TOWER RESOURCES PLC — Proxy Solicitation & Information Statement 2018

Aug 22, 2018

WENTWORTH RESOURCES LIMITED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR – SOLICITATION OF PROXIES

21 August 2018

These materials are important and require your immediate attention. They require shareholders of Wentworth Resources Limited (the "Company") to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisors. If you have any questions or require more information with regard to voting your shares of the Company, please contact Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by email at CAGtrustees@linkgroup.co.uk.

	NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 8
	FORWARD LOOKING INFORMATION 9
	PART I – VOTING 9
1.	SOLICITATION OF PROXIES 9
2.	SHAREHOLDERS ELIGIBLE TO VOTE AT THE MEETING 9
3.	NOTICE TO SHAREHOLDERS10
4.	VOTING BY PROXY FOR REGISTERED SHAREHOLDERS11
5.	VOTING DIRECTIONS FOR NON-REGISTERED DI SHAREHOLDERS 12
6.	NOTICE-AND-ACCESS 14
7.	VOTING SHARES AND PRINCIPAL HOLDERS THEREOF14
	PART II – APPROVAL OF THE RESOLUTIONS 15
1.	PROCEDURE FOR THE CONTINUANCE 15
2.	EFFECT OF THE CONTINUANCE 16
3.	REASONS FOR THE CONTINUANCE AND DELISTING17
4.	THE DELISTING18
5.	SHARE AUTHORITY RESOLUTIONS20
6.	COMPARISON BETWEEN ALBERTA AND JERSEY CORPORATE LAW20
7.	OTHER IMPLICATIONS OF THE CONTINUANCE AFFECTING THE COMPANY AND SECURITYHOLDERS 28
8.	SECURITIES MATTERS34
9.	CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 34
10.	CERTAIN NORWEGIAN TAX CONSIDERATIONS 37
11.	CERTAIN UK TAX CONSIDERATIONS38

12.	RISK FACTORS41
13.	RIGHTS OF DISSENT TO THE CONTINUANCE43
14.	SHAREHOLDER APPROVAL OF THE CONTINUANCE RESOLUTION 44
15.	SHAREHOLDER APPROVAL OF THE DELISTING RESOLUTION44
16.	SHAREHOLDER APPROVAL OF THE SHARE AUTHORITY RESOLUTIONS 44
17.	RECOMMENDATION OF THE BOARD 45
	PART III – MISCELLANEOUS 45
	SCHEDULE A – SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION 47
	SCHEDULE B – MEMORANDUM AND ARTICLES OF ASSOCIATION 57
	SCHEDULE C – CONTINUANCE RESOLUTION 135
	SCHEDULE D – DELISTING RESOLUTION 136
	SCHEDULE E –SHARE CAPITAL RESOLUTIONS 137
	SCHEDULE F – DISSENT RIGHTS 138
	SCHEDULE G – TRANSLATION OF SECTION 4 (THE DELISTING) AND SCHEDULE E (DELISTING RESOLUTION) 141

TIMETABLE OF EVENTS

Publication of the Circular and accompanying Shareholder Materials	22 August 2018
Record Date for mailing to Shareholders and to vote at the Special Meeting	21 August 2018
Mailing of proxy-related-materials to Shareholders	22 August 2018
Latest time and date for receipt of VPS Interest Holders' completed VPS Forms of Proxy for the Special Meeting	10.00 a.m. on 26 September 2018
Latest time and date for receipt of DI Holders' completed Forms of Direction and receipt of electronic proxy appointments via the CREST system for the Special Meeting	10.00 a.m. on 27 September 2018
Latest time and date for receipt of Registered Shareholders' completed Forms of Proxy for the Special Meeting	10.00 a.m. on 28 September 2018
Date and time of Special Meeting	10.00 a.m. on 2 October 2018
Announcement of results of Special Meeting	2 October 2018
Continuance expected to take effect	October 2018

CHAIRMAN'S LETTER TO SHAREHOLDERS OF WENTWORTH RESOURCES LIMITED

21 August 2018

Dear Shareholder,

SPECIAL MEETING WITH RESPECT TO PROPOSED CONTINUANCE AND DELISTING FROM OSLO BØRS

1. Introduction

This letter accompanies the Management Information Circular and notice of special meeting (the "Notice of Special Meeting") of the shareholders of Wentworth Resources Limited ("Wentworth" or the "Company"). By virtue of the Notice of Special Meeting you are invited to attend a special meeting of the shareholders of Wentworth (the "Special Meeting") which is to be held on 2 October 2018 at 10.00am at the offices of FTI Consulting 200 Aldersgate, Aldersgate Street London, EC1A 4HD, United Kingdom.

At the meeting you will be asked to consider and, if deemed advisable, approve special resolutions authorising Wentworth to apply for the discontinuance of the Company under the relevant legislation of Alberta, Canada so that it is no longer governed by the Business Corporations Act (Alberta) and to continue the Company to be a company governed by the laws of Jersey, Channel Islands (the "Continuance"), to approve the application by the Company to Oslo Børs for the delisting of the Company's shares from trading on the Oslo Børs (the "Delisting"), as well as certain related resolutions.

2. Background to and reasons for the proposed Continuance and Delisting

On 16 November 2017, the Company announced that it was undertaking a restructuring process to better align its corporate and management structures with its shareholders and asset base in Africa, to increase management efficiencies and reduce certain costs. At the time, Wentworth was incorporated under the laws of the Province of Alberta, Canada, its assets were in East Africa, its executive management was based in Canada and it had stock market listings in Norway and the UK. This led to a disproportionate amount of management time and cost incurred dealing with the practical consequences of a multijurisdictional group structure and dual-listed entity compared to companies of similar size.

The primary reasons for the proposed redomicile and Delisting, include the need for:

• increased management efficiencies and reduction in corporate complexity;
• reduction in certain operational, regulatory burdens and overhead / compliance costs;
• improved access to our Institutional investors;
• closer proximity and to be in a similar time zone to the Company's asset base;
• direct access to the London M&A market;
• benefitting from the presence of established E&P sector research coverage in London; and
• create a simpler transactional platform for growth initiatives.

The first step in addressing these transitional issues was the appointment of a UK based executive management team in Eskil Jersing and Katherine Roe as Chief Executive Officer and Chief Financial Officer respectively, to take the Company forward.

3. The Continuance

All principal operations of the Company are outside of Canada. In addition, the Company has a minimal number of Canadian shareholders. As part of a package of measures to focus management time on the Company's assets and reduce cost and inefficiency, the Company desires to redomicile to Jersey. Save for the appointment by the board of directors (the "Board") of the Proposed Directors (as defined in Part II paragraph 2.5) whose appointment is conditional upon the completion of the Continuance, the Board, current executive management and voting controls of the Company are expected to remain unchanged. The Continuance is expected to provide the Company with a number of benefits, including:

a) as Jersey is more conveniently located in relation to the Company's operations than Canada, it is expected there will be a reduction in the time and costs associated with international travel required to hold meetings of the Board and manage the Company's assets and maintain relationships with its JV partner;

• b) in the event the Company were to pay dividends, Canadian withholding tax applicable to dividends paid to Shareholders outside Canada will be eliminated;
• c) since the Company has no commercial connections to Canada, there is no reason for it to be domiciled there and thereby subject to Canadian income and capital gains taxes or for it to bear the compliance costs associated with being a Canadian taxpayer; and
• d) being subject to a UK corporate governance regime and the City Code on Takeovers and Mergers is expected to make the Company more attractive to UK institutional investors.

The Company's corporate strategy, as set out on the Company's website and in various presentations, will continue to apply post Continuance.

4. The Delisting

The Company was incorporated as Artumas Group Inc. in 2000 and was listed on the Oslo Børs and started trading in 2005. In 2010, the Company (as Artumas) purchased the entire issued share capital of Wentworth Resources Limited, a Cayman Islands incorporated cash shell. Artumas was renamed Wentworth Resources Limited in September 2010. The Company's shares were admitted to trading on AIM in October 2011. Through this time, Wentworth has not attracted meaningful institutional Norwegian shareholders nor any significant sell-side research coverage from Norwegian investment banks. All of the Company's significant shareholders and the majority of the Company's covering sell-side analysts are based outside of Norway. The Company has, over time, monitored the benefits of having its shares listed on Oslo Børs in addition to maintaining the Company's listing on AIM. Based on such review, the Board is of the view that being listed on Oslo Børs, in addition to the listing on AIM, has not resulted in the intended benefits for the shareholders. The Board is further of the view that any such benefits no longer outweigh the additional regulatory burdens and the costs associated with the listing on Oslo Børs.

At present, the Company is required to comply with both the Norwegian rules applicable to companies listed on Oslo Børs (e.g. relevant rules in the Norwegian Securities Trading Act and the Oslo Børs' continuing obligations of stock exchange listed companies) and the AIM Rules for Companies which differ in certain areas and accordingly impose additional regulatory burdens and increased compliance costs. These would be avoided if the Delisting were approved. For example, a company listed on Oslo Børs is required to publish a prospectus if it issues new shares representing 10 per cent or more of its existing issued share capital in a rolling 12 month period. Such a requirement may in certain circumstances inhibit the Company's ability to make acquisitions or issue new shares to raise funds. Given the evolution of strategy to a more acquisition-focused business model, this puts the Company at a competitive disadvantage when compared to other potential acquirers of assets that are not subject to the same requirement.

The cost of maintaining the Oslo Børs listing is a burden on the Company's financial resources and management time and is disproportionate to the benefits gained from the Oslo Børs listing, given the size of the Company. Financial costs include the annual listing fee payable to Oslo Børs, fees paid to the Company's Norwegian legal advisers and public relations advisers and fees paid to the Company's VPS registrar. The Directors are of the view that the Delisting will contribute significantly to the Company's cost-cutting initiatives as well as general operational efficiencies.

Conversely, the Directors believe that the AIM listing has enhanced Shareholder value by allowing the Company and its shareholders to both benefit from the presence of established E&P sector research coverage and given the Company improved access to UK institutional investors. Additionally, the market for small cap E&P companies with international assets beyond the North Sea is significantly more developed on AIM, when compared to Oslo Børs. The Directors believe that given the Company's size, stage of development and strategy, it is more appropriate and more beneficial for it to continue to be listed on AIM rather than on Oslo Børs.

Based on the above, the Directors are of the view that a Delisting from Oslo Børs will be in the best interests of the Company.

5. Special Meeting and action to be taken

As referred to above you are invited to attend the Special Meeting on 2 October 2018 to cast your votes in relation to the resolutions proposed at the Special Meeting. If you are unable to attend the Special Meeting in person please refer to Part I of the Management Information Circular attached in relation to your rights to ensure your vote is cast by other means. The Board and I look forward to welcoming you at the Special Meeting.

6. Recommendation

The accompanying Notice of Special Meeting and Management Information Circular provide a more detailed description of the Continuance and the Delisting and include certain additional information to assist you in considering how to vote on the special and ordinary resolutions proposed. You are urged to read this information carefully.

The Board recommends that you vote in favour of the resolutions proposed at the Special Meeting and can confirm that each of the members of the Board who hold shares in the Company have entered into irrevocable undertakings to vote in favour of the resolutions proposed.

Yours truly

Bob McBean Chairman

WENTWORTH RESOURCES LIMITED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the shareholders ("Shareholders") of Wentworth Resources Limited (the "Company") will be held on 2 October 2018 at 10.00am at the offices of FTI Consulting 200 Aldersgate, Aldersgate Street London, EC1A 4HD, United Kingdom.

The purpose of the Meeting is to consider and, if deemed advisable, pass, with or without variation, various ordinary and special resolutions, the full text of which is set out in the accompanying management information circular (the "Information Circular"), to approve, among other things, the continuance (the "Continuance") of the Company into Jersey, Channel Islands, pursuant to the provisions of the Companies (Jersey) Law 1991 (as amended), to adopt new charter documents of the Company upon the Continuance, which shall include amendments to the existing charter documents of the Company including a change of the Company's name to "Wentworth Resources Plc", the making of an application to Oslo Børs to delist the Company's Common Shares (in the form of registered beneficial interests (deposit rights)) from Oslo Børs (the "Delisting") as well as certain share capital authorizations.

Shareholders should refer to the accompanying Information Circular for further information with respect to the proposed resolutions set out above, the other matters to be considered at the Meeting and for other information relating to the Company.

Only registered Shareholders of record at the close of business on 21 August 2018 (the "Record Date") will be entitled to receive notice of and to vote at the Meeting or any adjournment thereof. If after the Record Date, a registered holder of record transfers common shares in the capital of the Company ("Common Shares") and the transferee, upon establishing ownership of the Common Shares, demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote, then such transferee shall be entitled to vote such Common Shares at the Meeting.

Registered Shareholders may vote in person at the Meeting or any adjournment(s) thereof, or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place. Registered Shareholders who are unable to attend the Meeting in person are requested to complete and sign the form of proxy ("Form of Proxy") sent to Shareholders and to deposit it with the Company's registrar and transfer agent, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, at least 48 hours (excluding Saturdays, Sundays and holidays in Alberta, Canada) prior to the time of the Meeting, or any adjournment(s) thereof, in order for it to be valid and acted upon at the Meeting.

Non-registered Shareholders or Shareholders that hold their shares in the name of a "nominee", such as a bank, trust company, securities broker or other financial institution, must seek instructions from their nominee as to how to complete their Form of Proxy and vote their shares. Non-registered Shareholders will have received the accompanying Information Circular in a mailing from their nominee, together with the appropriate Form of Proxy or voting instruction form. It is important that nonregistered Shareholders adhere to the voting instructions provided to them by their nominee.

DATED as of the 22nd of August 2018

By order of the Board of Directors WENTWORTH RESOURCES LIMITED

Robert P. McBean Chairman of the Board On behalf of the Board of Directors

WENTWORTH RESOURCES LIMITED

MANAGEMENT INFORMATION CIRCULAR

FORWARD LOOKING INFORMATION

This management information circular (the "Information Circular") contains "forward-looking information" within the meaning of Canadian securities laws, which may include, but is not limited to, statements relating to the possible receipt of a letter of approval to complete the Continuance (as defined below) and a Certificate of Discontinuance (as defined below) from the ABCA Registrar (as defined below), the possible receipt of a Certificate of Continuance (as defined below) from the Jersey Registrar (as defined below) and the possible acceptance by Oslo Børs of an application by the Company to delist the Common Shares from Oslo Børs. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including the risk that the ABCA Registrar will not issue a letter of approval to complete the Continuance and the risk that the Jersey Registrar will not issue a Certificate of Continuance and the risk that Oslo Børs will not accept the Company's application to delist the Common Shares.

Although the Company believes that the assumptions inherent in forward-looking statements are reasonable, any forwardlooking information in this Information Circular represents the Company's views as of the date of this Information Circular and such information should not be relied upon as representing the Company's views as of any date subsequent to the date of this Information Circular. There can be no assurance that any forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on any such forward-looking information. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

PART I – VOTING

1. SOLICITATION OF PROXIES

This Information Circular is provided in connection with the solicitation of proxies to be used at the special meeting of shareholders ("Shareholders") of Wentworth Resources Limited (the "Company" or "Wentworth") to be held on 2 October 2018 at 10.00am at the offices of FTI Consulting 200 Aldersgate, Aldersgate Street London, EC1A 4HD, United Kingdom or at any adjournment thereof (the "Meeting") for the purposes set forth in the Company's notice of special meeting dated as of 22 August 2018 (the "Notice of Meeting").

• 1.1. The enclosed proxy is being solicited by the management of the Company. The solicitation is being made primarily by mail, but proxies may also be solicited by telephone, by facsimile, by the internet, by advertisement or by other personal contact by directors, officers and other employees of the Company. The entire cost of the solicitation will be borne by the Company.
• 1.2. This Information Circular is prepared in accordance with the Business Corporations Act (Alberta) ("ABCA") including the regulations thereunder, the corporate statute that governs the Company as a result of being incorporated pursuant to the laws of the Province of Alberta, Canada. Consequently, the content of this Information Circular may be different from other companies that have their primary listing on the Oslo Stock Exchange ("Oslo Børs"). The common shares in the capital of the Company ("Common Shares") are also admitted to trading on the AIM Market of the London Stock Exchange ("AIM"). The Company has also reported in accordance with the Norwegian Code of Practice for Corporate Governance of October 30, 2014 and the UK Corporate Governance Guidelines for Smaller Quoted Companies (published by the Quoted Companies Alliance, from time to time) (the "QCA Corporate Governance Code").
• 1.3. Unless otherwise indicated, the information contained in this Information Circular is given as at 21 August 2018.

2. SHAREHOLDERS ELIGIBLE TO VOTE AT THE MEETING

2.1. The Company has established a record date of 21 August 2018 (the "Record Date") for persons entitled to receive notice of and to vote at the Meeting, and only registered Shareholders of record as of the close of business on the Record Date are entitled to receive notice of and to vote their Common Shares at the Meeting unless a registered Shareholder of record transfers Common Shares and the transferee, upon establishing ownership of the Common Shares, demands, not later than 10 days before the Meeting, that the transferee be included on the list of Shareholders entitled to vote such Common Shares at the Meeting. See also "Voting Shares and Principal Holders Thereof" and "Voting by Proxy for Registered Shareholders" below.

2.2. A significant number of persons who beneficially own Common Shares hold such Common Shares as depository interests ("DIs") in a brokerage account or through some other intermediary, or as VPS Interests through the VPS Registrar (as defined below). In almost all cases, a person whose Common Shares are held as DIs, through a broker or other intermediary, or as VPS Interests through the VPS Registrar, will not be considered a registered Shareholder. DI Shareholders (as defined below) should note that only proxies deposited by registered Shareholders (i.e., Shareholders whose names appear on the records of the Company on the Record Date as holders of Common Shares) will be recognized and acted upon at the Meeting. DI Shareholders should therefore ensure that instructions regarding the voting of their Common Shares are properly communicated to the appropriate person (i.e. registered Shareholders) well in advance of the Meeting. See "Voting Directions for Non-Registered DI Shareholders" below.

3. NOTICE TO SHAREHOLDERS

The Common Shares of Wentworth are listed on AIM in the form of DIs and the Oslo Børs in the form of VPS Interests. A description of the current arrangements for the trading of the Company's securities is set out in paragraphs 3.1 and 3.2 below.

3.1. AIM

• 3.1.1.Trades in the securities, including the Common Shares, quoted on AIM must be settled in the first instance in the CREST settlement system ("CREST") maintained by Euroclear UK and Ireland ("Euroclear"). The CREST settlement system is a system that allows securities to be transferred electronically in dematerialized form from one person's CREST account to another without the need to use share certificates or written instruments of transfer.
• 3.1.2.Securities issued by the Company cannot currently be held or transferred in CREST. Therefore, in order to enable investors to hold and transfer such securities through CREST, any CREST member must request to have their holding dematerialized and hold the relevant securities as DIs representing the underlying securities, which are then held in trust for the holders of the DIs. The DIs are issued and administered by Link Market Services Trustees Limited (the "Depository"), which provides a DI facility and other registration services to the Company.
• 3.1.3.CREST is a voluntary system and holders of Common Shares who wish to receive and retain share certificates are able to do so. No temporary documents of title will be issued by the Company. The Common Shares have not themselves been admitted to CREST. Instead, the Depository issues DIs in respect of the underlying Common Shares. The DIs representing the underlying Common Shares are independent securities constituted under English law and capable of being held and transferred through CREST. The DIs have the same ISIN as the underlying Common Shares and do not require a separate listing on AIM.
• 3.1.4.In the case of Common Shares held in uncertificated form as DIs, the Depository is responsible for keeping the records of such holdings, and reports to the Company from time to time.
• 3.1.5.The Common Shares traded on AIM (through DIs) can be transferred to the Oslo Børs and into VPS Interests (as defined below) and vice versa. Shareholders wishing to transfer Common Shares from DIs to the VPS can currently do so through their broker. Movements from the VPS to trading on AIM as DIs can also be made in this manner. In such a way, the Common Shares can be traded on the Oslo Børs or AIM, irrespective of the jurisdiction in which the investor is based. However, it should be noted that if cross border delivery is required this may slow down the settlement time so investors are advised to discuss this with their broker at the time any trade is placed.
• 3.1.6.Assuming that the Continuance Resolution (as further described in Part II Approval of the Resolutions of this Information Circular) is approved with the required majority by the Shareholders at the Meeting, it is intended that the Shares in the Company, following the effective date of the Continuance, will be registered directly in CREST and that Shareholders who at the relevant point in time hold their Common Shares in the form of DIs going forward will hold Shares in CREST rather than DIs. As such, following the effective date of the Continuance, the Depository agreements are intended to be terminated and DIs held in CREST will be substituted with Shares.
• 3.1.7 For a description of the process for transfers of Common Shares between the VPS Register (as defined in paragraph 3.2.1 below) and CREST in the event the contemplated delisting of the Common Shares from Oslo Børs is completed, reference is made to the description of the delisting in Part II – Approval of the Resolutions of this Information Circular.

3.2. Oslo Børs

• 3.2.1.The Common Shares are also listed on the Oslo Børs and are registered with the Norwegian Central Securities Depository, also known as "Verdipapirsentralen" ("VPS"), a Norwegian corporation operating a computerized bookbased entry system in which ownership, encumbrances and transactions related to securities listed on the Oslo Børs are recorded ("VPS Register"). A requirement of being listed on the Oslo Børs is that a record of the ownership of the Common Shares traded on the Oslo Børs must be registered with the VPS. Nordea Bank AB (publ.), filial I Norge (the "VPS Registrar") is the registrar of the Company in accordance with the terms set out in a registrar agreement entered into between the Company and the VPS Registrar.
• 3.2.2.In order that Common Shares traded on the Oslo Børs can be more easily transferred between the Oslo Børs and AIM (as referred to above), the VPS Registrar is registered as the holder of DIs (representing Common Shares) in aggregate equivalent to the amount of the Common Shares traded on the Oslo Børs. Neither the Common Shares nor the DIs themselves are traded on the Oslo Børs and the VPS Registrar instead registers beneficial interests (deposit rights) in the Common Shares in VPS ("VPS Interests") for the purposes of such VPS Interests (themselves representing Common Shares) being traded on the Oslo Børs. The VPS Registrar holds the DIs as nominee on behalf of each beneficial holder of the underlying Common Shares. The VPS Registrar registers each Shareholder's ownership of Common Shares traded as VPS Interests on the Oslo Børs in each such Shareholder's VPS account. Each Shareholder's ownership rights in respect of the underlying Common Share represented by each VPS Interest will be registered in the VPS under the category of a "share" and the relevant Shareholder's ownership of the VPS Interest will be listed and traded on the Oslo Børs. Each VPS Interest registered with the VPS will evidence the relevant holder's beneficial ownership of one Common Share.
• 3.2.3.The Common Shares held on the VPS Register, which remain listed and traded on the Oslo Børs, may be transferred into DIs held through CREST and vice versa. Shareholders wishing to transfer Common Shares from the VPS Register to a DI can do so through their broker. Movements from CREST to the VPS Register can also be made.
• 3.2.4.For a description of the process for transfers of Common Shares between the VPS Register and CREST in the event the contemplated delisting of the Common Shares from Oslo Børs is completed, reference is made to the description of the delisting in Part II – Approval of the Resolutions of this Information Circular.

4. VOTING BY PROXY FOR REGISTERED SHAREHOLDERS

The following instructions are for registered Shareholders only. Only registered Shareholders or their duly appointed proxyholders are permitted to vote at the Meeting.

Each registered Shareholder must complete and submit a form of proxy ("Form of Proxy"), a copy of which will be sent to each registered Shareholder, to vote their Common Shares no later than 48 hours (excluding Saturdays, Sundays and holidays in Alberta, Canada) prior to the time of the Meeting, or any adjournment(s) thereof.

4.1. Appointment and Revocation of Proxies

• 4.1.1.The persons named in the Form of Proxy are officers and/or directors of the Company ("Management Designees"). A registered Shareholder submitting a proxy has the right to appoint a person (who need not be a Shareholder) to represent the Shareholder at the Meeting other than the Management Designees designated in the Form of Proxy furnished by the Company. To exercise this right, the Shareholder must cross out the names of the Management Designees and legibly insert the name of the desired representative in the blank space provided in the Form of Proxy or by submitting another appropriate proxy. To be effective, and acted upon, a properly executed and completed Form of Proxy must be deposited with Link Asset Services ("Link"), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 10:00 a.m. (BST) on 28 September 2018, being 48 hours (excluding Saturdays, Sundays and holidays in Alberta, Canada) prior to the time of the Meeting, or at least 48 hours prior to any adjournment(s) thereof (excluding Saturdays, Sundays and holidays in Alberta, Canada and / or the United Kingdom). The Form of Proxy must be in writing and must be executed by the Shareholder or the Shareholder's attorney authorized in writing, or, if the Shareholder is a corporation, under its corporate seal, by an officer or attorney, authorized in writing. A proxy signed by a person acting as attorney, executor, administrator, trustee or in some other representative capacity must, in the space provided in the Form of Proxy, indicate his or her capacity to act and must provide evidence of his or her qualification and authority to act. If you return the Form of Proxy to Link and have left the line for the proxyholder's name blank, then the Chairman (or his alternate) will automatically become your proxy holder.
• 4.1.2.A registered Shareholder that has given a proxy may revoke it by (a) depositing an instrument in writing executed by

the Shareholder or by the Shareholder's attorney authorized in writing at (i) the registered office of the Company at any time up to and including the day before the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, prior to commencement; or (b) in any other manner permitted by law. If the Shareholder is a corporation, a revoked proxy must be effected in its name under the corporate seal or by an officer or attorney of the corporation.

4.2. Exercise of Discretion by Proxy Holder

• 4.2.1.All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for, and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. IN THE ABSENCE OF ANY SUCH DIRECTION, SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF THE MATTERS SET OUT IN THE NOTICE OF MEETING HEREIN. The Form of Proxy also confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting.
• 4.2.2.At the time of printing this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any such matter or if any amendments to, or variations of, the matters identified in the Notice of Meeting should properly come before the Meeting, proxies received pursuant to this solicitation will be voted on such matters, amendments or variations in accordance with the best judgement of the persons voting the proxy.

5. VOTING DIRECTIONS FOR NON-REGISTERED DI SHAREHOLDERS

5.1. Holders of DIs, holders of VPS Interests and holders of Common Shares held through a broker or nominee ("DI Shareholders").

A. DI Shareholders who hold their Common Shares through the Depository as at the Record Date

• 5.1.1.Holders of DIs can direct the Depository how to vote their shares or abstain from voting by completing, signing and returning the enclosed Form of Direction for use at the Meeting which is enclosed with this Information Circular (the "Form of Direction"). To be valid, the Form of Direction must be filled out, correctly signed (exactly as your name appears on the Register of DIs), and delivered to Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom, by 10:00 a.m. (BST) on 27 September 2018, or 72 hours prior to any reconvened Meeting in the event of an adjournment of the Meeting (excluding Saturdays, Sundays and holidays in Alberta, Canada and / or the United Kingdom). The Depository will then vote or abstain from voting on the holders of DIs' behalf at the Meeting, as instructed in the Form of Direction.
• 5.1.2.DI holders wishing to attend the Meeting should contact the Depository at Link Market Services Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by email at CAGtrustees@linkgroup.co.uk by no later than 10:00 a.m. (BST) on 27 September 2018 to request a Letter of Representation.
• 5.1.3.Alternatively, holders of DIs can vote using the CREST electronic proxy voting service by using the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for an instruction made by means of CREST to be valid, the appropriate CREST message must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST manual. The message must, in order to be valid, be transmitted so as to be received by the issuer's agent, Link (CREST Participant ID RA10) by 10:00 a.m. (BST) on 27 September 2018 being 72 hours before the Meeting (excluding Saturdays, Sundays and holidays in Alberta, Canada and / or the United Kingdom). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
• 5.1.4.CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of a proxy appointment or instruction made by means of CREST, having been properly authenticated in accordance with Euroclear's specifications, containing all information required

for such instructions (a "CREST Proxy Instruction"). It is therefore the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

5.1.5.The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the United Kingdom Uncertificated Securities Regulations 2001.

B. DI Shareholders who hold VPS Interests

Holders of VPS Interests must, in order to vote their Common Shares, complete and submit a form of proxy ("VPS Form of Proxy"), a copy of which will be sent to each holder of VPS Interests, to the VPS Registrar, Nordea Bank AB (publ.), filial i Norge, Attn: Issuer Services, P.O. Box 1166 Sentrum, N–0107, Oslo, Norway, to vote their Common Shares no later than 10:00 a.m. (BST) / 11:00 a.m. (CEST) on 26 September 2018, or at least 96 hours (excluding Saturdays, Sundays and holidays in Norway and / or Alberta, Canada) prior to any reconvened Meeting in the event of an adjournment of the Meeting. The VPS Registrar will then vote or abstain from voting on behalf of the relevant holder of VPS Interests at the Meeting, as instructed in the VPS Form of Proxy. VPS Forms of Proxy may also be submitted prior to the above deadline by email to nis@nordea.com or by fax to +47 24 01 34 62.

C. DI Shareholders who hold their Common Shares through a broker or a nominee

If Common Shares are beneficially held through a broker or nominee, these DI Shareholders are not entitled to vote in person or by proxy at the Meeting. Instead these DI Shareholders must give their voting instructions to their broker or nominee. Each broker or nominee should solicit from their customers, directions on how to vote the Common Shares, and the broker or nominee (if applicable) must then vote such Common Shares in accordance with those instructions (whether through the Depository or otherwise). The broker or nominee will give the DI Shareholders directions on how to instruct the broker or nominee to vote their shares. The broker or nominee will not be able to vote the DI Shareholders' Common Shares unless the broker or nominee receives appropriate instructions from the DI Shareholders.

5.2. Revoking Voting Instructions

• 5.2.1.If the holders of Common Shares want to revoke voting instructions, in the case of Shareholders holding their Common Shares beneficially through the Depository, voting instructions may be revoked prior to its exercise by:
• (a) giving written notice of the revocation to Link; or
• (b) properly completing and executing a later-dated voting instruction and delivering it to Link, by 10:00 a.m. (BST) on 27 September 2018, being 72 hours before the Meeting, or at least 72 hours (excluding Saturdays, Sundays and holidays in Alberta, Canada and / or the United Kingdom) prior to any reconvened Meeting in the event of an adjournment or postponement of the Meeting.
• 5.2.2.If the holders of Common Shares want to revoke voting instructions, in the case of Shareholders holding their Common Shares beneficially through the VPS Interests, voting instructions may be revoked prior to its exercise by:
• (a) giving written notice of the revocation to the VPS Registrar; or
• (b) properly completing and executing a later-dated VPS Form of Proxy and delivering it to the VPS Registrar at Nordea Bank AB (publ.), filial I Norge, Attn: Issuer Services, P.O. Box 1166 Sentrum, N–0107, Oslo, Norway, or sending it by fax to +47 24 01 34 62 or via email to nis@nordea.com, so that it is received by 10:00 a.m. (BST) / 11:00 a.m. (CEST) on 26 September 2018, being 96 hours before the Meeting, or at least 96 hours (excluding Saturdays, Sundays and holidays in Norway and / or Alberta, Canada) prior to any reconvened Meeting in the event of an adjournment or postponement of the Meeting.
• 5.2.3.If the holders of Common Shares want to revoke voting instructions, in the case of Shareholders holding their Common Shares beneficially through a broker or nominee, voting instructions may be revoked prior to its exercise by following the procedure provided by the broker to change those voting instructions.

6. NOTICE-AND-ACCESS

• 6.1. Although the Company is not a reporting issuer under Canadian securities laws, the Company has elected to use a noticeand-access model to send proxy-related materials to Shareholders (DI Shareholders as well as registered Shareholders) for this Meeting similar to the approach provided for reporting issuers under National Instrument 54-101 – Communication with Beneficial Owners of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations ("Notice-and-Access"). Notice-and-Access is a new set of rules developed by the Canadian Securities Administrators that reduces the volume of materials that must be physically mailed to Shareholders by allowing a reporting issuer to post its Information Circular and any additional materials online.
• 6.2. Shareholders will still receive a notification of this Meeting and the associated proxy documentation and may choose to receive a hard copy of the Information Circular. The Company will not use procedures known as 'stratification' in relation to the use of Notice-and-Access. Stratification occurs when an issuer using Notice-and-Access provides a paper copy of its Information Circular to some shareholders only with the notice package.

7. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

• 7.1. The Company was incorporated under the name Artumas Group Inc. pursuant to the ABCA on August 8, 2000. Since its incorporation, the Company has amended its articles of incorporation filed with the Alberta Registrar of Corporations as follows: (i) on July 11, 2003, the issued and outstanding Common Shares were divided on a 1:10,000 basis; (ii) on March 10, 2004, the restriction on the transfer of Common Shares, the restriction on the number of Shareholders of the Company to 50 exclusive of those employed or formerly employed by the Company and the prohibition on any invitation to the public to subscribe for the Company's securities were removed; (iii) on October 14, 2009, the issued and outstanding Common Shares were consolidated on a 100:1 basis; (iv) on September 17, 2010, the Company changed its name from Artumas Group Inc. to Wentworth Resources Limited; and (v) on May 8, 2012, certain amendments were made to permit Shareholder meetings to be held outside of Alberta, Canada and to require Shareholders to notify the Company in respect of their shareholdings in compliance with Rule 17 of the AIM Rules for Companies (the "AIM Rules").
• 7.2. The authorized capital of the Company is comprised of an unlimited number of voting Common Shares without nominal or par value and an unlimited number of non-voting preferred shares, issuable in series, without nominal or par value. As at the date of this Information Circular, the Company has 186,488,465 Common Shares issued and outstanding and 10,600,000 Common Shares issuable upon the exercise of stock options ("Options"). There are no preferred shares or Options to purchase preferred shares outstanding. All shareholders of the Company have the same voting rights attached to their Common Shares. The Company will make an application to AIM for the readmission of all of its issued securities (being 186,488,465 Common Shares of no par value in the capital of the Company).
• 7.3. Only Shareholders of record at the close of business on the Record Date will be entitled to receive notice of and to vote their Common Shares, either in person or by proxy, at the Meeting, or any adjournment(s) thereof on the basis of one vote for each Common Share held. If after the Record Date, a holder of record has transferred ownership of Common Shares, and the transferee establishes ownership of the Common Shares and demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote, then such transferee shall be entitled to vote such Common Shares at the Meeting.
• 7.4. By-Law No. 1 of the Company provides that a quorum of Shareholders exists if at least one person is present holding or representing by proxy not less than 5% of the Common Shares entitled to vote at the Meeting.
• 7.5. To the knowledge of the directors and executive officers of the Company, as of the date hereof, no person or company beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to the outstanding Common Shares.

PART II – APPROVAL OF THE RESOLUTIONS

The purpose of the Meeting is to ask Shareholders to consider and, if thought advisable, (i) pass a special resolution (the "Continuance Resolution") authorizing the Company to apply for the discontinuance of the Company so it is no longer a company governed by the ABCA and to continue the Company to be a company governed by the laws of Jersey, Channel Islands (the "Continuance"); and in connection therewith, to make an application (the "Continuance Application") to the Jersey Financial Services Commission (the "JFSC") pursuant to the provisions of the Companies (Jersey) Law, 1991 ("CJL"); and (ii) pass a special resolution (the "Delisting Resolution") to apply for a delisting of the Common Shares (in the form of VPS Interests) from Oslo Børs (the "Delisting") in accordance with Section 15.1 (4) cf. (1) of the Oslo Børs' continuing obligations of stock exchange listed companies (the "Continuing Obligations").

Upon the Continuance, the Company will adopt the proposed Memorandum of Association and Articles of Association (the "Articles") pursuant to the CJL (together, the "M&A") and repeal the current ABCA articles and by-laws and the name of the Company will become "Wentworth Resources Plc".

At the Meeting, the Shareholders will also be asked to consider and, if thought advisable, pass certain ordinary and special resolutions (the "Share Authority Resolutions") which will, in accordance with the requirements of the Articles and in accordance with market practice for Jersey/UK companies, grant the board of directors of the Company (the "Board")standing authority to allot ordinary shares in the Company (which will then be domiciled in Jersey) (the "Shares") (in certain cases free of pre-emption) subject to certain limits in time and amount as more fully described below.

A summary of the M&A is set out in "Schedule A – Summary of Memorandum and Articles of Association", the full M&A are set out in "Schedule B – Memorandum and Articles of Association", the text of the Continuance Resolution is set out in "Schedule C – Continuance Resolution", the text of the Delisting Resolution is set out in "Schedule D – Delisting Resolution" (also translated into Norwegian in "Schedule G – Translation of Section 4 (The Delisting) and Schedule D (Delisting Resolution)") and the text of the Share Authority Resolutions is set out in "Schedule E – Share Authority Resolutions".

In order to be passed, the: (1) Continuance Resolution and the Delisting Resolution must be approved by at least 66 2/3% of the votes cast at the Meeting in person or by proxy and (2) the Share Authority Resolutions (which are subject to the issue by the Jersey Registrar (as defined below) of a Certificate of Continuance (as defined below)) must be approved by at least a majority of the votes cast at the Meeting in person or by proxy (in respect of those Share Authority Resolutions proposed as ordinary resolutions, as indicated below) and by at least a two-thirds majority of the votes cast at the Meeting in person or by proxy (in respect of those Share Authority Resolutions proposed as special resolutions, as indicated below).

The Continuance will affect certain of the rights of the Shareholders as they currently exist under the ABCA. The Delisting will, if approved by the required majority at the Meeting and by Oslo Børs, entail that the Common Shares (in the form of VPS Interests) will no longer be listed and tradable on Oslo Børs. Shareholders should consult their legal and other advisors regarding implications of the Continuance and the Delisting which may be of particular importance to them and should, without limitation to the foregoing, ensure that they read and understand the contents of this Information Circular and the Schedules hereto.

1. PROCEDURE FOR THE CONTINUANCE

For the Continuance to be effective, the following procedure will be followed:

1.1. Shareholder Authorization

By special resolution, the Shareholders must authorize the Board to make the Continuance Application to the JFSC, requesting that the Company be continued as a company under the CJL.

1.2. Application to the ABCA Registrar

The Company must make an application to the Registrar of Corporations or a Deputy Registrar of Corporations appointed under section 263 under the ABCA (the "ABCA Registrar") for the ABCA Registrar's letter of approval to permit the Continuance, and the ABCA Registrar must be satisfied that the proposed Continuance will not adversely affect creditors of the Company or Shareholders.

1.3. Necessary ABCA Conditions for Continuance

According to the ABCA, the continuation of the Company as a body corporate to another jurisdiction, such as Jersey, cannot be completed unless the laws of that jurisdiction provide in effect that:

• (a) the property of the Company continues to be the property of the body corporate;
• (b) the body corporate continues to be liable for the obligations of the Company;
• (c) an existing cause of action, claim or liability to prosecution is unaffected;
• (d) a civil, criminal or administrative action or proceeding pending by or against the Company may be continued to be prosecuted by or against the body corporate; and
• (e) a conviction against, or ruling, order or judgment in favour of or against the Company may be enforced by or against the body corporate.

The Company believes that these requirements will be satisfied.

1.4. Jersey Certificate of Continuance

Subject to compliance with all the requirements of the CJL (including, but not limited to, the delivery of all required documents to, and approval of, the JFSC), the registrar of companies in Jersey (the "Jersey Registrar") will issue to the Company a certificate of continuance (the "Certificate of Continuance").

1.5. Transition

Upon the issue of the Certificate of Continuance by the Jersey Registrar, the Company will become a company governed under the CJL and the M&A will constitute the constitution of the Company, replacing the existing ABCA articles and bylaws.

1.6. Consequences of Continuance

The Certificate of Continuance will constitute conclusive evidence of the following matters:

• (a) that the Company is incorporated under the CJL as a public limited company;
• (b) that the requirements of the CJL have been complied with in respect of:
• (i) the continuance of the Company under the CJL;
• (ii) all matters precedent to its continuance as such a company; and
• (iii) all matters incidental to its continuance as such a company.

1.7. Discontinuance under the ABCA

Pursuant to the ABCA, the Company must file the Certificate of Continuance with the ABCA Registrar and obtain a certificate of discontinuance (the "Certificate of Discontinuance"). The Company will cease to be governed by the ABCA upon issuance of the certificate of discontinuance.

2. EFFECT OF THE CONTINUANCE

Assuming that the Continuance Resolution is approved by the Shareholders at the Meeting, it is expected that the Company will file the Continuance Application with the JFSC and the procedures outlined above will begin as soon as practicable, as determined by the Board in its sole discretion, in order to give effect to the Continuance. The Company will also deliver a regulatory announcement through the London Stock Exchange's Regulatory News Service, which will be distributed no later than the time at which the same information is published elsewhere, as well as an announcement through Oslo Børs' information system (NewsWeb) on the effective date of the Continuance.

2.1. Strategy

The Company's intended strategy on readmission to AIM is as referred to in the Chairman's letter in Section 3.

2.2. Domicile and registered office

The Continuance, if approved, will effect a change in the legal domicile of the Company on the effective date thereof to the laws of Jersey, Channel Islands and the name of the Company will become "Wentworth Resources Plc". Upon completion of the Continuance, the Company's registered office in Jersey will be at 4th Floor, St Paul's Gate, 22 – 24 New Street, St Helier, Jersey, JE1 4TR, the office of the Company's corporate administrator in Jersey.

2.3. Property and liabilities

On the effective date of the Continuance, all property and rights to which the Company was entitled immediately before the Certificate of Continuance is issued remain the property and rights of the Company, the Company remains subject to all criminal and civil liabilities, and all contracts, debts and other obligations, to which it was subject immediately before the Certificate of Continuance is issued and all actions and other legal proceedings which, immediately before the issue of the Certificate of Continuance, were pending by or against the Company may be continued by or against the Company.

