles to the exercise by the Directors of such power or discretion shall be read and construed as if it were a reference to the exercise of such power or discretion by such committee. Any committee so formed shall in the exercise of the powers and discretions so delegated conform to any regulations that may from time to time be imposed by the Directors in default of which the meetings and proceedings of a committee consisting of more than one member shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings and meetings of the Directors. Any such regulations may provide for or authorise the co-option to the committee of persons other than Directors and for such co-opted members to have voting rights as members of the committee.

Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more Directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers and discretions delegated and may be made subject to such conditions as the Directors may specify, and may be revoked or altered.

VALIDITY OF DIRECTORS' ACTS 118.

All acts done by any meeting of the Directors or of a committee of the Directors or by any person acting as a Director or as a member of a committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any of the persons acting as aforesald, or that any of such persons were disqualified from holding office or not entitled to vote on the matter in question, or had in any way vacated office, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified and had continued to be a Director or member of the committee and was entitled to vote.

119. WRITTEN RESOLUTION OF DIRECTORS

A resolution in writing, signed or otherwise agreed to by all those Directors for the time being entitled to receive notice of a meeting of the Directors or by all the members of a committee for the time being entitled to receive notice of a committee meeting, (In each case) who would have been entitled to vote on the resolution at a meeting of the Directors or of such committee shall be as valid and effective for all purposes as a resolution passed at a meeting duly convened and held, and may consist of two or more documents in like form each signed or agreed to by one or more of such Directors or members of such committee, provided that all those signing or agreeing to the resolution would have formed a quorum at such a meeting. Such a resolution in writing need not be signed or of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.

appointment of Replacement Director 110.

Subject to Article 106, the Company may by ordinary resolution appoint another person in place of a Director removed from office under the immediately preceding Article.

PROCEEDINGS OF DIRECTORS

BOARD MEETINGS AND PARTICIPATION 111.

The Directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Without prejudice to the foregoing, all or any of the Directors or of the members of any committee of the Directors may participate in a meeting of the Directors or of that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other and to address each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is then present. The word "meeting" in these Articles shall be construed accordingly.

quorum at Board Meetings 112.

The Directors may determine the quorum necessary for the transaction of business. Until otherwise determined two Directors shall constitute a quorum.

113. VOTING AT BOARD MEETINGS

Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman of the meeting shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retrospective.

NOTICE OF BOARD MEETINGS 114.

Notice of a meeting of the Directors shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the Company for this purpose or sent in electronic form to such address (if any) for the time being specified by him or on his behalf to the Company for that purpose. A Director absent or intending to be absent from the United Kingdom may request the Directors that notices of meetings of the Directors shall during his absence be sent in writing to him to such address given by him to the Company for this purpose, whether or not out of the United KIngdom, or be sent by electronic means to such address (if any) for the time being notified by him to the Company for that purpose. If no such request is made to the Directors, it shall not be necessary to send notice of a meeting of the Directors to any Director who is for the time being absent from the United Kingdom.

DIRECTORS BELOW MINIMUM 115.

The continuing Directors or sole continuing Director may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors

• 103.5 if, not having leave of absence from the Directors, he and his alternate (if any) fall to attend the meetings of the Directors for six successive months, unless prevented by illness, unavoidable accident or other cause which may seem to the Directors to be sufficient, and the Directors resolve that his office be vacated;
• 103.6 if, by notice in writing delivered to or received at the Office or, in the case of a notice in electronic form, at such address (if any) specified by the Directors for that purpose or tendered at a meeting of the Directors, his resignation is requested by all of the other Directors (but so that this shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company).

RETIREMENT AND SUBMISSION FOR RE-ELECTION OF DIRECTORS

REGULAR SUBMISSION OF DIRECTORS FOR RE-ELECTION 104.

At every annual general meeting, there shall retire from office any Director who shall have been a Director at each of the preceding two annual general meetings and who was not appointed or re-appointed by the Company in general meeting at, or since, either such meeting. A retiring Director shall be eligible for re-appointment. A Director retiring at a meeting shall, if he is not re-appointed at such meeting, retain office until the meeting appoints someone in his place, or if it does not do so, until the conclusion of such meeting.

APPOINTMENT OF DIRECTORS BY SEPARATE RESOLUTION 105.

A single resolution for the appointment of two or more persons as Directors shall not be put at any general meeting, unless an ordinary resolution that it should be so put has first been agreed to by the meeting without any vote being given against it.

PERSONS ELIGIBLE FOR APPOINTMENT 106.

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

CASUAL VACANCIES AND ADDITIONAL DIRECTORS - POWERS OF COMPANY 107.

Subject as aforesaid, the Company may from time by ordinary resolution appoint a person who is willing to act to be a Director either to fill a casual vacancy or as an additional Miractor

CASUAL VACANCIES AND ADDITIONAL DIRECTORS - POWERS OF DIRECTORS 108.

The Directors shall have power at any time, and from time to time, to appoint any person to be a Director of the Company, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or pursuant to these Articles. Any Director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for reappointment. If not reappointed at such meeting, he shall vacate office at the conclusion thereof.

POWER OF REMOVAL BY ORDINARY RESOLUTION 109.

The Company may by ordinary resolution, of which special notice has been given in accordance with the provisions of the Statutes, remove any Director before the expiration

(i) For the purposes of this Article, a conflict of interest includes a conflict of interest and duty and a conflict of duties.

EXERCISE OF COMPANY'S VOTING POWERS 100.

The Directors may exercise or procure the exercise of the voting rights conferred by the shares in any other body corporate held or owned by the Company or any power of appointment in relation to any other body corporate, and may exercise any voting rights or power of appointment to which they are entitled as directors of such other body corporate, in such manner as they shall in their absolute discretion think fit, including the exercise thereof in favour of appointing themselves or any of them as directors, officers or servants of such other body corporate, and fixing their remuneration as such, and may vote as Directors of the Company in connection with any of the matters aforesaid.

SIGNING OF CHEQUES ETC. 101.

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

102. MINUTES

• The Directors shall cause minutes to be recorded: 102.1
  • (a) of all appointments of officers made by the Directors;
  • (b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
  • (c) of all resolutions and proceedings at all meetings of the Company, and of the Directors, and of committees of Directors.
• 102.2 It shall not be necessary for Directors present at any meeting of Directors or committee of Directors to sign their names in any minute book or other book kept for recording attendance. Minutes recorded as aforesaid, if purporting to be signed by the chairman of the meeting, or by the chairman of the next succeeding such meeting, shall be receivable as evidence of the matters stated in such minutes.

DISQUALIFICATION OF DIRECTORS

VACATION OF A DIRECTOR'S OFFICE 103.

The office of a Director shall be vacated in any of the following events, namely:

• 103.1 if a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally;
• 103.2 if he becomes prohibited by law from acting as a Director;
• 103.3 if, in England or elsewhere, an order is made by any court claiming jurisdiction in that ny in Englane on be ground (however formulated) of mental disorder for his detention or for the appointment of a guardlan or receiver or other person to exercise powers with respect to his property or affairs;
• 103.4 If he resigns his office by notice to the Company or offers to resign and the Directors resolve to accept such offer;

any obligations imposed on him by the Directors pursuant to any such authorisation.