2.4. Share capital

On the effective date of the Continuance, Shareholders will continue to hold one Share of the Company (which will then be domiciled in Jersey) for each Common Share currently held. The principal attributes of the share capital of the Company will be identical, before and after Continuance, other than differences in Shareholders' rights under the CJL as compared to the ABCA and as supplemented by the Articles, including those described below under the headings "Comparison between Canada and Jersey Corporate Law" and "Other Implications Affecting the Company and Security holders". Upon completion of the Continuance, the Company's Shares will remain listed and traded on AIM, with new ISIN, SEDOL, and TIDM codes. New share certificates in the name of Wentworth Resources Plc will be issued to all certificated Shareholders that appear on the Company's register at the time that the Continuance becomes effective. Share certificates in the name of Wentworth Resources Limited will, upon the Continuance becoming effective, become invalid and should be destroyed. Further, it is intended that the Shares will be registered directly in CREST and that no DIs consequently will be issued over the Shares. The Continuance will, however, represent a readmission to AIM.

Further, the Company's Common Shares are upon completion of the Continuance expected to remain listed and traded on Oslo Børs until the contemplated Delisting of the Common Shares (in the form of VPS Interests) from Oslo Børs becomes effective (if relevant). In the event the Delisting is not approved with the required majority, or is approved with the required majority, but is not accepted by Oslo Børs, the Common Shares (in the form of VPS Interests) will remain listed and tradable on Oslo Børs, subject to the Company's fulfilment of the requirements for continued listing on Oslo Børs.

2.5. Management

Immediately following the Continuance (and conditional upon the completion of the Continuance), it is intended that Katherine Roe, Wentworth's Chief Financial Offer, shall be appointed by the Board as an executive director of the Company and Iain McLaren and Tim Bushell shall be appointed by the Board as independent non-executive directors of the Company (collectively, the "Proposed Directors"), whilst the rest of the directors and officers of the Company will remain unchanged. The election, duties, resignations and removal of the Company's directors and officers will be governed by the CJL and the M&A and the Company will no longer be subject to the ABCA.

3. REASONS FOR THE CONTINUANCE

• 3.1. On 16 November 2017, the Company announced that it was undertaking a restructuring process to better align its corporate and management structures with its shareholders and asset base in Africa, to increase management efficiencies and reduce certain costs. At the time, Wentworth was incorporated under the laws of the Province of Alberta, Canada, its assets were in East Africa, its executive management was based in Canada and it had stock market listings in Norway and the UK. This led to a disproportionate amount of management time and cost incurred dealing with the practical consequences of a multi-jurisdictional group structure and dual-listed entity compared to companies of a similar size.

• 3.2. The first step in addressing these issues was the appointment a UK based executive management team in Eskil Jersing and Katherine Roe as Chief Executive Officer and Chief Financial Officer respectively.

• 3.3. All principal operations of the Company are outside of Canada. In addition, the Company has a minimal number of Canadian shareholders. As part of a package of measures to focus management time on the Company's assets and reduce cost and inefficiency, the Company desires to redomicile to Jersey. Save for the appointment by the Board of the Proposed Directors, whose appointment is conditional upon the completion of the Continuance, the Board, current management and voting controls of the Company would remain unchanged. The Continuance is expected to provide the Company with a number of benefits, including:

• (a) as Jersey is more conveniently located in relation to the Company's operations than Canada, it is expected there will be a reduction in the time and cost associated with international travel required to hold meetings of the Board and manage the Company's assets and maintain relationships with its JV partner;
• (b) in the event the Company were to pay dividends, Canadian withholding tax applicable to dividends paid to Shareholders outside Canada will be eliminated;
• (c) since the Company has no commercial connections to Canada, there is no reason for it to be domiciled there and thereby subject to Canadian income and capital gains taxes or for it to bear the compliance costs associated with being a Canadian taxpayer; and
• (d) being subject to a UK corporate governance regime and the City Code on Takeovers and Mergers is expected to make the Company more attractive to UK institutional investors.
• 3.4. The Board recognizes, on the other hand, that Shareholders who are individuals resident in Canada will lose the benefit of the dividend tax credit in respect of dividends paid by the Company and corporate Shareholders resident in Canada will no longer be able to deduct such dividends in computing their taxable income. However, given the very small number of Canadian shareholders, the Board is of the view that the benefits outlined above outweigh this disadvantage, however, which is expected to affect a minority of Shareholders in any case. Accordingly, the Board believes it is desirable for the Company to complete the Continuance and change the location of its corporate existence and domicile to Jersey, Channel Islands.

4. THE DELISTING

• 4.1. The Company was incorporated as Artumas Group Inc. in 2000 and was listed on the Oslo Børs and started trading in 2005. In 2010, the Company (as Artumas) purchased the entire issued share capital of Wentworth Resources Limited, a Cayman Islands incorporated cash shell. Artumas was renamed Wentworth Resources Limited in September 2010. The Company's shares were admitted to trading on AIM in October 2011. In all of this time, Wentworth has never attracted institutional Norwegian shareholders or any significant sell-side research coverage from Norwegian investment banks. All of the Company's significant shareholders and all of the Company's covering sell-side analysts are based outside of Norway. The Company has over time monitored the benefits of having the VPS Interests listed on Oslo Børs in addition to maintaining the Company's listing on AIM. Based on such review, the Board is of the view that being listed on Oslo Børs, in addition to the listing on AIM, has not resulted in all of the intended benefits for the Shareholders and does no longer outweigh the additional regulatory burdens and the costs associated with the listing on Oslo Børs.
• 4.2. At present, the Company is required to comply with the Norwegian rules applicable to companies listed on Oslo Børs (e.g. relevant rules in the Norwegian Securities Trading Act and the Continuing Obligations) and the AIM Rules for Companies which differ in certain areas and accordingly impose additional regulatory burdens and increased compliance costs that would be avoided if the Delisting were approved. For example, a company listed on Oslo Børs is required to publish a prospectus if it issues new shares representing 10 per cent. or more of its existing issued share capital in a rolling 12 month period, which requirement may in certain circumstances inhibit the Company's ability to make acquisitions or issue new Common Shares to raise funds. Given the change of strategy to an acquisition-focused business model, this puts the Company at a competitive disadvantage when compared to other potential acquirers of assets which are not subject to the same requirement.

• 4.3. The cost of maintaining the Oslo Børs listing is a burden on the Company's financial resources and management time and is disproportionate to the benefits gained from the Oslo Børs listing, given the size of the Company. Financial costs include the annual listing fee payable to Oslo Børs, fees paid to the Company's Norwegian legal advisers and public relations advisers and fees paid to the VPS Registrar. As part of the package of measures to focus management time on the Company's assets and reduce cost and inefficiency as described above under "Reasons for the Continuance", the Board is of the view that the Delisting will contribute significantly to the Company's cost-cutting initiatives as well as general operational efficiencies.

• 4.4. The Directors believe that the AIM listing has enhanced Shareholder value by allowing the Company and its Shareholders to benefit from the presence of established E&P sector research coverage in London and has given the Company improved access to UK institutional investors. The Directors believe that given the Company's size, stage of development and strategy, it is more appropriate and more beneficial for it to continue to be listed on AIM rather than on Oslo Børs.

• 4.5. The Board recognizes that the Delisting will deprive Shareholders continued access to another market for trading of the Common Shares. Further, the Company is cognizant of the impact that the Delisting could have for Shareholders who hold VPS Interests. However, given that the Company will maintain its listing on AIM, the Shareholders will, following a delisting from Oslo Børs, still have a liquid market for trading of their Common Shares if they transfer their VPS Interests from the VPS Register into either DIs or Shares, as the case may be, held through CREST.
• 4.6. The Company will, following the Delisting from Oslo Børs, maintain its VPS Register for the VPS Interests for at least two years from the completion of the Delisting, as well as accommodate a transfer of the VPS Interests into Shares, as the case may be, held through CREST which may be traded on AIM by maintaining the Company's existing conversion plan for VPS Interests/DIs (or for VPS Interests/Shares if the Shares are registered directly in CREST).
• 4.7. Shareholders who want to maintain their VPS Interests in the VPS Register following the Delisting from Oslo Børs are not required to take any action. In such case, Shareholders whose VPS Interests are registered in the VPS Register may following the Delisting buy and sell VPS Interests via a Norwegian broker to other investors with a VPS account. Further, Shareholders who maintain their VPS Interests in the VPS Register may engage a broker to sell their VPS Interests to a buyer of either DIs or Shares, as the case may be, held through CREST. In such case the Company's existing conversion plan will be used to convert the VPS Interests to either DIs or Shares, as the case may be, held through CREST. It should, however, be noted that the market for such trading in VPS Interests will be less liquid than on Oslo Børs and that there can be no assurance that such trades may be completed at prices and volumes deemed satisfactory by the Shareholders. Shareholders who maintain their VPS Interests in the VPS Register following the Delisting may transfer their VPS Interests into either DIs or Shares, as the case may be, held through CREST to be traded by the relevant Shareholder on AIM.
• 4.8. Shareholders who wish to transfer their VPS Interests into either DIs or Shares, as the case may be, held through CREST to be traded on AIM, should contact their custodian to arrange such transfer. The Company will cover the costs associated with such transfer (limited to NOK 650 per Shareholder, which is the price payable to the VPS Registrar for one such transfer) for a period of six months from the completion of the Delisting (and provided that the Delisting is completed). The Company will work with the Company's VPS Registrar in Norway to ensure a smooth transition to AIM.
• 4.9. Assuming an affirmative vote with the required majority of the Delisting Resolution and approval of the delisting application by Oslo Børs (as further described in the paragraph below), the Company will distribute detailed information relevant for Shareholders holding VPS Interests. Further, the Company has prepared a Q&A sheet in connection with the Delisting regarding the alternatives available for Shareholders holding VPS Interests as described above. The Q&A sheet is made available at the Company's website.
• 4.10. The Delisting Resolution must, pursuant to Section 15.1 (4) cf. (1) of the Continuing Obligations, be passed by special resolution (i.e. approved by at least 66 2/3% of the votes cast at the Meeting in person or by proxy). Assuming an affirmative vote with the required majority, the Company subsequently has to submit a delisting application to Oslo Børs to seek Oslo Børs' approval for the delisting. There can be no assurance that Oslo Børs will approve such application even if the Delisting Resolution is passed with the required majority at the Meeting, but the Company will seek to work with Oslo Børs in order to obtain their approval.
• 4.11. The other resolutions proposed to be passed at the Meeting are not conditional upon the Delisting. Consequently, if the Delisting Resolution is not passed with the required majority or if Oslo Børs, despite an affirmative Delisting Resolution, declines the Company's delisting application, the other resolutions will still be valid if passed by Shareholders with the relevant required majority. Further, the Delisting Resolution is not conditional upon the other resolutions proposed to be passed at the Meeting. Consequently, the Delisting Resolution will, if passed by the Shareholders with the required majority, be valid even if some or all of the other resolutions are not passed with the relevant required majority.
• 4.12 A translation to Norwegian of this section 4 and the proposed Delisting Resolution is included in "Schedule G Translation of Section 4 (The Delisting) and Schedule D (Delisting Resolution)".

5. SHARE AUTHORITY RESOLUTIONS

• 5.1. Each of the Share Authority Resolutions, if passed by Shareholders, is conditional upon the issue by the Jersey Registrar of a Certificate of Continuance. In other words, if the Continuance does not proceed then the Share Authority Resolutions will, even if passed, be of no effect.
• 5.2. Under Article 3 (Authority to Allot) of the Articles, which will be adopted with effect from completion of the Continuance, the Board must be given authority by ordinary resolution to exercise all the powers of the Company to (among other things) allot Equity Securities (as defined in the Articles). Accordingly, Resolution 1 of the Share Authority Resolutions (which is being proposed as an ordinary resolution, in accordance with the Articles) seeks to grant authority to the Board to allot Equity Securities in the Company and will expire at the conclusion of the next annual general meeting of the Company or on the date falling 15 months after that resolution becomes effective, if earlier. Upon the coming into effect of that resolution, the Board will have general authority to allot, issue, convert any security into, grant options over or otherwise dispose of:
• (a) pursuant to paragraph a) of that resolution, up to an aggregate number of 62,162,200 Shares for general corporate purposes, being an aggregate amount equal to one-third of the aggregate number of Shares in issue as of 2 October 2018; and
• (b) pursuant to paragraph b) of that resolution, up to an additional aggregate number of 62,162,200 Shares, where such securities are offered by way of a pre-emptive issue (as defined in the Articles, and as further explained below, but for these purposes only where such pre-emptive issue is by way of a rights issue), being an aggregate amount equal to one-third of the aggregate number of Shares in issue as of 2 October 2018.
• 5.3. Under the Articles, a pre-emptive issue is an offer of Equity Securities to ordinary members or an invitation to ordinary members to apply to subscribe for Equity Securities and, if in accordance with their rights the Board so determines, holders of other Equity Securities of any class (whether by way of rights issue, open offer or otherwise) where the Equity Securities respectively attributable to the interests of ordinary members or holders of other Equity Securities, if applicable, are proportionate (as nearly as practicable) to the respective numbers of ordinary shares or other Equity Securities, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any regulatory body or stock exchange. The authorities given pursuant to the Share Authority Resolutions in relation to a pre-emptive issue will, however, only apply where such a pre-emptive issue is by way of a rights issue in line with the Investment Association guidelines.
• 5.4. Under Articles 3 (Authority to Allot) and 4 (Pre-emptive rights) of the Articles, which again will be adopted from completion of the Continuance, the Board may be authorised to allot Equity Securities for cash as if the pre-emption rights in the Articles did not apply to such allotment. Accordingly, Resolution 2 of the Share Authority Resolutions (which is being proposed as a special resolution, in accordance with the Articles) seeks to grant authority to the directors to allot Equity Securities in the Company for cash as if such pre-emption rights set out in the Articles did not apply to such allotment and will expire at the conclusion of the next annual general meeting of the Company or on the date falling 15 months after that resolution becomes effective, if earlier. Upon the coming into effect of that resolution, the Board will have authority to allot the following for cash free of pre-emption:
• (a) pursuant to paragraph a) of that resolution, generally up to an aggregate number of 9,324,423 Shares, being an aggregate amount equal to 5 per cent. of the aggregate number of Shares in issue as of 2 October 2018; and
• (b) pursuant to paragraph b) of that resolution, up to an aggregate number of 124,324,400 Shares where such securities are offered by way of a pre-emptive issue (but for these purposes only where such pre-emptive issue is by way of a rights issue), being an aggregate amount equal to two-thirds of the aggregate number of Shares in issue as of 2 October 2018.

6. COMPARISON BETWEEN ALBERTA AND JERSEY CORPORATE LAW

The following is a summary of certain key differences between the CJL, the statute that will govern the corporate affairs of the Company upon the Continuance, and the ABCA. Because the corporate laws of Alberta and Jersey have many points of difference, the following summary does not purport to address all differences between such laws. Shareholders should consult their legal and other advisors regarding implications of the Continuance which may be of particular importance to them.

The following sets out a brief summary of the key differences between the CJL and the ABCA, which are discussed in further detail in the narrative following this table:

Matter	ABCA	CJL	Resolution/Position
Form of Charter/Constitutional Documents	Articles of incorporation and by laws.	Memorandum and Articles of Association.	Company will adopt M&A which will be publicly available in Jersey (on the website of the Jersey Registrar).
Location of Share Registers	Share register shall be maintained in Alberta (or corporation must make share register available for examination in Alberta).	Share register shall be maintained in Jersey but other overseas branch registers can be maintained elsewhere.	Overseas branch Register will be maintained in Guernsey and a copy replicated in Jersey. In addition, VPS Interests will be registered in the VPS Register.
Sale of Company's Undertaking	Sale of all or substantially all assets/business requires shareholder approval by special resolution (i.e., two-thirds of Shareholders that vote).	Shareholder approval not required (though certain forms of corporate transaction (e.g. mergers, schemes) which may have equivalent effect require shareholder sanction as described below).	Rule 15 of the AIM Rules (fundamental change of business) and Rule 14 of the AIM Rules (reverse takeovers) will continue to apply to the Company, requiring shareholder approval.
Rights of Dissent and Appraisal	Shareholders have certain dissent rights.	Shareholders do not have statutory dissent or appraisal rights (within the meaning of Canadian law) though must approve certain types of corporate transaction, and have various oppression or objection remedies, as described below.	M&A will confer dissent rights substantially similar to those conferred by ABCA.
Approval of Arrangement/Scheme of Arrangement to Compromise with Shareholders	Approval by special resolution of shareholders generally required.	Approval required from a majority in number representing at least 3/4 of the voting rights of members or class of members and the arrangement must be sanctioned by the Royal Court of Jersey.	Approval required from a majority in number representing at least 3/4 of the voting rights of members or class of members and the arrangement must be sanctioned by the Royal Court of Jersey.

Oppression Remedies	Complainant can apply for court order to address oppression.	A shareholder can apply to the Royal Court of Jersey for an order on the grounds that a company's actions are unfairly prejudicial to certain shareholders as a general matter and also in the course of the approval of certain transaction e.g. mergers.	A Shareholder can apply to the Royal Court of Jersey for an order on the grounds that the Company's actions are unfairly prejudicial to certain Shareholders as a general matter and also in the course of the approval of certain transaction e.g. mergers. M&A will confer an oppression remedy similar to the ABCA.
Shareholder Derivative Actions	Certain persons may apply to court for leave to bring, defend or discontinue an action in the name of or on behalf of a corporation.	Shareholders have a non statutory limited right to bring derivative actions in certain circumstances.	Shareholders have a non statutory limited right to bring derivative actions in certain circumstances. M&A will confer a provision for derivative actions similar to the ABCA.
Requisition of Shareholder Meetings	5% of shareholders entitled to vote at a meeting can requisition a meeting.	10% of shareholders can requisition a meeting.	10% of shareholders can requisition a meeting.
Notice of Shareholder Meetings	Meetings may be convened on no less than 21 days' notice.	Meetings may be convened on no less than 14 days' notice.	M&A will require 14 days' clear notice to convene meetings.
Indemnification	Corporations may indemnify current or former officers, or directors.	Companies may indemnify current or former directors or liquidators subject to the limitations described below.	The Company may indemnify current or former directors or liquidators.
Place of Shareholder Meetings	Meetings shall be held in Alberta or such other place outside of Alberta as the articles may provide.	No requirement regarding meeting location.	No requirement regarding meeting location.
Directors and Company Secretary	Corporation shall have one or more directors, but a reporting issuer in Alberta shall have at least three directors; at least two of whom are not officers or employees. At least 25% of directors shall be resident Canadians.	Public companies shall have at least two directors, resident anywhere. Secretary must have the requisite knowledge and experience prescribed in the CJL (e.g. a member of a relevant professional body, or otherwise the Board are satisfied the secretary is capable of discharging functions).	Following the Continuance, the Company will have at least two directors, resident anywhere with a suitably qualified secretary. The Company will continue to be subject to the QCA Corporate Governance Code.

Issuance of Shares at Fair Value	Shares to be issued in consideration for money, property or past services to be issued at fair value.	It is not stipulated in Jersey law that shares need to be issued at fair value, though the Board will be subject to the provisions of the Articles (described below) and their general fiduciary duties in this regard.	M&A will not require shares to be issued at fair value, though the Board must obtain certain sanctions from Shareholders in order to undertake certain transactions relating to shares in the Company (see below in relation to the Share Authority Resolutions).
Shares to be Fully- Paid and Non- Assessable	Shares issued must be fully- paid and non assessable.	The CJL does not require shares to be fully paid on issue. Technically, Jersey law has no concept of "non-assessable" shares. However, the liability of a shareholder arising from the holding of a share in a Jersey company is limited to the amount (if any) unpaid on it.	The CJL does not require shares to be fully paid on issue. Technically, Jersey law has no concept of "non-assessable" shares. However, the liability of a shareholder arising from the holding of a share in a Jersey company is limited to the amount (if any) unpaid on it.
Share Buybacks/Redemptions	Corporations may redeem their redeemable shares and purchase their shares for cancellation (subject to solvency and liquidity tests).	Where permitted under its Articles, the directors may issue shares which are to be redeemed or are liable to be redeemed at the option of the company or the holder, or convert existing shares into such redeemable shares, as the directors may determine. With shareholder approval (see below) a company may purchase its fully paid shares (including its redeemable shares). In each case directors approving such action must give a 12 month cash flow based solvency test on reasonable grounds.	The Board may issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or the holder, or convert existing shares into such redeemable shares, as the Board may determine. With shareholder approval (see below) a company may purchase its fully paid shares (including its redeemable shares). In each case directors approving such action must give a 12 month cash flow based solvency test on reasonable grounds in accordance with the CJL.

6.1. M&A Documents and Authorised Share Capital

6.1.1.Under the ABCA, a corporation must have articles of incorporation, which require the name of the corporation, the classes and the maximum amount of shares the corporation may issue, the rights, privileges and restrictions that attach to each class of shares (should multiple classes exist), the authority given to directors to fix the number of shares and determine the designation of rights, privileges, restrictions and conditions attaching to shares of each series, if the right to transfer shares of the corporation is to be restricted, a statement that the right to transfer shares is restricted and either (i) a statement of the nature of the restrictions; or (ii) a statement that the nature of the restrictions appears in a unanimous shareholder agreement; the number of directors or a minimum and maximum number of directors, and any restriction on business that the corporation may carry on. The articles of incorporation may also set out provisions permitted by the ABCA or other law that should be set out in the corporation's by-laws. The ABCA further provides that the records of the corporation shall be maintained at the registered office of the corporation, or at such other place in Alberta designated by the directors. ABCA corporations such as the Company also generally have by-laws governing the management of the company, although these are not expressly required by the ABCA.

6.1.2.A company incorporated under the CJL has constitutional documents which consist of a "memorandum of association" and "articles of association" (i.e. the M&A referred to above). The memorandum must state the name of the company, whether it is a public company or a private company, and, in respect of a no par value company (as is the case for the Company), the number and classes of shares which may be issued. The Articles regulate the corporate business and affairs and management of the company. The M&A are filed with Jersey Registrar and are publicly available. Any amendment to the M&A must be approved by special resolution of the shareholders (called the "members") of the Company. In the case of the Company, the Articles to be adopted as part of the Continuance will provide that a special resolution is passed where not less than two-thirds of the Shareholders who vote in person or by proxy vote in favour of such resolution. Please refer to "Schedule A – Summary of the Memorandum and Articles of Association" and "Schedule B – Memorandum and Articles of Association" for further information into the M&A.

6.1.3.In compliance with the CJL, upon the completion of the Continuance, the Company will maintain at its new registered office in Jersey all corporate records (e.g. registers of directors and secretaries and minute books).

• 6.1.4.The doctrine of ultra vires does not apply to Jersey companies and, accordingly, the capacity of such a company is not limited by anything in its M&A or by any act of its members.
• 6.1.5.If Shareholders approve the Continuance, the Company will have an authorised share capital comprising of an unlimited number of Shares (the Company's capital will no longer comprise any preferred shares). The ability of the directors to allot Shares following the Continuance will be regulated by the Articles. Please see above in relation to the Share Authority Resolutions.

6.2. Amendments to the M&A and matters requiring a special resolution

As noted above, a company incorporated under the CJL may amend its M&A by special resolution. The CJL also requires a special resolution to be passed for other certain matters, such as (among other things) changing the name of a company, changing the status of a company (public to private or private to public), altering or reducing the share capital of a company, or approving a continuation to another jurisdiction or merger with another entity or commencement of a summary winding up. The ABCA has many similar requirements.

6.3. Sale of Corporation's Undertaking

• 6.3.1.Under the ABCA, the sale, lease, or exchange of all or substantially all the property of a corporation, other than in the ordinary course of business, requires shareholder approval by a special resolution and a shareholder is entitled to dissent and to be paid the fair value of its shares.
• 6.3.2.Under Rule 14 of the AIM Rules, a company must obtain prior shareholder approval, if any acquisition(s) would:
• (a) exceed 100% in any of the class tests; or
• (b) result in a fundamental change in its business, board or voting control; or
• (c) in the case of an investing company, depart materially from its investing policy (as stated in its admission document or approved by shareholders in accordance with the AIM Rules).
• 6.3.3.The CJL does not require the approval of shareholders in respect of a sale, lease, or exchange of all or substantially all of the property of a Jersey company. However, please see below under "Rights of Dissent and Appraisal" for certain matters which require shareholder sanction as a matter of Jersey law. In addition, Rule 15 of the AIM Rules (fundamental change of business) will continue to apply to the Company, which requires the Company to obtain the consent of the Shareholders on the disposal when aggregated with any other disposal(s) over the previous 12 months, which exceeds 75% in any of the class tests.

6.4. Rights of Dissent and Appraisal

• 6.4.1.Section 191 of the ABCA provides that shareholders have the right to dissent to certain actions being taken by the corporation and to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents. The dissent right is available to shareholders of any class if the corporation resolves to:
• (a) amend its articles to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class;
• (b) amend its articles to add, remove or change any restrictions upon the business or businesses that the corporation may carry on;
• (c) if applicable, amend its articles to add or remove an express statement establishing the unlimited liability of shareholders;
• (d) amalgamate with another corporation subject to certain exceptions under the ABCA;
• (e) be continued under the laws of another jurisdiction; or
• (f) sell, lease or exchange all or substantially all of its property.
• 6.4.2.The CJL does not grant a specific right of dissent to shareholders in the same manner as applies under Canadian law. However, the CJL: (i) requires that a special resolution be passed in various instances, including as detailed above; and (ii) permits Shareholders to apply to the Royal Court of Jersey for remedies in various circumstances (on which please also refer to the text under "Oppression Remedies" and "Jersey takeovers and mergers generally" below). The CJL provisions will apply to the Company and the Articles will confer a right of dissent similar to the dissent right available under the ABCA.

6.5. Approval of Arrangement or Scheme

Under the ABCA, approval of an arrangement requires approval by a special resolution. Pursuant to the CJL, a resolution approving a scheme of arrangement, to be binding on members or a class of shareholders, must be passed by a majority in number representing at least 3/4ths of the voting rights of members or class of members and the arrangement must be sanctioned by the Royal Court of Jersey. Subject to certain procedural differences, the Jersey law scheme of arrangement process is substantially similar to that which applies in the UK.

6.6. Oppression Remedies

• 6.6.1.Under the ABCA, a shareholder, former shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, creditors or any other person who, in the discretion of the court, is a proper person to seek an oppression remedy, may apply to the court for an order to rectify the matters complained of where, in respect of a corporation or any of its affiliates, any act or omission of the corporation or its affiliates effects a result, or the business or affairs of the corporation or its affiliates are or have been carried on or conducted in a manner, or the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interest of any security holder, creditor, director or officer.
• 6.6.2.There is no specific oppression remedy under the CJL. Pursuant to the CJL, a member of a company may apply to the Royal Court of Jersey for an order on the grounds that the company's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members (including at least the applicant member) or that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial. These provisions under the CJL also apply to a person who is not a member of a company but to whom shares in the company have been transferred or transmitted by operation of law. The Royal Court of Jersey has a wide power to grant an order to relieve the issue complained of, such as by regulating the conduct of the company's affairs, requiring the company to refrain from doing or continuing an act, or providing for the purchase of the rights of any members of the company by other members or by the company itself. Shareholders also have specific rights of objection in relation to certain other transactions (e.g. in the context of a statutory merger, a member may (subject to timing and procedural rules) apply to court for an order that such statutory merger would be unfairly prejudicial to that member). The Articles will confer an oppression remedy similar to that available under the ABCA.

6.7. Shareholder Derivative Actions

• 6.7.1.Under the ABCA, a shareholder, former shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, creditor, or any other person who, in the discretion of the court, is a proper person, may apply to the court for leave to bring or intervene in an action for the purpose of prosecuting, defending or discontinuing an action in the name and on behalf of a corporation or any of its subsidiaries (called a "derivative action") if the directors of the corporation do not bring, diligently prosecute or defend or discontinue the action, and it appears to be in the interests of the corporation that the action be brought, prosecuted, defended or discontinued.
• 6.7.2.The CJL does not provide shareholders the statutory right to bring a derivative action. However, Jersey's customary law follows English common law (but not statutory law, and not necessarily precedent derived from that statutory law) in respect of the ability of shareholders to bring derivative actions in certain situations including in instances of fraud on the minority. The Articles will confer a right to bring a derivative action similar to that available under the ABCA.

6.8. Requisition of Meetings

• 6.8.1.The ABCA provides that one or more shareholders of a corporation holding at least 5% of the issued voting shares in a corporation may give notice to the directors requiring them to call and hold a meeting of shareholders. Further, the ABCA generally provides that on receiving the requisition, the directors shall call a meeting of shareholders to transact the business stated in the requisition.
• 6.8.2.The CJL provides that one or more members of a company holding at least 10% of the total voting rights of the members who have the right to vote at the meeting requisitioned may give notice to the directors of the company requiring them to call and hold a meeting to be held as soon as practicable but in any case not later than 2 months after the date of deposit of requisition. The default position under the CJL will apply to the Company. The requisition must state the objects of the meeting and shall be sent to the registered office of the company. If the Board does not, within 21 days after receiving the requisition, call a meeting to be held within two months from that date, the Shareholder(s) making the request, or any of them representing more than 50% of the total voting rights of all of them, may call the meeting, but such meeting cannot be held later than three months from that date.

6.9. Notice of Shareholder Meetings

• 6.9.1.The ABCA provides that any meeting of shareholders may be convened upon no less than 21 days' notice.
• 6.9.2.The CJL provides that only 14 days' notice is necessary to convene a meeting of a company. The Articles will contain provisions requiring the Company to give the Shareholders at least 14 clear days' notice of any shareholder meeting.

6.10. Officer Indemnification

The CJL allows companies to indemnify any current or former directors or liquidators against: (i) any liabilities incurred in defending any proceedings (whether civil or criminal) in which judgment is given in the person's favour or the person is acquitted, which are discontinued otherwise than for some benefit conferred by the person or on the person's behalf or some detriment suffered by the person, or which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially successful on the merits in the person's resistance to the proceedings; (ii) any liability incurred otherwise than to the company if the person acted in good faith with a view to the best interests of the company; (iii) any liability incurred in connection with an application made under Article 212 of the CJL in which relief is granted to the person by the Royal Court of Jersey; or (iv) any liability against which the company normally maintains insurance for persons other than directors. Any proposed indemnity beyond the limited scope of these provisions shall be void. The ABCA also provides similar rights to past and present officers and directors of ABCA corporations.

6.11. Place of Shareholder Meetings

The ABCA provides that meetings of shareholders of a corporation shall be held at the place within Alberta provided in the by-laws or, in the absence of such provision, at the place within Alberta that the directors determine. A meeting of shareholders may be held outside Alberta if the articles so provide or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place. The CJL does not impose any requirements with respect to the location of member meetings.

6.12. Directors and Company Secretary

• 6.12.1. The ABCA provides that a corporation shall have one or more directors but a reporting issuer in Alberta must have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates. Further, the ABCA requires that at least 25% of the directors of a corporation shall be resident Canadians and, if there are fewer than four directors, one of them must be a resident Canadian.
• 6.12.2. The CJL requires that a public company have at least two directors. The CJL does not impose any residency requirements on directors.
• 6.12.3. Upon the Continuance, the Company's existing Board comprised of five directors, being:
• Robert (Bob) McBean Executive Chairman (in office since 26 July 2010)
• John Bentley Deputy Chairman (in office since 1 August 2007)
• Cameron Barton Non-Executive Director (in office since 23 January 2009)
• Neil Kelly Non-Executive Director (in office since 26 July 2010)
• Eskil Jersing Chief Executive Officer (in office since 25 June 2018)

(all of whom can be contacted at the registered office of the Company) will continue in office.

• 6.12.4. Following the Continuance, the Company's Board will comprise eight directors, being:
• Robert (Bob) McBean Executive Chairman
• John Bentley Deputy Chairman
• Cameron Barton Non-Executive
• Neil Kelly Non-Executive
• Tim Bushell Non-Executive Director
• Iain McLaren Non-Executive
• Eskil Jersing Chief Executive Officer
• Katherine Roe Chief Financial Officer
• 6.12.5. Heather L. Jones will continue as Company Secretary and may be contacted at the registered office of the Company following the Continuance.

6.13. Issuances of Shares

• 6.13.1. The ABCA provides that a share shall not be issued until the consideration for the share is fully paid in money or in property or past services that are not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money. Further, directors of a corporation who vote for or consent to a resolution authorizing the issue of a share for consideration other than money are jointly and severally, or solidarily, liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.
• 6.13.2. The CJL does not require shares to be issued at fair market value. The CJL provisions will apply to the Company and the Articles to be adopted as part of the Continuance will not require shares to be issued at fair market value. Please refer to "Schedule A (Summary of the Memorandum and Articles of Association)" below for details of the provisions of the Articles relating to the issue of shares following the Continuance.

6.14. Shares to be Fully Paid and Non-Assessable

• 6.14.1. The ABCA provides that shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof. In addition, the ABCA states that a share shall not be issued until the consideration for the share is fully paid in money or in property or past services.
• 6.14.2. The CJL does not require shares to be fully paid on issue. Technically, CJL has no concept of "non-assessable" shares. However, pursuant to the CJL the liability of a Shareholder arising from the holding of a share in a Jersey company in the course of a winding up of that company is limited to the amount (if any) unpaid on it and any amount undertaken to be contributed by that shareholder to the assets of the company on a winding up.

6.15. Share Buybacks

• 6.15.1. Subject to certain solvency and liquidity requirements, the ABCA permits corporations to redeem their redeemable shares and to purchase any of their shares for cancellation.
• 6.15.2. The CJL also permits Jersey companies to redeem fully paid redeemable shares and to purchase their own fully paid shares (including redeemable shares and including by the purchase of depository certificates in respect of such shares or redeemable shares), if, in relation to a purchase, the purchase is sanctioned by a special resolution of shareholders and either the holders of the shares which are not to be purchased shareholders approve the purchase contract by way of ordinary resolution (in the case of private purchases) or the maximum number of shares to be purchased, the maximum and minimum purchase prices and the duration of the authority (which cannot be more than 5 years) are specified in the sanctioning resolution (in the case of purchases on a stock exchange) and also, in relation to both purchase and redemption, the directors approving the purchase or redemption make a day one and 12 month forward looking cash-flow based solvency statement in the form prescribed in the CJL. If the relevant directors make such a solvency statements without having reasonable grounds for the opinion expressed in the statement, they are guilty of an offence under the CJL.
• 6.15.3. The Company, where practicable, intends to follow the Investment Association's Share Capital Management Guidelines, which recommend that an AIM listed company should only have a general authority to make on-market share buybacks of up to 10%, and in certain circumstances up to 15%, of such company's issued ordinary share capital. The Company is not seeking an authority to complete any buybacks at this time.

7. OTHER IMPLICATIONS OF THE CONTINUANCE AFFECTING THE COMPANY AND SECURITYHOLDERS

The following table sets out further differences between Alberta and Jersey law and practice, which may affect the Company and the Shareholders as a result of the Continuance and which are discussed in further detail in the narrative following the table.

Matter	Alberta	Jersey	Resolution
Form of Proxy and	Corporations soliciting	Not generally prescriptive,	AIM Rules will continue to
Information Circular for	proxies must provide a	but certain limited	apply following
Reporting Companies	notice of meeting, a form	disclosure obligations	Continuance, as Company
	of proxy and an	apply (e.g. in relation to	will continue to be listed
	information circular with	proxy voting).	on AIM. The Continuing
	respect to a meeting.		Obligations will continue
			to apply for as long as the
			Company remains listed on
			Oslo Børs.

Entitlement to Information	Registered shareholders have certain rights of inspection and are entitled to receive annual financial statements and certain other information.	Registered shareholders have certain rights of inspection, non-registered shareholders not generally prescribed for (but flexibility allowed in Articles).	M&A will provide for a registered Shareholder to nominate another person, on whose behalf he holds shares, to enjoy certain information rights (including the right to receive relevant shareholder communications). The Continuing Obligations will also continue to apply for as long as the Company remains listed on Oslo Børs.
Dividends	Directors alone may declare dividends (subject to certain solvency requirements).	Subject to the Articles and solvency requirements, directors and members may also declare dividends, provided that (in the latter case) they do not exceed the amount recommended by the board of directors (subject to solvency requirements).	M&A will permit Shareholders to declare dividends by ordinary resolutions, provided that they do not exceed the amount recommended by the Board. The Board will continue to approve the payment of interim dividends (subject to solvency requirements).
Borrowing	Directors of a corporation may borrow money on the credit of the corporation without shareholder authorization.	Directors of a company may subject to the Articles borrow money on the credit of the company without shareholder authorization.	M&A will not restrict the Board's ability to borrow any sums of money.
Takeover Regulations	Alberta provincial securities legislation applies to takeovers, subject to an exemption being available.	The City Code on Takeovers and Mergers applies on a statutory basis to certain classes of company.	The City Code on Takeovers and Mergers will apply to takeover and certain other transactions relating to the Company. In addition, the Norwegian Securities Trading Act's rules on takeovers will apply as a consequence of the listing on Oslo Børs for as long as the Company remains listed on Oslo Børs.

Shareholder Proposals	A shareholder of 1% of the total outstanding shares of a corporation (with support of shareholders holding 5% of the total outstanding shares) can propose a matter to be discussed at a shareholder meeting and require the corporation to set out such matter in its management	In addition to the right to requisition a shareholder meeting, a shareholder of 10% of the total outstanding shares of a company can require the company to circulate a written resolution (and explanatory statement of not more than 1,000 words) proposed by	In addition to the rights to requisition a shareholder meeting or require circulation of written resolution and statement, the M&A will enable Shareholders of 10% of the outstanding shares to require the Company to circulate a resolution to be
	information circular, provided that the shareholder gives the requisite notice.	the shareholder (in each case subject to procedural and substantive requirements).	moved at an annual general meeting (in each case subject to procedural and substantive requirements).
Notice and Disclosure Obligations	N/A	Typical for investors in Jersey listed companies to expect notice and disclosure provisions that apply to English incorporated companies to be included in articles of association.	M&A to contain detailed disclosure provisions and also incorporate UK disclosure and transparency rules as detailed below.
Appointment of Directors by the Board	If the articles so provide, the directors may, between annual general meetings, appoint one or more additional directors of the corporation to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of the corporation.	N/A – provision for appointment and removal of directors may be delegated to a company's articles of association.	The Articles will provide that the Board may appoint any person, subject to eligibility criteria, as a director to fill a vacancy or as an additional director. Any such appointed director must retire at the next general meeting and can then be put forward by the Board for reappointment by shareholders. There is no limit on the number of such appointments, however, per the Articles, the number of directors may not be more than ten.

7.1. Form of Proxy and Information Circular

• 7.1.1.In Alberta, the ABCA requires that issuers (other than private issuers) provide a notice of a meeting of shareholders, a form of proxy and an information circular containing prescribed information regarding the matters to be considered at the meeting.
• 7.1.2.The CJL is not generally prescriptive as to the content or form of shareholder communications but does require companies to include in a notice of meeting a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of the member, and that a proxy need not also be a member.

7.2. Entitlement to Information

• 7.2.1. The ABCA provides registered shareholders with the right to examine certain records of the Company including, among others, the articles, by-laws, minutes and resolutions of shareholders and, the securities register. Registered shareholders are also entitled to receive a copy of the annual financial statements and auditor's report (if any), as well as the proxy materials noted above.
• 7.2.2.The Articles will provide for the Company's communication with not only Registered Shareholders (who also have various rights to information under the CJL including (among other things) to inspect certain company records), but also their nominees who have beneficial rights to the shares held by the Registered Shareholders. The Articles will provide members of the Company with information rights comparable to those granted to English companies pursuant to the United Kingdom's Companies Act 2006. Specifically, members will have the right to nominate another person, on whose behalf such member holds shares, to enjoy information rights, which include the right to receive a copy of all communications that the Company sends to its members generally or to any class of members that includes the member making the nomination. Please refer to "Schedule A – Summary of the Memorandum and Articles of Association" and "Schedule B – Memorandum and Articles of Association" for further information into the M&A.

7.3. Dividends

The ABCA permits directors alone to declare dividends. Pursuant to Jersey standard practice, however, members may also (but do not have to) declare dividends provided they do not exceed the amount recommended by the board of directors. The Articles will reflect standard Jersey practice and allow Shareholders to declare dividends provided that they do not exceed the amount recommended by the Board. Notwithstanding that, the Board will still be able to approve the payment of interim dividends and therefore the Company does not expect any change in its current dividend policy. The ability of the Company to pay dividends is dependent on a number of factors and there is no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of such dividend will be. In this regard, please see the "Risk Factors" section of this Information Circular. Please refer to "Schedule A - Summary of the Memorandum and Articles of Association" and "Schedule B – Memorandum and Articles of Association" for further information into the M&A.

7.4. When Payment of Dividends Need Not be Made

The Articles will provide that the Company may cease to make payment for any dividend or other monies payable in respect of a share if, in respect of at least two consecutive dividends payable on that share, payment, through no fault of the Company, has not been effected (or, following one such occasion, reasonable enquiries have failed to establish any new address of the holder). However, the Articles will require the Company to recommence payments in respect of dividends or other monies payable on that share if the holder claims the arrears of the dividend and does not instruct the Company to pay future dividends in some other way. No comparable provision is found in the Company's current constitutional documents but it is considered sensible to include this provision, which is typical for AIM listed companies, in order to reduce the administrative burden on the Company.

7.5. Borrowing

• 7.5.1.The ABCA provides that, without shareholder authorization, directors of a corporation may borrow money on the credit of the corporation, may issue, reissue, sell, pledge or hypothecate a debt obligation of the corporation, may give a guarantee on behalf of the corporation to secure performance of an obligation of any person and may mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.
• 7.5.2.The Articles shall not contain any restrictions on the Board's ability to borrow any sums of money.

7.6. The City Code on Takeovers

• 7.6.1.Following the Continuance, the City Code on Takeovers and Mergers (the "City Code") will apply to takeovers of the Company. The City Code is based on six General Principles:
• (a) all holders of the securities of an offeree company of the same class must be afforded equivalent treatment; moreover, if a person acquires control of a company, the other holders of securities must be protected;
• (b) the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the bid; where it advises the holders of securities, the board of the offeree company must give its views on the effects of implementation of the bid on employment, conditions of

employment and the locations of the company's places of business;

• (c) the board of an offeree company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the bid;
• (d) false markets must not be created in the securities of the offeree company, of the offeror company or of any other company concerned by the bid in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted;
• (e) an offeror must announce a bid only after ensuring that he/she can fulfil in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration; and
• (f) an offeree company must not be hindered in the conduct of its affairs for longer than is reasonable by a bid for its securities.
• 7.6.2.The Panel on Takeovers and Mergers (the "Panel") is an independent body whose main functions (which are on a statutory footing in Jersey) are to issue and administer the City Code and to supervise and regulate takeovers and other matters to which the City Code applies in accordance with the rules set out in the City Code. The City Code is designed to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The City Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.
• 7.6.3.Under Rule 9 of the City Code, any person who acquires an interest (as defined in the City Code) in shares which, taken together with shares in which that person is already interested and in which persons acting in concert with such person are interested, carry 30% or more of the voting rights of a company which is subject to the City Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.
• 7.6.4.Similarly, when any person, together with persons acting in concert with such person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person.
• 7.6.5.Unless the Panel otherwise consents, an offer under Rule 9 must be made to all other shareholders, be in cash (or have a cash alternative) at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interests in shares of the company during the 12 months prior to the announcement of the offer and not be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50% of the voting rights.
• 7.6.6.In addition to the City Code, the Norwegian Securities Trading Act's rules on takeovers will, in the same way as prior to the Continuance, apply to takeovers of the Company as a consequence of the Company's listing on the Oslo Børs for as long as the Company remains listed on Oslo Børs.

7.7. Jersey takeovers and mergers generally

Articles 116 to 124A of the CJL set out the provisions dealing with takeover offers of Jersey companies and detail certain "squeeze out'' provisions. Under the CJL, if, following a take-over offer (which is defined as "an offer to acquire all the shares, or all the shares of any class or classes, in a company (other than shares which at the date of the offer are already held by the offeror), being an offer on terms which are the same in relation to all the shares to which the offer relates''), an offeror has acquired or contracted to acquire not less than nine-tenths in number of the shares of a no par value company (such as the Company) to which the offer relates, the offeror may give notice, in accordance with the CJL to the holders of those shares to which the offer relates which the offeror has not acquired or contracted to acquire, that it desires to acquire those shares. Subject to the provisions of the CJL, upon service of the notice by the offeror, it shall become entitled and be bound to acquire the shares. A minority shareholder also has a right, pursuant to the CJL, to be bought out by an offeror. Where a notice is given under the CJL to the holder of any shares, the Royal Court of Jersey may, on an application made by the shareholder within 6 weeks from the date on which the notice was given, order that the offeror shall not be entitled and bound to acquire the shares or specify terms of acquisition different from those of the offer. CJL permits two or more companies (which need not all be Jersey incorporated companies) to merge to form one successor company. In the case of any company incorporated in Jersey, any such merger is subject to approval of its board of directors and to approval by special resolution of the company (and, where applicable, by special resolution of each class of shares where there is more than one class of shares in issue), in addition to certain other substantive and procedural requirements.

7.8. Shareholder Proposals

• 7.8.1.The ABCA provides that a shareholder who holds at least 1% of the total number of outstanding voting shares of the corporation, provided that such voting shares have a fair market value of at least CAD\$2,000, and provided that the proposing shareholder has support of Shareholders holding 5% of the total number of outstanding voting shares of the corporation, may submit to the corporation notice of any matter that the shareholder proposes to raise at a meeting called by the corporation and may discuss any such matter at the meeting. If such a proposal is submitted to the corporation at least 90 days before the anniversary of the date of the notice of meeting that was sent to shareholders in connection with the previous annual meeting of shareholders, a corporation who receives such a proposal is required to set out the proposal in its management information circular.
• 7.8.2.As well as providing a right for shareholders to requisition general meetings of a company (which is mentioned above), the CJL permits members of a company who represent not less than 10% of the total voting rights of all members entitled to vote on the particular resolution, to require (subject to certain procedural and substantive requirements) the company to circulate a written resolution (together, if requested, a statement of not more than 1,000 words on the subject matter of the resolution) within 21 days of becoming subject to the requirement to circulate the resolution.
• 7.8.3.The Articles will give Shareholders the right to require the Company to circulate to Shareholders entitled to receive notice of the next annual general meeting notice of a resolution that is intended to be moved at the meeting. Only Shareholders representing at least 10% of the total voting rights of all Shareholders who have a right to vote on the resolution at the meeting shall be entitled to exercise this right, which is further subject to certain other procedural and substantive requirements.

7.9. Notice and Disclosure Obligations

• 7.9.1.The ABCA does not contain notice and disclosure provisions but the current articles of the Company do contain notice and disclosure provisions. The Articles, however, will include provisions similar to those that govern English listed companies, which will enable the Company to establish who ultimately owns its shares. Such provisions will permit the Company to give a disclosure notice to any person whom the Company knows or has reasonable cause to believe is interested in the Company's shares or has been so interested at any time during the three years immediately preceding the date on which the disclosure notice is issued (the "Disclosure Period"). The disclosure notice may require the person to confirm whether he, she or it has such an interest and, if he, she, or it holds, or has held such interest during the Disclosure Period, to provide further information as may be required, including particulars of his, her, or its past or present interest in the shares held during the Disclosure Period.
• 7.9.2.Further, the disclosure notice may require the person to whom it is addressed, where his, her or its interest is a present interest and another interest in the shares subsists, or another interest in the shares subsisted during the Disclosure Period at a time when his, her, or its interest subsisted, to give such particulars with respect to that other interest as may be required by the notice. These particulars may include the identity of persons interested in the shares and whether persons interested in the shares are or were parties to an agreement to acquire interests in a particular company or an agreement or arrangement relating to the exercise of any rights conferred by the holding of the shares or the nature and extent of any interest in the shares.
• 7.9.3.If a person interested in less than 0.25% of the shares of a class receives a disclosure notice and does not provide the necessary information in the requisite time period, that person will not be entitled to vote personally or by proxy at any meeting of Shareholders or exercise any other right regarding meetings of the Company conferred by membership.
• 7.9.4.If a person who is interested in 0.25% or more of the shares of a class receives a disclosure notice and does not provide the necessary information in the requisite time period, that person will not be entitled to vote personally or by proxy, at any meeting of Shareholders or to exercise any other right regarding meetings of the Company conferred by membership, to receive a dividend, or to transfer or agree to transfer any shares or rights therein.
• 7.9.5.The Articles will also incorporate Chapter 5 of the UK Listing Authority's Disclosure and Transparency Rules (the "Rules") with respect to vote holder and issuer notification rules, which AIM considers best practice for foreign companies to adopt.

8. SECURITIES MATTERS

• 8.1. As a result of the Continuance, the DIs over Common Shares that are currently traded on AIM in London will be either DIs over Shares or substituted with Shares, which will have a new ISIN and SEDOL. Under the AIM Rules, this requires a readmission of the Company's Common Shares to trading on AIM, albeit as a "quoted applicant," as defined in Rule 2 of the AIM Rules, and accordingly, the readmission will not require a full admission document, but rather a Schedule 1 to be submitted to AIM, no less than 20 business days prior to the date of readmission. It is currently expected that the readmission date will be immediately after the Continuance takes effect. This is subject to AIM approval and completion by the Company of all of AIM's requirements. The Schedule 1 will be made available on the Company's website and notified on a Regulatory Information Service. It is not expected that this process will create any further interruption to the normal trading facilities of AIM afforded to Shareholders.
• 8.2. Further, the VPS Interests over the Canadian shares that are currently traded on Oslo Børs will from the effective date of the Continuance be VPS Interests over Jersey shares, which will have a new ISIN. Under the Continuing Obligations, the Continuance will require a report to be submitted to Oslo Børs explaining whether the Company following the Continuance satisfies the requirements for listing on Oslo Børs. If the Delisting Resolution is passed with the required majority, said report will be included in the Company's application for delisting from Oslo Børs. The report shall be submitted to Oslo Børs within five days of the Meeting.
• 8.3. Oslo Børs may then within 15 business days require that the Company submits a full listing application and also that additional aspects of a normal listing process must be followed. It is, however, not expected that Oslo Børs will impose such requirements if the Company at the same time applies for the Delisting.
• 8.4. If the Delisting Resolution is passed with the required majority, and the Company's application for delisting from Oslo Børs is approved by Oslo Børs, it is expected that Oslo Børs will allow the Shareholders a transitional period before the Delisting may become effective. It is expected that the Continuance will become effective during such transitional period.
• 8.5. The VPS Interests will, unless otherwise decided by Oslo Børs, remain listed and tradable on Oslo Børs pending Oslo Børs' decision on the Delisting and such listing and trading will have to be continued if Oslo Børs does not approve the application for Delisting.
• 8.6. In the event the Delisting Resolution is not passed with the required majority, the application for delisting will not be submitted and the VPS Interest will remain listed and tradable on Oslo Børs, subject to the Company's fulfilment of the requirements for continued listing on Oslo Børs.
• 8.7. It is expected that the Shares will, following the Continuance, continue to be tradeable through the relevant book-based systems in the U.K. (CREST) and Oslo (for as long as the Shares remain listed on Oslo Børs). Trading in Shares following the Continuance would be under the new ISIN, SEDOL and CUSIP numbers referred to above.

9. CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

• 9.1. The following is a summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act") as of the date hereof, generally applicable to the Company and Shareholders, including those who choose to exercise dissent rights (see section 13 of the Information Circular on "Rights of Dissent to the Continuance"). This summary only applies to Shareholders who are, and remain at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention (i) resident or deemed to be resident in Canada, (ii) who beneficially own the Common Shares / Shares as capital property, and (iii) who deal at arm's length and are not affiliated with the Company (a "Holder"). Common Shares / Shares will generally be considered to be capital property to a Holder provided such Holder does not hold such Common Shares in the course of carrying on a business or trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Holders who might not otherwise be considered to hold their Common Shares as capital property may, in certain circumstances, be entitled to have such Common Shares and all other "Canadian securities", as defined in the Tax Act, treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act (but any such election would not be applicable in respect of such Shares on or after the Continuance).
• 9.2. This summary is not applicable to a Holder (i) that is a "financial institution" as defined in the Tax Act for the purposes

of the mark-to-market rules, (ii) that is a "specified financial institution", as defined in the Tax Act, (iii) an interest which is in a "tax shelter investment", as defined in the Tax Act, (iv) that makes or has made a "functional currency" reporting election for the purposes of the Tax Act; (v) that has entered into, or will enter into, a "derivative forward agreement" or a "synthetic disposition arrangement" as defined in the Tax Act in respect of the Common Shares / Shares; (vi) that is a corporation resident in Canada that is, or does not deal at arm's length with a corporation resident in Canada that is, at any time controlled by a non-resident corporation for purposes of the "foreign affiliate dumping" rules in the Tax Act; or (vii) that has share ownership in the Company such that the Company will, at any time after the Continuance, be a "foreign affiliate". Such Holders should consult their own advisors.

• 9.3. Once the Company is granted a Certificate of Continuance it will be deemed, for purposes of the Tax Act, to have been incorporated in Jersey at that time and, as a result, will cease to be a resident of Canada provided its central management and control is not situated in Canada. This summary is based on the assumption that, upon the Continuance, the Company will cease to be a resident of Canada for purposes of the Tax Act and that the central management and control of the Company will not be situated in Canada on or after the time of the Continuance. This summary further assumes that, pursuant to the applicable corporate law, the Company will remain the same corporate entity following the Continuance and that the Continuance will not result in any disposition of the Common Shares or of any property of the Company.
• 9.4. This summary is based upon the provisions of the Tax Act in force on the date of this Information Circular and the current published administrative policies and assessing practices of the Canada Revenue Agency ("CRA") publicly available prior to the date of this Information Circular. This summary takes into account all specific proposals to amend the Tax Act which have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this Information Circular (the "Proposed Amendments") and assumes that the Proposed Amendments will be enacted in their current form. There can be no assurance that any of the Proposed Amendments will be implemented in their current form or at all. Except for the Proposed Amendments, this summary does not otherwise take into account or anticipate any changes in law, whether by legislative, governmental or judicial decision or action, or changes in the administrative or assessing practices and policies of the CRA. In addition, this summary does not take into account other federal or any provincial, territorial or foreign tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed in this Information Circular.
• 9.5. This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to the Company or a Shareholder and has limited applicability to partnerships, estates, trusts, persons subject to specialized tax treatment such as registered charities or tax-exempt persons, tax deferred retirement savings or other plans, real estate investment trusts or mutual funds. This summary is of a general nature only and is not intended to be legal or tax advice to the Company or a Shareholder. It is strongly recommended that each Shareholder consult their own tax advisors for advice with respect to the Canadian tax consequences of the Continuance based on their particular circumstances.

9.6. Tax Consequences of Continuance – Application to the Company

• 9.6.1.The "corporate emigration" rules under the Tax Act apply to the Company upon the Continuance. As a result, the Company will be deemed to have a tax year end immediately prior to the Continuance and a new tax year will begin at the time of the Continuance.
• 9.6.2.The Company will be deemed to have disposed of all of its property immediately before the Continuance for proceeds of disposition equal to the fair market value of its property at that time. Any gains or losses realized by the Company from the deemed disposition will be taken into account when determining the Company's taxable income for the taxation year deemed to end immediately before the Continuance. The amount of any taxable income so determined will be subject to tax in accordance with the provisions of the Tax Act.
• 9.6.3.The Company may be required to pay a one-time tax upon emigration from Canada equal to the amount by which the fair market value of all property immediately before the continuance exceeds the aggregate liabilities of the Company at that time (other than dividends payable and taxes payable in connection with the emigration tax) and the amount of paid-up capital on all outstanding Common Shares. The Company has reviewed its assets, liabilities, paid-up capital and other tax attributes with the assistance of professional advisors and does not expect to have a material amount of tax to pay under the Tax Act (or under any applicable provincial or territorial tax legislation) as a result of the Continuance. This conclusion is based in part on determinations of factual matters, including determinations regarding the fair market value of the Company's assets and tax attributes, any or all of which could change prior to the effective time of the Continuance and could be challenged by the CRA.

9.7. Tax Consequences of Continuance – Application to Holders of Common Shares

Except as described below under the heading "Rights of Dissent to the Continuance", a Holder will not dispose of Common Shares solely as a consequence of the Continuance.

9.8. Dividends Received after Continuance

Dividends received or deemed to be received by a Holder after the Continuance will be required to be included in computing the Holder's income. As a consequence of the Company ceasing to be a resident of Canada, the following provisions in the Tax Act governing dividends or deemed dividends will no longer apply:

• (a) a Holder who is an individual will not benefit from the gross-up and dividend tax credit rules applicable under the Tax Act to dividends received from taxable Canadian corporations;
• (b) a Holder that is a taxable Canadian corporation will generally be required to include such payments in its income, but will no longer be entitled to the intercorporate dividend deduction in computing taxable income which generally applies to dividends received from taxable Canadian corporations; and
• (c) dividends received by a corporate Holder that is a "private corporation" or "subject corporation" as defined in the Tax Act will no longer be liable to tax under Part IV of the Tax Act.

9.9. Foreign Property Information Reporting after Continuation

• 9.9.1.Subsequent to the Continuance, a Holder may need to comply with certain foreign property information reporting applicable to a "specified Canadian entity" holding "specified foreign property" (as such terms are defined in the Tax Act) with a tax cost that exceeds CAD\$100,000. Shares will be "specified foreign property" to a Holder following the Continuance.
• 9.9.2.The reporting rules in the Tax Act relating to "specified foreign property" are complex. This summary does not purport to address all circumstances in which reporting may be required by a Holder. Holders should consult their own tax advisors regarding these reporting rules contained in the Tax Act.

9.10. Eligibility for Investment

• 9.10.1. Provided that at all relevant times the Shares remain listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the Oslo Børs), the Shares will, following the Continuance and prior to the Delisting, remain qualified investments under the Tax Act for trusts governed by a registered retirement saving plan ("RRSP"), registered retirement income fund ("RRIF"), registered education savings plan ("RESP"), registered disability savings plan ("RDSP"), deferred profit sharing plan, registered retirement income fund ("RRIF"), and tax-free savings account ("TFSA", and all such trusts, "Deferred Plans").
• 9.10.2. In the event that the Delisting occurs, the Shares will cease to be "qualified investments" for Deferred Plans. Consequently, a Deferred Plan that holds Shares following the Delisting will be subject to penalty taxes under the Tax Act in respect of such holdings. Individuals who are holders, subscribers or annuitants under any Deferred Plan should immediately consult with their financial advisors and tax advisors with respect to the Delisting.
• 9.10.3. It should be noted that if the Delisting Resolution is not passed with the required majority, notwithstanding that Shares may be "qualified investments" for a Deferred Plan, the holder of a RDSP or TFSA, the subscriber of a RESP or annuitant under such RRSP or RRIF, as the case may be, will be subject to a penalty tax in respect of the Shares if such holding is a "prohibited investment" and not "excluded property" as defined in the Tax Act for the Deferred Plan. Shares will generally be a "prohibited investment" if the holder of a RDSP or TFSA, the subscriber of a RESP or an annuitant under a RRSP or RRIF, as the case may be, (i) does not deal at arm's length with the Company for purposes of the Tax Act, or (ii) has a "significant interest" (within the meaning of the Tax Act) in the Company. Generally, a holder, subscriber or annuitant, as the case may be, will not have a significant interest in the Company provided the holder, subscriber or annuitant, together with persons with whom the holder, subscriber or annuitant does not deal at arm's length, does not own (and is not deemed to own pursuant to the Tax Act), directly or indirectly, 10% or more of the issued shares of any class of the capital stock of the Company or of any other corporation that is related to the Company.

9.10.4. Holders who hold Common Shares in this manner are urged to consult their tax advisors.

9.11. Dissenting Shareholders

• 9.11.1. A Holder who duly and validly exercises ABCA Dissent Rights (a "Dissenting Holder") will be entitled to be paid by the Company the fair value of the Common Shares held by that Holder. A Dissenting Holder will be deemed to have disposed of such Common Shares to the Company for proceeds of disposition equal to the amount received by the Holder (excluding the amount of any interest awarded by a court and the amount, if any, treated as a dividend received from the Company for the purposes of the Tax Act). The following discussion assumes that a Holder's right to such payment does not arise until the Continuance is effective and, at such time, the Company is no longer a resident of Canada for Canadian tax purposes.
• 9.11.2. As a result, such Dissenting Holder will generally realize a capital gain (or a capital loss) to the extent that such proceeds of disposition net of any reasonable costs of disposition exceed (or are exceeded by) the adjusted cost base to the Dissenting Holder of such Common Shares. Generally, one-half of any capital gain (a "taxable capital gain") realized by a shareholder in a taxation year must be included in the shareholder's income for the year, and one-half of any capital loss (an "allowable capital loss") realized by a shareholder in a taxation year must be deducted from taxable capital gains realized by the shareholder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.
• 9.11.3. A Dissenting Holder that is, throughout the relevant taxation year, a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional refundable tax on its "aggregate investment income" for the year, which is defined to include interest and the "eligible portion" of taxable capital gains.
• 9.11.4. Dissenting Holders should consult their own tax advisors concerning the tax consequences of an exercise of their dissent rights.

10. CERTAIN NORWEGIAN TAX CONSIDERATIONS

10.1. This section describes certain tax rules in Norway applicable to shareholders who are resident in Norway for tax purposes ("Norwegian Shareholders"). The statements herein regarding Norwegian taxation are based on the laws in force in Norway as of the date of this Information Circular and are subject to any changes in law occurring after such date. Such changes could be made on a retrospective basis. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the shares. It does not constitute legal or tax advice. Investors are advised to consult their own tax advisors concerning the overall tax consequences of their ownership of shares. The statements only apply to shareholders who are beneficial owners of shares. Please note that for the purpose of the summary below, references to Norwegian Shareholders refer to the tax residency rather than the nationality of the shareholder.

10.2. Income Tax - Norwegian Individual Shareholders

• 10.2.1. Dividends received by individual shareholders resident in Norway for tax purposes ("Norwegian Individual Shareholders") are taxable as ordinary income at a rate of 23%, to the extent the dividends received exceed a statutory tax-exempt allowance. Such amount is, for calculating the tax liability, multiplied with a factor of 1.33, resulting in an effective tax rate of 30.59% on dividends exceeding the statutory tax-exempt allowance (Norwegian: "Skjermingsrenten").
• 10.2.2. The statutory tax-exempt allowance is calculated on each share. The allowance for each share is equal to the cost price of the share multiplied by a determined risk-free interest rate based on the effective interest rate after tax on Norwegian treasury bills with three months maturity. The statutory tax-exempt allowance is calculated for each calendar year and is allocated exclusively to Norwegian Individual Shareholders holding shares at the expiration of the relevant calendar year.
• 10.2.3. Any part of the calculated statutory tax-exempt allowance in one year exceeding the dividends actually paid on a share in such year (excess allowance) may be carried forward and set off against future dividends received on, or gains made

upon the realization of, the same share.

• 10.2.4. The migration of the Company for tax purposes should not be regarded as realisation of shares for Norwegian tax purposes. However, any sale, redemption or other disposal of the shares will be considered a realisation for Norwegian tax purposes. A capital gain or loss through the disposal of shares is therefore taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the Norwegian individual shareholder's ordinary income in the year of the disposal. The income tax rate is 23%. However, the taxable capital gain (after utilising any excess taxexempt allowance) and/or any other tax deductible loss is adjusted by a factor of 1.33, resulting in an effective tax rate of 30.59%. The gain is subject to tax, and the loss is tax deductible, irrespective of the duration of the ownership and the number of shares disposed of.
• 10.2.5. Taxable gains or deductible losses are calculated per share, based on the difference between the consideration paid for the share and the shareholder's cost, the latter including acquisition or realisation costs. From this capital gain, Norwegian Individual Shareholders are entitled to deduct the statutory tax-exempt allowance provided that such allowance has not already been used to reduce the taxable dividend income. The allowance may only be applied to reduce a taxable gain and cannot increase or create a deductible loss.
• 10.2.6. If a Norwegian Individual Shareholder owns shares acquired at different times, a first-in first-out principle applies.

10.3. Income tax - Norwegian Corporate Shareholders

• 10.3.1. Income (dividends and capital gains) from shares in companies resident in the European Economic Area ("EEA") may be tax-exempt for Norwegian corporate shareholders. Corporate shareholders such as, but not limited to, public and private limited companies, and investment funds ("Norwegian Corporate Shareholders") qualify under the Norwegian participation exemption method (Norwegian: "Fritaksmetoden").
• 10.3.2. Following Continuance, the Company will become a tax resident in the UK and as such any dividends distributed from the Company to a Norwegian Corporate Shareholder should therefore generally be tax-exempt. However, unless the shareholder holds, directly or indirectly, more than 90% of the shares and the voting rights in the distributing company, 3% of all tax-exempt income shall be entered as general income and taxed at the ordinary corporate income tax rate of 23%, thus implying that dividends received are effectively taxed at a rate of 0.69%.
• 10.3.3. Capital gains derived by a Norwegian Corporate Shareholder from a disposal of shares in companies tax resident within the EEA are generally tax-exempt. Losses upon the disposal of shares and costs incurred in connection with the purchase and disposal of such shares are correspondingly not deductible.
• 10.3.4. For capital gains from redemption or realisation of shares in a company tax resident in what is deemed a low-tax jurisdiction within the EEA, the Norwegian participation exemption method only applies to the extent is deemed to be genuinely established in the relevant jurisdiction and conducts real business activities there.

10.4. Net Wealth Tax

• 10.4.1. The value of shares is included in the calculation of the basis for the annual net wealth tax applicable to Norwegian Individual shareholders. The marginal net wealth tax rate is 0.85% levied on net assets exceeding NOK 1,480,000. The value for listed shares is, for assessment purposes, equal to the quoted trading price as of 1 January in the year of assessment (i.e. the year following the relevant fiscal year).
• 10.4.2. Norwegian Corporate Shareholders are not subject to net wealth tax. Shareholders not resident in Norway for tax purposes are not subject to Norwegian net wealth tax. However, individuals who are tax resident outside Norway may be liable for the net wealth tax if the shareholding is effectively connected with a business activity carried out in or managed from Norway.

10.5. Other taxes

10.5.1. Under current Norwegian law, tax is not imposed on transfers of shares through gift or inheritance. Further, no VAT, stamp or similar transfer taxes/duties are levied on transfer of shares, on acquisition or disposal.

11. CERTAIN UK TAX CONSIDERATIONS

11.1. The following summary, which is intended as a general guide only, outlines certain aspects of UK taxation law as it is understood to apply at the date of this document and is not intended to be (i) a complete and exhaustive analysis of all tax considerations in relation to holders of Common Shares or (ii) an analysis of the tax position of the Company. In addition, it does not constitute legal or tax advice.

11.2. The Company

11.2.1. Corporation tax

• (a) The Board intends to conduct the Company's affairs such that, based on current law and practice of the relevant tax authorities, the Company will not become resident for tax purposes in any territory other than the UK.
• (b) A company that is resident in the UK for tax purposes will be subject to corporation tax on its worldwide profits, subject to certain exemptions. Corporation tax is imposed on the total amount of income earned from all sources in the company's accounting period, including any chargeable gains.
• (c) No immediate corporation tax liability should arise on the Company delisting from the Oslo Boers or on a Company becoming UK resident.
• (d) The standard corporation tax rate is 19% reducing to 17% from 1 April 2020.

11.3. The Shareholders

• 11.3.1. The comments are intended as a general guide and (other than where expressly stated to the contrary) apply only to shareholders who are resident for tax purposes in the UK, who are absolute beneficial owners of the shares in the Company and who hold their shares as an investment (other than under a personal equity plan or individual savings account). These comments do not deal with certain types of shareholders such as charities, dealers in securities, persons holding or acquiring shares in the course of a trade, persons who have or could be treated for tax purposes as having acquired their shares in the Company by reason of their employment, collective investment schemes, persons subject to UK tax on the remittance basis and insurance companies. Any person who is in any doubt as to his or her tax position or who is subject to taxation in a jurisdiction other than the UK should consult his or her professional advisers immediately as to the taxation consequences of their ownership and disposition of Common Shares. This summary is based on current UK tax legislation. Shareholders should be aware that future legislative, administrative and judicial changes could affect the taxation consequences described below.
• 11.3.2. Investors are encouraged to consult an appropriate independent professional tax adviser in respect of their position.
• 11.3.3. Generally, Shareholders will not recognise a disposal of the Common Shares on the Continuance.

11.3.4. Tax on dividends

(a) The Company is not required to withhold UK tax when it pays a dividend. The amount of any liability to UK tax on dividends will depend on the individual circumstances of the shareholder.

(b) UK Resident Individual Shareholders

Dividends received from the Company by a UK resident shareholder will form part of the shareholder's total income for income tax purposes and will constitute the top slice of that income. A nil rate of income tax will apply to the first £2,000 of taxable dividend income received by the shareholder in a tax year. Where the dividend income is above the £2,000 dividend allowance, the first £2,000 of the dividend income will be charged at the nil rate and any excess amount will be taxed at the rate that would apply to that amount if the nil rate did not exist. The rates are 7.5 per cent to the extent that the excess amount falls within the basic rate tax band, 32.5 per cent to the extent that the excess amount falls within the higher rate tax band and 38.1 per cent to the extent that the excess falls within the additional rate tax band.

(c) UK Resident Corporate Shareholders

Shareholders within the charge to UK corporation tax which are "small companies" (for the purposes of UK taxation

of dividends) will not generally expect to be subject to tax on dividends from the Company. Other Shareholders within the charge to UK corporation tax will not be subject to tax on dividends from the Company in respect of Common Shares held, provided the dividends fall within an exempt class and certain conditions are satisfied.

(d) Non-UK Resident Shareholders

A Shareholder resident outside the UK may be subject to foreign taxation on dividend income under applicable local law. A Shareholder who is resident outside the UK for tax purposes should consult their own tax adviser concerning their position on dividends received from the Company.

11.3.5. Tax on Chargeable Gains

• (a) Liability to UK tax on chargeable gains will depend on the individual circumstances of each of the Shareholders.
• (b) For the purpose of UK tax on chargeable gains, the amount originally paid for the Common Shares by a Shareholder will usually constitute the base cost of a Shareholder's holding of Common Shares.

(c) UK Resident Individual Shareholders

• (i) In the absence of any available allowances and reliefs, a gain arising on disposal of Common Shares by a UK resident individual shareholder will be taxed at the rate of 10 per cent, except to the extent that the gain (calculated in sterling) when it is added to the Shareholder's other taxable income in excess of the personal allowance and other gains in the relevant tax year, exceeds the upper limit of the basic rate income tax band, it which case it will be taxed at the rate of 20%.
• (ii) The chargeable gains tax annual exemption may be available to an individual shareholder (currently £11,100 for individuals) to offset against chargeable gains realised on disposal of the shareholder's shares in the Company.

(d) UK Resident Corporate Shareholders

For a shareholder which is a UK resident company, any gain on the disposal of its shares in the Company will be subject to corporation tax (at 19% reducing to 17% from 1 April 2020) in the absence of any available exemptions or relief.

(e) Non-UK Resident Shareholders

• (i) Subject to the below, a Shareholder who is not resident in the UK for tax purposes will not generally be subject to UK tax on chargeable gains unless they carry on a trade, profession or vocation in the UK through a branch or agency or (in the case of a company) a permanent establishment and the shares disposed of are used or held for the purposes of that branch, agency or permanent establishment.
• (ii) A Shareholder who is an individual, who has ceased to be resident for tax purposes in the UK for a period of less than 5 years and who disposes of shares in the Company during that period may be liable to UK taxation of chargeable gains (in the absence of any available exemptions or reliefs). If applicable, the tax charge will arise in the tax year that the individual returns to the UK.

11.4. Inheritance Tax

• 11.4.1. Individual and trustee Shareholders domiciled or deemed to be domiciled in any part of the UK may be liable on occasions to inheritance tax ("IHT") on the value of any Common Shares held by them. Under current law, the primary occasions on which IHT is charged are on the death of the Shareholder, on any gifts made during the seven years prior to the death of the Shareholder (which will be brought into account when calculating IHT on the death of the Shareholder), and on certain lifetime transfers, including transfers to trusts or appointments out of trusts to beneficiaries, save in very limited and exceptional circumstances.
• 11.4.2. However, relief from IHT known as business property relief ("BPR") may apply to common shares in trading companies once these have been held for two years by the Shareholder. This relief applies notwithstanding that a company's shares are trading on AIM (although it does not apply to companies whose shares are listed on the official list of the London Stock Exchange excluding AIM). If it applies, BPR operates by reducing the value of shares by 100

per cent for IHT purposes which means that there should be no IHT to pay. If shares are admitted to the official list of the London Stock Exchange excluding AIM the benefit of BPR is lost in most cases.

11.5. Stamp Duty and Stamp Duty Reserve Tax

11.5.1. No UK stamp duty or stamp duty reserve tax should be payable by a Shareholder on the migration of the place of incorporation and residency of the Company or the removal of the Common Shares from the Oslo Boers. There should be no stamp duty or stamp duty reserve tax payable on the transfer of Common Shares admitted to trading on AIM provided that the shares are not listed on any other recognised stock exchange. However, in any event, where the shares are listed on any other recognised stock exchange, no stamp duty or stamp duty reserve tax should be payable on transfers of Common Shares provided that the transfer is effected offshore and the Common Shares continue to be registered on a register kept overseas (and not in the UK).

12. RISK FACTORS

• 12.1. This Information Circular should be read in conjunction with the Company's annual management discussion and analysis ("MD&A") dated as of June 30, 2018, which disclose certain general risks faced by the Company and its subsidiaries. In addition to these general risks, the Company has identified additional risks with respect to the Continuance, which are described below. Accordingly, Shareholders should consider carefully the specific risk factors set out below in addition to the other information contained in this Information Circular. The Company considers the following risks to be the most significant, but these risks are not set out in any particular order of priority. In particular, the Company's performance may be materially and adversely affected by changes in the market and/or economic conditions and by changes in the laws and regulations (including any tax laws and regulation) relating to, or affecting, the Company or the interpretation of such laws and regulations.
• 12.2. If any of the risks identified below and in the Company's MD&As materialise, the business, financial condition, results or future operations of the Company could be materially and adversely affected. In such circumstances, the trading price of the Shares could decline and Shareholders could lose part or all of their investment in the Shares. In addition, the risks below, as well as those in the Company's MD&As, are not the only risks to which the Company may be subject. The Company may be unaware of certain risks or believe certain risks to be immaterial which later prove to be material.
• 12.3. Therefore, the information set out in this Information Circular should be carefully considered, together with the risks normally associated with businesses of a similar nature to the Company, the risks disclosed in the Company's MD&As mentioned above, and those risks described below which solely relate to the Continuance.

12.4. Changes to the Tax Law in the UK

The rates of taxation in the UK may change, which could adversely affect the financial prospects of the Company and/or the returns available to Shareholders. The tax rates in the UK referred to in this Information Circular are those prevailing as at the date of this Information Circular. Any change in these rates or in UK tax legislation could impose a new tax liability or increase an existing tax liability.

12.5. Maintenance of Tax Residence in the UK

In order to ensure the Company does not become tax resident in any jurisdiction other than the UK, the Company will be required to be controlled and managed in the UK. The composition of the Board, the place of residence of the individual members of the Board and senior management and the location(s) in which the Board makes decisions will be important in ensuring that the Company does not become tax resident in any jurisdiction other than the UK. Following the Continuance, the Company must also ensure that management and control decisions are made in the UK, so that the Company does not become tax resident in a jurisdiction other than the UK. Failure to maintain tax residence in the UK could potentially lead to the Company being considered tax resident in a jurisdiction other than the UK, which in turn could have a material adverse effect on the Company's business, financial condition and prospects and/or operating results. To address this risk, the Company intends to maintain a head office in the UK, to have at least one executive director resident in the UK and to hold regular meetings of the Board in the UK.

12.6. Potential exposure to Norwegian Controlled Foreign Corporations taxation

If Norwegian shareholders control a company (i.e. directly or indirectly own or control at least 50% of the shares or the capital of a company) that is resident in a low tax jurisdiction such as Jersey, Channel Islands, such Norwegian shareholders may be subject to Norwegian taxation according to the Norwegian Controlled Foreign Corporations regulations (Norwegian CFC regulations). Such taxation could apply with respect to the Company if the Company becomes subject to the control of Norwegian shareholders. If the Norwegian shareholders of the Company are subject to Norwegian CFC taxation, such Norwegian shareholders are taxed in Norway on their proportionate share of the net profits generated by the relevant foreign company, calculated according to Norwegian tax regulations. The income will be subject to Norwegian taxation, currently at a rate of 23%.

12.7. Rights of Shareholders and Fiduciary Duties owed by the Board will be Governed by Jersey Law and the M&A

It is intended that the Company be continued under the CJL. The rights of Shareholders and the fiduciary duties that the Board owes to the Company and Shareholders will be governed by Jersey law and the M&A. As a result, the rights of Shareholders and the fiduciary duties owed to them and the Company will differ from those under the ABCA and may differ in material respects from the rights and duties that would be applicable if the Company were organized under the laws of a different jurisdiction or if the Company was not permitted to vary such rights and duties in its M&A. Shareholder rights in the context of a takeover or merger will be governed by The City Code. The Company will also be governed by the relevant rules of the Oslo Børs and the London Stock Exchange whilst it remains listed on either or both of these stock exchanges. See above under the headings "Comparison between Canada and Jersey Corporate Law" and "Other Implications Affecting the Company and Security holders".

12.8. Exit of the UK from the European Union

The UK government triggered Article 50 of the Treaty on European Union on 29 March 2017. This means that the UK will leave the EU by 29 March 2019 ("Brexit"). Brexit will have an impact on Jersey even though it is not part of the UK. The extent of the impact which it will have on the Company will depend in part on the nature of the arrangements that are put in place between the UK and the EU following Brexit and the extent to which the UK continues to apply laws that are based on EU legislation. As such, it is not possible at this stage to state the impact that Brexit would have on the Company and its business. Brexit may also make it more difficult for the Company or its potential future subsidiaries to do business and raise capital in the EU and/or increase the regulatory compliance burden on the Company. This could restrict the Company or its potential future subsidiaries' future activities and thereby negatively affect returns.

12.9. The Company's ability to pay dividends in the future depends, among other things, on its group's financial performance and is therefore not guaranteed.

The ability of the Company to pay a dividend on the Shares will depend on, inter alia, the solvency of the Company. Before any dividend or distribution can be paid by the Company, the CJL requires the directors authorising a distribution or dividend to certify that, in their opinion, the Company will be able to discharge its liabilities as they become due immediately after the payment of that dividend or distribution and will be able to do so for the next 12 months. If at the time any dividend payment is to be authorised, or at any time before any dividend payment is to be made, the directors believe that the solvency test cannot be passed, then no payment may be made to holders of the Shares.

12.10.Shareholders who maintain their VPS Interests in the VPS Register following the Delisting may have difficulties trading their VPS Interests and will need to transfer their VPS Interests to CREST to trade on a more liquid market

It may be more difficult for Shareholders who maintain their VPS Interests in the VPS Register following the Delisting from Oslo Børs to trade their VPS Interests. There can be no assurance that trades in VPS Interests following the Delisting may be carried out at prices and volumes deemed satisfactory by the Shareholders. In order for Shareholders who maintain their VPS Interests following the Delisting to trade their Common Shares on AIM, Shareholders will need to transfer their VPS Interests to CREST.

12.11.The Continuance is subject to regulatory consent

The Continuance is subject to the approval of the JFSC pursuant to the terms of the CJL and associated policies operated by the JFSC. This includes the JFSC's "Sound Business Practice Policy" pursuant to which the JFSC may apply additional scrutiny to businesses operating in certain sectors, including (among others) financial services, pharmaceutical goods and, relevant for the Company, involvement, directly or indirectly, in mining, drilling or quarrying for natural resources. Accordingly, it may be necessary for the Company to provide additional information on its business activities to the JFSC as part of the application for Continuance. Ultimately, while many businesses operating in this sector are structured through Jersey already, the JFSC retains ultimately discretion on whether to allow or refuse an application for Continuance.

12.12. Rights and remedies under the Articles

In compliance with the requirements of the Alberta Registrar of Corporations, the Articles will (as detailed above) provide for certain dissent rights, an oppression remedy and a derivative action remedy similar to equivalent rights and procedures as they apply in Canada under the ABCA. The enforceability of such rights and remedies in the articles of association of a Jersey company is largely untested and the Company is not aware of any relevant reported decisions of the relevant court in Jersey. As a general matter, while the relevant court in Jersey will generally interpret the constitutional documents of a company incorporated in Jersey (which is a statutory contract among the company and its members, pursuant to the CJL) as a business document and in accordance with similar principles as those which apply in the United Kingdom, the court does retain an ultimate inherent jurisdiction on whether or not to enforce or allow reliance upon such constitutional documents. In addition, as a general matter enforcement may, among other things, also be limited by general principles of law (including as to creditors' rights, illegality, public policy and statutory powers).

13. RIGHTS OF DISSENT TO THE CONTINUANCE

• 13.1. The following description of the dissent right procedures are not a comprehensive statement of the procedures to be followed by a Shareholder that exercises the right to dissent to the Continuance ("ABCA Dissent Rights") and are qualified in their entirety by reference to the ABCA, which is attached to this Information Circular as Schedule F.
• 13.2. In general, any Registered Shareholder who exercises the ABCA Dissent Right with respect to the Continuance Resolution in compliance with Section 191 of the ABCA will be entitled, in the event that the Continuance becomes effective, to be paid by the Company the fair value of the Common Shares held by the ABCA Dissenting Shareholder determined as of the close of business on the last business day (in Alberta) before the day on which the Continuance Resolution is approved by the Shareholders.
• 13.3. A Shareholder validly exercising ABCA Dissent Rights (an "ABCA Dissenting Shareholder") will, on the effective date of the Continuance, be deemed to have transferred the ABCA Dissenting Shareholder's Common Shares to the Company for cancellation and will cease to have any rights as a holder of Common Shares except for the entitlement to be paid fair value for such Common Shares in accordance with the continuance dissent procedures. In no event will the Company or any other Person be required to recognize an ABCA Dissenting Shareholder as a Shareholder of the Company after the deemed transfer of the Common Shares of that holder.
• 13.4. A Registered Shareholder wishing to exercise the ABCA Dissent Right who, for any reason, does not properly fulfil each of the continuance dissent procedures, acts inconsistently with such dissent or who for any other reason is not entitled to be paid the fair value of the holder's Common Shares will be treated as if the Shareholder had participated in the Continuance on the same basis as a non-dissenting Shareholder.
• 13.5. If a Registered Shareholder wishes to dissent, such ABCA Dissenting Shareholder must send to the Company a written objection to the Continuance Resolution at or before any meeting of Shareholders at which the resolution is to be voted on. For greater certainty, a vote against the Continuance Resolution or an abstention shall not constitute written objection. An ABCA Dissenting Shareholder must dissent with respect to all Common Shares in which the holder holds a beneficial interest. The written notice should set out the number of Common Shares in respect of which the notice of dissent is being sent and:
• (a) if such number of Common Shares constitutes all of the Common Shares of which the ABCA Dissenting Shareholder is the registered and beneficial owner, a statement to that effect;
• (b) if such number of Common Shares constitutes all of the Common Shares of which the ABCA Dissenting Shareholder is the registered and beneficial owner but if the ABCA Dissenting Shareholder owns additional Common Shares beneficially, a statement to that effect and the names of the Registered Shareholders who hold such additional Common Shares the number of Common Shares held by the Registered Shareholders and a statement that written notices of dissent have or will be sent with respect to such Common Shares; or
• (c) if the ABCA Dissent Right is being exercised by a Registered Shareholder who is not the beneficial owner of the Common Shares, a statement to that effect and the name of the beneficial owner of such Common Shares and a statement that the Registered Shareholder is exercising the ABCA Dissent Right with respect to all Common Shares of the beneficial owner registered in such Registered Shareholder's name.