• A Director shall not, by reason of his office or the fiduciary relationship thereby (e) established, be accountable to the Company for any remuneration or other benefit which derives from any matter authorised by the Directors under sub-paragraph (a) of this paragraph of this Article and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such remuneration or other benefit or on the ground of the Director having any interest as referred to in the said section 175.
• A Director shall be under no duty to the Company with respect to any information (f) which he obtains or has obtained otherwise than as a director or officer or employee of the Company and in respect of which he owes a duty of confidentiality to another person. However, to the extent that his connection with that other person conflicts, or possibly may conflict, with the interests of the Company, this sub-paragraph (f) of this paragraph of this Article applies only if the existence of that connection has been authorised by the Directors under sub-paragraph (a) of this paragraph of this Article. In particular, the Director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the 2006 Act because he fails:
  • (i) to disclose any such Information to the Directors or to any Director or other officer or employee of the Company; and/or
  • (ii) to use any such information in performing his dutles as a Director or officer or employee of the Company.
• Where the existence of a Director's connection with another person has been (a) authorised by the Directors under sub-paragraph (a) of this paragraph of this Article and his connection with that person conflicts, or possibly may conflict, with the interests of the Company, the Director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the 2006 Act because he:
  • (i) absents himself from meetings of the Directors or any committee thereof at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or
  • (ii) makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of Interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser,

for so long as he reasonably believes such conflict of interest (or possible conflict of interest) subsists.

• (h) The provisions of sub-paragraphs (f) and (g) of this paragraph of this Article are without prejudice to any equitable principle or rule of law which may excuse the Director from:
  • disclosing information, in circumstances where disclosure would otherwise (i) be required under these Articles or otherwise; or
  • (li) attending meetings or discussions or receiving documents and information as referred to in sub-paragraph (g) of this paragraph of this Article, in circumstances where such attendance or receiving such documents and information would otherwise be required under these Articles.
• (h) Director to avoid incurring, expenditure of the doing of anything to enable and
  Director to avoid incurring, expenditure of the nature described in section 205(1) or
• 99.4 oncern as the role rote of be counted in the quorum on any resolution concerning his company in which as the noted of profit with the Company of any
  company in which the Company is interested including fixing or varying the terms of his appointment or the termination thereof.
• 99.5 varying the terms of appointment) of two or more Directors to offices or employments
  with the Company or any body cornorate in which the for with the Company or any body corporate in which the Company is interested proportion of the Donsidered in relation to each Director separated, such such cases each of the Directors concerned (if not debarred from voting under parately and in
  99.3(d) of this Article) shall be entitled to vote (and he sever his vi 99.3(d) of this Article Shection of the new in hot debarred from voting under paragraph
  of each resolution except that concerning his over anovinted in the quorum) in respect of each resolution waters, onali be encluded to vote (and be counted
  of each resolution except that concerning his own appointment.
• 99.6 If any question shall arise at any meeting as to the entitlement of any
  of any and such and are are nieeting as to an interest or as to the entitlement of any
  Director to vote and such question is not resolved by his voluntarily agreeing to absta from voting, such question is not resolved by his voluntarily agreeing to abstain
  from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any Director other than be ference to the meeting and his ruling
  in relation to any Director other than himself shall and conclusive except in a case where the nature of of occor other than himself shall be final and conclusive except in a case
  where the nature or extent of the interests of the Director concerned have not
• 99.7 Subject to the provisions of the Statutes the Company may by ordinary resolution suspend or relax the provisions of this Article to any extent or resolution
  arrangement or transactions of this Article to any extent or ratify any contract, any contract the provisions of this Article to any extent or ratify any contract,
  arrangement or transaction not duly authorised by reason of a contravention of this
• 99.8 matter proposed to them in accordance with these Articles which would, if not so authorised, constitute or give rise to an infringement of duty by a Director under that
  • (b) shall be effective only if:
    • (i) consideration at a meeting of the Directors, in accordance with the Directors procedures, if any, for the Directors, in accordance with the Directors
      by the Directors or in such other manners for consideration by the Directors or the time being relating to matters for considerations may approve;
    • (ii) the matter is considered is met without counting the Directors at which
      the matter is considered is met without counting the Director in question and any other interested is me. Michout counting the Director In questions");
      and
    • (iii) the matter was agreed to without the Interested Directors voting or would have been agreed to without the Interested Directors voting or would
      have been agreed to if the votes of the Interested Directors had not been counted.
  • (c) this Article shall extend to any actual or potential contint of interest which may
    reasonably be expected to any actual or potential continct of interest which may reasonably be extend to any actual or potential conflict of the reasonably be expected
  • (d) Article shall be subject to such conditions or limitations as the Directors may specify, whether at the time such authorisation is given or subsequently, and may the production are the time such additionsation is given or subsequently, and may
    be terminated or varied by the Directors at any time. A Director shell comply with