13.6. The fair value of an ABCA Dissenting Shareholder's Common Shares will be determined as follows:

• (a) if the Company and the ABCA Dissenting Shareholder agree on the fair value of the Common Shares, then the Company must pay that amount to the ABCA Dissenting Shareholder or promptly send notice to the ABCA Dissenting Shareholder that the Company is lawfully unable to pay the ABCA Dissenting Shareholder for its Common Shares; or
• (b) if the ABCA Dissenting Shareholder or the Company has applied to the Court to determine the fair value of the Common Shares, then the Company must pay to the ABCA Dissenting Shareholder the fair value determined by the Court or promptly send notice to the ABCA Dissenting Shareholder that the Company is lawfully unable to pay the ABCA Dissenting Shareholder for its Common Shares.
• 13.7. The Company will be lawfully unable to pay the ABCA Dissenting Shareholder the fair value of its Common Shares if the Company is insolvent or would be rendered insolvent by making the payment to the ABCA Dissenting Shareholder or if the Directors who are to authorize the purchase of the relevant Common Shares of the ABCA Dissenting Shareholder are unable to make the solvency statement required by the CJL.
• 13.8. If the Continuance is not implemented for any reason, ABCA Dissenting Shareholders will not be entitled to be paid the fair value for their Common Shares, and their Common Shares will not be deemed to be transferred to the Company.
• 13.9. The discussion above is only a summary of the continuance dissent procedures which are technical procedures and complex. A Registered Shareholder who intends to exercise the ABCA Dissent Right should carefully consider and comply with the provisions of Section 191 of the ABCA. Persons who are beneficial owners of Common Shares registered in the name of an intermediary such as broker, custodian, nominee, other intermediary, or in some other name, who wish to exercise the ABCA Dissent Right should be aware that only the Registered Shareholder is entitled to exercise the ABCA Dissent Right. It is suggested that any Shareholder wishing to avail himself or herself of the ABCA Dissent Right seek his or her own legal advice as failure to comply strictly with the applicable provisions of the ABCA may prejudice its ABCA Dissent Right.
• 13.10.ABCA Dissenting Shareholders should note that the exercise of the ABCA Dissent Right can be a complex, timeconsuming, and expensive process.
• 13.11.For Norwegian regulatory reasons, it is a condition to the completion of the Continuance that Shareholders who have exercised ABCA Dissent Rights at or before the Meeting, which have not been withdrawn, do not hold more than 33.3% of the Common Shares. In addition, the Board reserves the right, in its sole discretion, not to complete the Continuance even if such number is significantly lower than 33.3% of the Common Shares.

14. SHAREHOLDER APPROVAL OF THE CONTINUANCE RESOLUTION

The Shareholders will be asked to consider and, if thought appropriate, approve, with or without variation, the Continuance Resolution, the full text of which is set out in "Schedule C – Continuance Resolution" to this Information Circular. The Continuance Resolution is a special resolution, which means that in order to be effective, it must be approved by not less than 66 2/3% of the votes cast by the Shareholders who vote on the Continuance Resolution.

15. SHAREHOLDER APPROVAL OF THE DELISTING RESOLUTION

The Shareholders will be asked to consider and, if thought appropriate, approve, with or without variation, the Delisting Resolution, the full text of which is set out in "Schedule D – Delisting Resolution" to this Information Circular. The Delisting Resolution is a special resolution, which means that in order to be effective, it must be approved by not less than 66 2/3% of the votes cast by the Shareholders who vote on the Delisting Resolution.

A Norwegian translation of the Delisting Resolution is set out in "Schedule G – Translation of Section 4 (The Delisting) and Schedule D (Delisting Resolution)".

16. SHAREHOLDER APPROVAL OF THE SHARE AUTHORITY RESOLUTIONS

The Shareholders will be asked to consider and, if thought appropriate, approve, with or without variation, the Share Authority Resolutions, the full text of which is set out in "Schedule E – Share Authority Resolutions" to this Information Circular. The Share Authority Resolutions (which are subject to the issue by the Jersey Registrar of a Certificate of Continuance) must be approved by at least a majority of the votes cast at the Meeting in person or by proxy (in respect of those Share Authority Resolutions proposed as ordinary resolutions) and by at least a two-thirds majority of the votes cast at the Meeting in person or by proxy (in respect of those Share Authority Resolutions proposed as special resolutions).

17. RECOMMENDATION OF THE BOARD

After careful consideration of several factors considered relevant by the Board, the Board hereby unanimously recommends that Shareholders vote FOR each of the Continuance Resolution, the Delisting Resolution and the Share Authority Resolutions. Common Shares represented by proxies in favour of management nominees will be voted FOR each of the Continuance Resolution, the Delisting Resolution and the Share Authority Resolutions, unless such Shareholder has specified otherwise in his, her or its proxy.

PART III – MISCELLANEOUS

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, and, to the knowledge of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company's last completed financial year or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Company, no informed person of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company's last financial year, and no associate or affiliate of any of them has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the commencement of the Company's most recently completed financial year or in a proposed transaction that has materially affected or would materially affect the Company other than as disclosed in this Information Circular.

OTHER MATTERS TO BE ACTED UPON

The management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Common Shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the person voting such proxy.

THE COMPANY'S ACCOUNTS

The Company's anticipated accounting reference date is 31 December. Its half-yearly reports and annual accounts required by the AIM rules 18 and 19 will be published on www.wentworthresources.com.

AUDITORS

The auditors of the Company are KPMG LLP of Suite 2700, 205 - 5th Avenue SW, Calgary, Alberta, Canada, who have been auditors of the Company since May 1, 2012.

FINANCIAL ADVISORS

Stifel Nicolaus Europe Limited (Nominated Adviser and Broker) 150 Cheapside London EC2V 6ET United Kingdom

FirstEnergy Capital (Broker) 4th Floor 85 London Wall London EC2M 7AD United Kingdom

Peel Hunt LLP (Broker) Moor House, 120 London Wall, London EC2Y 5ET United Kingdom

ADDITIONAL INFORMATION

Copies of any of the documents described in the Information Circular are available on the Company's website at www.wentworthresources.com. They also can be obtained by contacting the Company at:

Corporate Secretary
Wentworth Resources Limited, 3210
715 - 5th Avenue SW, Calgary, Alberta T2P 2X6 Canada
+ 403 294-1530
+ 403 294-1521
info@wentworthresources.com

SCHEDULE A – SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION

The Articles of Association contain, amongst others, provisions to the following effect:

1. Share capital

1.1. Allotment of shares

Pursuant to the Articles of Association, all unissued shares for the time being in the capital of the Company are at the disposal of the board of the Directors (the "Board"). However, because the Companies (Jersey) Law 1991 (the "Jersey Companies Law") does not contain provisions requiring the directors to be authorised by shareholders to issue shares and with a view to providing shareholders with similar protections to those that would be available were the Company incorporated in the UK, the Articles of Association require the Board to be authorised from time to time by ordinary resolution of the Company to issue Equity Securities (as defined in section 560 of the Companies Act 2006 of the United Kingdom (the "Act")) and the Board's authority to issue such Equity Securities will be limited by the terms of any such ordinary resolution.

Subject to the foregoing, the Board may reclassify, allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of unissued shares (including any interests in such shares) on such terms and conditions and at such times as the Board thinks fit. The Board may also, without prejudice to any rights attaching to any existing shares or class of shares, issue any share with such rights or restrictions as the shareholders by ordinary resolution determine or, in the absence of such determination, as the Board determines. The Board may also issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or the holder, or convert existing shares into such redeemable shares, as the Board may determine.

1.2. Purchase of shares and treasury shares

Subject to the Jersey Companies Law, including the requirement that the shareholders approve the same by way of special resolution, the Company may purchase its own shares. Such shares may be held as treasury shares, which can subsequently be cancelled, sold, transferred or continued to be held by the Company. Pursuant to the Jersey Companies Law, shares held in treasury are subject to various restrictions, including that they may not be voted while held as treasury shares.

1.3. Commissions, etc

The Company, acting by its Board, may exercise all powers or paying or giving commissions, discounts or allowances conferred or permitted by the Jersey Companies Law, which can be satisfied in cash, by the allotment of fully or partly paid shares or otherwise.

1.4. Trusts not recognised

Pursuant to the Jersey Companies Law and the Articles of Association, no notice of a trust, express, implied or constructive, shall be receivable by the Company's registrar or entered on the register of members.

1.5. Uncertificated shares

As Jersey law permits shares to be held in uncertificated form, the Articles of Association provides that the Board may permit the holding of shares in any class of shares in uncertificated form through an appropriately authorised operator such as CREST. The Board may lay down regulations in respect of uncertificated shares, including as to their issue, holding and transfer. Shares are not treated for the purposes of the Articles of Association as being in a separate class simply by virtue of their being uncertificated. The Articles of Association provide various powers to the Board in respect of shares held in uncertificated form, including the power to require them to be changed into certificated form, for the purposes of enforcing any rights the Company has under the Articles in respect of the disposal, forfeiture, surrender, enforcement of a lien over, or otherwise in respect of such shares.

2. Pre-emption rights

If the Board proposes to issue Equity Securities (as defined in section 560 of the Act) for cash, shareholders will generally have pre-emption rights to those securities on a pro rata basis pursuant to the Articles of Association. Pre-emption rights are transferable during the subscription period relating to a particular offering. The shareholders may, by way of special resolution,

grant authority to the Board to allot Equity Securities for cash as if the pre-emption rights did not apply. Issues of shares for a consideration other than cash, or partly for cash and partly for another form of consideration, are not subject to such preemption rights.

3. Listing Rules and Disclosure and Transparency Rules

Chapter 5 of the Disclosure and Transparency Rules are incorporated by reference into the Articles of Association and shareholders are required to comply with the notification requirements under Chapter 5 of the Disclosure and Transparency Rules as if the Company was a UK issuer (and not a non-UK issuer). Accordingly, shareholders are required to notify the Company if the voting rights attached to shares held by them (subject to some exceptions) reach, exceed or fall below 3 per cent and each 1 per cent threshold thereafter up to 100 per cent.

Pursuant to the Articles of Association, the Company may also send a notice to any person whom it knows or believes to be interested in its shares, requiring such person to confirm whether he has such an interest and, if so, details of that interest.

Under the Articles of Association, if a shareholder fails to supply the information requested in the notice or provides information that is false in a material particular, the Board may serve a restriction notice on such person stating amongst other things that the shareholder may not attend or vote at any general meeting or class meeting in respect of some or all of his shares. In relation to more significant holdings (being holdings of at least 0.25% in number of the shares comprised in the relevant share capital) the Board has further enforcement powers, including the ability to withhold dividends and place restrictions on transfers of the shares.

4. Variation of rights

Pursuant to the Articles of Association, rights attached to any class of shares in the capital of the Company may be varied or abrogated either with the written consent of the holders of at least two-thirds in nominal value of the issued shares of the class, or with the sanction of a special resolution passed at a separate class meeting of the class of shareholders affected.

Pursuant to the Jersey Companies Law and the Articles of Association, the variation which reduces the liability of any class of shares to contribute to the share capital of the Company, or reduces the liability of any such class otherwise to pay money to the Company, or increases the benefits to which any such class is or may become entitled, comprises a variation of the rights attached to each other class of shares of the Company.

5. Share certificates

Subject to certain limited exceptions, a Shareholder is entitled to receive a share certificate in respect of any shares held by that Shareholder in certificated form. A certificate sealed by the company, or signed either by two directors or one director and the secretary, specifying the shares held by a Shareholder, is prima facie evidence of the Shareholder's title to the shares.

6. Calls, lien and forfeiture

Where shares are allotted nil or partly paid, subject to the terms of allotment the Company may make a call at any time for some or all of the outstanding amounts due on that share. The Articles of Association contain various provisions in respect of the making of such calls, and the consequences of not complying with a call, which can include the sale or forfeiture of the relevant share.

The Company has a first and paramount lien on every share (not being a fully paid share) for all moneys payable to the Company (whether presently or not) in respect of that share.

7. Restrictions on ownership of shares

There are no provisions in the Articles of Association that restrict persons from holding shares or from exercising voting rights attaching to shares, due to their nationality or residency.

8. Transfers of shares

A transfer of a certificated share must be in writing, either by the usual transfer form or in any other form which the Board approves. The transfer form must be signed by or on behalf of the person transferring the share and, unless the share is fully paid, by or on behalf of the person acquiring the share. The transfer form does not need to have a seal attached. If the certificated shares being transferred are only partly paid, the Board is entitled to refuse to register the transfer without giving any reason for the refusal as long as it does not prevent dealings in shares from taking place on an open and proper basis. The Board can also refuse to register the transfer of a certificated share if: (a) the transfer form is not lodged, properly stamped (if stamping is required), at the registered office (or any other place chosen by the Board) together with the appropriate share certificate for the shares being transferred and any other evidence of transfer that the Board reasonably asks for; (b) the transfer is for more than one class of shares; or (c) the transfer is to more than four joint shareholders.

If the Board refuses to register a transfer of a share, it must notify the person to whom the shares were being transferred of this refusal. This notice must be sent out within two months of the date on which the transfer form was received by the Company (in the case of certificated shares). An instrument of transfer which the Board refuses to register shall be returned to the person lodging it when notice of the refusal is sent. If the transfer is of shares in CREST, the notice must be sent out within two months of the date on which the operator instruction was received by the Company. The Company cannot charge a Shareholder for registering a transfer form or other documents relating to his shares or affecting his title to a share.

9. Shareholder meetings

9.1. Annual general meeting

The Company will hold an annual general meeting each year in accordance with the requirements of the Jersey Companies Law. The first annual general meeting will be held in 2019.

9.2. Other general meetings

The Board can call a general meeting whenever it decides to.

Shareholders who, at the time of deposit of such requisition, hold not less than one-twentieth of the total voting rights of the shareholders of the Company who have the right to vote at the meeting requisitioned, can requisition the Company to convene a general meeting in accordance with the Jersey Companies Law.

9.3. Location of meetings

The Articles of Association provide the Board with the power to convene a general meeting in more than one location.

The Board may also make arrangements for persons entitled to attend a general meeting to be able to view and hear the proceedings of the general meeting and to speak at the meeting by attending a venue, but any person attending such a venue will not be regarded as present at the general meeting.

9.4. Notice of general meetings

9.4.1. Period of notice

At least 14 clear days' notice will be given of any other general meeting.

9.4.2. Entitlement to receive notice

Notice of a general meeting must be sent to all of the Company's shareholders (subject to certain exceptions for holders of partly-paid shares), the Board and the auditors. The notice calling a general meeting must specify the place, day, time and general nature of the business of the meeting. A notice calling an annual general meeting must state that the meeting is an annual general meeting.

9.4.3. Circulation of shareholder resolutions and statements

Shareholders of the Company may require the Company to circulate a notice of a resolution to shareholders. For this purpose, the shareholders must represent (i) at least ten per cent of the total voting rights of all shareholders who have a right to vote on the relevant resolution, or (ii) not less than 100 in number who have a right to vote on such resolution and hold an average of at least £100, per Shareholder, of paid up shares in the Company.

Similarly, if so requested the Company shall also circulate to shareholders a statement of not more than 1,000 words with respect to a matter referred to in a proposed resolution to be dealt with at a particular meeting or other business to be dealt with at that meeting.

9.4.4. Information rights

Pursuant to the Articles of Association, a shareholder has the right to nominate another person, on whose behalf he holds shares, to enjoy the same information rights, as if the provisions of sections 146 to 149 of the Act (with certain exceptions) applied.

9.4.5. Power to require website publication of audit concerns

If so requested by shareholders, the Company shall publish on its website a statement setting out any matter relating to the audit of its accounts or any circumstances connected with an auditor of the Company ceasing to hold office. For this purpose, the shareholders must represent (i) at least five per cent of the total voting rights of all shareholders who have a right to vote at the relevant general meeting, or (ii) not less than 100 in number who have a right to vote at such meeting and hold an average of at least £100, per Shareholder, of paid up shares in the Company.

10. Proceedings at general meetings

10.1. Quorum

A quorum for a general meeting is present at a general meeting, irrespective of the number of persons actually present at the general meeting, if the holder or holders of not less than 5% of the shares entitled to vote at the general meeting are present in person or represented by proxy.

If a quorum is not present within 30 minutes of the time set for the general meeting (or such longer time not exceeding one hour as the chairman of the meeting may determine), the meeting shall be adjourned to such later time and date as the chairman of the meeting may determine, unless the meeting was called at the request of the shareholders in which case it shall be dissolved. If the general meeting is adjourned for more than 30 days, the Board must give shareholders at least seven clear days' notice of the adjourned meeting.

10.2. Chairman

The chairman of the Board, or in his absence the deputy chairman, or in his absence any other director nominated by the Board, shall preside as chairman of a general meeting.

The Chairman is given various procedural powers pursuant to the Articles of Association, including in respect of adjournments of general meetings.

10.3. Methods of voting

Any resolution at a general meeting will be put to a vote by show of hands or, if a poll has been demanded in accordance with the Articles of Association, will be put to a poll vote.

11. Votes of shareholders

On a vote by show of hands, every Shareholder present in person or by proxy has one vote (although where a person acts as proxy for more than one Shareholder, such person has one vote for and one vote against the resolution if he has contrasting instructions from the shareholders for whom he acts as proxy).

On a poll vote, each Shareholder present in person or by proxy shall have one vote for every share of which he is the holder.

Pursuant to the Articles of Association, shareholders may require the Board to obtain an independent report on any poll taken, on the terms set out in the Articles of Association.

If at the time of any general meeting or class meeting, any moneys then payable by a Shareholder in respect of a nil or partly paid share held by the Shareholder have not been paid, he will not be entitled to vote that Share (either in person or by proxy) or exercise any other right attached to that Share at that general meeting.

A Shareholder who is in contravention of the Disclosure and Transparency Rules as incorporated into the Articles of Association (see above) may be prevented from voting the Shares held by that Shareholder.

12. Proxies and corporate representatives

A Shareholder may attend and/or vote at general meetings or class meetings in person or by proxy. The Articles of Association contain provisions for the appointment of proxies, including electronic communication of appointments and cut off times for appointments prior to general meetings.

The Articles of Association provide that a Shareholder will have until at least 48 hours before the meeting to deliver his proxy (although in calculating this period, days which are not working days can be ignored). The notice of general meeting will state the time by which any proxy must be delivered.

A proxy appointment entitles the proxy to exercise all or any of the appointing Shareholder's rights to attend and speak and vote at the general meeting in respect of the shares to which the proxy appointment relates.

A corporation may, by resolution of its directors or other governing body, authorise such persons as it thinks fit to act as its representative at any general meeting. Such persons are entitled to exercise on behalf of such corporation the same powers as such corporation could exercise if it were an individual Shareholder.

13. Directors

13.1. Number of directors

The Company must have at least two Directors on the Board (not counting alternate directors). The maximum number of directors is ten.

13.2. Appointment and retirement of directors

A person will only be eligible for appointment as a director of the Board if: (a) he is a director who has retired by rotation; or (b) he is recommended by the Board; or (c) a shareholder who is entitled to vote at the general meeting has given the Company a written notice at least seven days (but not more than 21 days) before the date for which the meeting is called of his intention to propose someone (other than himself) as a director. The notice must include all the details of that person which would be required to be included in the register of directors, and be accompanied by a written confirmation from the proposed director confirming his willingness to be appointed as a director.

Subject to the above, shareholders (by ordinary resolution) or the Board can appoint any person willing to be a director either to fill a vacancy or as an additional director. Where the appointment is made by the Board, the director must retire at the next general meeting and can then be put forward by the Board for reappointment by shareholders in accordance with the Articles of Association.

At every annual general meeting, the Articles of Association require that one third of the Directors on the Board must retire or, if the number of directors is not divisible by three, the number of directors nearest to one third shall retire from office. A director who retires at an annual general meeting may be re-appointed if he is willing to act as a director. The directors to retire by rotation will firstly be those directors who wish to retire without re-appointment, and secondly those who have served the longest as a director since their last appointment or re-appointment. If directors were last re-appointed directors on the same day, they can agree among themselves who is to retire. If they cannot agree, then they must draw lots to decide.

13.3. No Share qualification

Directors do not need to be shareholders in the Company.

14. Powers of the Board

The Board is empowered to manage the business of the Company and to exercise all powers of the Company, save as otherwise directed by special resolution of shareholders and save for any powers which require shareholder approval under the Jersey Companies Law or the Articles of Association.

15. Delegation of Board powers

The Board is authorised to delegate any of its powers to any committee consisting of one or more directors. The Board may also delegate to any director holding executive office such of its powers as the Board considers desirable to be exercised by him. Any such delegation shall, unless otherwise provided, include the authority to sub-delegate to one or more directors or to any employee or agent of the Company or its group. The Board may co-opt onto any committee persons other than directors, who may enjoy voting rights in the committee, provided that such co-opted persons comprise less than one-half of the total membership of the committee and a resolution of any committee shall only be effective if a majority of the persons present are directors.

16. Borrowing powers of the Board

The Board can exercise all the Company's powers relating to borrowing money, giving security over all or any of the Company's business and activities, property, assets (present and future) and uncalled capital, and issuing debentures and other securities.

17. Disqualification and removal of directors

In certain circumstances a director may be disqualified from acting as a director in which case they cease to be a director. Those circumstances include where the director becomes bankrupt or is prohibited by law from acting as a director.

The shareholders by ordinary resolution may remove a director from office. Any such removal will be without prejudice to any claim the director may have for damages for breach of any agreement between the director and the Company.

The Board may remove a director on the vote of three-quarters of the board (not including the director being removed).

The Articles of Association provide that the Company shall comply with the provisions contained in sections 215 to 221 of the Act in relation to payments made to directors (or persons connected to such directors) for loss of office, and the circumstances in which such payments would require the approval of members, as if the Company were subject to such sections of the Act.

18. Non-executive directors

The Board is empowered to enter into, vary and terminate arrangements with any director who does not hold executive office for the provision of his services to the Company.

Directors shall be entitled to such remuneration as the directors may determine subject to any limitation as the Company may by ordinary resolution determine.

The Board is empowered to pay additional remuneration to such non-executive directors for special services which in the opinion of the Board are outside the scope of the ordinary duties of such a director.

19. Directors' expenses

Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at board, committee and shareholder meetings or otherwise in connection with the discharge of their duties.

20. Executive directors

The Board can appoint a director to any executive position (except that of auditor), on such terms and for such period as it thinks fit. The Board can also terminate or vary an executive appointment whenever it wishes and decide on any fee or other form of remuneration to be paid for such appointment. This fee or other remuneration may be as well as or instead of any fees payable as a director.

21. Directors' interests

Subject to the provisions of the Jersey Companies Law, as long as a director has disclosed the nature and extent of his interest to the Board, a director can: (a) be a party to, or otherwise have an interest in, any transaction or arrangement with the Company or in which the Company has a direct or indirect interest; (b) act by himself or through his firm in a paid professional role for the Company (other than as auditor); and (c) be a director, officer or employee of or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company has any interest whether direct or indirect. A director who has, and is permitted to have, any interest referred to in the above paragraph can keep any remuneration or other benefit which he derives as a result of having that interest as if he were not a director. Any disclosure may be made at a meeting of the Board, by notice in writing or by general notice or otherwise in accordance with the Jersey Companies Law.

The Board may authorise directors' actual and potential conflicts of interests, provided that any director concerned does not vote or count towards the quorum at the meeting where the matter is considered. Where a director's relationship with another person has been authorised and such relationship gives rise to an actual or potential conflict of interest, the director will not be in breach of the general duties he owes to the Company if he absents himself from meetings, or makes arrangements not to receive documents and information, relating to the actual or potential conflict of interest for so long as he reasonably believes that the same subsists.

22. Proceedings of the Board

The Articles of Association contain various provisions as to proceedings of the Board, including as to notice and quorum requirements.

23. Dividends

Subject to the provisions of the Jersey Companies Law, shareholders may by ordinary resolution declare any dividend, but no dividend shall exceed the amount recommended by the Board. Subject to the provisions of the Jersey Companies Law, the Board may pay interim dividends.

If the share capital is divided into different classes and shareholders with preferential dividend rights suffer as a result of an interim dividend being paid to other shareholders, the Board will not be liable for the loss if it acted in good faith.

Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during the whole period in respect of which the dividend is paid.

The Company does not have to pay interest on any dividend or other money due to a shareholder in respect of his shares, unless the rights of the share state otherwise.

If a dividend or other money payable in respect of a share remains unclaimed for 12 years from the date it was declared or became due for payment, the Board can pass a resolution to forfeit the payment and the shareholder will lose the right to the dividend.

If recommended by the Board, shareholders can pass an ordinary resolution to direct that a dividend will be satisfied in whole or in part by distributing assets instead of cash. This includes, amongst other things, paid up shares or debentures of another company.

The Board can make any arrangements it wishes to settle any difficulties which may arise in connection with the distribution, including for example (a) the valuation of the assets, or (b) the payment of cash to any shareholder on the basis of that value in order to adjust the rights of shareholders, and (c) the transfer of any asset to a trustee.

The Board may, if authorised by ordinary resolution, offer shareholders the right to elect to receive shares by way of scrip dividend (which are credited as fully paid) instead of cash in respect of some or all of their dividend.

24. Capitalisation of profits

If authorised by ordinary resolution of the shareholders, the Board can pass a resolution to capitalise any undistributed profits (unless required for paying a preferential dividend) or other sum in any reserve or fund which may be applied for such purposes. The amount capitalised must be distributed to the shareholders or holders of shares of any class on the record date as if it were distributed by way of dividend.

25. Accounts

Shareholders will be entitled to receive a copy of the annual accounts of the Company in accordance with the Jersey Companies Law and the Articles of Association. Otherwise, shareholders do not have the right to inspect any accounting records or other books or documents of the Company except as conferred by law or authorised by the Board or by ordinary resolution of the shareholders or order of a court of competent jurisdiction.

26. Restrictions on political donations

The Company may not make a political donation to a political party or other political organisation, or to an independent election candidate, or incur any political expenditure, unless such donation or expenditure is authorised by an ordinary resolution in accordance with the Articles of Association and is passed before the donation is made or the expenditure incurred.

27. Communications

The Articles of Association contain various provisions dealing with the method of communications between the Company and shareholders. These provisions include the ability to communicate electronically and/or via the Company's website, in accordance with the provisions of the Articles of Association.

Shareholders whose address on the register of members is outside the EEA State or Jersey, the US or Canada are not entitled to receive documents or information from the Company unless they give an address within the EEA State or Jersey, the US or Canada to which such documents or information may be sent.

28. Untraced shareholders

The Company is authorised to sell, at the best price reasonably obtainable, the shares of any shareholder if at least three dividends in respect of such shares have remained uncashed and the Company has given notice in a national daily newspaper and in a newspaper circulating in the area of the last known address of such shareholder giving notice of the intention to sell.

29. Winding up

If the Company is wound up, the liquidator can, with the approval of a special resolution passed by the shareholders and any other sanction required by the Jersey Companies Law, divide some or all of the Company's assets among the shareholders. The liquidator may determine the value of such assets and how they are to be divided between the shareholders.

30. Indemnity of officers

Subject to the restrictions set out in the Jersey Companies Law relating to the indemnification of officers, the Company will indemnify every director or other officer of the Company out of the assets of the Company against any liability incurred by him for negligence, default, breach of duty, breach of trust or otherwise in relation to the affairs of the Company. This provision does not affect any indemnity which a director or officer is otherwise entitled to.

31. Special Rights

To the extent not otherwise provided by Jersey Companies Law, the shareholders will have the following special rights and the Company will be subject to the following provisions:

31.1. Derivative Action

A former or existing registered holder or beneficial holders of shares in the Company or any of its affiliates; or a former or existing director or officer of the Company or any of its affiliates; or a creditor; or any other person who is a proper person to make an application (a "complainant") may apply to the Royal Court of Jersey (the "Court") for leave to bring an action in the name of and on behalf of the Company or any of its subsidiaries, or intervene in an action to which the Company or any of its subsidiaries is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the Company or subsidiary.

If the Court is satisfied with the application made by the complainant, the Court may make any order it thinks fit including (without limitation) to (i) authorise the complainant or any other person to control the conduct of the action; (ii) give directions for the conduct of the action; (iii) direct that any amount adjudged payable by a defendant in the action shall be paid; and (iv) require the Company or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.

31.2. Oppression

A complainant may apply to the Court, and the Court may make, an order to rectify a matter complained of if, on such application, the Court is satisfied in respect of the Company or any of its affiliates that (i) any act or omission of the Company or any of its affiliates effects a result; (ii) the business or affairs of the Company or any of its affiliates are or have been carried on or conducted in a manner; or (iii) the powers of the directors or any of the affiliates of the Company are or have been exercised in a manner, in each case that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer.

In respect of such an application, the complainant may ask the Court to make any interim or final order it thinks fit including (without limitation) to (i) restrain the conduct complained of; (ii) appoint a liquidator or receiver or receiver manager; (iii) regulate the Company's affairs by amending the Memorandum of Association or the Articles of Association; (iv) declare that any amendment pursuant to (iii) operates notwithstanding any unanimous agreement of the shareholders made before or after the date of the order; (iv) direct an issue or exchange of securities in the Company; (v) appoint directors in place of or in addition to all or any of the existing directors; (vi) direct the Company or any other person to purchase securities in the Company; (vii) direct the Company or any other person to pay any part of the money paid by the relevant security holder for securities; (viii) direct the Company to pay a dividend to the shareholders or to a class of shareholders; (ix) vary or set aside a transaction or contract to which the Company is a party and compensating the Company or any other party to the transaction or contract; (x) require the Company to produce to the Court or an interested person financial statements or an accounting in any other form the Court may determine; (xi) compensate an aggrieved person; (xii) direct rectification of the register or other records of the Company; (xiii) wind-up and dissolve the Company; (xiv) direct any person who appears to the Court to be qualified to do so to investigate such matters pertaining to the affairs of the Company as the Court shall determine; (xv) require the trial of any issue; or (xvi) grant leave to the applicant to bring an action in the name and on behalf of the Company or any of its subsidiaries, or intervene in an action to which the Company or any of its subsidiaries is a party, for the purpose of prosecuting, defending or discontinuing an action on behalf of the Company or any of its subsidiaries.

31.3. Right of Dissent and Appraisal

A holder of any class of shares in the Company may dissent and exercise certain rights if the Company resolves to (i) amend the Articles of Association to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class; (ii) amend the Articles of Association to add, change or remove any restrictions on the business that the Company may carry on; (iii) amend the Articles of Association to add or remove an express statement establishing the unlimited liability of shareholders; (iv) amalgamate with another company; (v) be continued under the laws of another jurisdiction; (vi) sell, lease or exchange all or substantially all its property.

A holder of any class of shares in the Company may also dissent and exercise certain rights if the Company resolves to amend the Articles of Association to (i) increase the maximum number of authorized shares of a class having rights or privileges equal or superior to the rights or privileges attached to the shares of that class; (ii) effect an exchange, reclassification or cancellation of all or part of the shares of that class; (iii) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class; (iv) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the rights or privileges attached to the shares of that class; (v) create a new class of shares having rights or privileges equal or superior to the rights or privileges attached to the shares of that class; (vi) make the rights or privileges of any class of shares having rights or privileges inferior to the rights or privileges of the shares of that class equal or superior to the rights or privileges of the shares of that class; (vii) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class; or (viii) constrain the issue or transfer of the shares of that class or extend or remove that constraint.

Subject to compliance with Jersey Companies Law, a shareholder entitled to dissent in respect of the above is entitled to be paid by the Company the fair value of the shares held by the shareholder in respect of which the shareholder dissents.

An application may be made to the Court after the adoption of a resolution to amend the Articles of Association, as referred to above, by either the Company or by the dissenting shareholder to request the Court to fix the fair value of the shares of a shareholder who dissents. If an application is made, the Company shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

A dissenting shareholder may make an agreement with the Company for the purchase of that shareholder's shares by the Company in the amount of the Company's offer, at any time before the Court pronounces an order fixing the fair value of the shares.

In respect of the application to the Court:

• the Company or the shareholder may request the Court to give direction for (i) joining as parties all dissenting shareholders whose shares have not been purchased by the Company and for the representation of dissenting shareholders who, in the opinion of the court, are in need of representation; (ii) the trial of issues and interlocutory matters, including pleadings and examinations for discovery; (iii) the payment to the shareholder of all or part of the sum offered by the Company for the shares; (iv) the deposit of the share certificates with the Court or with the Company or its transfer agent; (v) the appointment and payment of independent appraisers, and the procedures to be followed by them; (vi) the service of documents; and (vii) the burden of proof on the parties; and
• the Company or the shareholder may request the Court to make an order to (amongst other things) (i) fix the fair value of the all dissenting shareholders; (ii) give judgment in that amount against the Company and in favour of each of those dissenting shareholders; and (iii) fix the time within which the Company must pay that amount to a shareholder.

On (i) the action approved by the resolution from which the shareholder dissents becoming effective; or (ii) the making of an agreement between the Company and the dissenting shareholder as to the payment to be made by the Company for the shareholder's shares; (iii) or the pronouncement of an order, whichever first occurs, the shareholder shall cease to have any rights as a shareholder other than the right to be paid the fair value of the shareholder's shares in the amount agreed to between the Company and the shareholder or in the amount of the judgment, as the case may be.

The Company shall not make a payment to a dissenting shareholder if there are reasonable grounds for believing that the Company is or would after the payment be unable to pay its liabilities as they become due, or the realizable value of the Company's assets would by reason of the payment be less than the aggregate of its liabilities.

SCHEDULE B – MEMORANDUM AND ARTICLES OF ASSOCIATION

COMPANIES (JERSEY) LAW 1991 (the "Companies Law")

MEMORANDUM OF ASSOCIATION OF WENTWORTH RESOURCES PLC

(the "Company")

a no par value limited company

INTERPRETATION

Words and expressions contained in this Memorandum of Association have the same meanings as in the Companies Law.

2. COMPANY NAME

The name of the Company is Wentworth Resources PLC.

3. TYPE OF COMPANY

• 3.1 The Company is a public company.
• 3.2 The Company is a no par value company.

4. NUMBER OF SHARES

There shall be no limit on the number of shares which may be issued by the Company and if the share capital structure of the Company is at any time divided into separate classes of share there shall be no limit on the number of shares of any class which may be issued by the Company.

5. LIABILITY OF MEMBERS

The liability of a member arising from the holding of a share in the Company is limited to the amount (if any) unpaid on it.

TABLE OF CONTENTS

1.	PRELIMINARY	60
2.	SHARE CAPITAL	64
3.	AUTHORITY TO ALLOT	66
4.	PRE-EMPTIVE RIGHTS	68
5.	LISTING RULES AND DISCLOSURE AND TRANSPARENCY RULES	69
6.	VARIATION OF RIGHTS	74
7.	SHARE CERTIFICATES	75
8.	LIEN	75
9.	CALLS ON SHARES	76
10.	FORFEITURE AND SURRENDER	77
11.	TRANSFER OF SHARES	79
12.	TRANSMISSION OF SHARES	80
13.	ALTERATION OF SHARE CAPITAL	81
14.	GENERAL MEETINGS	82
15.	NOTICE OF GENERAL MEETINGS	83
16.	PROCEEDINGS AT GENERAL MEETINGS	88
17.	VOTES OF MEMBERS	91
18.	PROXIES AND CORPORATE REPRESENTATIVES	93
19.	NUMBER OF DIRECTORS	96
20.	APPOINTMENT AND RETIREMENT OF DIRECTORS	96
21.	POWERS OF THE BOARD	98
22.	DELEGATION OF POWERS OF THE BOARD	98
23.	BORROWING POWERS OF THE BOARD	99
24.	DISQUALIFICATION AND REMOVAL OF DIRECTORS	99
25.	NON-EXECUTIVE DIRECTORS	101
26.	DIRECTORS' EXPENSES	101
27.	EXECUTIVE DIRECTORS	101
28.	DIRECTORS' INTERESTS	102
29.	GRATUITIES, PENSIONS AND INSURANCE	104
30.	PROCEEDINGS OF THE BOARD	105
31.	SECRETARY	109
32.	MINUTES	109

33.	SEAL	109
34.	REGISTERS	110
35.	DIVIDENDS	110
36.	CAPITALISATION OF PROFITS AND RESERVES	115
37.	RECORD DATES	116
38.	ACCOUNTS	117
39.	OPERATIONAL CURRENCY	117
40.	RESTRICTIONS ON POLITICAL DONATIONS	117
41.	COMMUNICATIONS	118
42.	DESTRUCTION OF DOCUMENTS	123
43.	UNTRACED MEMBERS	124
44.	WINDING UP	126
45.	INDEMNITY	126
46.	SPECIAL PROVISIONS	126

COMPANIES (JERSEY) LAW 1991

ARTICLES OF ASSOCIATION OF WENTWORTH RESOURCES PLC

(the "Company")

a public no par value limited liability company

1. PRELIMINARY

Disapplica�on of Standard Table

1.1 The regula�ons cons�tu�ng the Standard Table prescribed pursuant to the Companies Law shall not apply to the Company and are hereby expressly excluded in their en�rety.

Defini�ons

1.2 In these Ar�cles, except where the subject or context otherwise requires, the following expressions have the following meanings:

"£"	the lawful currently of the United Kingdom, being as at the date of adop�on of these Ar�cles pounds sterling;
"Act"	the United Kingdom Companies Act 2006 including any modifica�on or re-enactment of it for the �me being in force;
"allot", "alloted" and "allotment"	in rela�on to new shares, when they are set aside for the person they are intended for. When that person becomes the registered owner of the shares, the shares become issued shares;
"Ar�cles"	these ar�cles of associa�on as altered from �me to �me by special resolu�on of the Company;
"auditors"	the auditors of the Company;
"the Board"	the directors or any of them ac�ng as the board of directors of the Company;
"cer�ficated share"	a share in the capital of the Company that is not an uncer�ficated share and references in these Ar�cles to a share being held in cer�ficated form shall be construed accordingly;
"clear days"	in rela�on to the sending of a no�ce means the period excluding the day on which a no�ce is given or deemed to be given and the day for which it is given or on which it is to take effect;

"Companies Law"	the Companies (Jersey) Law 1991;
"director"	a director of the Company;
"Disclosure and Transparency Rules"	the UK Disclosure and Transparency Rules in force from �me to �me rela�ng to the disclosure of informa�on in respect of financial instruments which have been admited to trading on a regulated market or for which a request for admission to trading on such a market has been made, as published by the Financial Services Authority of the United Kingdom;
"dividend"	a dividend or any other distribu�on within the meaning of Ar�cle 114 of the Companies Law;
"electronic"	has the meaning given to the word "electronic" in the Electronic Communica�ons Law;
"electronic communica�on"	has the meaning given to the expression "electronic communica�on" in the Electronic Communica�ons Law;
"Electronic Communica�ons Law"	the Electronic Communica�ons (Jersey) Law 2000;
"electronic signature"	has the meaning given to the expression "electronic signature" in the Electronic Communica�ons Law;
"en�tled by transmission"	in rela�on to a share in the capital of the Company, en�tled as a consequence of the death or bankruptcy of the holder or otherwise by opera�on of law;
"Exchange"	the Alterna�ve Investment Market operated by the London Stock Exchange;
"group"	the Company and its subsidiary undertakings;
"holder"	in rela�on to a share in the capital of the Company, the member whose name is entered in the register as the holder of that share;
"Jersey"	the Island of Jersey;
"Lis�ng Rules"	the UK Lis�ng Rules in force from �me to �me, as published by the Financial Conduct Authority of the United Kingdom;
"member"	a member of the Company;
"office"	the registered office of the Company;

"Operator"	has the meaning given to the expression "authorised operator" in the Uncer�ficated Securi�es Order;
"paid"	paid or credited as paid;
"poll"	a vote by way of poll, being a vote where the number of votes a member has will depend on the number of shares he owns;
"register"	the register of members of the Company;
"seal"	the common seal of the Company and includes any official seal kept by the Company by virtue of Ar�cles 23 or 24 of the Companies Law;
"secretary"	the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the du�es of the secretary;
"special resolu�on"	a special resolu�on within the meaning of Ar�cle 90 of the Companies Law;
"Uncer�ficated Securi�es Order"	the Companies (Uncer�ficated Securi�es) (Jersey) Order 1999 including any modifica�on or re-enactment of such Order for the �me being in force;
"uncer�ficated share"	a share in the capital of the Company which is recorded on the register as being held in uncer�ficated form and references in these Ar�cles to a share being held in uncer�ficated form shall be construed accordingly; and
"United Kingdom"	Great Britain and Northern Ireland.