and may act by himself or through his firm in a professional capacity for the Company
ing and the and Auditor), and in any such case on such terms as to remulers to remain and may act by himself or through his firm in a professional cupcity of thereation and
(otherwise than as Auditor), and in any such case on such terms as to en addition that and They So Sy Any Such case on such case on such carns as connection to any
otherwise than as Auditor), and in any such remuneration shall be in addition to any
of the (otherwise the Directors may decide. Any such remoneration shall be
otherwise as the Directors may decide. No Director or intending of the otherwise as the British by any other Article. No Director of The Mary of the remailered by his office from entering into, or being otherwise incertains of the company of the of the other on any other contract, transaction of arrangement of the more of the (begome) on any which the sompany in the grounds of the Director's interest, nor shector be Statues and barbers of the Director's interest, nor share may and be habe to be around for any femaners on benefit of there by reason of such Director
from any such contract, transaction or arrangement or interest by reason of such Director from any such contract, transaction or arrangement on hereby established, but he shall declare
holding that office or of the fiduciary relationship thereby established, but h home that office or of the fiduciary relationship thereby Cellination of the Stattes.
the nature of his interest in accordance with the requirements of the Stattes.

• Save as herein provided, a Director shall not vote in respect of ally condided a material
  or transaction which he has an interest which is to his knowledge an atterlation of Sove as herem procession which he has an interest which is to me niters of other securities of
  interest otherwise than by virtue of interests in shares or other securited in of transaction while of interests in shares or debelitures of other of the counted in the counted in the quoried in the quorim at
  or otherwise in or through the Company. A D or otherwise in or through the Company. A Director chan Abbarred from voting.
  a meeting in relation to any resolution on which he is debarred from voting.
  • a meeting in relating in relation of some other material interest than is indicated below)
    has a titled to yote fand be counted in the quorum) in respect of any resolution c A Director shall (in the absence of some of some of needs of any is in the many in in the many in the many in the concerning
    be entitled by matters, namely: be entitled to lowing matters, namely:
    • any of the giving of any guarantee, security or Indemnity in respect of money lent or the giving of any guarantee, security or indemity in Tespose of the request of or for the
      obligations incurred by him or by any other person at the request of or for the
      t obligations incurred by nim of by any one
    • by the giving of any guarantee, security or indemnity in respect of a debt or obligation
      and the Gurreany or any, of its, subsidiary undertakings for which or by the giving of any guarantee, security or indemnity in respect of a himself has
      of the Company or any of its subsidiary undertakings for which he himself has the group of the company of its subsidiary undercakings for whiles of the common
      of the Company of any of its subsidiary in part under a guarantee or indemnity or by
      and of e the giving of security;
    • (c) the gropsed concerning an offer of securities of or by the Company or any of its
      ee and proposal concerning an which offer he is or may be entitled by in the last to any proposal concerning an offer of securities or or by the estably and of the local concerners as a
      subsidiary undertaking in which offer he is or may be entitled to to any proposed and in which offer he is or may be enciled to particulty of which he ls to
      holder of securities or in the underwriting or sub-underwriting of which he ls to participate;
    • (d) any contract, arrangement or transaction concerning any other as an officer or which he is interested, directly on indirectly and wheener as and whiler or otherwise howsever, provided that he docs hibe is and the more
      shareholder or otherwise howseening of sections 820 to 825 of the 2006 Act) in one Sharenous and within the meaning of sections 820 to che 2017 per central or
      hold an interest (within the meaning of sections and of such body corporate; not of more of any class of the equity share capital of of the relevant body corporate;
      of the voting rights available to members of the relevant body corporate;
    • of the voting right any contract, arrangement or transaction for the belieft on annover any Company of its subsidiary undertakings Which does not scheme relates;
    • Scheme Featus)
      any contract, arrangement or transaction concerning any insurance which the any contract, arrangement or transaction concerning any mBaranese (f) persons including Directors;
    • (g) the giving of an indemnity pursuant to Article 152; and

offices in relation to the Company or any such other body, fund, trust, scheme or arrangement.

94.3 Without prejudice to any other provisions of these Articles, the Directors may exercise all the powers of the Company to establish, maintain, and contribute to any scheme for encouraging or facilitating the holding of shares in the Company or in any connected company by or for the benefit of current or former directors of the Company or any connected company or any company otherwise allied or associated with the Company or connected company or the spouses, civil partners, former spouses, former civil partners, families, connections or dependants of any such persons and, in connection with any such scheme, to establish, maintain and contribute to a trust for the purpose of acquiring and holding shares in the Company or any connected company and to lend money to the trustees of any such trust or to any individual referred to above.

95. LOCAL BOARDS

The Directors may make such arrangements as they think fit for the management and transaction of the Company's affairs in the United Kingdom and elsewhere and may from time to time and at any time establish any local boards or agencies for managing any of the affairs of the Company in any specified locality, and may appoint any persons to be members of such local board, or any managers or agents, and may fix their remuneration. The Directors from time to time, and at any time, may delegate to any person so appointed any of the powers, authoritles, and discretions for the time being vested in the Directors (other than the powers of borrowing and of making calls), with power to subdelegate, and may authorise the members for the time being of any such local board, or any of them, to fill up any vacancies therein, and to act notwithstanding vacancies; and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit, and the Directors may at any time remove any person so appointed, and may annul or vary any such delegation.

ુહ્ન ATTORNEYS

The Company may from time to time and at any time by power of attorney or otherwise appoint any body corporate, firm or person or body of persons, to be the attorney or attorneys or agents of the Company for such purposes and with such powers, authorities and discretions and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointments may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Directors may think fit and may also authorise any such attorney or agent to sub-delegate all or any of the powers, authorities and discretions vested in him.

97. OFFICIAL SEAL

The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad and the powers conferred by the Statutes with regard to having an official seal for sealing securities and for sealing documents creating or evidencing securities, and such powers shall be vested in the Directors.

98. OVERSFAS BRANCH REGISTER

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

దిద్ద DIRECTORS' PERMITTED INTERESTS AND ENTITLEMENT TO VOTE

99.1 Subject to the provisions of the Statutes, a Director may hold any other office or place of profit with the Company, except that of Auditor, in conjunction with the office of Director

further or other adjustments (If any) as they think fit. Nevertheless for the purposes of this Article the Board may act in reliance on a bona fide estimate of the amount of the Adjusted Capital and Reserves at any time and if in consequence such limit is inadvertently exceeded an amount of moneys borrowed equal to the excess may be disregarded until the expiration of 60 days after the date on which (by reason of a determination of the Auditors or otherwise) the Board becomes aware that such a situation has or may have arisen.

92.5 In this Article "subsidiary undertaking" means a subsidiary undertaking of the Company which is required by the Statutes to be Included In consolidated group accounts.

Powers and Duties of DIRECTORS

Powers of company vested in The Directors 93.

The business of the Company shall be managed by the Directors, who may exercise all the powers of the Company subject, nevertheless, to the provisions of these Articles and of the Statutes, and to such directions as may be given by the Company in general meeting by special resolution, provided that no alteration of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if such alteration had not been made or such direction had not been given. The general powers conferred upon the Directors by this Article shall not be deemed to be abridged or restricted by any specific power conferred upon the Directors by any other Article.

PENSIONS, INSURANCE AND GRATUITIES FOR DIRECTORS AND OTHERS 94.