Construc�on

• 1.3 Where, in rela�on to a share, these Ar�cles refer to a "relevant system", the reference is to the relevant system in which that share is a par�cipa�ng security at the relevant �me.
• 1.4 Where, in rela�on to a document in electronic form, these Ar�cles refer to "executed", the reference is to such document being "signed" within the meaning of the Electronic Communica�ons Law, and "execute" and "execu�on" shall be construed accordingly.

• 1.5 References to a document or informa�on being "sent", "supplied" or "given" to or by a person mean such document or informa�on, or a copy of such document or informa�on, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Ar�cles, and "sending", "supplying" and "giving" shall be construed accordingly.

• 1.6 References to "wri�ng" mean the representa�on or reproduc�on of words, symbols or other informa�on in a visible form by any method or combina�on of methods, whether in electronic form or otherwise, and "writen" shall be construed accordingly.

• 1.7 Words deno�ng the singular number include the plural number and vice versa; words deno�ng the masculine gender include the feminine gender; and words deno�ng persons include corpora�ons.
• 1.8 Words or expressions contained in these Ar�cles which are not defined in Ar�cle 1.2 but are defined in the Companies Law or the Act (or if defined in both, in the Companies Law) have the same meaning as in the Companies Law or the Act as the case may be (but excluding any modifica�on of the Companies Law or the Act not in force at the date of adop�on of these Ar�cles) unless inconsistent with the subject or context.
• 1.9 Words or expressions contained in these Ar�cles which are not defined by or pursuant to these Ar�cles but are defined in the Uncer�ficated Securi�es Order have the same meaning as in the Uncer�ficated Securi�es Order (but excluding any modifica�on of the Uncer�ficated Securi�es Order not in force at the date of adop�on of these Ar�cles) unless inconsistent with the subject or context.
• 1.10 Subject to the preceding two paragraphs, references to any provision of any legisla�on or enactment (including any statute, order, regula�on or rules), whether of Jersey or the United Kingdom or otherwise, include any modifica�on or re-enactment of that provision for the �me being in force.
• 1.11 References to United Kingdom statutes, ordinances, regula�ons or any other instruments or legisla�on having the force of law therein shall be interpreted as if the Company was incorporated in the United Kingdom and subject to such provisions, to the extent the same does not contravene the Companies Law or any other law of Jersey. Where pursuant to these Ar�cles the Company is said to be authorised or empowered to exercise any authori�es, discre�ons or powers pursuant to any United Kingdom statutes, ordinances, regula�ons or any other instruments or legisla�on, the Company shall also be authorised and empowered to exercise any similar or analogous authori�es, discre�ons or powers pursuant to the Companies Law or any other law of Jersey. Any referencesto these Ar�cles to a legal remedy or legal concept under English law shall be construed as the legal remedy or legal concept under Jersey law which most closely reflects the same.
• 1.12 Headings are inserted for convenience only and do not affect the construc�on of these Ar�cles.
• 1.13 In these Ar�cles, (a) powers of delega�on shall not be restric�vely construed but the widest interpreta�on shall be given to them; (b) the word "Board" in the context of the exercise of any power contained in these Ar�cles includes any commitee, any director, any other officer of the Company and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in ques�on has been delegated; (c) no power of delega�on shall be limited by the existence or, except where expressly provided by the terms of delega�on, the exercise of that or any other power of delega�on; and (d) except where expressly provided by the terms of delega�on, the delega�on of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the �me being authorised to exercise it under these Ar�cles or under another delega�on of the power.

2. SHARE CAPITAL

General allotment powers

• 2.1 Subject to the provisions of these Ar�cles rela�ng to authority, pre-emp�on rights or otherwise and of any resolu�on of the Company in general mee�ng passed pursuant to those provisions:
• 2.1.1 all shares for the �me being in the capital of the Company shall be at the disposal of the Board; and
• 2.1.2 the Board may reclassify, allot (with or without conferring a right of renuncia�on), grant op�ons over, or otherwise dispose of them (including any interests in them) to such persons on such terms and condi�ons and at such �mes as it thinks fit.

No frac�ons of shares shall be issued.

Shares with special rights

2.2 Without prejudice to any rights atached to any exis�ng shares or class of shares, any share may be issued with such rights or restric�ons as the Company may by ordinary resolu�on determine or, in the absence of any such ordinary resolu�on, as the Board shall determine.

Redeemable shares

2.3 Without prejudice to any rights atached to any exis�ng shares or class of shares, subject to the provisions of the Companies Law shares may be issued, or exis�ng non-redeemable limited shares whether issued or not may be converted into, limited shares which are to be redeemed or are to be liable to be redeemed at the op�on of the Company or the holder. The Board may determine the terms, condi�ons and manner of redemp�on of shares provided that it does so before the shares are alloted or converted (as the case may be).

Purchase of shares

2.4 Subject to the provisions of the Companies Law, the Company may purchase its own shares (including any redeemable shares), including by the purchase of depositary cer�ficates in respect of such shares, and may hold such shares as treasury shares.

Commissions, etc

2.5 The Company may exercise all powers of paying or giving commissions, discounts or allowances conferred or permited by the Companies Law. Subject to the provisions of the Companies Law, any such commissions, discounts or allowances may be sa�sfied by the payment of cash or by the allotment of fully or partly paid shares or otherwise or any combina�on of the foregoing.

Trusts not recognised

2.6 Except as required by law, the Company shall recognise no person as holding any share on any trust and (except as otherwise provided by these Ar�cles or by law) the Company shall not be bound by or recognise any interest in any share (or in any frac�onal part of a share) except the holder's absolute right to the en�rety of the share (or frac�onal part of the share).

Uncer�ficated shares

• 2.7 Subject to the provisions of the Uncer�ficated Securi�es Order, the Board may permit the holding of shares in any class of shares in uncer�ficated form and the transfer of �tle to shares in that class by means of a relevant system and may determine that any class of shares shall cease to be a par�cipa�ng security. Subject to the Companies Law and the Uncer�ficated Securi�es Order, the Board may lay down regula�ons not included in these Ar�cles which (in addi�on to, or in subs�tu�on for, any provisions in these Ar�cles):
• 2.7.1 apply to the issue, holding or transfer of shares in uncer�ficated form and/or the exercise of any rights in respect of or in connec�on with such shares;
• 2.7.2 set out (where appropriate) the procedures for conversion and/or redemp�on of shares in uncer�ficated form; and/or
• 2.7.3 the directors consider necessary or desirable in connec�on with the holding of shares in uncer�ficated form.

In rela�on to any class of shares which is a par�cipa�ng security and for so long as it remains a par�cipa�ng security, no provision of these Ar�cles shall apply or have effect to the extent that it is inconsistent in any respect with the holding of shares of that class in uncer�ficated form, the transfer of �tle to shares of that class by means of a relevant system, the exercise of any powers or func�ons by the Company or the effec�ng by the Company of any ac�ons by means of a relevant system, or any provision of the Order.

Uncer�ficated shares not a separate class

• 2.8 Shares in the capital of the Company that fall within a certain class shall not form a separate class of shares from other shares in that class because any share in that class:
• 2.8.1 is held in uncer�ficated form; or
• 2.8.2 is permited in accordance with the Uncer�ficated Securi�es Order to become a par�cipa�ng security.

Exercise of Company's en�tlements in respect of uncer�ficated shares

2.9 Where any class of shares is a par�cipa�ng security and the Company is en�tled under any provision of the Companies Law, the Uncer�ficated Securi�es Order or these Ar�cles to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of, or otherwise enforce a lien over, a share held in uncer�ficated form, the Company shall be en�tled, subject to the provisions of the Companies Law, the Uncer�ficated Securi�es Order, these Ar�cles and the facili�es and requirements of the relevant system:

• 2.9.1 to require the holder of that uncer�ficated share by no�ce to change (or require the Operator to change or instruct the change of) that share into cer�ficated form within the period specified in the no�ce and to hold that share in cer�ficated form so long as required by the Company;
• 2.9.2 to require the holder of that uncer�ficated share by no�ce to give any instruc�ons necessary to transfer �tle to that share by means of the relevant system within the period specified in the no�ce;
• 2.9.3 to require the holder of that uncer�ficated share by no�ce to appoint any person to take any step, including, without limita�on, the giving of any instruc�ons by means of the relevant system, necessary to transfer that share within the period specified in the no�ce;
• 2.9.4 to require the Operator to take all such ac�ons as the Company may be en�tled to require the Operator to take pursuant to the Uncer�ficated Securi�es Order, or otherwise request the Operator take any ac�ons, with a view to conver�ng that uncer�ficated share into cer�ficated form; and
• 2.9.5 to take any ac�on that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share, or otherwise to enforce a lien in respect of that share.

3. AUTHORITY TO ALLOT

General Board authority

3.1 Subject to the provisions of the Companies Law and these Ar�cles (including the provisions of this Ar�cle 3 and Ar�cle 4 rela�ng to the authority to allot, pre-emp�on rights and otherwise) and to any resolu�on passed by the Company and without prejudice to any rights atached to exis�ng shares, the unissued shares of the Company (whether forming part of the original or any increased capital) and any shares held by the Company as treasury shares from �me to �me shall be at the disposal of the Board which may offer, allot, grant op�ons over or otherwise deal with or dispose of them to such persons, at such �mes and for such considera�on and upon such terms as the Board may decide.

Authorised allotment amount

• 3.2 The Board shall be generally and uncondi�onally authorised to exercise all the powers of the Company to allot Equity Securi�es, but the authority conferred by this Ar�cle 3.2 must be exercised in accordance with the following provisions.
• 3.3 In respect of each Allotment Period, the Board shall be authorised under Ar�cle 3.2 to allot Equity Securi�es only up to an aggregate number of shares equal to the Authorised Allotment Shares. The Authorised Allotment Shares in respect of an Allotment Period, for the purposes of the authority conferred pursuant to Ar�cle 3.2, shall be determined by ordinary resolu�on.

• 3.4 During each Allotment Period the Board shall be empowered to allot Equity Securi�es wholly for cash pursuant to and within the terms of the authority in Ar�cle 3.2 above:

• 3.4.1 in connec�on with a pre-emp�ve issue; and

• 3.4.2 otherwise than in connec�on with a pre-emp�ve issue, up to an aggregate number of shares equal to the Non Pre-emp�ve Shares,

as if Ar�cle 4 did not apply to any such allotment. The Non Pre-emp�ve Shares in respect of an Allotment Period, for the purposes of the authority conferred pursuant to Ar�cle 3.2, shall be determined by special resolu�on. For the avoidance of doubt, this Ar�cle 3.4 does not restrict the Board from allo�ng Equity Securi�es for a considera�on that is wholly or partly otherwise than in cash.

3.5 The Board may, during any Allotment Period make offers or agreements (whether or not condi�onal) within the terms of the authority in Ar�cle 3.2 above which would, or might, require shares to be alloted or sold a�er the expiry of such Allotment Period. Any such allotment or sale shall count towards the Authorised Allotment Shares in existence during the Allotment Period in which the offer or agreement was made or entered into, notwithstanding the fact that the allotment or sale may not take place un�l a�er the expiry of such Allotment Period.

Interpreta�on of Ar�cle

• 3.6 In this Ar�cle and in Ar�cle 4:
• 3.6.1 a reference to the allotment of Equity Securi�es also includes the sale of Equity Securi�es in the Company that immediately before the sale are held by the Company as treasury shares;
• 3.6.2 the "Allotment Period" any period (not exceeding 15 months on any occasion) for which the authority conferred by Ar�cle 3.2 is renewed by ordinary resolu�on of the Company in general mee�ng sta�ng the Authorised Allotment Shares for such period;
• 3.6.3 the "Authorised Allotment Shares" for each Allotment Period shall be that number of shares stated in the relevant ordinary resolu�on in respect of such period or any increased amount fixed by ordinary resolu�on;
• 3.6.4 "Equity Securi�es" has the same meaning as defined in sec�on 560 of the Act, as if the Company were a company incorporated in the United Kingdom to which such provisions apply;
• 3.6.5 the "Non Pre-emp�ve Shares" for each Allotment Period shall be that number of shares stated in the relevant special resolu�on in respect of such period, or any increased amount fixed by special resolu�on;
• 3.6.6 "Employee Share Plans" means any employee and/or execu�ve incen�ve plan or scheme established (whether before or a�er the adop�on of these Ar�cles) for the benefit of employees and/or execu�ves and/or their rela�ons (as determined in accordance with such plans or schemes) of the Company and/or any of its direct or indirect subsidiaries (whether or not such plan or scheme is open to all employees, execu�ves or rela�ons or not) and which is operated either by the Company or any of its direct or indirect

subsidiaries or by a third party on their behalf and under the terms of which employees and/or execu�ves, and (if applicable) their rela�ons may acquire and/or benefit from shares or any interest therein, whether directly, or pursuant to any op�on over shares granted to them or otherwise;

• 3.6.7 "pre-emp�ve issue" means an offer of Equity Securi�es to ordinary members or an invita�on to ordinary members to apply to subscribe for Equity Securi�es and, if in accordance with their rights the Board so determines, holders of other Equity Securi�es of any class (whether by way of rights issue, open offer or otherwise) where the Equity Securi�es respec�vely atributable to the interests of ordinary members or holders of other Equity Securi�es, if applicable, are propor�onate (as nearly as prac�cable) to the respec�ve numbers of ordinary shares or other Equity Securi�es, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in rela�on to frac�onal en�tlements or any legal, regulatory or prac�cal problems under the laws or regula�ons of any territory or the requirements of any regulatory body or stock exchange; and
• 3.6.8 at any �me when the Company is a par value company within the meaning of the Companies Law, the number of Authorised Allotment Shares or Non Pre-emp�ve Shares for the purposes of Ar�cles 3.5 and 3.6 may (but need not) be specified by reference to the nominal or aggregate nominal value of shares from �me to �me.

Renuncia�on of share

3.7 The Board may, at any �me a�er the allotment of a share but before a person has been entered into the register as the holder of the share, recognise a renuncia�on of the share by the allotee in favour of another person and may grant to an allotee a right to effect a renuncia�on on such terms and condi�ons as the Board thinks fit.

4. PRE-EMPTIVE RIGHTS

Pre-emp�ve rights

• 4.1 Subject to the provisions of Ar�cle 3 above and the following provisions of this Ar�cle 4 or unless otherwise authorised or approved by the Company by way of a special resolu�on, no unissued Equity Securi�es in the capital of the Company shall be alloted wholly for cash unless the following provisions are complied with:
• 4.1.1 all Equity Securi�es to be alloted (the "relevant shares") shall first be offered on the same or more favourable terms to the holders (excluding any shares held by the Company as treasury shares) in propor�on to their exis�ng holdings of ordinary shares subject to such exclusions or other arrangements as the Board may deem necessary or expedient in rela�on to frac�onal en�tlements or any legal, regulatory or prac�cal problems under the laws or regula�ons of any territory or the requirements of any regulatory body or stock exchange;
• 4.1.2 such offer shall be made by writen no�ce (the "offer no�ce") from the Board specifying the number and price of the relevant shares and shall invite each holder to state in wri�ng

within a period not being less than 14 days whether they are willing to accept any of the relevant shares and, if so, the maximum number of relevant shares they are willing to take;

• 4.1.3 at the expira�on of the period during which each holder may accept the relevant shares as specified in the offer no�ce, the Board shall allocate the relevant shares to or amongst the holders who have no�fied to the Board their willingness to accept any of the relevant shares but so that no holder shall be obliged to take more than the maximum number of shares no�fied by him under Ar�cle 4.1.2 above; and
• 4.1.4 if any of the relevant shares are not accepted and remain unallocated pursuant to the offer under Ar�cle 4.1.1 above, the Board shall be en�tled to allot, grant op�ons over or otherwise dispose of such shares to any person in such manner as they see fit provided that those shares shall not be disposed of on terms which are more favourable than the terms of the offer pursuant to Ar�cle 4.1.1 above.

Non-applica�on of pre-emp�ve rights

4.2 Ar�cle 4.1 shall not apply with respect to any Equity Securi�es or op�ons which may be alloted or granted in accordance with the Company's Employee Share Plans or to the issue of Equity Securi�es pursuant to the exercise of any such op�ons. The provisions of Ar�cle 4.1 shall not apply to the allotment of any Equity Securi�es for a considera�on that is wholly or partly otherwise than in cash and the Board may allot or otherwise dispose of any unissued shares or Equity Securi�es in the capital of the Company for a considera�on that is wholly or partly otherwise than in cash to such persons at such �me and generally on such terms as they see fit.

5. LISTING RULES AND DISCLOSURE AND TRANSPARENCY RULES

Interpreta�on

• 5.1 For the purpose of Ar�cles 5.2 to 5.10 (inclusive):
• 5.1.1 "Relevant Share Capital" means the Company's issued share capital of any class carrying rights to vote in all circumstances at general mee�ngs of the Company, and:
  • (a) where the Company's share capital is divided into different classes of shares, references to "Relevant Share Capital" are to the issued share capital of each such class taken separately; and
  • (b) the temporary suspension of vo�ng rights in respect of shares comprised in the issued share capital of the Company of any such class does not affect the applica�on of Ar�cles 5.2 to 5.10 (inclusive) in rela�on to interests in those or any other shares comprised in that class;
• 5.1.2 "interest" means, in rela�on to the Relevant Share Capital, any interest of any kind whatsoever (including, without limita�on, a short posi�on) in any shares comprised therein (disregarding any restraints or restric�ons to which the exercise of any right

atached to the interest in the share is, or may be, subject) and without limi�ng the meaning of "interest" a person shall be taken to have an interest in a share if:

• (a) he enters into a contract for its purchase by him (whether for cash or other considera�on); or
• (b) not being the registered holder, he is en�tled to exercise any right conferred by the holding of the share or is en�tled to control the exercise or non-exercise of any such right; or
• (c) he is a beneficiary of a trust where the property held on trust includes an interest in the share; or
• (d) otherwise than by virtue of having an interest under a trust, he has a right to call for delivery of the share to himself or to his order; or
• (e) otherwise than by virtue of having an interest under a trust, he has a right to acquire an interest in the share or is under an obliga�on to take an interest in the share; or
• (f) he has a right to subscribe for the share; or
• (g) he is the holder, writer or issuer of deriva�ves (including op�ons, futures, and contracts for difference) involving shares whether or not: (a) they are cash-setled only; (b) the shares are obliged to be delivered; or (c) the person in ques�on holds the underlying shares absolutely or condi�onally, whether legally enforceable or not and whether evidenced in wri�ng or not, and it shall be immaterial that a share in which a person has an interest is uniden�fiable. For these purposes, a "deriva�ve" shall, in rela�on to shares include:
• (i) rights, op�ons or interests (whether described as units or otherwise) in, or in respect of , the shares;
• (ii) contracts or arrangements the purpose or pretended purpose of which is to secure or increase a profit or avoid or reduce a loss wholly or partly by reference to the price or value, or a change in the price or value, of shares or any rights, op�ons or interests under sub-paragraph (i) above;
• (iii) rights op�ons or interests (whether described as units or otherwise) in op�ons or interests under sub-paragraph (i) above;
• (iv) instruments or other documents crea�ng, acknowledging or evidencing any rights, op�ons or interests or any contracts referred to in sub-paragraphs (i), (ii) and (iii) above; and

• (v) the right of a person to require another person to deliver the underlying shares, or to receive from another person a sum of money if the price of the underlying shares increases or decreases;

• 5.1.3 a person is taken to be interested in any shares in which his spouse or any infant child or step-child of his is interested; and infant means a person under the age of 18 years;

• 5.1.4 a person is taken to be interested in shares if a body corporate is interested in them and:
• (a) that body corporate or its directors are accustomed to act in accordance with his direc�ons or instruc�ons; or
• (b) he is en�tled to exercise or control or direct the exercise of one-third or more of the vo�ng power at general mee�ngs of the body corporate,

PROVIDED THAT:

• (A) where a person is en�tled to exercise or control the exercise of one-third or more of the vo�ng power at general mee�ngs of a body corporate and that body corporate is en�tled to exercise or control the exercise of any of the vo�ng power at general mee�ngs of another body corporate (the "effec�ve vo�ng power") then, for purposes of sub-paragraph (b) above, the effec�ve vo�ng power is taken as exercisable by that person; and
• (B) for purposes of this Ar�cle, a person is en�tled to exercise or control the exercise of vo�ng power if he has a right (whether subject to condi�ons or not) the exercise of which would make him so en�tled or he is under any obliga�on (whether or not so subject) the fulfilment of which would make him so en�tled;
• 5.1.5 a sale is a "sale of shares to a genuine unconnected third party" if the Board is sa�sfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the defini�on of that expression in sec�on 435 of the United Kingdom Insolvency Act 1986) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares;
• 5.1.6 "person appearing to be interested" in any shares shall mean any person named in a response to a Disclosure No�ce issued under Ar�cle 5.3 or otherwise no�fied to the Company by a member as being so interested or shown in any register or record kept by the Company under the Companies Law or otherwise as so interested or, taking into account a response or failure to respond in the light of the response to any other Disclosure No�ce and any other relevant informa�on in the possession of the Company, any person whom the Company knows or has reasonable cause to believe is or may be so interested;
• 5.1.7 "person with a 0.25 per cent. interest" means a person who is shown in any register or record kept by the Company under the Companies Law or otherwise to hold, or to have an interest in, shares in the Company which comprise in total at least 0.25 per cent. in number of the shares comprised in the Relevant Share Capital (calculated exclusive of

any shares held as treasury shares) in issue at the date of service of the Restric�on No�ce (as defined in Ar�cle 5.6);

• 5.1.8 "relevant period" means (i) in the case of the obliga�on of each holder to comply with the no�fica�on obliga�ons under the Disclosure and Transparency Rules pursuant to Ar�cle 5.2, the period required to make the relevant no�fica�on as provided under the relevant provision of the Disclosure and Transparency Rules and (ii) in rela�on to an obliga�on of any person required to give informa�on pursuant to a Disclosure No�ce issued under Ar�cle 5.6, a period of 14 days following service of a Disclosure No�ce;
• 5.1.9 "Relevant Restric�ons" mean in the case of a Restric�on No�ce served on a person with a 0.25 per cent. interest that:
• (a) the shares shall not confer on the holder any right to atend or vote either personally or by proxy at any general mee�ng of the Company or at any separate general mee�ng of the holders of any class of shares in the Company or to exercise any other right conferred by membership in rela�on to general mee�ngs;
• (b) the Board may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be en�tled to receive shares in lieu of dividends;
• (c) the Board may place restric�ons on the transfer of any of the shares which are cer�ficated shares, provided that such restric�ons do not apply to a sale of shares to a genuine unconnected third party,

and in any other case mean only the restric�on specified in sub-paragraph 5.1.9(a) above of this defini�on; and

5.1.10 "Disclosure No�ce" means a no�ce in wri�ng served by the Company under Ar�cle 5.3 requiring par�culars of interests in shares or of the iden�ty of any person interested in shares.

Applica�on of Disclosure and Transparency Rules

5.2 If at any �me the Company has any class of shares admited to trading on a stock exchange, the provisions of Chapter 5 of the Disclosure and Transparency Rules shall be deemed to be incorporated by reference into these Ar�cles and each member must comply with the no�fica�on obliga�ons to the Company contained therein including, without limita�on, the provisions of DTR 5.1.2, as if the Company were a UK-Issuer (and not a non-UK Issuer) (in each case, as defined in DTR 5.1) for the purposes of these provisions. The vote holder and issuer no�fica�on rules shall apply to the Company as well as each holder of shares.

Power of Company to inves�gate interests in shares

5.3 The Company may issue a Disclosure No�ce to any holder requiring that holder to:

• 5.3.1 confirm the iden�ty of each person (other than the holder) who is interested in any shares held by such holder or (so far as lies within the holder's knowledge) who has been so interested at any �me during the three years immediately preceding the date on which the no�ce is issued (or to confirm whether or not any such person is or (so far as lies within the holder's knowledge) has been so interested); and
• 5.3.2 if any person holds, or has during the �me held, any such interest, to give par�culars (so far as lies within the holder's knowledge) of such person's present or past interest in the shares held by such holder and any other shares comprised in the Relevant Share Capital, including the name(s) of any other holder(s) who hold shares in which such person has or had any such interest, in each case held by such person at any �me during the threeyear period men�oned in 5.3 above.
• 5.4 The informa�on required by the Disclosure No�ce must be given within the relevant period.
• 5.5 The Company will keep a record of informa�on received pursuant to Ar�cle 5.3. The Company will within three days of receipt of such informa�on enter in the record:
• 5.5.1 the fact that the requirement was imposed and the date it was imposed; and
• 5.5.2 the informa�on received in pursuance of the requirement.

The informa�on must be entered against the name of the present holder of the shares in ques�on. All entries will be in chronological order. The record kept for these purposes will be available for inspec�on by members of the Company at the Company's registered office or at any other place specified by the Board.

Restric�on No�ces

• 5.6 Where the holder holding shares comprised in the Relevant Share Capital in the Company fails to comply within the relevant period with:
• 5.6.1 any of its obliga�ons under Ar�cle 5.2 (so far as the Company is, or has become, aware of such mater); or
• 5.6.2 any Disclosure No�ce issued under Ar�cle 5.3 in respect of those shares or, in purported compliance with such a no�ce, has made a statement which is false or inadequate in a material par�cular,

the Company may give the holder a no�ce (a "Restric�on No�ce") to the effect that, with effect from 14 days a�er the service of the Restric�on No�ce, those shares will be subject to some or all of the Relevant Restric�ons (as defined in Ar�cle 5.1.9), and, with effect from 14 days a�er the service of the Restric�on No�ce, those shares shall, notwithstanding any other provision of these Ar�cles, be subject to those Relevant Restric�ons accordingly. For the purpose of enforcing the Relevant Restric�ons, the Board may give no�ce to the relevant holder requiring the holder to change the relevant shares held in uncer�ficated form to cer�ficated form by the �me stated in the no�ce and to keep them in cer�ficated form for so long as the Board requires. The no�ce may also state that the holder may not change any of the relevant shares held in cer�ficated form to uncer�ficated form. If the holder does not comply with the no�ce, the Board may authorise any person to instruct the Operator to change the relevant shares held in uncer�ficated form to cer�ficated form.

• 5.7 If a�er the service of a Restric�on No�ce in respect of any shares the Board is sa�sfied that all informa�on required by any Disclosure No�ce or otherwise rela�ng to those shares or any of them from their holder has been supplied, the Company shall, within seven days, cancel the Restric�on No�ce. The Board may at any �me at its discre�on cancel any Restric�on No�ce or exclude any shares from it. The Company shall cancel a Restric�on No�ce within seven days a�er receipt of a no�ce in wri�ng that the relevant shares have been subject to a sale of shares to a genuine unconnected third party.
• 5.8 Where any Restric�on No�ce is cancelled or ceases to have effect in rela�on to any shares, any moneys rela�ng to those shares which were withheld by reason of that no�ce shall be paid without interest to the person who would but for the no�ce have been en�tled to them or as he may direct.
• 5.9 Any new shares in the Company issued in respect of, or as a result of a member holding, any shares subject to a Restric�on No�ce shall also be subject to the Restric�on No�ce, and the Board may make any right to an allotment of the new shares subject to restric�ons corresponding to those which will apply to those shares by reason of the Restric�on No�ce when such shares are issued.
• 5.10 Any holder on whom a Restric�on No�ce has been served may at any �me request the Company to give in wri�ng the reason why the Restric�on No�ce has been served, or why it remains uncancelled, and within 14 days of receipt of such no�ce the Company shall give that informa�on accordingly in such detail as the Board may determine at its discre�on.

6. VARIATION OF RIGHTS

Method of varying rights

• 6.1 Subject to the provisions of the Companies Law, if at any �me the capital of the Company is divided into different classes of shares, the rights atached to any class may (unless otherwise provided by the terms of allotment of the shares of that class) be varied or abrogated, whether or not the Company is being wound up, either:
• 6.1.1 with the writen consent of the holders of two-thirds in number of the issued shares of the class (excluding any shares of that class held as treasury shares), which consent shall be in hard copy form or in electronic form sent to such address (if any) for the �me being specified by or on behalf of the Company for that purpose, or in default of such specifica�on to the office, and may consist of several documents, each executed or authen�cated in such manner as the Board may approve by or on behalf of one or more holders, or a combina�on of both; or
• 6.1.2 with the sanc�on of a special resolu�on passed at a separate general mee�ng of the holders of the shares of the class,

but not otherwise.

When rights are varied

6.2 For the purposes of Ar�cle 6.1, a "varia�on of rights" has the meaning given in Ar�cle 52(4) of the Companies Law.

7. SHARE CERTIFICATES

Members' rights to cer�ficates

• 7.1 Every member, on becoming the holder of any cer�ficated share (except where the Companies Law does not require the delivery of such a cer�ficate) shall be en�tled, without payment, to one cer�ficate for all the cer�ficated shares of each class held by him (and, on transferring a part of his holding of cer�ficated shares of any class, to a cer�ficate for the balance of his holding of cer�ficated shares). He may elect to receive one or more addi�onal cer�ficates for any of his cer�ficated shares if he pays a reasonable sum determined from �me to �me by the Board for every cer�ficate a�er the first. Every cer�ficate shall:
• 7.1.1 be executed under the seal or otherwise in accordance with Ar�cle 33 or in such other manner as the Board may approve; and
• 7.1.2 specify the number, class and dis�nguishing numbers (if any) of the shares to which it relates and the amount or respec�ve amounts paid up on the shares.

The Company shall not be bound to issue more than one cer�ficate for cer�ficated shares held jointly by more than one person and delivery of a cer�ficate to one joint holder shall be a sufficient delivery to all of them. Shares of different classes may not be included in the same cer�ficate.

Replacement of cer�ficates

7.2 If a share cer�ficate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of any excep�onal out-of-pocket expenses reasonably incurred by the Company in inves�ga�ng evidence and preparing the requisite form of indemnity as the Board may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old cer�ficate.

Sending of cer�ficate at risk of member

• 7.3 Every share cer�ficate sent in accordance with these Ar�cles will be sent at the risk of the member or other person en�tled to the share cer�ficate. The Company shall not be responsible for any share cer�ficate lost or delayed in the course of delivery.
• 8. LIEN

Company to have lien on shares

8.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys payable to the Company (whether presently or not) in respect of that share. The Board may at any �me (generally or in a par�cular case) waive any lien or declare any share to be wholly or in part exempt from the provisions of this Ar�cle. The Company's lien on a share shall extend to any amount (including without limita�on dividends) payable in respect of it.

Enforcement of lien by sale

8.2 The Company may sell, in such manner as the Board determines, any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days a�er no�ce has been sent to the holder of the share, or to the person en�tled to it by transmission, demanding payment and sta�ng that if the no�ce is not complied with the share may be sold.

Giving effect to sale

8.3 To give effect to that sale the Board may, if the share is a cer�ficated share, authorise any person to execute an instrument of transfer in respect of the share sold to, or in accordance with the direc�ons of, the buyer. If the share is an uncer�ficated share, the Board may exercise any of the Company's powers under Ar�cle 2.9 to effect the sale of the share to, or in accordance with the direc�ons of, the buyer. The buyer shall not be bound to see to the applica�on of the purchase money and his �tle to the share shall not be affected by any irregularity in or invalidity of the proceedings in rela�on to the sale.

Applica�on of proceeds

8.4 The net proceeds of the sale, a�er payment of the costs, shall be applied in or towards payment or sa�sfac�on of so much of the sum in respect of which the lien exists as is presently payable. Any residue shall (if the share sold is a cer�ficated share, on surrender to the Company for cancella�on of the cer�ficate in respect of the share sold and, whether the share sold is a cer�ficated or uncer�ficated share, subject to a like lien for any moneys not presently payable as existed on the share before the sale) be paid to the person en�tled to the share at the date of the sale.

9. CALLS ON SHARES

Power to make calls

9.1 Subject to the terms of allotment, the Board may from �me to �me make calls on the members in respect of any moneys unpaid on their shares, provided that there must be at least one calendar month between the payment date of two consecu�ve calls. Each member shall (subject to receiving at least one calendar month's no�ce specifying when and where payment is to be made) pay to the Company the amount called on his shares as required by the no�ce. A call may be required to be paid by instalments. A call may be revoked in whole or part and the �me fixed for payment of a call may be postponed in whole or part as the Board may determine. A person on whom a call is made shall remain liable for calls made on him even if the shares in respect of which the call was made are subsequently transferred.

Time when call made

9.2 A call shall be deemed to have been made at the �me when the resolu�on of the Board authorising the call was passed.

Liability of joint holders

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

Interest payable

9.4 If a call or any instalment of a call remains unpaid in whole or in part a�er it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable un�l it is paid. Interest shall be paid at the rate fixed by the terms of allotment of the share or in the no�ce of the call or, if no rate is fixed, the rate determined by the Board, not exceeding 15 per cent. per annum, or, if higher, the appropriate rate (as defined in the Act), but the Board may in respect of any individual member waive payment of such interest wholly or in part.

Deemed calls

9.5 An amount payable in respect of a share on allotment or at any fixed date, including an instalment of a call, shall be deemed to be a call duly made and no�fied and payable on the date so fixed or in accordance with the terms of the allotment. If it is not paid the provisions of these Ar�cles shall apply as if that amount had become due and payable by virtue of a call duly made and no�fied.

Differen�a�on on calls

9.6 Subject to the terms of allotment, the Board may make arrangements on the issue of shares for a difference between the allotees or holders in the amounts and �mes of payment of calls or instalments payable on their shares.

Payment of calls in advance

9.7 The Board may, if it thinks fit, receive from any member all or any part of the moneys uncalled and unpaid on any share held by him. Such payment in advance of calls shall ex�nguish the liability on the share in respect of which it is made to the extent of the payment. The Company may pay on all or any of the moneys so advanced (un�l they would but for such advance become presently payable) interest at such rate as may be agreed between the Board and the member not exceeding (unless the Company by ordinary resolu�on otherwise directs) 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act).

10. FORFEITURE AND SURRENDER

No�ce requiring payment of call

10.1 If a call or any instalment of a call remains unpaid in whole or in part a�er it has become due and payable, the Board may give the person from whom it is due not less than seven clear days' no�ce requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The no�ce shall name the place where payment is to be made and shall state that if the no�ce is not complied with the shares in respect of which the call was made will be liable to be forfeited.

Forfeiture for non-compliance

10.2 If that no�ce is not complied with, any share in respect of which it was sent may, at any �me before the payment required by the no�ce has been made, be forfeited by a resolu�on of the Board. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited share which have not been paid before the forfeiture. When a share has been forfeited, no�ce of the forfeiture shall be sent to the person who was the holder of the share before the forfeiture. Where the forfeited share is held in cer�ficated form, an entry shall be made promptly in the register opposite the entry of the share showing that no�ce has been sent, that the share has been forfeited and the date of forfeiture. No forfeiture shall be invalidated by the omission or neglect to send that no�ce or to make those entries.

Sale of forfeited shares

10.3 Subject to the provisions of the Companies Law, a forfeited share shall be deemed to belong to the Company and may be sold, re-alloted or otherwise disposed of on such terms and in such manner as the Board determines, either to the person who was the holder before the forfeiture or to any other person. At any �me before sale, re-allotment or other disposal, the forfeiture may be cancelled on such terms as the Board thinks fit. Where for the purposes of its disposal a forfeited share held in cer�ficated form is to be transferred to any person, the Board may authorise any person to execute an instrument of transfer of the share to that person. Where for the purposes of its disposal a forfeited share held in uncer�ficated form is to be transferred to any person, the Board may exercise any of the Company's powers under Ar�cle 2.9. The Company may receive the considera�on given for the share on its disposal and may register the transferee as holder of the share.

Liability following forfeiture

10.4 A person shall cease to be a member in respect of any share which has been forfeited and shall, if the share is a cer�ficated share, surrender the cer�ficate for any forfeited share to the Company for cancella�on. The person shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of that share with interest on that amount at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the rate determined by the Board, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act), from the date of forfeiture un�l payment. The Board may waive payment wholly or in part or enforce payment without any allowance for the value of the share at the �me of forfeiture or for any considera�on received on its disposal.

Surrender

10.5 The Board may accept the surrender of any share which it is in a posi�on to forfeit on such terms and condi�ons as may be agreed. Subject to those terms and condi�ons, a surrendered share shall be treated as if it had been forfeited.

Ex�nc�on of rights

10.6 The forfeiture of a share shall involve the ex�nc�on at the �me of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabili�es incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabili�es expressly saved by these Ar�cles, or as are given or imposed in the case of past members by the Companies Law.

Evidence of forfeiture or surrender

10.7 A declara�on under oath by a director or the secretary that a share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be en�tled to the share. The declara�on shall (subject if necessary to the execu�on of an instrument of transfer or transfer by means of the relevant system, as the case may be) cons�tute a good �tle to the share. The person to whom the share is disposed of shall not be bound to see to the applica�on of the purchase money, if any, and his �tle to the share shall not be affected by any irregularity in, or invalidity of, the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.

11. TRANSFER OF SHARES

Form and execu�on of transfer of cer�ficated share

11.1 Without prejudice to any power of the Company to register as member a person to whom the right to any share has been transmited by opera�on of law, the instrument of transfer of a cer�ficated share may be in any usual form or in any other form which the Board may approve. An instrument of transfer shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. An instrument of transfer need not be under seal.

Transfers of partly paid cer�ficated shares

11.2 The Board may, in its absolute discre�on, refuse to register the transfer of a cer�ficated share which is not fully paid, provided that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis.

Invalid transfers of cer�ficated shares

• 11.3 The Board may also refuse to register the transfer of a cer�ficated share unless the instrument of transfer:
• 11.3.1 is lodged, duly stamped (if stampable), at the office or at another place appointed by the Board accompanied by the cer�ficate for the share to which it relates and such other

evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

• 11.3.2 is in respect of only one class of shares; and
• 11.3.3 is in favour of not more than four transferees.

Transfers where no share cer�ficate required

11.4 In the case of a transfer of a cer�ficated share where, pursuant to the Companies Law, no share cer�ficate was required to be issued in respect of such share, the lodging of a share cer�ficate will only be necessary if and to the extent that a cer�ficate has been issued in respect of the share in ques�on.

No�ce of refusal to register

11.5 If the Board refuses to register a transfer of a share in cer�ficated form, it shall send the transferee no�ce of its refusal within two months a�er the date on which the instrument of transfer was lodged with the Company.

No fee payable on registra�on

11.6 No fee shall be charged for the registra�on of any instrument of transfer or other document rela�ng to or affec�ng the �tle to a share.

Reten�on of transfers

11.7 The Company shall be en�tled to retain an instrument of transfer which is registered, but an instrument of transfer which the Board refuses to register shall be returned to the person lodging it when no�ce of the refusal is sent.

12. TRANSMISSION OF SHARES

Transmission

12.1 If a member dies, the survivor or survivors where he was a joint holder, and his personal representa�ves where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any �tle to his interest. Nothing in these Ar�cles shall release the estate of a deceased member (whether a sole or joint holder) from any liability in respect of any share held by him.

Elec�ons permited

12.2 A person becoming en�tled by transmission to a share may, on produc�on of any evidence as to his en�tlement properly required by the Board, elect either to become the holder of the share or to have another person nominated by him registered as the transferee. If he elects to become the holder he shall send no�ce to the Company to that effect. If he elects to have another person registered and the share is a cer�ficated share, he shall execute an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncer�ficated share, he shall take any ac�on the Board may require (including without limita�on the execu�on of any document and the giving of any instruc�on by means of a relevant system) to enable himself or that person to be registered as the holder of the share. All the provisions of these Ar�cles rela�ng to the transfer of shares apply to that no�ce or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurred.

Elec�ons required

12.3 The Board may at any �me send a no�ce requiring any such person to elect either to be registered himself or to transfer the share. If the no�ce is not complied with within 60 days, the Board may, a�er the expiry of that period, withhold payment of all dividends or other moneys payable in respect of the share un�l the requirements of the no�ce have been complied with.

Rights of persons en�tled by transmission

12.4 A person becoming en�tled by transmission to a share shall, on produc�on of any evidence as to his en�tlement properly required by the Board and subject to the requirements of Ar�cle 12.2, have the same rights in rela�on to the share as he would have had if he were the holder of the share, subject to Ar�cle 35.9. That person may give a discharge for all dividends and other moneys payable in respect of the share, but he shall not, before being registered as the holder of the share, be en�tled in respect of it to receive no�ce of, or to atend or vote at, any mee�ng of the Company or to receive no�ce of, or to atend or vote at, any separate mee�ng of the holders of any class of shares in the capital of the Company.

13. ALTERATION OF SHARE CAPITAL

New shares subject to these Ar�cles

• 13.1 All shares created by an increase of the Company's share capital, by consolida�on, division or subdivision of its share capital or the conversion of stock into paid-up shares shall be:
• 13.1.1 subject to all the provisions of these Ar�cles, including without limita�on provisions rela�ng to payment of calls, lien, forfeiture, transfer and transmission; and
• 13.1.2 ordinary shares, unless otherwise provided by these Ar�cles, by the resolu�on crea�ng the shares or by the terms of allotment of the shares.

Frac�ons arising

13.2 Whenever any frac�ons arise as a result of a consolida�on or sub-division of shares, the Board may on behalf of the members deal with the frac�ons as it thinks fit. In par�cular, without limita�on, the Board may sell shares represen�ng frac�ons to which any members would otherwise become en�tled to any person (including, subject to the provisions of the Companies Law, the Company) and distribute the net proceeds of sale in due propor�on among those members. Where the shares to be sold are held in cer�ficated form the Board may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the direc�ons of, the buyer. Where the shares to be sold are held in uncer�ficated form, the Board may do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the direc�ons of, the buyer. The buyer shall not be bound to see to the applica�on of the purchase moneys and his �tle to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in rela�on to the sale. Alterna�vely, without limita�on, where the number of shares held by a member on a consolida�on is not an exact mul�ple of the shares to be consolidated, the Board may issue to that member, credited as fully paid up, the minimum number of shares required to round up his holding to the required mul�ple. This issue will be by way of capitalisa�on of reserves and the amount required to pay up the shares can at the discre�on of the Board be taken from any of the Company's reserves or the profit and loss account and can be capitalised by applying it in paying up the shares.

14. GENERAL MEETINGS

Annual general mee�ngs

14.1 The Board shall convene and the Company shall hold annual general mee�ngs in accordance with the requirements of the Companies Law.

Convening general mee�ngs

14.2 The Board may call general mee�ngs whenever and at such �mes and places as it shall determine. On the requisi�on of members pursuant to the provisions of the Companies Law, the Board shall promptly convene a general mee�ng in accordance with the requirements of the Companies Law and these Ar�cles. If there are insufficient directors in the loca�on of the general mee�ng to call a general mee�ng any director of the Company may call a general mee�ng, but where no director is willing or able to do so, any two members of the Company may summon a mee�ng for the purpose of appoin�ng one or more directors.

Class mee�ngs

• 14.3 All provisions of these Ar�cles rela�ng to general mee�ngs of the Company shall, muta�s mutandis, apply to every separate general mee�ng of the holders of any class of shares in the capital of the Company, except that, in the case of separate general mee�ngs of the holders of any class of shares in the capital of the Company:
• 14.3.1 the necessary quorum shall be two persons holding or represen�ng by proxy at least onethird in number of the issued shares of the class (excluding any shares of that class held as treasury shares) or, at any adjourned mee�ng of such holders, one holder present in person or by proxy, whatever the amount of his holding, who shall be deemed to cons�tute a mee�ng;
• 14.3.2 any holder of shares of the class present in person or by proxy may demand a poll; and
• 14.3.3 each holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by him.

For the purposes of this Ar�cle, where a person is present by proxy or proxies, he is treated only as holding the shares in respect of which those proxies are authorised to exercise vo�ng rights.

15. NOTICE OF GENERAL MEETINGS

Period of no�ce

15.1 Subject to the provisions of the Companies Law, all general mee�ngs may be called by at least 14 clear days' no�ce.

Recipients of no�ce

15.2 Subject to the provisions of the Companies Law, to the provisions of these Ar�cles and to any restric�ons imposed on any shares, the no�ce shall be sent to every member and every director, provided that holders of partly-paid shares shall only be en�tled to no�ce of a general mee�ng if a resolu�on has been proposed which: (i) directly and adversely affects the rights of those shares; or (ii) is for the winding up of the Company; or (iii) involves the repayment or distribu�on of capital to ordinary members. The auditors are en�tled to receive all no�ces of, and other communica�ons rela�ng to, any general mee�ng which any member is en�tled to receive.

Contents of no�ce: general

15.3 Subject to the provisions of the Companies Law, the no�ce shall specify the �me, date and place of the mee�ng (including without limita�on any satellite mee�ng place arranged for the purposes of Ar�cle 15.13, which shall be iden�fied as such in the no�ce) and the general nature of the business to be dealt with.

Contents of no�ce: addi�onal requirements

15.4 In the case of an annual general mee�ng, the no�ce shall specify the mee�ng as such. In the case of a mee�ng to pass a special resolu�on, the no�ce shall specify the inten�on to propose the resolu�on as a special resolu�on.

Ar�cle 15.15 arrangements

15.5 The no�ce shall include details of any arrangements made for the purpose of Ar�cle 15.15 (making clear that par�cipa�on in those arrangements will not amount to atendance at the mee�ng to which the no�ce relates).

Circula�on of Members' Resolu�ons

• 15.6 Members represen�ng at least ten per cent. of the total vo�ng rights of all members who have a right to vote on the resolu�on at the annual general mee�ng to which the request relates, or not less than 100 members who have a relevant right to vote and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100, may require the Company to circulate, to members of the Company en�tled to receive no�ce of the next annual general mee�ng, no�ce of a resolu�on which may be properly moved and is intended to be moved at that mee�ng, and if so required the Company shall, unless the resolu�on:

• 15.6.1 would, if passed, be ineffec�ve (whether by reason of inconsistency with any enactment or the Company's cons�tu�on or otherwise);

• 15.6.2 is defamatory of any person; or

• 15.6.3 is frivolous or vexa�ous,

give such no�ce in the same manner as set out in the provisions of sec�ons 339(1) to 339(3) of the Act as if the Company were a company incorporated in the United Kingdom to which such provisions apply.

• 15.7 A request by the members under Ar�cle 15.6 may be in hard copy or in electronic form and must:
• 15.7.1 iden�fy the resolu�on of which no�ce is to be given;
• 15.7.2 be authen�cated by the person or persons making it; and
• 15.7.3 be received by the Company at least six weeks before the annual general mee�ng to which the request relates, or if later the �me at which no�ce is given of that mee�ng.

Circula�on of Explanatory Statements

• 15.8 Where so requested by members represen�ng at least ten per cent. of the total vo�ng rights of all holders who have a relevant right to vote, or by not less than 100 members who have a relevant right to vote and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100, the Company shall circulate, to holders of the Company en�tled to receive no�ce of a general mee�ng, a statement of not more than 1,000 words with respect to:
• 15.8.1 a mater referred to in a proposed resolu�on to be dealt with at that mee�ng; or
• 15.8.2 other business to be dealt with at that mee�ng.
• 15.9 A request by the members under Ar�cle 15.8 may be in hard copy or in electronic form and must:
• 15.9.1 iden�fy the statement to be circulated;
• 15.9.2 be authen�cated by the person or persons making it; and
• 15.9.3 be received by the Company at least one week before the mee�ng to which it relates.
• 15.10 In Ar�cles 15.8 and 15.9, "relevant right to vote" means:
• 15.10.1 in rela�on to a statement with respect to a mater referred to in a proposed resolu�on, a right to vote on that resolu�on at a mee�ng to which the requests relate; and
• 15.10.2 in rela�on to any other statement, a right to vote at the mee�ng to which the requests relate.

Informa�on rights

• 15.11 A member shall have the right to nominate another person, on whose behalf he holds shares, to enjoy informa�on rights (as such term is defined in sec�on 146 of the Act). The nominated person shall have the same rights as those contained in the provisions of sec�ons 146 to 149 (other than sec�on 146(4)) of the Act, and the Company shall comply with all its obliga�ons in respect of such informa�on rights granted to nominated person as if it were a company incorporated in the United Kingdom to which such provisions of the Act apply provided that:
• 15.11.1 references to accounts, reports or other documents shall be construed as references to the corresponding documents (if any) under the Companies Law;
• 15.11.2 references to sec�on 1145 of the Act shall not include sec�ons 1145(4) and 1145(5);
• 15.11.3 sec�on 147(4) shall be replaced by the provisions of Ar�cles 41.18 to 41.21 with reference to "member" in those Ar�cles being replaced by "nominated person"; and
• 15.11.4 references to "bankruptcy" in sec�on 148(4) shall include bankruptcy as defined in the Interpreta�on (Jersey) Law 1954 and references to "winding up" shall include winding up under Part 21 of the Companies Law.

Power to require website publica�on of audit concerns

15.12 Where so requested in the manner set out in sec�on 527(4) of the Act by holders represen�ng; (a) at least five per cent. of the total vo�ng rights of all the members who have a right to vote at the general mee�ng at which the Company's annual accounts are laid, or (b) by at least 100 members who have such right to vote and hold shares in the Company on which there has been paid up an average sum, per member, of at least £100, the Company shall publish on its website a statement se�ng out any mater rela�ng to the audit of the Company's accounts or any circumstances connected with an auditor of the Company ceasing to hold office, and the Company shall comply with all the obliga�ons rela�ng to the publica�on of such statement contained in the provisions of sec�ons 527 to 529 (other than sec�on 527(5) and excluding the reference to "See also sec�on 153 (exercise of rights where shares are held on behalf of others)" in sec�on 527(2)) of the Act as if it were a company incorporated in the United Kingdom to which such provisions apply, provided always that the Company shall not be required to comply with the obliga�on set out in sec�on 527(1) of the Act where the Board believes in good faith that the rights conferred by this ar�cle are being abused.

General mee�ngs at more than one place

15.13 The Board may resolve to enable persons en�tled to atend a general mee�ng to do so by simultaneous atendance and par�cipa�on at a satellite mee�ng place anywhere in the world. The members present in person or by proxy at satellite mee�ng places shall be counted in the quorum for, and en�tled to vote at, the general mee�ng in ques�on, and that mee�ng shall be duly cons�tuted and its proceedings valid if the chairman of the general mee�ng is sa�sfied that adequate facili�es are available throughout the general mee�ng to ensure that members atending at all the mee�ng places are able to:

• 15.13.1 par�cipate in the business for which the mee�ng has been convened;
• 15.13.2 hear and see all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communica�ons equipment or otherwise) in the principal mee�ng place and any satellite mee�ng place; and
• 15.13.3 be heard and seen by all other persons so present in the same way.

The chairman of the general mee�ng shall be present at, and the mee�ng shall be deemed to take place at, the principal mee�ng place.

Interrup�on or adjournment where facili�es inadequate

15.14 If it appears to the chairman of the general mee�ng that the facili�es at the principal mee�ng place or any satellite mee�ng place have become inadequate for the purposes referred to in Ar�cle 15.3, then the chairman may, without the consent of the mee�ng, interrupt or adjourn the general mee�ng. All business conducted at that general mee�ng up to the �me of that adjournment shall be valid. The provisions of Ar�cle 16.6 shall apply to that adjournment.

Other arrangements for viewing and hearing proceedings

15.15 The Board may make arrangements for persons en�tled to atend a general mee�ng or an adjourned general mee�ng to be able to view and hear the proceedings of the general mee�ng or adjourned general mee�ng and to speak at the mee�ng (whether by the use of microphones, loudspeakers, audio-visual communica�ons equipment or otherwise) by atending at a venue anywhere in the world not being a satellite mee�ng place. Those atending at any such venue shall not be regarded as present at the general mee�ng or adjourned general mee�ng and shall not be en�tled to vote at the mee�ng at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the mee�ng or to speak at the mee�ng shall not in any way affect the validity of the proceedings of the mee�ng.

Controlling level of atendance

15.16 The Board may from �me to �me make any arrangements for controlling the level of atendance at any venue for which arrangements have been made pursuant to Ar�cle 15.15 (including without limita�on the issue of �ckets or the imposi�on of some other means of selec�on) it in its absolute discre�on considers appropriate, and may from �me to �me change those arrangements. If a member, pursuant to those arrangements, is not en�tled to atend in person or by proxy at a par�cular venue, he shall be en�tled to atend in person or by proxy at any other venue for which arrangements have been made pursuant to Ar�cle 15.15. The en�tlement of any member to be present at such venue in person or by proxy shall be subject to any such arrangement then in force and stated by the no�ce of mee�ng or adjourned mee�ng to apply to the mee�ng.

Change in place and/or �me of mee�ng

15.17 If, a�er the sending of no�ce of a general mee�ng but before the mee�ng is held, or a�er the adjournment of a general mee�ng but before the adjourned mee�ng is held (whether or not no�ce of the adjourned mee�ng is required), the Board decides that it is imprac�cable or unreasonable, for a reason beyond its control, to hold the mee�ng at the declared place (or any of the declared places, in the case of a mee�ng to which Ar�cle 15.13 applies) and/or �me, it may change the place (or any of the places, in the case of a mee�ng to which Ar�cle 15.13 applies) and/or postpone the �me at which the mee�ng is to be held. If such a decision is made, the Board may then change the place (or any of the places, in the case of a mee�ng to which Ar�cle 15.13 applies) and/or postpone the �me again if it decides that it is reasonable to do so. In either case:

• 15.17.1 no new no�ce of the mee�ng need be sent, but the Board shall, if prac�cable, adver�se the date, �me and place of the mee�ng in at least two na�onal newspapers and shall make arrangements for no�ces of the change of place and/or postponement to appear at the original place and/or at the original �me; and
• 15.17.2 a proxy appointment in rela�on to the mee�ng may, if by means of a document in hard copy form, be delivered to the address or to such other place as may be specified by or on behalf of the Company in accordance with Ar�cle 18.4.1 or, if in electronic form, be received at the address (if any) specified by, or on behalf of, the Company in accordance with Ar�cle 18.4.2, at any �me not less than 48 hours before the postponed �me appointed for holding the mee�ng provided that the Board may specify, in any case, that in calcula�ng the period of 48 hours, no account shall be taken of any part of a day that is not a working day.

Meaning of par�cipate

15.18 For the purposes of Ar�cles 15.13, 15.14, 15.15, 15.16 and 15.17, the right of a member to par�cipate in the business of any general mee�ng shall include, without limita�on, the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the Companies Law or these Ar�cles to be made available at the mee�ng.

Accidental omission to send no�ce etc.

15.19 The accidental omission to send a no�ce of a mee�ng or resolu�on, or to send any no�fica�on where required by the Companies Law or these Ar�cles in rela�on to the publica�on of a no�ce of mee�ng on a website, or to send a form of proxy where required by the Companies Law or these Ar�cles, to any person en�tled to receive it, or the non-receipt for any reason of any such no�ce, resolu�on or no�fica�on or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at that mee�ng.

Security

15.20 The Board and, at any general mee�ng, the chairman may make any arrangement and impose any requirement or restric�on it or he considers appropriate to ensure the security of a general mee�ng including, without limita�on, requirements for evidence of iden�ty to be produced by those atending the mee�ng, the searching of their personal property and the restric�on of items that may be taken into the mee�ng place. The Board and, at any general mee�ng, the chairman are en�tled to refuse entry to a person who refuses to comply with these arrangements, requirements or restric�ons.

16. PROCEEDINGS AT GENERAL MEETINGS

Quorum

16.1 No business shall be dealt with at any general mee�ng unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the mee�ng. Save as otherwise provided by these Ar�cles, a quorum is present at a general mee�ng, irrespec�ve of the number of persons actually present at the general mee�ng, if the holder or holders of not less than 5% of the shares en�tled to vote at the general mee�ng are present in person or represented by proxy.

If quorum not present

16.2 If such a quorum is not present within 30 minutes (or such longer �me not exceeding one hour as the chairman of the mee�ng may decide to wait) from the �me appointed for the mee�ng, or if during a mee�ng such a quorum ceases to be present, the mee�ng, if convened on the requisi�on of members, shall be dissolved, and in any other case shall stand adjourned to such �me and place as the chairman of the mee�ng may, subject to the provisions of the Companies Law, determine. The adjourned mee�ng shall be dissolved if a quorum is not present within 15 minutes a�er the �me appointed for holding the mee�ng.

Chairman

16.3 The chairman, if any, of the Board or, in his absence, any deputy chairman of the Company or, in his absence, some other director nominated by the Board, shall preside as chairman of the mee�ng. If neither the chairman, deputy chairman nor such other director (if any) is present within 15 minutes a�er the �me appointed for holding the mee�ng or is not willing to act as chairman, the directors present shall elect one of their number to be chairman. If there is only one director present and willing to act, he shall be chairman. If no director is willing to act as chairman, or if no director is present within 15 minutes a�er the �me appointed for holding the mee�ng, the members present in person or by proxy and en�tled to vote shall choose a member present in person to be chairman.

Directors en�tled to speak

16.4 A director shall, notwithstanding that he is not a member, be en�tled to atend and speak at any general mee�ng and at any separate mee�ng of the holders of any class of shares in the capital of the Company.

Adjournment: chairman's powers

16.5 The chairman may, with the consent of a mee�ng at which a quorum is present (and shall if so directed by the mee�ng), adjourn the mee�ng from �me to �me and from place to place. No business shall be dealt with at an adjourned mee�ng other than business which might properly have been dealt with at the mee�ng had the adjournment not taken place. In addi�on (and without prejudice to the chairman's power to adjourn a mee�ng conferred by Ar�cle 15.14), the chairman may adjourn the mee�ng to another �me and place without such consent if it appears to him that:

• 16.5.1 it is likely to be imprac�cable to hold or con�nue that mee�ng because of the number of members wishing to atend who are not present; or
• 16.5.2 the unruly conduct of persons atending the mee�ng prevents or is likely to prevent the orderly con�nua�on of the business of the mee�ng; or
• 16.5.3 an adjournment is otherwise necessary so that the business of the mee�ng may be properly conducted.

Adjournment: procedures

16.6 Any such adjournment may, subject to the provisions of the Companies Law, be for such �me and to such other place (or, in the case of a mee�ng held at a principal mee�ng place and a satellite mee�ng place, such other places) as the chairman may, in his absolute discre�on determine, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned mee�ng. Any such member may nevertheless appoint a proxy for the adjourned mee�ng either in accordance with Ar�cle 18.4 or by means of a document in hard copy form which, if delivered at the mee�ng which is adjourned to the chairman or the secretary or any director, shall be valid even though it is given at less no�ce than would otherwise be required by Ar�cle 18.4.1. When a mee�ng is adjourned for 30 days or more or for an indefinite period, no�ce shall be sent at least seven clear days before the date of the adjourned mee�ng specifying the �me and place (or places, in the case of a mee�ng to which Ar�cle 15.13 applies) of the adjourned mee�ng and the general nature of the business to be transacted. Otherwise it shall not be necessary to send any no�ce of an adjournment or of the business to be dealt with at an adjourned mee�ng.

Amendments to resolu�ons

• 16.7 If an amendment is proposed to any resolu�on under considera�on but is in good faith ruled out of order by the chairman, the proceedings on the substan�ve resolu�on shall not be invalidated by any error in such ruling. With the consent of the chairman, an amendment may be withdrawn by its proposer before it is voted on. No amendment to a resolu�on duly proposed as a special resolu�on may be considered or voted on (other than a mere clerical amendment to correct a patent error). No amendment to a resolu�on duly proposed as an ordinary resolu�on may be considered or voted on (other than a mere clerical amendment to correct a patent error) unless either:
• 16.7.1 at least 48 hours before the �me appointed for holding the mee�ng or adjourned mee�ng at which the ordinary resolu�on is to be considered (which, if the Board so specifies, shall be calculated taking no account of any part of a day that is not a working day), no�ce of the terms of the amendment and the inten�on to move it has been delivered in hard copy form to the office or to such other place as may be specified by or on behalf of the Company for that purpose, or received in electronic form at such address (if any) for the �me being specified by or on behalf of the Company for that purpose, or
• 16.7.2 the chairman in his absolute discre�on decides that the amendment may be considered and voted on.

Methods of vo�ng

• 16.8 A resolu�on put to the vote of a general mee�ng shall be decided on a show of hands unless before, or on the declara�on of the result of, a vote on the show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded. Subject to the provisions of the Companies Law, a poll may be demanded by:
• 16.8.1 the chairman of the mee�ng; or
• 16.8.2 (except on the elec�on of the chairman of the mee�ng or on a ques�on of adjournment) at least three members present in person or by proxy having the right to vote on the resolu�on; or
• 16.8.3 any member or members present in person or by proxy represen�ng not less than 10% of the total vo�ng rights of all the members having the right to vote on the resolu�on (excluding any vo�ng rights atached to any shares held as treasury shares); or
• 16.8.4 any member or members present in person or by proxy holding shares conferring a right to vote on the resolu�on, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right (excluding any shares conferring a right to vote on the resolu�on which are held as treasury shares).

The appointment of a proxy to vote on a mater at a mee�ng authorises the proxy to demand, or join in demanding, a poll on that mater. In applying the provisions of this Ar�cle, a demand by a proxy counts (i) for the purposes of Ar�cle 16.8.2, as a demand by the member, (ii) for the purposes of Ar�cle 16.8.3, as a demand by a member represen�ng the vo�ng rights that the proxy is authorised to exercise, and (iii) for the purposes of Ar�cle 16.8.4, as a demand by a member holding the shares to which those rights are atached.

Declara�on of result

16.9 Unless a poll is duly demanded (and the demand is not withdrawn before the poll is taken) a declara�on by the chairman that a resolu�on has been carried or carried unanimously, or by a par�cular majority, or lost, or not carried by a par�cular majority shall be conclusive evidence of the fact without proof of the number or propor�on of the votes recorded in favour of or against the resolu�on.

Withdrawal of demand for poll

16.10 The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If the demand for a poll is withdrawn, the chairman or any other member en�tled may demand a poll.

Conduct of poll

16.11 Subject to Ar�cle 16.12, a poll shall be taken as the chairman directs and he may, and shall if required by the mee�ng, appoint scru�neers (who need not be members) and fix a �me and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolu�on of the mee�ng at which the poll was demanded.

When poll to be taken

16.12 A poll demanded on the elec�on of a chairman or on a ques�on of adjournment shall be taken immediately. A poll demanded on any other ques�on shall be taken either at the mee�ng or at such �me and place as the chairman directs not being more than 30 days a�er the poll is demanded. The demand for a poll shall not prevent the con�nuance of a mee�ng for the transac�on of any business other than the ques�on on which the poll was demanded. If a poll is demanded before the declara�on of the result of a show of hands and the demand is duly withdrawn, the mee�ng shall con�nue as if the demand had not been made.

No�ce of poll

16.13 No no�ce need be sent of a poll not taken at the mee�ng at which it is demanded if the �me and place at which it is to be taken are announced at the mee�ng. In any other case no�ce shall be sent at least seven clear days before the taking of the poll specifying the �me and place at which the poll is to be taken.

Independent report on poll

16.14 The members may require the Board to obtain an independent report on any poll taken, or to be taken, at a general mee�ng of the Company in accordance with the provisions of sec�ons 342 to 349 and sec�ons 351 to 353 of the Act (excluding sec�ons 343(4), 343(5), 343(5), 349(4), 351(3), 351(4) and the reference to "See also sec�on 153 (exercise of rights where shares are held on behalf of others)" in sec�on 342(2)), and if so required the Company shall comply with such provisions as if it were a company incorporated in the United Kingdom to which such provisions apply provided that references to sec�ons 325 and 326 of the Act contained in sec�on 347 of the Act shall be construed as references instead to Ar�cle 96(2) and Ar�cle 96(5) of the Companies Law respec�vely.

Effec�veness of special resolu�ons

16.15 Where for any purpose an ordinary resolu�on of the Company is required, a special resolu�on shall also be effec�ve.

17. VOTES OF MEMBERS

Right to vote on a show of hands

17.1 Subject to any rights or restric�ons atached to any shares, on a vote on a resolu�on on a show of hands:

• 17.1.1 every member who is present in person shall have one vote;
• 17.1.2 subject to Ar�cle 17.1.3, every proxy present who has been duly appointed by one or more members en�tled to vote on the resolu�on has one vote; and
• 17.1.3 a proxy has one vote for and one vote against the resolu�on if:
• (a) the proxy has been duly appointed by more than one member en�tled to vote on the resolu�on, and
• (b) the proxy has been instructed by one or more of those members to vote for the resolu�on and by one or more other of those members to vote against it.

Right to vote on a poll

17.2 Subject to any rights or restric�ons atached to any shares, on a vote on a resolu�on on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.

Votes of joint holders

17.3 In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.

Member under incapacity

17.4 A member in respect of whom an order has been made by a court or official having jurisdic�on (whether in Jersey or elsewhere) in maters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may, on a show of hands or on a poll, vote by proxy. The right to vote shall be exercisable only if evidence sa�sfactory to the Board of the authority of the person claiming to exercise the right to vote has been delivered to the office, or another place specified in accordance with these Ar�cles for the delivery of proxy appointments, not less than 48 hours before the �me appointed for holding the mee�ng or adjourned mee�ng at which the right to vote is to be exercised provided that the Company may specify, in any case, that in calcula�ng the period of 48 hours, no account shall be taken of any part of a day that is not a working day.

Calls in arrears

17.5 No member shall be en�tled to vote at a general mee�ng or at a separate mee�ng of the holders of any class of shares in the capital of the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.

Errors in vo�ng

17.6 If any votes are counted which ought not to have been counted, or might have been rejected, the error shall not vi�ate the result of the vo�ng unless it is pointed out at the same mee�ng, or at any adjournment of the mee�ng, and, in the opinion of the chairman, it is of sufficient magnitude to vi�ate the result of the vo�ng.

Objec�on to vo�ng

17.7 No objec�on shall be raised to the qualifica�on of any voter except at the mee�ng or adjourned mee�ng or poll at which the vote objected to is tendered. Every vote not disallowed at such mee�ng shall be valid and every vote not counted which ought to have been counted shall be disregarded. Any objec�on made in due �me shall be referred to the chairman whose decision shall be final and conclusive.

Vo�ng: addi�onal provisions

17.8 On a poll, a member en�tled 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.

18. PROXIES AND CORPORATE REPRESENTATIVES

Appointment of proxy: form

• 18.1 The appointment of a proxy shall be made in wri�ng and shall be in any usual form or in any other form which the Board may approve. Subject thereto, the appointment of a proxy may be:
• 18.1.1 in hard copy form; or
• 18.1.2 in electronic form, to the electronic address provided by the Company for this purpose.

Execu�on of proxy

18.2 The appointment of a proxy, whether made in hard copy form or in electronic form, shall be executed in such manner as may be approved by or on behalf of the Company from �me to �me. Subject thereto, the appointment of a proxy shall be executed by the appointor or any person duly authorised by the appointor or, if the appointor is a corpora�on, executed by a duly authorised person or under its common seal or in any other manner authorised by its cons�tu�on.

Proxies: other provisions

18.3 The Board may, if it thinks fit, but subject to the provisions of the Companies Law, at the Company's expense send hard copy forms of proxy for use at the mee�ng and issue invita�ons in electronic form to appoint a proxy in rela�on to the mee�ng in such form as may be approved by the Board. The appointment of a proxy shall not preclude a member from atending and vo�ng in person at the mee�ng or poll concerned. A member may appoint more than one proxy to atend on the same occasion, provided that each such proxy is appointed to exercise the rights atached to a different share or shares held by that member.

Delivery/receipt of proxy appointment

• 18.4 Without prejudice to Ar�cle 15.7.2 or to the second sentence of Ar�cle 16.6, the appointment of a proxy shall:
• 18.4.1 if in hard copy form, be delivered by hand or by post to the office or such other place as may be specified by or on behalf of the Company for that purpose:
  • (a) in the no�ce convening the mee�ng; or
  • (b) in any form of proxy sent by or on behalf of the Company in rela�on to the mee�ng;

not less than 48 hours before the �me appointed for holding the mee�ng or adjourned mee�ng (or any postponed �me appointed for holding the mee�ng pursuant to Ar�cle 15.16) at which the person named in the appointment proposes to vote; or

• 18.4.2 if in electronic form, be received at any address to which the appointment of a proxy may be sent by electronic means pursuant to the provisions of the Companies Law or these Ar�cles or to any other address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form:
• (a) in the no�ce convening the mee�ng; or
• (b) in any form of proxy sent by or on behalf of the Company in rela�on to the mee�ng; or
• (c) in any invita�on to appoint a proxy issued by the Company in rela�on to the mee�ng; or
• (d) on a website that is maintained by or on behalf of the Company and iden�fies the Company,

not less than 48 hours before the �me appointed for holding the mee�ng or adjourned mee�ng (or any postponed �me appointed for holding the mee�ng pursuant to Ar�cle 15.16) at which the person named in the appointment proposes to vote; or

• 18.4.3 in either case, where a poll is taken more than 48 hours a�er it is demanded, be delivered or received as aforesaid a�er the poll has been demanded and not less than 24 hours before the �me appointed for the taking of the poll; or
• 18.4.4 if in hard copy form, where a poll is not taken forthwith but is taken not more than 48 hours a�er it was demanded, be delivered at the mee�ng at which the poll was demanded to the chairman or to the secretary or to any director.

In calcula�ng the periods men�oned in this Ar�cle, the Board may specify, in any case, that no account shall be taken of any part of a day that is not a working day.

Authen�ca�on of proxy appointment not made by holder

• 18.5 Subject to the provisions of the Companies Law, where the appointment of a proxy is expressed to have been or purports to have been made, sent or supplied by a person on behalf of the holder of a share:
• 18.5.1 the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder; and
• 18.5.2 that holder shall, if requested by or on behalf of the Company at any �me, send or procure the sending of reasonable evidence of the authority under which the appointment has been made, sent or supplied (which may include a copy of such authority cer�fied notarially or in some other way approved by the Board) to such address and by such �me as may be specified in the request and, if the request is not complied with in any respect, the appointment may be treated as invalid.

Validity of proxy appointment

18.6 A proxy appointment which is not delivered or received in accordance with Ar�cle 18.4 shall be invalid. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same mee�ng, the one that was last delivered or received shall be treated as replacing or revoking the others as regards that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be en�tled to determine which proxy appointment (if any) is to be treated as valid. Subject to the Companies Law, the Company may determine at its discre�on when a proxy appointment shall be treated as delivered or received for the purposes of these Ar�cles.

Rights of proxy

• 18.7 A proxy appointment shall be deemed to en�tle the proxy to exercise all or any of the appoin�ng member's rights to atend and to speak and vote at a mee�ng of the Company in respect of the shares to which the proxy appointment relates. The proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the mee�ng as well as for the mee�ng to which it relates.
• 18.8 The Company shall not be required to check whether a proxy or corporate representa�ve votes in accordance with any instruc�ons given by the member by whom he is appointed. Any failure to vote as instructed shall not invalidate the proceedings on the resolu�on.

Corporate representa�ves

18.9 Any corpora�on which is a member of the Company (in this Ar�cle the grantor) may, by resolu�on of its directors or other governing body, authorise such persons as it thinks fit to act as its representa�ve at any mee�ng of the Company or at any separate mee�ng of the holders of any class of shares. A director, the secretary or other person authorised for the purpose by the secretary may require all or any of such persons to produce a cer�fied copy of the resolu�on of authorisa�on before permi�ng him to exercise his powers. Such persons are en�tled to exercise (on behalf of the grantor) the same powers as the grantor could exercise if it were an individual member of the Company.

Revoca�on of authority

• 18.10 The termina�on of the authority of a person to act as a proxy or duly authorised representa�ve of a corpora�on does not affect:
• 18.10.1 whether he counts in deciding whether there is a quorum at a mee�ng;
• 18.10.2 the validity of a poll demanded by him at a mee�ng; or
• 18.10.3 the validity of a vote given by that person,

unless no�ce of the termina�on was either delivered or received as men�oned in the following sentence at least three hours before the start of the relevant mee�ng or adjourned mee�ng or (in the case of a poll taken otherwise than on the same day as the mee�ng or adjourned mee�ng) the �me appointed for taking the poll. Such no�ce of termina�on shall be either by means of a document in hard copy form delivered to the office or to such other place as may be specified by or on behalf of the Company in accordance with Ar�cle 18.4.1 or in electronic form received at the address specified by or on behalf of the Company in accordance with Ar�cle 18.4.2, regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form.

19. NUMBER OF DIRECTORS

Limits on number of directors

19.1 Unless otherwise determined by ordinary resolu�on, the number of directors shall be not less than two and the number of directors shall not be more than ten.

20. APPOINTMENT AND RETIREMENT OF DIRECTORS

Number of directors to re�re

20.1 At every annual general mee�ng one-third of the directors or, if their number is not three or a mul�ple of three, the number nearest to one-third shall re�re from office; but if any director has at the start of the annual general mee�ng been in office for three years or more since his last appointment or re-appointment, he shall re�re at that annual general mee�ng.

Which directors to re�re

20.2 Subject to the provisions of the Companies Law and these Ar�cles, the directors to re�re by rota�on shall be, first, those who wish to re�re and not be re-appointed to office and, second, those who have been longest in office since their last appointment or re-appointment. As between persons who became or were last re-appointed directors on the same day those to re�re shall (unless they otherwise agree among themselves) be determined by lot. The directors to re�re on each occasion (both as to number and iden�ty) shall be determined by the composi�on of the Board at the date of the no�ce convening the annual general mee�ng. No director shall be required to re�re or be relieved from re�ring or be re�red by reason of any change in the number or iden�ty of the directors a�er the date of the no�ce but before the close of the mee�ng.

When director deemed to be re-appointed

20.3 If the Company does not fill the vacancy at the mee�ng at which a director re�res by rota�on or otherwise, the re�ring director shall, if willing to act, be deemed to have been re-appointed unless at the mee�ng it is resolved not to fill the vacancy or unless a resolu�on for the re-appointment of the director is put to the mee�ng and lost. If a re�ring director is re-appointed he is treated as having remained a director con�nuously.

Eligibility for elec�on

• 20.4 No person other than a director re�ring by rota�on shall be appointed a director at any general mee�ng unless:
• 20.4.1 he is recommended by the Board; or
• 20.4.2 not less than seven nor more than 21 days before the date appointed for the mee�ng, no�ce by a member qualified to vote at the mee�ng (not being the person to be proposed) has been received by the Company of the inten�on to propose that person for appointment sta�ng the par�culars which would, if he were so appointed, be required to be included in the Company's register of directors, together with no�ce by that person of his willingness to be appointed.

Separate resolu�ons on appointment

20.5 Except as otherwise authorised by the Companies Law, a mo�on for the appointment of two or more persons as directors by a single resolu�on shall not be made unless a resolu�on that it should be so made has first been agreed to by the mee�ng without any vote being given against it.

Addi�onal powers of the Company

20.6 Subject as aforesaid, the Company may by ordinary resolu�on appoint a person who is willing to act to be a director either to fill a vacancy or as an addi�onal director and may also determine the rota�on in which any addi�onal directors are to re�re. The appointment of a person to fill a vacancy or as an addi�onal director shall take effect from the end of the mee�ng or, if later, at the �me specified in the ordinary resolu�on by which the appointment is approved.

Appointment by Board

20.7 The Board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an addi�onal director and in either case whether or not for a fixed term. Irrespec�ve of the terms of his appointment, a director so appointed shall hold office only un�l the next following annual general mee�ng and shall not be taken into account in determining the directors who are to re�re by rota�on at the mee�ng. If not re-appointed at such annual general mee�ng, he shall vacate office at its conclusion.

Posi�on of re�ring directors

20.8 A director who re�res at an annual general mee�ng may, if willing to act, be re-appointed, either by an ordinary resolu�on of the Company or in accordance with Ar�cle 20.3.

No share qualifica�on

20.9 A director shall not be required to hold any shares in the capital of the Company by way of qualifica�on.

21. POWERS OF THE BOARD

Business to be managed by Board

21.1 Subject to the provisions of the Companies Law and these Ar�cles and to any direc�ons given by special resolu�on, the business of the Company shall be managed by the Board which may exercise all the powers of the Company, including without limita�on the power to dispose of all or any part of the undertaking of the Company. No altera�on of the Ar�cles and no such direc�on shall invalidate any prior act of the Board which would have been valid if that altera�on had not been made or that direc�on had not been given. The powers given by this Ar�cle shall not be limited by any special power given to the Board by these Ar�cles. A mee�ng of the Board at which a quorum is present may exercise all powers exercisable by the Board.

Exercise by Company of vo�ng rights

21.2 The Board may exercise the vo�ng power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including without limita�on the exercise of that power in favour of any resolu�on appoin�ng its members or any of them directors of such body corporate, or vo�ng or providing for the payment of remunera�on to the directors of such body corporate).

22. DELEGATION OF POWERS OF THE BOARD

Commitees of the Board

22.1 The Board may delegate any of its powers to any commitee consis�ng of one or more directors. The Board may also delegate to any director holding any execu�ve office such of its powers as the Board considers desirable to be exercised by him. Any such delega�on shall, in the absence of express provision to the contrary in the terms of delega�on, be deemed to include authority to sub-delegate to one or more directors (whether or not ac�ng as a commitee) or to any employee or agent of the Company or its group all or any of the powers delegated and may be made subject to such condi�ons as the Board may specify, and may be revoked or altered. The Board may coopt on to any such commitee persons other than directors, who may enjoy vo�ng rights in the commitee. The co-opted members shall be less than one-half of the total membership of the commitee and a resolu�on of any commitee shall be effec�ve only if a majority of the members present are directors. Subject to any condi�ons imposed by the Board, the proceedings of a commitee with two or more members shall be governed by these Ar�cles regula�ng the proceedings of directors so far as they are capable of applying including, but not limited to the requirements that mee�ngs, including mee�ngs by electronic means, except that such requirements shall apply only to commitees of the Board and not to the various administra�ve commitees of the Company.

Agents

22.2 The Board may, by power of atorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authori�es and discre�ons (not exceeding those vested in the Board) and on such condi�ons as the Board determines, including without limita�on authority for the agent to delegate all or any of his powers, authori�es and discre�ons, and may revoke or vary such delega�on.

Offices including �tle "director"

22.3 The Board may appoint any person to any office or employment having a designa�on or �tle including the word "director" or atach to any exis�ng office or employment with the Company such a designa�on or �tle and may terminate any such appointment or the use of any such designa�on or �tle. The inclusion of the word "director" in the designa�on or �tle of any such office or employment shall not imply that the holder is a director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a director of the Company for any of the purposes of these Ar�cles.

23. BORROWING POWERS OF THE BOARD

Power to borrow

23.1 Subject to applicable laws, the Board can exercise all of the Company's powers rela�ng to borrowing money, giving security over all or any of the Company's business and ac�vi�es, property, assets (present and future) and uncalled capital, and issuing debentures and other securi�es.

24. DISQUALIFICATION AND REMOVAL OF DIRECTORS

Disqualifica�on and re�rement as a director

• 24.1 A person ceases to be a director as soon as:
• 24.1.1 that person ceases to be a director by virtue of any provision of the Companies Law or is prohibited from being a director by law;
• 24.1.2 a bankruptcy order is made against that person;
• 24.1.3 a composi�on is made with that person's creditors generally in sa�sfac�on of that person's debts;

• 24.1.4 a registered medical prac��oner who is trea�ng that person gives a writen opinion to the Company sta�ng that that person has become physically or mentally incapable of ac�ng as a director and may remain so for more than three months;

• 24.1.5 by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;

• 24.1.6 no�fica�on is received by the Company from the director that the director is resigning or re�ring from office, and such resigna�on or re�rement has taken effect in accordance with its terms, or his office as a director is vacated pursuant to Ar�cle 20.7;
• 24.1.7 that person has been absent for more than six consecu�ve months without permission of the Board from mee�ngs of the Board held during that period and the Board resolves that his office be vacated;
• 24.1.8 that person receives no�ce signed by not less than three quarters of the other directors sta�ng that that person should cease to be a director.

Power of Company to remove director

24.2 The Company may by ordinary resolu�on remove any director from office (notwithstanding any provision of these Ar�cles or of any agreement between the Company and such director, but without prejudice to any claim he may have for damages for breach of any such agreement). No special no�ce need be given of any resolu�on to remove a director in accordance with this Ar�cle and no director proposed to be removed in accordance with this Ar�cle has any special right to protest against his removal. The Company may, by ordinary resolu�on, appoint another person in place of a director removed from office in accordance with this Ar�cle. Any person so appointed shall, for the purpose of determining the �me at which he or any other director is to re�re by rota�on, be treated as if he had become a director on the day on which the director in whose place he is appointed was last elected a director. In default of such appointment the vacancy arising on the removal of a director from office may be filled as a casual vacancy.

Removal from commitees

24.3 When a director stops being a director for any reason, he will automa�cally stop being a member of any Board commitee which he was previously a member of.

Payment for loss of office

24.4 The provisions contained in sec�ons 215 to 221 of the Act in rela�on to payments made to directors (or a person connected to such directors) for loss of office (and the circumstances in which such payments would require the approval of members) shall apply to the Company and the Company shall comply with such provisions as if it were a company incorporated in the United Kingdom to which such provisions apply, notwithstanding sec�ons 217(4)(a), 218(4)(a), and 219(6)(a) of such provisions.

25. NON-EXECUTIVE DIRECTORS

Arrangements with non-execu�ve directors

25.1 Subject to the provisions of the Companies Law, the Board may enter into, vary and terminate an agreement or arrangement with any director who does not hold execu�ve office for the provision of his services to the Company. Subject to Ar�cles 25.2 and 25.3, any such agreement or arrangement may be made on such terms as the Board determines.

Ordinary remunera�on

25.2 The directors shall be en�tled to such remunera�on as the directors may determine subject to any limita�on as the Company may by ordinary resolu�on determine. Subject thereto, each such director shall be paid a fee for their services (which shall be deemed to accrue from day to day) at such rate as may from �me to �me be determined by the Board.

Addi�onal remunera�on for special services

25.3 Any director who does not hold execu�ve office and who performs special services which in the opinion of the Board are outside the scope of the ordinary du�es of such a director, may (without prejudice to the provisions of Ar�cle 25.2) be paid such extra remunera�on by way of addi�onal fee, salary, commission or otherwise as the Board may determine.

26. DIRECTORS' EXPENSES

Directors may be paid expenses

26.1 The directors may be paid all travelling, hotel, and other expenses properly incurred by them in connec�on with their atendance at mee�ngs of the Board or commitees of the Board, general mee�ngs or separate mee�ngs of the holders of any class of shares or of debentures of the Company or otherwise in connec�on with the discharge of their du�es.