• 94.1 The Directors may exercise all the powers of the Company to give or award pensions, annuities, gratuities or other retirement, superannuation, death or disability allowances or benefits (whether or not similar to the foregoing) to (or to any person in respect of) any persons who are or have at any time been Directors of the Company or of any body corporate which is or was a subsidiary undertaking or a parent undertaking of the Company or another subsidiary undertaking of a parent undertaking of the Company or otherwise associated with the Company or any such body corporate, or a predecessor in business of the Company or any such body corporate, and to the spouses, civil partners, former spouses, former civil partners, children and other relatives and dependants of any such persons and may establish, maintain, support, subscribe to and contribute to all kinds of schemes, trusts and funds (whether contributory or non-contributory) for the benefit of such persons as are hereinbefore referred to or any of them or any class of them, and so that any Director or former Director shall be entitled to receive and retain for his own benefit any such pension, annuity, allowance or other benefit (whether under any such trust, fund or scheme or otherwise).

• 94.2 Without prejudice to any other provisions of these Articles, the Directors may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors of the Company, or of any other body (whether or not incorporated) which is or was its parent undertaking or subsidiary undertaking or another subsidiary undertaking of any such parent undertaking (together "Group Companies") or otherwise associated with the Company or any Group Company or in which the Company or any such Group Company has or had any interest, whether direct or indirect, or of any predecessor in business of any of the foregoing, or who are or were at any time trustees of (or directors of trustees of) any pension, superannuation or similar fund, trust or scheme or any employees' share scheme or other scheme or arrangement in which any employees of the Company or of any such other body are interested, including (without prejudice to the generality of the foregoing) insurance against any costs, charges, expenses, losses or liabilities suffered or incurred by such persons in respect of any act or omlssion in the actual or purported execution and/or discharge of their duties and/or the actual or purported exercise of their powers and discretions and/or otherwise in relation to or in connection with their dutles, powers or

• (a) the principal amount of all debentures of any Member of the Group which are not for the time being beneficially owned within the Group;

• the outstanding amount of acceptances (not being acceptances of trade bills in (b) respect of the purchase or sale of goods in the ordinary course of trading) by any Member of the Group or by any bank or accepting house under any acceptance credit opened on behalf of and in favour of any Member of the Group;
• (c) the nominal amount of any issued or paid up share capital (other than equity share capital) of any subsidiary undertaking of the Company not for the time being beneficially owned by other Members of the Group;
• (d) the nominal amount of any other issued and paid up share capital and the principal amount of any other debentures or other borrowed moneys (not being shares or debentures which or moneys borrowed the indebtedness in respect of which is for the time being beneficially owned within the Group) the redemption or repayment whereof is guaranteed or wholly or partly secured by any Member of the Group;
• (e) any fixed or minimum payable on final redemption or repayment of any debentures, share capital or other moneys borrowed falling to be taken into account;
  • (ii) any amounts borrowed by any Member of the Group from bankers or others for the purpose of financing any contract up to an amount not exceeding that part of the price receivable under such contract which is guaranteed or insured by the Export Credits Guarantee Department or other like institution carrying on a similar business shall be deemed not to be moneys borrowed;
  • (iii) moneys borrowed by a partly-owned subsidiary undertaking and not owing to another Member of the Group shall be taken into account subject to the exclusion of a proportion thereof equal to the minority proportion and moneys borrowed and owing to a partly-owned subsidiary undertaking by another Member of the Group shall be taken into account to the extent of a proportion thereof equal to the minority proportion; for the purposes aforesald "minority proportion" shall mean the proportion of the issued equity share capital of such partly-owned subsidiary undertaking which is not attributable to the Company; and
  • (iv) moneys borrowed of any Member of the Group expressed in or calculated by reference to a currency other than Sterling shall be translated into Sterling by reference to the rate of exchange used for the conversion of such currency in the latest audited balance sheet of the relevant Member of the Group or (if the relevant currency was not thereby involved) by reference to the rate of exchange or approximate rate of exchange ruling on such date and determined on such basis as the Auditors may determine or approve.
• 92.3 No person dealing with the Company or any of its subsidiary undertakings shall by reason of the foregoing provisions of this Article be concerned to see or enguire whether the said limit is observed, and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or recipient of the security had at the time when the debt was incurred or security given express notice that the said limit had been or would thereby be exceeded.
• 92.4 A certificate or report by the Auditors as to the Adjusted Capital and Reserves or the amount of moneys borrowed or secured or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times shall be conclusive evidence of such amount or fact for the purposes of this Article. For the purposes of their computation, the Auditors may at their discretion make such