27. EXECUTIVE DIRECTORS

Appointment to execu�ve office

27.1 Subject to the provisions of the Companies Law, the Board may appoint one or more of its body to be the holder of any execu�ve office (except that of auditor) in the Company and may enter into an agreement or arrangement with any such director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary du�es of a director. Any such appointment, agreement or arrangement may be made on such terms, including, without limita�on, terms as to remunera�on, as the Board determines. The Board may revoke or vary any such appointment but without prejudice to any rights or claims which the person whose appointment is revoked or varied may have against the Company because of the revoca�on or varia�on.

Termina�on of appointment to execu�ve office

27.2 Any appointment of a director to an execu�ve office shall terminate if he ceases to be a director but without prejudice to any rights or claims which he may have against the Company by reason of such cessa�on. A director appointed to an execu�ve office shall not cease to be a director merely because his appointment to such execu�ve office terminates.

Emoluments to be determined by the Board

27.3 The emoluments of any director holding execu�ve office for his services as such shall be determined by the Board, and may be of any descrip�on, including without limita�on admission to, or con�nuance of, membership of any scheme (including any share acquisi�on scheme) or fund ins�tuted or established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants, or the payment of a pension or other benefits to him or his dependants on or a�er re�rement or death.

28. DIRECTORS' INTERESTS

Authorisa�on of Conflicts of interests (s175 of the Act)

• 28.1 A Director must avoid a situa�on in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. This duty is not infringed if the mater has been authorised by the Directors. The Board may authorise any mater proposed to it in accordance with these Ar�cles which would, if not so authorised, involve a breach of duty by a director as described above, including, without limita�on, any mater which relates to a situa�on in which a director has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company. Any such authorisa�on will be effec�ve only if:
• 28.1.1 any requirement as to quorum at the mee�ng at which the mater is considered is met without coun�ng the director in ques�on or any other interested director; and
• 28.1.2 the mater was agreed to without their vo�ng or would have been agreed to if their votes had not been counted.

The Board may (whether at the �me of the giving of the authorisa�on or subsequently) make any such authorisa�on subject to any limits or condi�ons it expressly imposes but such authorisa�on is otherwise given to the fullest extent permited. The Board may vary or terminate any such authorisa�on at any �me.

For the purposes of the Ar�cles, a conflict of interest includes a conflict of interest and duty and a conflict of du�es, and interest includes both direct and indirect interests.

Director may contract with the Company and hold other offices etc.

28.2 Provided that he has disclosed to the Board the nature and extent of his interest which he is required to disclose pursuant to Ar�cle 75 of the Companies Law and these Ar�cles a director notwithstanding his office:

• 28.2.1 may be a party to, or otherwise interested in, any transac�on or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
• 28.2.2 may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be en�tled to remunera�on for professional services as if he were not a director; and
• 28.2.3 may be a director or other officer of, or employed by, or a party to a transac�on or arrangement with, or otherwise interested in, any body corporate:
• (a) in which the Company is (directly or indirectly) interested as member or otherwise; or
• (b) with which he has such a rela�onship at the request or direc�on of the Company.

Remunera�on, benefits etc.

• 28.3 A director shall not, by reason of his office, be accountable to the Company for any remunera�on or other benefit which he derives from any office or employment or from any transac�on or arrangement or from any interest in any body corporate:
• 28.3.1 the acceptance, entry into or existence of which has been approved by the Board pursuant to Ar�cle 28.1 (subject, in any such case, to any limits or condi�ons to which such approval was subject); or
• 28.3.2 which he is permited to hold or enter into by virtue Ar�cle 28.2,

nor shall the receipt of any such remunera�on or other benefit cons�tute a breach of his du�es as a director of the Company.

No�fica�on of interests

28.4 Any disclosure required by Ar�cle 28.2 may be made at a mee�ng of the Board, by no�ce in wri�ng or by general no�ce or otherwise in accordance with Ar�cle 75 of the Companies Law. A declara�on in rela�on to an interest of which the director is not aware, or where the director is not aware of the transac�on or arrangement in ques�on, is not required. For this purpose, a director is treated as being aware of maters of which he ought reasonably to be aware.

Duty of confiden�ality to another person

28.5 A director shall be under no duty to the Company with respect to any informa�on which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confiden�ality to another person. However, to the extent that his rela�onship with that other person gives rise to a conflict of interest or possible conflict of interest, this Ar�cle applies only if the existence of that rela�onship has been approved by the Board pursuant to Ar�cle 28.1. In par�cular, the director shall not be in breach of the general du�es he owes to the Company because he fails:

• 28.5.1 to disclose any such informa�on to the Board or to any director or other officer or employee of the Company; and/or
• 28.5.2 to use or apply any such informa�on in performing his du�es as a director of the Company.

Consequences of authorisa�on

• 28.6 Where the existence of a director's rela�onship with another person has been approved by the Board pursuant to Ar�cle 28.1 and his rela�onship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general du�es he owes to the Company because he:
• 28.6.1 absents himself from mee�ngs of the Board at which any mater rela�ng to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such mater at a mee�ng or otherwise; and/or
• 28.6.2 makes arrangements not to receive documents and informa�on rela�ng to any mater 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 informa�on 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.

Without prejudice to equitable principles or rule of law

• 28.7 The provisions of Ar�cles 28.5 and 28.6 are without prejudice to any equitable principle or rule of law which may excuse the director from:
• 28.7.1 disclosing informa�on, in circumstances where disclosure would otherwise be required under these Ar�cles; or
• 28.7.2 atending mee�ngs or discussions or receiving documents and informa�on as referred to in Ar�cle 28.6, in circumstances where such atendance or receiving such documents and informa�on would otherwise be required under these Ar�cles or the law.

29. GRATUITIES, PENSIONS AND INSURANCE

Gratui�es and pensions

29.1 The Board may (by establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by the payment of gratui�es or pensions or by insurance or otherwise, for any past or present director or employee of the Company or any of its subsidiary undertakings or any body corporate associated with, or any business acquired by, any of them, and for any member of his family (including a spouse, a civil partner, a former spouse and a former civil partner) or any person who is or was dependent on him, and may (as well before as a�er he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

Insurance

• 29.2 Without prejudice to the provisions of Ar�cle 45, the Board may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:
• 29.2.1 a director, officer, employee or auditor of the Company or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or
• 29.2.2 a trustee of any pension fund in which employees of the Company or any other body referred to in Ar�cle 29.2.1 are or have been interested,

including without limita�on insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execu�on or discharge of his du�es or in the exercise or purported exercise of his powers or otherwise in rela�on to his du�es, powers or offices in rela�on to the relevant body or fund.

Directors not liable to account

29.3 No director or former director shall be accountable to the Company or the members for any benefit provided pursuant to these Ar�cles. The receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.

Sec�on 247 of the Act

29.4 The Board is hereby authorised to make such provision as may seem appropriate for the benefit of any persons employed or formerly employed by the Company or any of its subsidiary undertakings in connec�on with the cessa�on or the transfer of the whole or part of the undertaking of the Company or any subsidiary undertaking. Any such provision shall be made by a resolu�on of the Board in accordance with sec�on 247 of the Act as if the Company were a company incorporated in the United Kingdom to which such provisions apply.

30. PROCEEDINGS OF THE BOARD

Convening mee�ngs

30.1 Subject to the provisions of these Ar�cles, the Board may regulate its proceedings as it thinks fit. A director may, and the secretary at the request of a director shall, call a mee�ng of the Board by giving no�ce of the mee�ng to each director. No�ce of a Board mee�ng shall be deemed to be given to a director if it is given to him personally or by word of mouth or sent in hard copy form to him at his last known address or such other address (if any) as may for the �me being be specified by him or on his behalf to the Company for that purpose, or sent in electronic form to such address (if any) for the �me being specified by him or on his behalf to the Company for that purpose. A director may also request the Board that no�ces of Board mee�ngs shall be sent in hard copy form or in electronic form to any temporary address for the �me being specified by him or on his behalf to the Company for that purpose, but if no such request is made to the Board, it shall not be necessary to send no�ce of a Board mee�ng to any director who is for the �me being absent from the usual address specified to the Company for the purpose of providing no�ces to that director. No account is to be taken of directors absent from the usual address specified to the Company for the purpose of providing no�ces to that director when considering the adequacy of the period of no�ce of the mee�ng. Ques�ons arising at a mee�ng shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or cas�ng vote. Any director may waive no�ce of a mee�ng and any such waiver may be retrospec�ve. Any no�ce pursuant to this Ar�cle need not be in wri�ng if the Board so determines and any such determina�on may be retrospec�ve.

Quorum

30.2 The quorum for the transac�on of the business of the Board may be fixed by the Board and unless so fixed at any other number shall be two. Any director who ceases to be a director at a Board mee�ng may con�nue to be present and to act as a director and be counted in the quorum un�l the termina�on of the Board mee�ng if no director objects.

Powers of directors if number falls below minimum

30.3 The con�nuing directors or a sole con�nuing director may act notwithstanding any vacancies in their number, but if the number of directors is less than the number fixed as the quorum the con�nuing directors or director may act only for the purpose of filling vacancies or of calling a general mee�ng.

Chairman and deputy chairman

30.4 The Board may appoint one of their number to be the chairman, and one of their number to be the deputy chairman, of the Board and may at any �me remove either of them from such office. Unless he is unwilling to do so, the director appointed as chairman, or in his stead the director appointed as deputy chairman, shall preside at every mee�ng of the Board at which he is present. If there is no director holding either of those offices, or if neither the chairman nor the deputy chairman is willing to preside or neither of them is present within ten minutes a�er the �me appointed for the mee�ng, the directors present may appoint one of their number to be chairman of the mee�ng.

Validity of acts of the Board

30.5 All acts done by a mee�ng of the Board, or of a commitee of the Board, or by a person ac�ng as a director, shall, notwithstanding that it be a�erwards discovered that there was a defect in the appointment of any director or any member of the commitee or that any of them were disqualified from holding office, or had vacated office, or were not en�tled to vote, be as valid as if every such person had been duly appointed and was qualified and had con�nued to be a director and had been en�tled to vote.

Resolu�ons in wri�ng

• 30.6 A resolu�on in wri�ng agreed to by all the directors en�tled to receive no�ce of a mee�ng of the Board or of a commitee of the Board (not being less than the number of directors required to form a quorum of the Board) shall be as valid and effectual as if it had been passed at a mee�ng of the Board or (as the case may be) a commitee of the Board duly convened and held for this purpose:
• 30.6.1 a director signifies his agreement to a proposed writen resolu�on when the Company receives from him a document indica�ng his agreement to the resolu�on authen�cated in the manner permited by the Act for a document in the relevant form (as if the Company were a company incorporated in the United Kingdom to which such provisions apply); and
• 30.6.2 the director may send the document in hard copy form or in electronic form to such address (if any) for the �me being specified by the Company for that purpose.

Mee�ngs by telephone etc.

30.7 Without prejudice to the first sentence of Ar�cle 30.1, all or any of the persons en�tled to be present at a mee�ng of the Board or of a commitee of the Board shall be deemed to be present for all purposes if each is able (directly or by electronic communica�on) to speak to and be heard by all those present or deemed to be present simultaneously, A director so deemed to be present shall be en�tled to vote and be counted in a quorum accordingly. Such a mee�ng shall be deemed to take place where it is convened to be held or (if no director is present in that place) where the largest group of those par�cipa�ng is assembled, or, if there is no such group, where the chairman of the mee�ng is.

Directors' power to vote on contracts in which they are interested

• 30.8 Except as otherwise provided by these Ar�cles, a director shall not vote at a mee�ng of the Board or a commitee of the Board on any resolu�on of the Board concerning a mater in which he has an interest (other than by virtue of his interests in shares or debentures or other securi�es of, or otherwise in or through, the Company) which can reasonably be regarded as likely to give rise to a conflict with the interests of the Company, unless his interest arises only because the resolu�on concerns one or more of the following maters:
• 30.8.1 the giving of a guarantee, security or indemnity in respect of money lent or obliga�ons incurred by him or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;
• 30.8.2 the giving of a guarantee, security or indemnity in respect of a debt or obliga�on of the Company or any of its subsidiary undertakings for which the director has assumed responsibility (in whole or part and whether alone or jointly with others) under a guarantee or indemnity or by the giving of security;
• 30.8.3 a contract, arrangement, transac�on or proposal concerning an offer of shares, debentures or other securi�es of the Company or any of its subsidiary undertakings for

subscrip�on or purchase, in which offer he is or may be en�tled to par�cipate as a holder of securi�es or in the underwri�ng or sub-underwri�ng of which he is to par�cipate;

• 30.8.4 a contract, arrangement, transac�on or proposal concerning any other body corporate in which he or any person connected with him is interested, directly or indirectly, and whether as an officer, member, creditor or otherwise, if he and any persons connected with him do not to his knowledge hold an interest (as that term is used in sec�ons 820 to 825 of the Act) represen�ng one per cent. or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) of such body corporate (or any other body corporate through which his interest is derived) or of the vo�ng rights available to members of the relevant body corporate (any such interest being deemed for the purpose of this Ar�cle to be likely to give rise to a conflict with the interests of the Company in all circumstances);
• 30.8.5 a contract, arrangement, transac�on or proposal for the benefit of employees of the Company or of any of its subsidiary undertakings which does not award him any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and
• 30.8.6 a contract, arrangement, transac�on or proposal concerning any insurance which the Company is empowered to purchase or maintain for, or for the benefit of, any directors of the Company or for persons who include directors of the Company.
• 30.9 The Company may by ordinary resolu�on suspend or relax to any extent, either generally or in respect of any par�cular mater, any provision of these Ar�cles prohibi�ng a director from vo�ng at a mee�ng of the Board or of a commitee of the Board.

Division of proposals

30.10 Where proposals are under considera�on concerning the appointment (including without limita�on fixing or varying the terms of appointment) of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in rela�on to each director separately. In such cases each of the directors concerned shall be en�tled to vote in respect of each resolu�on except that concerning his own appointment.

Decision of chairman final and conclusive

30.11 If a ques�on arises at a mee�ng of the Board or of a commitee of the Board as to the en�tlement of a director to vote, the ques�on may, before the conclusion of the mee�ng, be referred to the chairman of the mee�ng and his ruling in rela�on to any director 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 been fairly disclosed. If any such ques�on arises in respect of the chairman of the mee�ng, it shall be decided by resolu�on of the Board (on which the chairman shall not vote) and such resolu�on will be final and conclusive except in a case where the nature and extent of the interests of the chairman have not been fairly disclosed.

31. SECRETARY

Appointment and removal of secretary

31.1 Subject to the provisions of the Companies Law, the secretary shall be appointed by the Board for such term, at such remunera�on and on such condi�ons as it may think fit. Any secretary so appointed may be removed by the Board, but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

32. MINUTES

Minutes required to be kept

32.1 The Board shall cause minutes of all proceedings at mee�ngs of the Company, mee�ngs of any class of its members, mee�ngs of the Board and commitees of the Board to be entered in books kept for that purpose, and the names of the directors present at each such mee�ng shall be recorded in the minutes.

Conclusiveness of minutes

32.2 Any such minutes, if purpor�ng to be signed by the chairman of the mee�ng at which the proceedings took place, or by the chairman of the next succeeding mee�ng, shall be evidence of the proceedings and, un�l the contrary is proved, the mee�ng shall be deemed duly held and convened, and all proceedings which took place at the mee�ng to have duly taken place.

33. SEAL

Authority required

33.1 The seal shall only be used by the authority of a resolu�on of the Board. The Board may determine who shall sign any document executed under the seal. If they do not, it shall be signed by at least one director and the secretary or by at least two directors. Any document may be executed under the seal by impressing the seal by mechanical means or by prin�ng the seal or a facsimile of it on the document or by applying the seal or a facsimile of it by any other means to the document. A document executed, with the authority of a resolu�on of the Board, in any manner permited by the Companies Law and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the seal.

Cer�ficates for shares and debentures

33.2 The Board may by resolu�on determine either generally or in any par�cular case that any cer�ficate for shares or debentures or represen�ng any other form of security may have any signature affixed to it by some mechanical or electronic means, or printed on it or, in the case of a cer�ficate executed under the seal, need not bear any signature.

Official seal for use abroad

33.3 The Board may by resolu�on determine that where the Company has a common seal and engages in business outside Jersey the Company may have for use in any country, territory or place outside Jersey an official seal, which shall be a facsimile of the common seal of the Company with the addi�on on its face either of the words "Branch Seal" or the name of the country, territory or place where it is to be used.

34. REGISTERS

Overseas and local registers

34.1 Subject to the provisions of the Companies Law and the Uncer�ficated Securi�es Order, the Company may keep an overseas or local or other register in any place, and the Board may make, amend and revoke any regula�ons it thinks fit about the keeping of that register.

Authen�ca�on and cer�fica�on of copies and extracts

• 34.2 Any director or the secretary or any other person appointed by the Board for the purpose shall have power to authen�cate and cer�fy as true copies of and extracts from:
• 34.2.1 any document comprising or affec�ng the cons�tu�on of the Company, whether in hard copy form or electronic form;
• 34.2.2 any resolu�on passed by the Company, the holders of any class of shares in the capital of the Company, the Board or any commitee of the Board, whether in hard copy form or electronic form; and
• 34.2.3 any book, record and document rela�ng to the business of the Company, whether in hard copy form or electronic form (including without limita�on the accounts).

If cer�fied in this way, a document purpor�ng to be a copy of a resolu�on, or the minutes or an extract from the minutes of a mee�ng of the Company, the holders of any class of shares in the capital of the Company, the Board or a commitee of the Board, whether in hard copy form or electronic form, shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolu�on was duly passed or that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly cons�tuted mee�ng.

35. DIVIDENDS

Declara�on of dividends

35.1 Subject to the provisions of the Companies Law, the Company may by ordinary resolu�on declare dividends in accordance with the respec�ve rights of the members, but no dividend shall exceed the amount recommended by the Board.

Interim dividends

• 35.2 Subject to the provisions of the Companies Law, the Board may if they think fit from �me to �me pay to the Members such interim dividends as they may determine.
• 35.3 If the share capital is divided into different classes, the Board may:
• 35.3.1 pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferen�al rights with regard to dividends, but no interim dividend shall be paid on shares carrying deferred or nonpreferred rights if, at the �me of payment, any preferen�al dividend is in arrear; and
• 35.3.2 pay at intervals setled by it any dividend payable at a fixed rate.

If the Board acts in good faith it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

Declara�on and payment in different currencies

35.4 Dividends may be declared and paid in any currency or currencies that the Board shall determine. The Board may also determine the exchange rate and the relevant date for determining the value of the dividend in any currency.

Appor�onment of dividends

35.5 Except as otherwise provided by the rights atached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid; but no amount paid on a share in advance of the date on which a call is payable shall be treated for the purpose of this Ar�cle as paid on the share. All dividends shall be appor�oned and paid propor�onately to the amounts paid up on the shares during any por�on or por�ons of the period in respect of which the dividend is paid; but, if any share is alloted or issued on terms providing that it shall rank for dividend as from a par�cular date, that share shall rank for dividend accordingly.

Dividends in specie

35.6 A general mee�ng declaring a dividend may, on the recommenda�on of the Board, by ordinary resolu�on direct that it shall be sa�sfied wholly or partly by the distribu�on of assets, including without limita�on paid up shares or debentures of another body corporate. The Board may make any arrangements it thinks fit to setle any difficulty arising in connec�on with the distribu�on, including, without limita�on, (a) the fixing of the value for distribu�on of any assets, (b) the payment of cash to any member on the basis of that value in order to adjust the rights of members, and (c) the ves�ng of any asset in a trustee.

Scrip dividends: authorising resolu�on

35.7 The Board may, if authorised by an ordinary resolu�on of the Company, offer any holder of shares the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of all or any dividend specified by the ordinary resolu�on. The offer shall be on the terms and condi�ons and be made in the manner specified in Ar�cle 35.8 or, subject to those provisions, specified in the ordinary resolu�on.

Scrip dividends: procedures

• 35.8 The following provisions shall apply to the ordinary resolu�on referred to in Ar�cle 35.7 above and any offer made pursuant to it and Ar�cle 35.7:
• 35.8.1 The ordinary resolu�on may specify a par�cular dividend, or may specify all or any dividends declared within a specified period.
• 35.8.2 Each holder of shares shall be en�tled to that number of new shares as are together as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo (each a new share). For this purpose, the value of each new share shall be:
  • (a) equal to the average quota�on for the Company's ordinary shares, that is, the average of the middle market quota�ons for those shares on the Exchange, on the day on which such shares are first quoted ex the relevant dividend and the four subsequent dealing days; or
  • (b) calculated in any other manner specified by the ordinary resolu�on.
• 35.8.3 A cer�ficate or report by the auditors as to the value of a new share in respect of any dividend shall be conclusive evidence of that value.
• 35.8.4 On or as soon as prac�cable a�er announcing that any dividend is to be declared or recommended, the Board, if it intends to offer an elec�on in respect of that dividend, shall also announce that inten�on. If, a�er determining the basis of allotment, the Board decides to proceed with the offer, it shall no�fy the holders of shares of the terms and condi�ons of the right of elec�on offered to them, specifying the procedure to be followed and place at which, and the latest �me by which, elec�ons or no�ces amending or termina�ng exis�ng elec�ons must be delivered in order to be effec�ve.
• 35.8.5 The Board shall not proceed with any elec�on unless the Board has sufficient authority to allot shares and sufficient reserves or funds that may be appropriated to give effect to it a�er the basis of allotment is determined.
• 35.8.6 The Board may exclude from any offer any holders of shares where the Board believes the making of the offer to them would or might involve the contraven�on of the laws of any territory or that for any other reason the offer should not be made to them.
• 35.8.7 The dividend (or that part of the dividend in respect of which a right of elec�on has been offered) shall not be payable in cash on shares in respect of which an elec�on has been made (the "elected shares") and instead such number of new shares shall be alloted to each holder of elected shares as is arrived at on the basis stated in Ar�cle 35.8.2. For that purpose the Board shall appropriate out of any amount for the �me being standing to

the credit of any reserve or fund (including without limita�on the profit and loss account), whether or not it is available for distribu�on, a sum equal to the aggregate amount to be credited to the capital accounts of the Company in respect of the new shares to be alloted and apply it in paying up in full the appropriate number of new shares for allotment and distribu�on to each holder of elected shares as is arrived at on the basis stated in Ar�cle 35.8.2.

• 35.8.8 The new shares when alloted shall rank equally in all respects with the fully paid shares of the same class then in issue except that they shall not be en�tled to par�cipate in the relevant dividend.
• 35.8.9 No frac�on of a share shall be alloted. The Board may make such provision as it thinks fit for any frac�onal en�tlements including, without limita�on, payment in cash to holders in respect of their frac�onal en�tlements, provision for the accrual, reten�on or accumula�on of all or part of the benefit of frac�onal en�tlements to or by the Company or to or by or on behalf of any holder or the applica�on of any accrual, reten�on or accumula�on to the allotment of fully paid shares to any holder.
• 35.8.10 The Board may do all acts and things it considers necessary or expedient to give effect to the allotment and issue of any share pursuant to this Ar�cle or otherwise in connec�on with any offer made pursuant to this Ar�cle and may authorise any person, ac�ng on behalf of the holders concerned, to enter into an agreement with the Company providing for such allotment or issue and incidental maters. Any agreement made under such authority shall be effec�ve and binding on all concerned.
• 35.8.11 The Board may, at its discre�on, amend, suspend or terminate any offer pursuant to this Ar�cle.

Permited deduc�ons and reten�ons

35.9 The Board may deduct from any dividend or other moneys payable to any member in respect of a share any moneys presently payable by him to the Company in respect of that share. Where a person is en�tled by transmission to a share, the Board may retain any dividend payable in respect of that share un�l that person (or that person's transferee) becomes the holder of that share.

Procedure for payment to holders and others en�tled

• 35.10 Any dividend or other moneys payable in respect of a share may be paid:
• 35.10.1 in cash; or
• 35.10.2 by cheque or warrant made payable to or to the order of the holder or person en�tled to payment; or
• 35.10.3 by any direct debit, bank or other funds transfer system to the holder or person en�tled to payment or, if prac�cable, to a person designated by no�ce to the Company by the holder or person en�tled to payment; or

35.10.4 by any other method approved by the Board and agreed (in such form as the Company thinks appropriate) by the holder or person en�tled to payment including without limita�on in respect of an uncer�ficated share by means of the relevant system (subject to the facili�es and requirements of the relevant system).

Joint en�tlement

• 35.11 If two or more persons are registered as joint holders of any share, or are en�tled by transmission jointly to a share, the Company may:
• 35.11.1 pay any dividend or other moneys payable in respect of the share to any one of them and any one of them may give effectual receipt for that payment; and
• 35.11.2 for the purpose of Ar�cle 35.10, rely in rela�on to the share on the writen direc�on, designa�on or agreement of, or no�ce to the Company by, any one of them.

Payment by post

• 35.12 A cheque or warrant may be sent by post:
• 35.12.1 where a share is held by a sole holder, to the registered address of the holder of the share; or
• 35.12.2 if two or more persons are the holders, to the registered address of the person who is first named in the register; or
• 35.12.3 if a person is en�tled by transmission to the share, as if it were a no�ce to be sent under Ar�cle 41.8; or
• 35.12.4 in any case, to such person and to such address as the person en�tled to payment may direct by no�ce to the Company.

Discharge to Company and risk

35.13 Payment of a cheque or warrant by the bank on which it was drawn or the transfer of funds by the bank instructed to make the transfer or, in respect of an uncer�ficated share, the making of payment in accordance with the facili�es and requirements of the relevant system (which, if the relevant system is CREST, may include the sending by the Company or by any person on its behalf of an instruc�on to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders or, if permited by the Company, of such person as the holder or joint holders may in wri�ng direct) shall be a good discharge to the Company. Every cheque or warrant sent or transfer of funds made by the relevant bank or system in accordance with these Ar�cles shall be at the risk of the holder or person en�tled. The Company shall have no responsibility for any sums lost or delayed in the course of payment by any method used by the Company in accordance with Ar�cle 35.10.

Interest not payable

35.14 No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights atached to the share.

Forfeiture of unclaimed dividends

35.15 Any dividend which has remained unclaimed for 12 years from the date when it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company's own account. Such payment shall not cons�tute the Company a trustee in respect of it. The Company shall be en�tled to cease sending dividend warrants and cheques by post or otherwise to a member if those instruments have been returned undelivered to, or le� uncashed by, that member on at least two consecu�ve occasions, or, following one such occasion, reasonable enquiries have failed to establish the member's new address. The en�tlement conferred on the Company by this Ar�cle in respect of any member shall cease if the member claims a dividend or cashes a dividend warrant or cheque.

36. CAPITALISATION OF PROFITS AND RESERVES

Power to capitalise

• 36.1 The Board may with the authority of an ordinary resolu�on of the Company:
• 36.1.1 subject to the provisions of this Ar�cle, resolve to capitalise any undistributed profits of the Company not required for paying any preferen�al dividend (whether or not they are available for distribu�on) or any sum standing to the credit of any reserve or other fund, including without limita�on (and subject to the Companies Law) any capital account of the Company, if any;
• 36.1.2 appropriate the sum resolved to be capitalised to the members or any class of members on the record date specified in the relevant resolu�on who would have been en�tled to it if it were distributed by way of dividend and in the same propor�ons;
• 36.1.3 apply that sum on their behalf either in or towards paying up the amounts, if any, for the �me being unpaid on any shares held by them respec�vely, or in paying up in full shares, debentures or other obliga�ons of the Company in an amount equal to that sum, but the capital accounts of the Company may, for the purposes of this Ar�cle, only be applied in paying up shares to be alloted to members credited as fully paid;
• 36.1.4 allot the shares, debentures or other obliga�ons credited as fully paid to those members, or as they may direct, in those propor�ons, or partly in one way and partly in the other;
• 36.1.5 where shares or debentures become, or would otherwise become, distributable under this Ar�cle in frac�ons, make such provision as they think fit for any frac�onal en�tlements including without limita�on authorising their sale and transfer to any person, resolving that the distribu�on be made as nearly as prac�cable in the correct

propor�on but not exactly so, ignoring frac�ons altogether or resolving that cash payments be made to any members in order to adjust the rights of all par�es;

• 36.1.6 authorise any person to enter into an agreement with the Company on behalf of all the members concerned providing for either:
• (a) the allotment to the members respec�vely, credited as fully paid, of any shares, debentures or other obliga�ons to which they are en�tled on the capitalisa�on; or
• (b) the payment up by the Company on behalf of the members of the amounts, or any part of the amounts, remaining unpaid on their exis�ng shares by the applica�on of their respec�ve propor�ons of the sum resolved to be capitalised,

and any agreement made under that authority shall be binding on all such members;

• 36.1.7 generally do all acts and things required to give effect to the ordinary resolu�on; and
• 36.1.8 for the purposes of this Ar�cle, unless the relevant resolu�on provides otherwise, if the Company holds treasury shares of the relevant class at the record date specified in the relevant resolu�on, it shall be treated as if it were en�tled to receive the dividends in respect of those treasury shares which would have been payable if those treasury shares had been held by a person other than the Company.

37. RECORD DATES

Record dates for dividends etc.

• 37.1 Notwithstanding any other provision of these Ar�cles, the Company or the Board may:
• 37.1.1 fix any date as the record date for any dividend, distribu�on, allotment or issue, which may be on or at any �me before or a�er any date on which the dividend, distribu�on, allotment or issue is declared, paid or made;
• 37.1.2 for the purpose of determining which persons are en�tled to atend and vote at a general mee�ng of the Company, or a separate general mee�ng of the holders of any class of shares in the capital of the Company, and how many votes such persons may cast, specify in the no�ce of mee�ng a �me, not more than 48 hours before the �me fixed for the mee�ng (which, if the Board so specifies, shall be calculated taking no account of any part of a day that is not a working day), by which a person must be entered on the register in order to have the right to atend or vote at the mee�ng; changes to the register a�er the �me specified by virtue of this Ar�cle shall be disregarded in determining the rights of any person to atend or vote at the mee�ng; and
• 37.1.3 for the purpose of sending no�ces of general mee�ngs of the Company, or separate general mee�ngs of the holders of any class of shares in the capital of the Company, under these Ar�cles, determine that persons en�tled to receive such no�ces are those persons entered on the register at the close of business on a day determined by the

Company or the Board, which day may not be more than 21 days before the day that no�ces of the mee�ng are sent.

38. ACCOUNTS

Rights to inspect records

38.1 No member shall (as such) have any right to inspect any accoun�ng records or other book or document of the Company except as conferred by statute or authorised by the Board or by ordinary resolu�on of the Company or order of a court of competent jurisdic�on.

Sending of annual accounts

38.2 Subject to the Companies Law, a copy of the Company's annual accounts and reports for that financial year shall, at least 14 clear days before the date of the mee�ng at which copies of those documents are to be laid in accordance with the provisions of the Companies Law, be sent to every member and to every holder of the Company's debentures, and to every person who is en�tled to receive no�ce of mee�ngs from the Company under the provisions of the Companies Law or of these Ar�cles or, in the case of joint holders of any share or debenture, to one of the joint holders. A copy need not be sent to a person for whom the Company does not have a current address.

Summary financial statements

38.3 Subject to the Companies Law, the requirements of Ar�cle 38.2 shall be deemed sa�sfied in rela�on to any person by sending to the person, instead of such copies, a summary financial statement derived from the Company's annual accounts and the directors' report.

39. OPERATIONAL CURRENCY

39.1 The opera�onal currency of the Company shall be USD.

40. RESTRICTIONS ON POLITICAL DONATIONS

Restric�on on poli�cal dona�ons

• 40.1 The Company may not make a poli�cal dona�on to a poli�cal party or other poli�cal organisa�on, or to an independent elec�on candidate, or incur any poli�cal expenditure, unless such dona�on or expenditure is authorised by an ordinary resolu�on in accordance with Ar�cle 40.2 and is passed before the dona�on is made or the expenditure incurred.
• 40.2 A resolu�on conferring authorisa�on for the purposes of Ar�cle 40.1:
• 40.2.1 may relate to the Company and/or one or more subsidiaries of the Company;

• 40.2.2 may be expressed to relate to all companies that are subsidiaries of the Company at the �me the resolu�on is passed or at any �me during the period for which the resolu�on has effect (which shall be four years beginning with the date on which it is passed unless the directors determine that it is to have effect for a shorter period), without iden�fying them individually;

• 40.2.3 may authorise dona�ons or expenditure under one or more of the following heads: (i) dona�ons to poli�cal par�es or independent elec�on candidates; (ii) dona�ons to poli�cal organisa�ons other than poli�cal par�es; or (iii) poli�cal expenditure, and must specify the head(s) for each company to which it relates;

• 40.2.4 must be expressed in general terms and must not purport to authorise par�cular dona�ons or expenditure; and
• 40.2.5 must authorise dona�on or expenditure up to a specified amount for each of the specific heads in the period for which the resolu�on has effect for each company to which it relates.

41. COMMUNICATIONS

When no�ce required to be in wri�ng

41.1 Any no�ce to be sent to or by any person pursuant to these Ar�cles (other than a no�ce calling a mee�ng of the Board or commitee thereof) shall be in wri�ng.

Methods of Company sending no�ce

41.2 Subject to Ar�cle 41.1 and unless otherwise provided by these Ar�cles, the Company shall send or supply a document or informa�on that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Companies Law or pursuant to these Ar�cles or to any other rules or regula�ons to which the Company may be subject in such form and by such means as it may in its absolute discre�on determine.

Methods of member etc. sending document or informa�on

• 41.3 Subject to Ar�cle 41.1 and unless otherwise provided by these Ar�cles, a member or a person en�tled by transmission to a share shall send a document or informa�on pursuant to these Ar�cles to the Company in such form and by such means as it may in its absolute discre�on determine provided that:
• 41.3.1 the determined form and means are permited by the Companies Law for the purpose of sending or supplying a document or informa�on of that type to a company pursuant to a provision of the Companies Law; and
• 41.3.2 unless the Board otherwise permits, any applicable condi�on or limita�on specified in the Companies Law or other applicable legisla�on, including without limita�on as to the address to which the document or informa�on may be sent, is sa�sfied.

Unless otherwise provided by these Ar�cles or required by the Board and subject to applicable law, such document or informa�on shall be authen�cated in the manner specified by the Act for authen�ca�on of a document or informa�on sent in the relevant form (as if the Company were a company incorporated in the United Kingdom to which such provisions apply).

No�ce to joint holders

41.4 In the case of joint holders of a share any document or informa�on shall be sent to the joint holder whose name stands first in the register in respect of the joint holding and any document or informa�on so sent shall be deemed for all purposes sent to all the joint holders.

Registered address outside EEA

• 41.5 A member whose registered address is not within an EEA State or Jersey, the US or Canada (each a "Relevant Territory") and who sends to the Company an address within a Relevant Territory at which a document or informa�on may be sent to him shall be en�tled to have the document or informa�on sent to him at that address (provided that, in the case of a document or informa�on sent by electronic means, including without limita�on any no�fica�on that the document or informa�on is available on a website, the Company so agrees, which agreement the Company shall be en�tled to withhold in its absolute discre�on including, without limita�on, in circumstances in which the Company considers that the sending of the document or informa�on to such address using electronic means would or might infringe the laws of any other jurisdic�on) but otherwise:
• 41.5.1 no such member shall be en�tled to receive any document or informa�on from the Company; and
• 41.5.2 without prejudice to the generality of the foregoing, any no�ce of a general mee�ng of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general mee�ng.

Deemed receipt of no�ce

41.6 A member present, either in person or by proxy, at any mee�ng of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent no�ce of the mee�ng and, where requisite, of the purposes for which it was called.

Terms and condi�ons for electronic communica�ons

41.7 The Board may from �me to �me issue, endorse or adopt terms and condi�ons rela�ng to the use of electronic means for the sending of no�ces, other documents and proxy appointments by the Company to members or persons en�tled by transmission and by members or persons en�tled by transmission to the Company.

No�ce to persons en�tled by transmission

41.8 A document or informa�on may be sent or supplied by the Company to the person or persons en�tled by transmission to a share by sending it in any manner the Company may choose authorised by these Ar�cles for the sending of a document or informa�on to a member, addressed to them by name, or by the �tle of representa�ve of the deceased, or trustee of the bankrupt or by any similar descrip�on at the address (if any) as may be supplied for that purpose by or on behalf of the person or persons claiming to be so en�tled. Un�l such an address has been supplied, a document or informa�on may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred.

Transferees etc. bound by prior no�ce

41.9 Every person who becomes en�tled to a share shall be bound by any no�ce in respect of that share which, before his name is entered in the register, has been sent to a person from whom he derives his �tle, provided that no person who becomes en�tled by transmission to a share shall be bound by any no�ce sent under Ar�cles 5.6 to 5.10 (inclusive) to a person from whom he derives his �tle.

Proof of sending/when no�ces etc. deemed sent by post

• 41.10 Proof that a document or informa�on was properly addressed, prepaid and posted shall be conclusive evidence that the document or informa�on was sent. Proof that a document or informa�on sent or supplied by electronic means was properly addressed shall be conclusive evidence that the document or informa�on was sent or supplied. A document or informa�on sent by the Company to a member by post shall be deemed to have been received:
• 41.10.1 if sent by first class post or special delivery post or equivalent from an address in one country to another address in the same country, on the day following that on which the document or informa�on was posted;
• 41.10.2 if delivered personally to a member's registered postal address, on the day on which the document or informa�on was delivered;
• 41.10.3 if sent by second class mail, on the second day following that on which the document or informa�on was posted;
• 41.10.4 if sent by airmail from an address in a country to an address outside that country, on the second day following that on which the document or informa�on was posted;
• 41.10.5 if sent by the Company's internal post system, on the day following that on which the document or informa�on was posted;
• 41.10.6 if sent by some other method agreed between the Company and the member, when the agreed arrangements have been completed; and
• 41.10.7 in any other case, on the second day following that on which the document or informa�on was posted.

When no�ces etc. deemed sent by electronic means

41.11 A document or informa�on sent or supplied by the Company to a member in electronic form shall be deemed to have been received by the member at the �me it is sent. Such a document or informa�on shall be deemed received by the member at that �me notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or informa�on for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or informa�on by post to the member.

When no�ces etc. deemed sent by website

• 41.12 A document or informa�on sent or supplied by the Company to a member by means of a website shall be deemed to have been received by the member:
• 41.12.1 when the document or informa�on was first made available on the website; or
• 41.12.2 if later, when the member is deemed by Ar�cle 41.10 or 41.11 to have received no�ce of the fact that the document or informa�on was available on the website. Such a document or informa�on shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or informa�on for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or informa�on by post to the member.
• 41.13 A member shall not be en�tled to receive any document or informa�on that is required or authorised to be sent or supplied to him by the Company by a provision of the Companies Law or pursuant to these Ar�cles or to any other rules or regula�ons to which the Company may be subject if documents or informa�on sent or supplied to that member by post in accordance with the Ar�cles have been returned undelivered to the Company:
• 41.13.1 on at least two consecu�ve occasions; or
• 41.13.2 on one occasion and reasonable enquiries have failed to establish the member's address.

Subject to Ar�cle 41.16, a member to whom this Ar�cle applies shall become en�tled to receive documents or informa�on again when no�fies the Company of an address to which they may be sent or supplied.

No�ce during disrup�on of services

41.14 Subject to the Companies Law, if at any �me the Company is unable effec�vely to convene a general mee�ng by no�ces sent through the post as a result of the suspension or curtailment of postal services, no�ce of general mee�ng may be sufficiently given by local adver�sement. Any no�ce given by adver�sement for the purpose of this Ar�cle shall be adver�sed in at least one newspaper having a na�onal circula�on. If adver�sed in more than one newspaper, the adver�sements shall appear on the same date. Such no�ce shall be deemed to have been sent to all persons who are en�tled to have no�ce of mee�ngs sent to them on the day when the adver�sement appears. In any such case, the Company shall send confirmatory copies of the no�ce by post, if at least seven days before the mee�ng the pos�ng of no�ces again becomes prac�cable.

Electronic Communica�ons

41.15 A no�ce, document or other informa�on may be served, sent or supplied by the Company in electronic form to a member who has agreed or who has previously agreed with the Company or any member of the Company's group, at a �me that member was a holder of shares in the Company or the relevant member of the Company's group, (generally or specifically) that no�ces, documents or informa�on can be sent or supplied to them in that form and has not revoked such agreement.