standing to the credit of reserves of the Group (including any share premium account, capital redemption reserve and the amount standing to the credit of the profit and loss account but after deducting any deficit on the profit and loss account) all as shown by the latest audited Balance Sheet of the Group but adjusted as may be necessary in respect of any variation in the paid up share capital of the Company and the reserves of the Group (Including any share premium account, capita I redemption reserve and profit and loss account) since the date of such Balance Sheet and :-

• (i) making such adjustments as may be appropriate in respect of any variation in the amount of such paid up share capital or any such capital reserves subsequent to the relevant balance sheet date; and so that for the purpose of making such adjustments, if any issue or proposed issue of shares by the Company for cash has been underwritten, then such shares shall be deemed to have been issued and the amount (including any premium) of the subscription moneys payable in respect thereof (not being moneys payable later than 6 months after the date of allotment) shall, to the extent so underwritten, be deemed to have been paid up on the date when the issue of such shares was underwritten (or, if such underwriting was conditional, on the date when it became unconditional);
• (if) or other distributions declared, recommended, paid or made by the Company or its subsidiary undertakings (otherwise than attributable directly or indirectly to the Company) out of profits earned up to and including the date of the latest audited balance sheet of the Company or its subsidiaries (as the case may be) to the extent that such distribution is not provided for in such balance sheet;
• (ii) making such adjustments as may be appropriate in respect of any variation in the interests of the Company in its subsidiary undertakings since the date of the latest audited balance sheet of the Company;
• (iv) if the calculation is required for the purposes of or in connection with a transaction under or in connection with which any company is to become or cease to be a subsidiary undertaking, making such adjustments as would be appropriate if such transaction had been carried into effect;
• (v) excluding minority interests in subsidiary undertakings;
• (vi) excluding any amount for goodwill or other intangible assets (not being an amount representing part of the cost of an acquisition of shares or other property) incorporated as an asset in the audited balance sheet;
• (vil) after making such other adjustments (if any) as the Auditors consider appropriate

Provided that no such sanction shall be required for the borrowing of any sum of money applied or intended to be applied within six months of the date of borrowing in the repayment (with or without premium) of any monies then already borrowed and remaining undischarged notwithstanding that the same may result in the said limit being exceeded: Provided further that for the purpose of the said limit .-

(i) Subject as hereinafter provided, there shall be deemed to have been borrowed and to be outstanding as moneys borrowed of the relevant Member of the Group (to the extent that the same would not otherwise fall to be taken into account) :-

any approval required) shall (unless the Directors agree otherwise) only take effect upon receipt of such written appointment or removal at the Office or at a meeting of the Directors or in the case of an appointment or removal in electronic form, at such address (If any) specified by the Company for that purpose. An alternate Director shall not be required to hold any shares in the capital of the Company and shall not be counted in reckoning the maximum and minimum numbers of Directors allowed or required by Article 84.