• 41.16 Where the no�ce, document or other informa�on is served, sent or supplied by electronic means, it may only be served, sent or supplied to an address specified for that purpose by the intended recipient (generally or specifically). Where the no�ce, document or other informa�on is sent or supplied in electronic form by hand or by post, it must be handed to the recipient or sent or supplied to an address to which it could be validly sent if it were in hard copy form.
• 41.17 A no�ce, document or other informa�on may be served, sent or supplied by the Company to a member who has agreed (generally or specifically) or who has previously agreed with the Company or any member of the Company's group, at a �me that member was a holder of shares in the Company or the relevant member of the Company's group, by being made available on a website, or pursuant to Ar�cle 41.18 below is deemed to have agreed, that no�ce, document or informa�on can be sent or supplied to the member in that form and has not revoked such agreement.
• 41.18 If a member has been asked individually by the Company (or previously by any member of the Company's group as applicable) to agree that the Company may serve, send or supply no�ces, documents or other informa�on generally, or specific no�ces, documents or other informa�on to them by means of a website and the Company does not (or, as applicable, any member of the Company's group did not) receive a response within a period of 28 days beginning with the date on which the Company's (or any member of the Company's group) request was sent (or such longer period as the directors may specify (or, as the case may be, the directors of any member of the Company's group may have specified)), such member will be deemed to have agreed to receive such no�ce, documents or other informa�on by means of a website in accordance with Ar�cle 41.17 (save in respect of any no�ces, documents or informa�on that are required to be sent in hard copy form pursuant to the Companies Law). A member can revoke any such deemed elec�on in accordance with Ar�cle 41.22.
• 41.19 A no�ce, document or other informa�on served, sent or supplied by means of a website must be made available in a form, and by a means, that the Company reasonably considers will enable the recipient: (i) to read it, and (ii) to retain a copy of it. For this purpose, a no�ce, document or other informa�on can be read only if: (i) it can be read with the naked eye; or (ii) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye.
• 41.20 If a no�ce, document or other informa�on is served, sent or supplied by means of a website, the Company must no�fy the intended recipient of: (i) the presence of the no�ce, document or other informa�on on the website; (ii) the address of the website; (iii) place on the website where it may be accessed; and (iv) how to access the no�ce, document or informa�on. The document or informa�on is taken to be sent on the date on which the no�fica�on required by this Ar�cle 41.20 is sent or if later, the date on which the document or informa�on first appeared on the website a�er that no�fica�on is sent.
• 41.21 Any no�ce, document or other informa�on made available on a website will be maintained on the website for the period of at least 28 days beginning with the date on which no�fica�on is received or deemed received under Ar�cle 41.12 above, or such shorter period as may be required by law

or any regula�on or rule to which the Company is subject. A failure to make a no�ce, document or other informa�on available on a website throughout the period men�oned in this Ar�cle 41.21 shall be disregarded if: (i) it is made available on the website for part of that period; and (ii) the failure to make it available throughout that period is wholly atributable to circumstances that it would not be reasonable for the Company to prevent or avoid.

• 41.22 Any amendment or revoca�on of a no�fica�on given to the Company or agreement (or deemed agreement) under Ar�cles 41.15 to 41.19 (inclusive) shall only take effect if in wri�ng, signed (or authen�cated by electronic means) by the member and on actual receipt by the Company thereof.
• 41.23 Communica�ons sent to the Company by electronic means shall not be treated as received by the Company if it is rejected by computer virus protec�on arrangements.
• 41.24 Where these Ar�cles require or permit a no�ce or other document to be authen�cated by a person by electronic means, to be valid it must incorporate the electronic signature or personal iden�fica�on details of that person, in such form as the directors may approve, or be accompanied by such other evidence as the directors may require to sa�sfy themselves that the document is genuine.
• 41.25 Where a member of the Company has received a document or informa�on from the Company otherwise than in hard copy form, he is en�tled to require the Company to send to him a version of the document or informa�on in hard copy form within 21 days of the Company receiving the request.
• 41.26 Nothing in these Ar�cles shall require the Company to take any ac�on or step which could cause the Company to breach any applicable securi�es laws, regula�ons or similar.

42. DESTRUCTION OF DOCUMENTS

Power of Company to destroy documents

• 42.1 The Company shall be en�tled to destroy:
• 42.1.1 all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entry is made in the register, at any �me a�er the expira�on of six years from the date of registra�on;
• 42.1.2 all dividend mandates, varia�ons or cancella�ons of dividend mandates, and no�fica�ons of change of address at any �me a�er the expira�on of two years from the date of recording;
• 42.1.3 all share cer�ficates which have been cancelled at any �me a�er the expira�on of one year from the date of the cancella�on;

• 42.1.4 all paid dividend warrants and cheques at any �me a�er the expira�on of one year from the date of actual payment;

• 42.1.5 all proxy appointments which have been used for the purpose of a poll at any �me a�er the expira�on of one year from the date of use; and

• 42.1.6 all proxy appointments which have not been used for the purpose of a poll at any �me a�er one month from the end of the mee�ng to which the proxy appointment relates and at which no poll was demanded.

Presump�on in rela�on to destroyed documents

• 42.2 It shall conclusively be presumed in favour of the Company that:
• 42.2.1 every entry in the register purpor�ng to have been made on the basis of an instrument of transfer or other document destroyed in accordance with Ar�cle 42.1 was duly and properly made;
• 42.2.2 every instrument of transfer destroyed in accordance with Ar�cle 42.1 was a valid and effec�ve instrument duly and properly registered;
• 42.2.3 every share cer�ficate destroyed in accordance with Ar�cle 42.1 was a valid and effec�ve cer�ficate duly and properly cancelled; and
• 42.2.4 every other document destroyed in accordance with Ar�cle 42.1 was a valid and effec�ve document in accordance with its recorded par�culars in the books or records of the Company,

but:

• (a) the provisions of this Ar�cle and Ar�cle 42.1 apply only to the destruc�on of a document in good faith and without no�ce of any claim (regardless of the par�es) to which the document might be relevant;
• (b) nothing in this Ar�cle or Ar�cle 42.1 shall be construed as imposing on the Company any liability in respect of the destruc�on of any document earlier than the �me specified in Ar�cle 42.1 or in any other circumstances which would not atach to the Company in the absence of this Ar�cle or Ar�cle 42.1; and
• (c) any reference in this Ar�cle or Ar�cle 42.1 to the destruc�on of any document includes a reference to its disposal in any manner.

43. UNTRACED MEMBERS

Power to dispose of shares of untraced members

• 43.1 The Company shall be en�tled to sell, at the best price reasonably obtainable, the shares of a member or the shares to which a person is en�tled by transmission if:
• 43.1.1 during the period of 12 years before the date of the publica�on of the adver�sements referred to in Ar�cle 43.1.2 (or, if published on different dates, the first date) (the relevant period) at least three dividends in respect of the shares in ques�on have been declared

and all dividend warrants and cheques which have been sent in the manner authorised by these Ar�cles in respect of the shares in ques�on have remained uncashed;

• 43.1.2 the Company shall as soon as prac�cable a�er expiry of the relevant period have inserted adver�sements both in a na�onal daily newspaper and in a newspaper circula�ng in the area of the last known address of such member or other person giving no�ce of its inten�on to sell the shares; and
• 43.1.3 during the relevant period and the period of three months following the publica�on of the adver�sements referred to in Ar�cle 43.1.2 (or, if published on different dates, the first date) the Company has received no indica�on either of the whereabouts or of the existence of such member or person.

Transfer on sale

• 43.2 To give effect to any sale pursuant to Ar�cle 43.1, the Board may:
• 43.2.1 where the shares are held in cer�ficated form, authorise any person to execute an instrument of transfer of the shares to, or in accordance with the direc�ons of, the buyer; or
• 43.2.2 where the shares are held in uncer�ficated form, do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the direc�ons of, the buyer.

Effec�veness of transfer

43.3 An instrument of transfer executed by that person in accordance with Ar�cle 43.2.1 shall be as effec�ve as if it had been executed by the holder of, or person en�tled by transmission to, the shares. An exercise by the Company of its powers in accordance with Ar�cle 43.2.1 shall be as effec�ve as if exercised by the registered holder of or person en�tled by transmission to the shares. The transferee shall not be bound to see to the applica�on of the purchase money, and his �tle to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in reference to the sale.

Proceeds of sale

43.4 The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously en�tled for an amount equal to the proceeds. The Company shall enter the name of such former member or other person in the books of the Company as a creditor for that amount. In rela�on to the debt, no trust is created and no interest is payable. The Company shall not be required to account for any money earned on the net proceeds of sale, which may be used in the Company's business or invested in such a way as the Board from �me to �me thinks fit.

44. WINDING UP

Liquidator may distribute in specie

• 44.1 If the Company is wound up, the liquidator may, with the sanc�on of a special resolu�on of the Company and any other sanc�on required by law:
• 44.1.1 divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members;
• 44.1.2 vest the whole or any part of the assets in trustees for the benefit of the members; and
• 44.1.3 determine the scope and terms of those trusts,

but no member shall be compelled to accept any asset on which there is a liability.

Disposal of assets by liquidator

44.2 The power of sale of a liquidator shall include a power to sell wholly or par�ally for shares or debentures or other obliga�ons of another body corporate, either then already cons�tuted or about to be cons�tuted for the purpose of carrying out the sale.

References to liquidator

44.3 For the purposes of Ar�cle 44.1 and 44.2, references to a "liquidator" shall be construed as references to the Board in circumstances where a liquidator is not required to be, and has not been, appointed pursuant to the Companies Law.

45. INDEMNITY

Indemnity to directors and officers

45.1 Subject to the provisions of the Companies Law, but without prejudice to any indemnity to which the person concerned may otherwise be en�tled, every director or other officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him for negligence, default, breach of duty, breach of trust or otherwise in rela�on to the affairs of the Company, provided that this Ar�cle shall be deemed not to provide for, or en�tle any such person to, indemnifica�on to the extent that it would cause this Ar�cle, or any element of it, to be treated as void under the Companies Law or otherwise unlawful under the Companies Law.

46. SPECIAL PROVISIONS

46.1 To the extent not otherwise provided by the Companies Law the members shall have the rights and the Company shall be subject to the provisions set out below. The rights and remedies set out in this Article 46 shall not in any way prejudice, and shall be cumulative with, all and any such rights or remedies any member may have under the Companies Law or any other statute or applicable customary law in Jersey.

46.2 For the purposes of this Article 46:

"appraisal" means a process whereby the Court (as defined herein) may make such order as it deems necessary or expedient in order to determine the fair value of a member's shares for the purpose of their repurchase by the Company;

"complainant" means:

• (a) a registered holder or beneficial owner, or a former registered holder or beneficial owner, of a security of the Company or any of its affiliates; or
• (b) a director or an officer or a former director or officer of the Company or any of its affiliates; or
• (c) a creditor
• a. in respect of an application under Articles 46.3 to 46.5 (Derivative Action); or
• b. in respect of an application under Articles 46.6 to 46.10 (Oppression) if the Court exercises its discretion under subparagraph (d); or
• (d) any other person who, in the discretion of the Court, is a proper person to make an application under the provisions of Articles 46.3 to 46.5 (Derivative Action) or Articles 46.6 to 46.10 (Oppression), respectively; and

"security holder" means the registered holder or beneficial holder of a security of the Company where security is defined as a share of any class or series of shares or a debt obligation of the Company and includes a certificate evidencing such a share or debt obligation.

Derivative Action

• 46.3 A complainant may apply to the Royal Court of Jersey (the "Court") for leave to bring an action in the name of and on behalf of the Company or any of its subsidiaries, or intervene in an action to which the Company or any of its subsidiaries is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the Company or subsidiary provided that no such leave may be granted unless the Court is satisfied that:
• 46.3.1 the complainant has given reasonable notice to the directors or to the directors of the subsidiary of his intention to apply to the Court hereunder if the directors or the directors of the subsidiary do not bring, diligently prosecute, defend or discontinue the action;
• 46.3.2 the complainant is acting in good faith; and
• 46.3.3 it appears to be in the interests of the Company or any of its subsidiaries that the action be brought, prosecuted, defended or discontinued.

• 46.4 Notwithstanding Article 46.3, when all the directors of the Company or all the directors of its subsidiary have been named as defendants, notice to the directors or directors of the subsidiary under Article 46.3.1 of the complainant's intention to apply to the Court is not required.

• 46.5 In connection with an action brought or intervened under Article 46.3 or 46.7.17 the Court may at any time make any order it thinks fit including, without limiting the generality of the foregoing, any or all of the following:

• 46.5.1 an order authorizing the complainant or any other person to control the conduct of the action;
• 46.5.2 an order giving directions for the conduct of the action;
• 46.5.3 an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and
• 46.5.4 an order requiring the Company or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.

Oppression

• 46.6 A complainant may apply to the Court for an order under Articles 46.6 to 46.10 (Oppression) and the Court may make an order to rectify the matters complained of if, on such application, the Court is satisfied in respect of the Company or any of its affiliates that:
• 46.6.1 any act or omission of the Company or any of its affiliates effects a result;
• 46.6.2 the business or affairs of the Company or any of its affiliates are or have been carried on or conducted in a manner; or
• 46.6.3 the powers of the directors or any of the affiliates of the Company are or have been exercised in a manner,

that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer.

• 46.7 In connection with an application under Articles 46.6 to 46.10 (Oppression), the complainant may ask the Court to make any interim or final order it thinks fit including, without limiting the generality of the foregoing, any or all of the following:
• 46.7.1 an order restraining the conduct complained;
• 46.7.2 an order appointing a liquidator or receiver or receiver manager;
• 46.7.3 an order to regulate the Company's affairs by amending the Memorandum of Association or these Articles;
• 46.7.4 an order declaring that any amendment pursuant to Article 46.7.3 operates notwithstanding any unanimous agreement of the members made before or after the date of the order, until the Court otherwise orders;

• 46.7.5 an order directing an issue or exchange of securities;

• 46.7.6 an order appointing directors in place of or in addition to all or any of the directors then in office;

• 46.7.7 an order directing the Company or any other person to purchase securities of a security holder, subject to compliance with applicable provisions of the Companies Law;
• 46.7.8 an order directing the Company or any other person to pay to a security holder any part of the money paid by the security holder for securities;
• 46.7.9 an order directing the Company, subject to the Companies Law, to pay a dividend to the members or to a class of members;
• 46.7.10 an order varying or setting aside a transaction or contract to which the Company is a party and compensating the Company or any other party to the transaction or contract;
• 46.7.11 an order requiring the Company, within a time specified by the Court, to produce to the Court or an interested person financial statements or an accounting in any other form the Court may determine;
• 46.7.12 an order compensating an aggrieved person;
• 46.7.13 an order directing rectification of the register or other records of the Company;
• 46.7.14 an order for the winding-up and dissolution of the Company;
• 46.7.15 an order directing any person who appears to the Court to be qualified to do so to investigate such matters pertaining to the affairs of the Company as the Court shall determine;
• 46.7.16 an order requiring the trial of any issue; or
• 46.7.17 an order granting leave to the applicant to:
• (a) bring an action in the name and on behalf of the Company or any of its subsidiaries, or
• (b) intervene in an action to which the Company or any of its subsidiaries is a party,

for the purpose of prosecuting, defending or discontinuing an action on behalf of the Company or any of its subsidiaries.

• 46.8 If an order made under Articles 46.6 to 46.10 (Oppression) requires an amendment to be made to the Memorandum of Association or to these Articles, no other amendment to the Memorandum of Association or to these Articles may be made without the consent of the Court, unless the Court otherwise orders.
• 46.9 A member is not entitled to dissent under Articles 46.11 to 46.30 (Right of Dissent and Appraisal) if an amendment to the Memorandum of Association or to these Articles is effected under Articles 46.6 to 46.10 (Oppression).

46.10 Nothing prevents an applicant under Articles 46.6 to 46.10 (Oppression) from taking all and any action necessary for the winding-up and dissolution of the Company.

Right of Dissent and Appraisal

• 46.11 A holder of shares of any class of the Company may dissent and exercise the rights set out in Articles 46.11 to 46.30 (Right of Dissent and Appraisal) if the Company resolves to:
• 46.11.1 amend these Articles to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class;
• 46.11.2 amend these Articles to add, change or remove any restrictions on the business or businesses that the Company may carry on;
• 46.11.3 amend these Articles to add or remove an express statement establishing the unlimited liability of members;
• 46.11.4 amalgamate with another company, other than a company or companies that are whollyowned subsidiary companies;
• 46.11.5 be continued under the laws of another jurisdiction; or
• 46.11.6 sell, lease or exchange all or substantially all its property.
• 46.12 A holder of shares of a class or series of shares may dissent and exercise the rights set out in Articles 46.11 to 46.30 (Right of Dissent and Appraisal) if the Company resolves to amend these Articles to:
• 46.12.1 increase the maximum number of authorized shares of a class having rights or privileges equal or superior to the rights or privileges attached to the shares of that class;
• 46.12.2 effect an exchange, reclassification or cancellation of all or part of the shares of that class;
• 46.12.3 add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class and, without limiting the generality of the foregoing:
  • (a) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends;
  • (b) add, remove or change prejudicially redemption rights;
  • (c) reduce or remove a dividend preference or a liquidation preference; or
  • (d) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre‑emptive rights, rights to acquire securities of the Company or sinking fund provisions;

• 46.12.4 increase the rights or privileges of any class of shares having rights or privileges equal or superior to the rights or privileges attached to the shares of that class;

• 46.12.5 create a new class of shares having rights or privileges equal or superior to the rights or privileges attached to the shares of that class;

• 46.12.6 make the rights or privileges of any class of shares having rights or privileges inferior to the rights or privileges of the shares of that class equal or superior to the rights or privileges of the shares of that class;
• 46.12.7 effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class; or
• 46.12.8 constrain the issue or transfer of the shares of that class or extend or remove that constraint.
• 46.13 In addition to any other right a member may have but subject to Article 46.30 and subject to compliance with applicable provisions of the Companies Law, a member entitled to dissent hereunder and who complies with the requirements of Articles 46.11 to 46.30 (Right of Dissent and Appraisal) is entitled to be paid by the Company the fair value of the shares held by member in respect of which the member dissents, determined as of the close of business on the last business day before the day on which the resolution from which the member dissents was adopted.
• 46.14 A dissenting member may only claim hereunder with respect to all the shares of a class held by such member or on behalf of any one beneficial owner and registered in the name of such dissenting member.
• 46.15 A dissenting member shall send to the Company a written objection to a resolution referred to in Articles 46.11 or 46.12:
• 46.15.1 at or before any meeting of members at which the resolution is to be voted on; or
• 46.15.2 if the Company did not send notice to the member of the purpose of the meeting or of the member's right to dissent, within a reasonable time after the member learns that the resolution was adopted and of the member's right to dissent.
• 46.16 An application may be made to the Court after the adoption of a resolution referred to in Articles 46.11 or 46.12:

46.16.1 by the Company; or

46.16.2 by a member if the member has sent an objection to the Company under Article 46.15,

requesting the Court to fix the fair value in accordance with Article 46.13 of the shares of a member who dissents hereunder, or if applicable, to fix the time at which a member of an unlimited liability corporation who dissents hereunder ceases to become liable for any new liability, act or default of the unlimited liability corporation.

• 46.17 If an application is made under Article 46.16, the Company shall, unless the Court otherwise orders, send to each dissenting member a written offer to pay the member an amount considered by the directors to be the fair value of the shares.
• 46.18 Unless the Court otherwise orders, an offer referred to in Article 46.17 shall be sent to each dissenting member:
• 46.18.1 at least 10 days before the date on which the application is returnable, if the Company is the applicant; or
• 46.18.2 within 10 days after the Company is served with a copy of the application, if a member is the applicant.
• 46.19 Every offer made under Article 46.17 shall:

46.19.1 be made on the same terms; and

46.19.2 contain or be accompanied by a statement showing how the fair value was determined.

• 46.20 A dissenting member may make an agreement with the Company for the purchase of the member's shares by the Company in the amount of the Company's offer under Article 46.17 or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.
• 46.21 A dissenting member:
• 46.21.1 shall not be required by the Company to give security for costs in respect of an application under Article 46.16; and
• 46.21.2 except in special circumstances as determined by the Court shall not be required to pay the costs of the application or appraisal.
• 46.22 In connection with an application under Article 46.16, the Company or the member may request the Court to give direction for:
• 46.22.1 joining as parties all dissenting members whose shares have not been purchased by the Company and for the representation of dissenting members who, in the opinion of the court, are in need of representation;
• 46.22.2 the trial of issues and interlocutory matters, including pleadings and examinations for discovery;
• 46.22.3 the payment to the member of all or part of the sum offered by the Company for the shares;
• 46.22.4 the deposit of the share certificates with the Court or with the Company or its transfer agent;
• 46.22.5 the appointment and payment of independent appraisers, and the procedures to be followed by them;

46.22.6 the service of documents; and

46.22.7 the burden of proof on the parties.

• 46.23 On an application under Article 46.16, the Company or the member may request the Court to make an order:
• 46.23.1 fixing the fair value of the shares in accordance with Article 46.13 of all dissenting members who are parties to the application;
• 46.23.2 giving judgment in that amount against the Company and in favour of each of those dissenting members;
• 46.23.3 fixing the time within which the Company must pay that amount to a member; and
• 46.23.4 if applicable, fixing the time at which a dissenting member of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.

46.24 On

• 46.24.1 the action approved by the resolution from which the member dissents becoming effective;
• 46.24.2 the making of an agreement under Article 46.20 between the Company and the dissenting member as to the payment to be made by the Company for the member's shares, whether by the acceptance of the Company's offer under Article 46.17 or otherwise; or
• 46.24.3 the pronouncement of an order under Article 46.23,

whichever first occurs, the member shall cease to have any rights as a member other than the right to be paid the fair value of the member's shares in the amount agreed to between the Company and the member or in the amount of the judgment, as the case may be.

• 46.25 Article 46.24.1 does not apply to a member referred to in Article 46.15.2.
• 46.26 Until one of the events mentioned in Article 46.24 occurs:
• 46.26.1 the member may withdraw the member's dissent or

46.26.2 the Company may rescind the resolution,

and in either event proceedings hereunder shall be discontinued.

46.27 The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting member, from the date on which the member ceases to have any rights as a member by reason of Article 46.24 until the date of payment.

• 46.28 If Article 46.30 applies, the Company shall, within 10 days after:
• 46.28.1 the pronouncement of an order under Article 46.23; or
• 46.28.2 the making of an agreement between the member and the Company as to the payment to be made for the member's shares;

notify each dissenting member that it is unable under these Articles to pay dissenting members for their shares.

• 46.29 Notwithstanding that a judgment has been given in favour of a dissenting member under Article 46.23.2, if Article 46.30 applies, the dissenting member, by written notice delivered to the Company within 30 days after receiving notice under Article 46.28, may withdraw the member's notice of objection, in which case the Company is deemed to consent to the withdrawal and the member is reinstated to the member's full rights as a member, failing which the member retains a status as a claimant against the Company, to be paid as soon as the Company is permitted to do so under these Articles or, in a winding up, to be ranked subordinate to the rights of creditors of the Company but in priority to its other members.
• 46.30 The Company shall not make a payment to a dissenting member under Articles 46.11 to 46.30 (Right of Dissent and Appraisal) if there are reasonable grounds for believing that
• 46.30.1 the Company is or would after the payment be unable to pay its liabilities as they become due, or
• 46.30.2 the realizable value of the Company's assets would by reason of the payment be less than the aggregate of its liabilities.

SCHEDULE C – CONTINUANCE RESOLUTION

The text of the Continuance Resolution is as follows:

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

• 1. Wentworth Resources Limited (the "Company") be and is hereby authorized to:
• (a) make application pursuant to Article 127K (Application to Commission for continuance within Jersey) of the Companies (Jersey) Law 1991 (as amended) (the "CJL") to the Jersey Financial Services Commission ("JFSC") to seek continuance of the Company as a company incorporated under the CJL under the name "Wentworth Resources Plc" (the "Continuance"); and
• (b) make application to the Registrar under the Business Corporations Act (Alberta) (the "ABCA") for the Alberta Registrar of Corporations or a Deputy Registrar of Corporations (the "Registrar") authorization to permit the Continuance;
• 1. Effective upon the (i) issuance by the Registrar under the ABCA of a letter of approval for the Continuance; and (ii) issuance by the Jersey Registrar of Companies of a certificate of continuance (the "Certificate of Continuance"), and without affecting the validity of any act previously done by the Company under its charter documents or otherwise, the Memorandum and Articles of Association set out in "Schedule B – Memorandum and Articles of Association" to the management information circular of the Company dated 21 August 2018 be and are adopted as the constitutional documents of the Company (and the Articles of Association shall be the "articles of continuance" under the CJL) and, in connection therewith, all amendments to the existing articles or other charter documents (howsoever described) of the Company to be implemented by the adoption of the Memorandum and Articles of Association, including the change in the Company's name to "Wentworth Resources Plc", are hereby approved for the purposes of the CJL and otherwise;
• 1. Subject to the issuance of the Certificate of Continuance, the repeal of the Company's by-laws is hereby authorized;
• 1. For the purposes of Article 57 (Powers of company to purchase its own limited shares) of the CJL and for all other purposes:
• (a) any purchase by the Company, following the completion of the Continuance, of any shares (or shares represented by depository certificates) of any shareholder dissenting to the Continuance be and is hereby sanctioned as a special resolution; and
• (b) the contract resulting from the acceptance by each dissenting shareholder of an offer to purchase made by the Company pursuant to section 191 of the ABCA, together with the Company's and such dissenting shareholder's obligations and rights under the ABCA in relation to such purchase, including the price at which the shares (or shares represented by depository certificates) of dissenting shareholders are agreed or otherwise determined by a court to be purchased, shall form the purchase contracts between the Company and any shareholders dissenting to the Continuance, and all such contracts, if any, are hereby approved,

and for the purposes of Article 58A (Treasury Shares) of the CJL, the Company is authorized to hold any shares pursuant to this resolution as treasury shares.

• 1. Notwithstanding that this resolution has been passed by the shareholders of the Company, the directors of the Company are hereby authorized and empowered in their sole discretion, without further notice to, or approval of, the shareholders of the Company, to revoke this resolution and abandon the application for Continuance at any time prior to the issuance of the Certificate of Continuance; and
• 1. Any one officer or one director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such documents, applications, articles, agreements and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE D – DELISTING RESOLUTION

The text of the Delisting Resolution is as follows:

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

• 1. Wentworth Resources Limited (the "Company") be and is hereby authorized to make an application to Oslo Børs pursuant to the Norwegian Stock Exchange Act section 25, cf. section 15.1 (4) cf. (1) of the Oslo Børs continuing obligations of stock exchange listed companies to delist the Company's common shares (in the form of registered beneficial interests (deposit rights)) from Oslo Børs.
• 1. Any one officer or one director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such documents, applications, articles, agreements and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE E – SHARE CAPITAL RESOLUTIONS

The text of the Share Capital Resolutions is as follows:

• 1. BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT subject to the issue by the Jersey Registrar of Companies of a Certificate of Continuance pursuant to the Companies (Jersey) Law 1991 (the "Certificate of Continuance"), the directors of Wentworth Resources Limited (the "Company") be generally and unconditionally authorised (without prejudice to the authorities conferred on the directors under any other resolution passed on or about the date of this resolution) in accordance with Article 3 (Authority to Allot) of the Articles of Association to be adopted upon issue of such Certificate of Continuance (the "Articles") to exercise all the powers of the Company to allot, issue, convert any security into, grant options over or otherwise dispose of Equity Securities (as defined in the Articles):
• (a) up to an aggregate number of 62,162,200 shares in the capital of the Company ("Shares") for general corporate purposes, being an aggregate amount equal to one-third of the aggregate number of Shares in issue as of 2 October 2018; and
• (b) up to an additional aggregate number of 62,162,200 Shares where such securities are offered by way of a pre-emptive issue (as defined in the Articles, but for these purposes only where such pre-emptive issue is by way of a rights issue), being an aggregate amount equal to one-third of the aggregate number of Shares in issue as of 2 October 2018,

such authorities to apply until the earlier of the end of the next annual general meeting of the Company after the passing of this resolution and 15 months from this resolution becoming unconditional and thereby effective but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require Equity Securities to be allotted after the authority ends and the directors may allot Equity Securities under any such offer or agreement as if the authority had not ended.

• 1. BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT subject to the issue by the Jersey Registrar of Companies of a Certificate of Continuance, the directors of the Company be given power, in substitution for any and all subsisting powers (but without prejudice to any powers conferred on the directors under any other resolution passed on or about the date of this resolution), to allot Equity Securities for cash as if Article 4 (Pre-Emptive Rights) of the Articles did not apply to any such allotment, such power to be limited:
• (a) to the general allotment of Equity Securities up to an aggregate number of 9,324,423 Shares, being an aggregate amount equal to 5 per cent. of the aggregate number of Shares in issue as of 2 October 2018; and
• (b) to the allotment of Equity Securities up to an aggregate number of 124,324,400 Shares where such securities are offered by way of a pre-emptive issue (but for these purposes only where such pre-emptive issue is by way of a rights issue), being an aggregate amount equal to two-thirds of the aggregate number of Shares in issue as of 2 October 2018,

such power to apply until the earlier of the end of the next annual general meeting of the Company after the passing of this resolution and 15 months from this resolution becoming unconditional and thereby effective but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Equity Securities to be allotted after the power ends and the directors may allot Equity Securities under any such offer or agreement as if the power had not ended.

For the purposes of the foregoing resolutions, references to the directors shall include reference to the directors acting as a board or through a committee of the board or pursuant to any other delegation by the directors which they are authorised to make pursuant to the Articles.

SCHEDULE F – DISSENT RIGHTS

Reproduced below is the text of section 191 of the Business Corporations Act (Alberta), which entitles Shareholders to object to the Continuance Resolution and sets out the procedure for so doing.

• 191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to
• (a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,
• (b) amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,
• (b.1) amend its articles under section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2(1),
• (c) amalgamate with another corporation, otherwise than under section 184 or 187,
• (d) be continued under the laws of another jurisdiction under section 189, or
• (e) sell, lease or exchange all or substantially all its property under section 190.
• (2) A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.
• (3) In addition to any other right the shareholder may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the shareholder dissents was adopted.
• (4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.
• (5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)
• (a) at or before any meeting of shareholders at which the resolution is to be voted on, or
• (b) if the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder's right to dissent.
• (6) An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or (2),
• (a) by the corporation, or
• (b) by a shareholder if the shareholder has sent an objection to the corporation under subsection (5),

to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

• (8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder
• (a) at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or
• (b) within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.
• (9) Every offer made under subsection (7) shall
• (a) be made on the same terms, and
• (b) contain or be accompanied with a statement showing how the fair value was determined.
• (10) A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder's shares by the corporation, in the amount of the corporation's offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.
• (11) A dissenting shareholder
• (a) is not required to give security for costs in respect of an application under subsection (6), and
• (b) except in special circumstances must not be required to pay the costs of the application or appraisal.
• (12) In connection with an application under subsection (6), the Court may give directions for
• (a) joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,
• (b) the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,
• (c) the payment to the shareholder of all or part of the sum offered by the corporation for the shares,
• (d) the deposit of the share certificates with the Court or with the corporation or its transfer agent,
• (e) the appointment and payment of independent appraisers, and the procedures to be followed by them,
• (f) the service of documents, and
• (g) the burden of proof on the parties.
• (13) On an application under subsection (6), the Court shall make an order
• (a) fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,
• (b) giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,
• (c) fixing the time within which the corporation must pay that amount to a shareholder, and
• (d) fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.
• (14) On

• (a) the action approved by the resolution from which the shareholder dissents becoming effective,

• (b) the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder's shares, whether by the acceptance of the corporation's offer under subsection (7) or otherwise, or

• (c) the pronouncement of an order under subsection (13),

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder's shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgement, as the case may be.

• (15) Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).
• (16) Until one of the events mentioned in subsection (14) occurs,
• (a) the shareholder may withdraw the shareholder's dissent, or
• (b) the corporation may rescind the resolution,

and in either event proceedings under this section shall be discontinued.

• (17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights as a shareholder by reason of subsection (14) until the date of payment.
• (18) If subsection (20) applies, the corporation shall, within 10 days after
• (a) the pronouncement of an order under subsection (13), or
• (b) the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder's shares,

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

• (19) Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder's notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder's full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.
• (20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that:
• (a) the corporation is or would after the payment be unable to pay its liabilities as they become due, or
• (b) the realizable value of the corporation's assets would by reason of the payment be less than the aggregate of its liabilities.

SCHEDULE G – TRANSLATION OF SECTION 4 (THE DELISTING) AND SCHEDULE E (DELISTING RESOLUTION)

4. STRYKNINGEN

• 4.1. Wentworth Resources Limited ("Selskapet") ble stiftet som Artumas Group Inc. i 2000 og ble notert og startet handelen på Oslo Børs i 2005. I 2010 kjøpte Selskapet (som Artumas) samtlige aksjer i Wentworth Resources Limited, et selskapet stiftet på Cayman Islands. Artumas endret navn til Wentworth Resources Limited i september 2010. Selskapets aksjer ble tatt opp til notering på AIM i oktober 2011. I hele denne perioden har Selskapet ikke tiltrukket seg norske institusjonelle aksjonærer eller noen betydelig sell-side analytikerdekning fra norske investeringsbanker. Alle Selskapets betydelige aksjonærer og alle Selskapets betydelige sell-side analytikere er basert utenfor Norge. Selskapet har over tid vurdert fordelene ved å ha aksjene notert på Oslo Børs (i form av VPS Interests (som definert ovenfor)) i tillegg til å opprettholde Selskapets notering på AIM. Basert på denne vurderingen er Selskapets styre av den oppfatning at å være notert på Oslo Børs, i tillegg til noteringen på AIM, ikke har resultert i alle de tilsiktede fordelene for Selskapets aksjonærer, og ikke lenger veier opp for de ekstra regulatoriske byrdene og kostnadene forbundet med noteringen på Oslo Børs.
• 4.2. Selskapet er i dag forpliktet til å følge de reglene som gjelder for selskaper notert på Oslo Børs (for eksempel relevante regler i verdipapirhandelloven og Oslo Børs' løpende forpliktelser for noterte selskaper) i tillegg til de reglene som gjelder for utstedere på AIM. Disse reglene er på enkelte områder avvikende og pålegger følgelig Selskapet ytterligere regulatoriske byrder og økte kostnader som vil unngås dersom en strykning av Selskapets aksjer fra Oslo Børs ("Strykningen") blir vedtatt. For eksempel har et selskap notert på Oslo Børs plikt til å utarbeide et prospekt dersom det utsteder nye aksjer som utgjør 10 prosent eller mer av dets eksisterende aksjekapital over en løpende 12 måneders periode, et krav som i enkelte tilfeller kan redusere Selskapets muligheter til å gjøre oppkjøp eller utstede nye aksjer for å innhente ny kapital. Tatt i betraktning Selskapets strategiendring til en oppkjøpsfokusert forretningsmodell, kan dette innebære en konkurransemessig ulempe for Selskapet sammenlignet med andre potensielle kjøpere av eiendeler som ikke er underlagt de samme kravene.
• 4.3. En opprettholdelse av noteringen på Oslo Børs vil være kostbar for Selskapet og legge beslag på en betydelig del av ledelsens tid, og dette fremstår som uforholdsmessig med hensyn til fordelene oppnådd ved å være notert på Oslo Børs tatt i betraktning Selskapets størrelse. De økonomiske kostnadene inkluderer årlig noteringsgebyr til Oslo Børs, honorarer til Selskapets norske juridiske rådgivere, kommunikasjonsrådgivere og Selskapets VPS-kontofører. Som del av de samlede virkemidlene for å fokusere ledelsens tid mot Selskapets eiendeler, samt for å redusere kostnader og ineffektivitet som beskrevet ovenfor under "Reasons for the Continuance", er styret av den oppfatning at Strykningen vil bidra betydelig til Selskapets initiativer til kostnadskutt i tillegg til generell operasjonell effektivitet.
• 4.4. Styret er av den oppfatning at noteringen på AIM har bidratt til økte aksjonærverdier ved å la Selskapet og dets aksjonærer nyte godt av den analysedekningen av E&P-sektoren som allerede finnes i London, noe som har gitt Selskapet ytterligere tilgang til institusjonelle investorer basert i Storbritannia. Styret er av den oppfatning at det er mer passende og fordelaktig å opprettholde noteringen på AIM enn på Oslo Børs, tatt i betraktning Selskapets størrelse, utviklingsstadium og strategi.
• 4.5. Styret anerkjenner at Strykningen vil frata aksjonærene tilgang til et alternativt marked for handel i Selskapets aksjer. Videre er Selskapet klar over betydningen Strykningen vil kunne ha for aksjonærer som eier VPS Interests. Ettersom Selskapet vil fortsette å være notert på AIM, vil imidlertid aksjonærene etter Strykningen fortsatt ha tilgang til et likvid marked for handel i aksjene dersom de overfører sine VPS Interests fra VPS-registeret til depotbevis (DIs (som definert ovenfor)) eller aksjer registrert i CREST (avhengig av om Selskapets aksjer er registrert i CREST i form av DIs eller direkte). Se punkt 3.1.1. ovenfor for en nærmere beskrivelse av CREST oppgjørssystem.
• 4.6. Selskapet vil opprettholde registreringen av VPS Interests i VPS i minimum to år fra tidspunktet for gjennomføringen av Strykningen, samt legge til rette for en overføring av VPS Interests til DIs eller aksjer registrert i CREST (avhengig av registreringsform) som kan handles på AIM, ved å opprettholde Selskapets eksisterende konverteringsplan for VPS Interests/DIs (eller for VPS Interests/aksjer dersom aksjene er registrert direkte i CREST).
• 4.7. Aksjonærer som ønsker å beholde sine VPS Interests i VPS-registeret etter Strykningen, trenger ikke å foreta seg noe. Aksjonærer som har sine VPS Interests registrert i VPS-registeret etter Strykningen, vil kunne kjøpe og selge VPS Interests gjennom en norsk megler til andre investorer med en VPS-konto. Videre vil aksjonærer som beholder sine VPS

Interests i VPS-registeret, kunne engasjere en megler til å selge deres VPS Interests til en kjøper av DIs eller aksjer registrert i CREST (avhengig av registreringsform). I slike tilfeller vil Selskapets eksisterende konverteringsplan bli brukt til å konvertere VPS Interests til DIs eller aksjer registrert i CREST. Det bemerkes for øvrig at markedet for slik handel i VPS Interests vil være mindre likvid sammenlignet med handel på Oslo Børs, og at det ikke kan gis noen forsikringer om at slike handler vil kunne gjennomføres til priser og volum som anses tilfredsstillende for aksjonærene. Aksjonærer som beholder sine VPS Interests i VPS-registeret etter Strykningen, vil kunne overføre sine VPS Interests til DIs eller aksjer registrert i CREST (avhengig av registreringsform), slik at disse kan handles på AIM av de relevante aksjonærene.

• 4.8. Aksjonærer som ønsker å overføre sine VPS Interests til DIs eller aksjer registrert i CREST (avhengig av registreringsform) som kan handles på AIM, kan kontakte sin depotbank (forvalter) for å arrangere slik overføring. Selskapet vil dekke kostnadene forbundet med slik overføring (oppad begrenset til NOK 650 per aksjonær som er VPSkontoførers pris for én slik overføring) i en periode på seks måneder fra tidspunktet for gjennomføring av Strykningen (forutsatt at Strykningen gjennomføres). Selskapet vil samarbeide med VPS-kontofører i Norge for å sørge for en smidig overføring til AIM.
• 4.9. Forutsatt at vedtaket om Strykning vedtas med nødvendig flertall og at Selskapets søknad om Strykning godkjennes av Oslo Børs (som ytterligere beskrevet nedenfor), vil Selskapet distribuere detaljert informasjon relevant for aksjonærer som er innehavere av VPS Interests. Videre har Selskapet forberedt et Q&A-skjema i forbindelse med Strykningen vedrørende de alternativene som er tilgjengelige for aksjonærer som er innehavere av VPS Interests (som beskrevet ovenfor). Q&A-skjemaet er tilgjengelig på Selskapets nettsider.
• 4.10. Strykningsvedtaket må, i henhold til Oslo Børs' løpende forpliktelser punkt 15.1 (4) jf. (1), treffes med kvalifisert flertall (med minimum 66 2/3 % av de avgitte stemmene som er representert på generalforsamlingen ved personlig oppmøte eller ved fullmakt). Forutsatt at vedtaket blir truffet med nødvendig flertall, må Selskapet sende søknad om Strykningen til Oslo Børs for godkjennelse. Man har ingen garanti for at søknaden om Strykning vil godkjennes av Oslo Børs, selv om vedtaket om Strykning blir truffet med nødvendig flertall på generalforsamlingen, men Selskapet vil samarbeide med Oslo Børs for å søke å få deres godkjennelse.
• 4.11. De øvrige vedtakene som er foreslått behandlet på generalforsamlingen, er ikke betinget av Strykningen. Følgelig, dersom vedtaket om Strykning ikke blir truffet med nødvendig flertall, eller dersom Oslo Børs, til tross for at vedtaket om Strykning blir truffet med nødvendig flertall, avslår Selskapets søknad om Strykning, vil de øvrige vedtakene fortsatt være gyldig vedtatt forutsatt at de blir vedtatt av med nødvendig flertall. Videre er ikke vedtaket om Strykning betinget av at de øvrige foreslåtte vedtakene vedtas på generalforsamlingen. Følgelig, vedtaket om Strykningen vil, dersom vedtatt med nødvendig flertall, være gyldig selv om noen eller alle de øvrige vedtakene ikke vedtas med nødvendig flertall.

Teksten i vedtaket om Strykningen er som følger:

DET VEDTAS, SOM ET SPESIELT VEDTAK, AT:

• 1. Wentworth Resources Limited ("Selskapet") er autorisert og gis herved fullmakt til å levere søknad til Oslo Børs i henhold til børsloven § 25, jf. Oslo Børs' løpende forpliktelser for noterte selskaper punkt 15.1 (4), jf. (1), om å stryke Selskapets ordinære aksjer (i form av registrerte eierrettigheter (depotbevis)) fra Oslo Børs.
• 1. Ethvert medlem av Selskapets ledelse eller styre er herved autorisert til å på vegne av Selskapet gjennomføre og sørge for gjennomføring, og til å levere eller sørge levering av, alle slike dokumenter, søknader, vedtekter, avtaler og instrumenter, og å gjennomføre eller sørge for gjennomføring av alle slike handlinger, som etter vedkommendes vurdering kan være nødvendige eller hensiktsmessige for at de foregående vedtak og saker skal få sin tilsiktede virkning, hvor en slik avgjørelse endelig bevises ved gjennomføring og levering av slikt dokument, avtale eller instrument eller gjennomføring av enhver slik handling.