• 91.2 An alternate Director so appointed shall not be entitled as such to receive any remuneration from the Company except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but shall otherwise be subject to the provisions of these Articles with respect to Directors. An alternate Director shall during his appointment be an officer of the Company and shall alone be responsible to the Company for his own acts and defaults and shall not be deemed to be an agent of his appointor.
• 91.3 An alternate Director shall be entitled (subject to his giving to the Company either an address within the United Kingdom or an address for the purpose of sending or receiving documents or information by electronic means at which notices may be served upon him) to receive notices of all meetings of the Directors and of any committee of the Directors of which his appointor is a member, and shall be entitled to attend and vote as a Director at any such meeting at which his appointor is not personally present and generally In the absence of his appointor to perform and exercise all functions, rights, powers and dutles as Director of his appointor.
• 91.4 The appointment of an alternate Director shall automatically determine on the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointor shall cease for any reason to be a Director otherwise than by retiring and being re-appointed at the same meeting.
• 91.5 A Director or any other person may act as alternate Director to represent more than one Director and an alternate Director shall be entitled at meetings of the Directors or any committee of the Directors to one vote for every Director whom he represents in addition to his own vote (if any) as a Director, but he shall count as only one for the purpose of determining whether a quorum is present.

BORROWING POWERS

92. DIRECTORS' BORROWING POWERS AND RESTRICTIONS ON BORROWING

• 92.1 Subject as hereinafter provided, the Directors on behalf of the Company may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof and (subject to the provisions of the Statutes regarding authority to allot debentures convertible into shares) to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
• 92.2 The Directors shall restrict the borrowings of the Company and exercise and other rights or 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 in so far as by the exercise of such rights or powers of control the Board can secure) that the aggregate amount for the time being remaining outstanding of all monies borrowed by the Group (which expression in this Article means the Company and its subsidiary undertakings for the time being) and owing to persons outside the Group shall not at any time without the previous sanction of an Ordinary Resolution of the Company exceed a sum equal to three times the aggregate of the Adjusted Capital and Reserves. For the purposes of this Article the "Adjusted Capital and Reserves" shall mean the amount paid up on the issued share capital for the time being of the Company and the amounts

DIRECTORS' SHAREHOLDING QUALIFICATION 85.

A Director shall not be required to hold any shares in the capital of the Company. A Director who is not a Member shall nevertheless be entitled to receive notice of and attend and speak at all general meetings of the Company and all separate general meetings of the holders of any class of shares in the capital of the Company.

AGE OF DIRECTORS 86.

There shall not be an age limit for Directors.

OTHER INTERESTS OF DIRECTORS 87.

Subject to the provisions of the Statutes, a Director of the Company may be or continue as or become a director or other officer, employee or member of, or a party to any contract, transaction or arrangement with, or otherwise interested in, any body corporate in which the Company may be (directly or indirectly) interested as shareholder or otherwise or any parent undertaking or subsidiary undertaking of any parent undertaking of the Company, and no such Director shall, by reason of his office, be accountable to the Company for any remuneration or other benefits which derive from any such office or employment or from any contract, transaction or arrangement with, or from his membership or interest in, such other body corporate or undertaking. No such office, employment, contract, transaction or arrangement or interest shall be liable to be avoided on the ground of any such interest or benefit.

DIRECTORS' FEES 88.

The Directors shall be paid out of the funds of the Company by way of fees for their services as Directors such sums (if any) as the Directors may from time to time determine (not exceeding in the aggregate an annual sum paid to each Director (excluding amounts payable under any other provision of these Articles) of £150,000 or such larger amount as the Company may by ordinary resolution determine) and such remuneration shall be divided between the Directors as they shall agree or, failing agreement, equally. Such remuneration shall be deemed to accrue from day to day.

DIRECTORS EXPENSES 80.

The Directors may also be paid all reasonable travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or of the holders of any class of shares or debentures of the Company or otherwise in connection with the business of the Company.

90. ADDITIONAL REMUNERATION

Any Director who is appointed to any executive office or who serves on any committee or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary dutles of a Director, may be paid such extra remuneration by way of salary, percentage of profits or otherwise as the Directors may determine.

ALTERNATE DIRECTORS

al TERNATE BIDETTORS 01

91.1 Each Director shall have the power at any time to appoint as an alternate Director either (1) another Director or (i) any other person approved for that purpose by a resolution of the Directors, and, at any time, to terminate such appointment. Every appointment and removal of an alternate Director shall be in writing signed by the appointor and (subject to