THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOFUBISENSE GROUP PLC(Adopted by special resolution passed on
21 April 2011 conditional on and effectivefrom the date of the Company’s admission
to trading on the AIM market of the London
Stock Exchange)

Contents
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Exclusion of Model Articles and Table A.................................................................... 1
Definitions and interpretation ..................................................................................... 1
Liability of members limited ....................................................................................... 4
Change of name........................................................................................................ 4
Variation of rights ...................................................................................................... 4
Issue of further shares............................................................................................... 4
Rights attaching to shares ......................................................................................... 5
Redeemable shares .................................................................................................. 5
Payment of commission ............................................................................................ 5
Trusts not recognised ................................................................................................ 5
Number of holders..................................................................................................... 5
Shares in dematerialised form ................................................................................... 5
Application of articles................................................................................................. 6
Forfeiture, lien and other entitlements ....................................................................... 6
Issuer record of securities.......................................................................................... 7
Additional regulations ................................................................................................ 7
Right to share certificate............................................................................................ 8
Execution of share certificates................................................................................... 8
Replacement of share certificates.............................................................................. 9
Share certificates sent at holder's risk ....................................................................... 9Company's lien on share not fully paid ...................................................................... 9
Enforcing lien by sale ................................................................................................ 9
Giving effect to a sale .............................................................................................. 10
Application of proceeds of sale................................................................................ 10
Call.......................................................................................................................... 10
When a call is made ................................................................................................ 11
Liability of joint holders ............................................................................................ 11Interest due on non-payment................................................................................... 11
Sums payable treated as calls................................................................................. 11Power to differentiate............................................................................................... 11
Payment of calls in advance .................................................................................... 11
Notice if call is not paid............................................................................................ 12
Forfeiture on non-compliance with notice ................................................................ 12
Disposal of forfeited shares ..................................................................................... 12
Effect of forfeiture .................................................................................................... 12
Statutory declaration as to forfeiture ........................................................................ 13
Form of transfer....................................................................................................... 13
Refusal of registration of partly-paid shares............................................................. 13
Rights to refuse registration of certificated shares ................................................... 14
Notice of refusal ...................................................................................................... 14
No fee for registration .............................................................................................. 14
Retention of transfers .............................................................................................. 14
Renunciation deemed to be a transfer ..................................................................... 15
Transmission on death ............................................................................................ 15
Election of person entitled by transmission.............................................................. 15
Rights of person entitled by transmission ................................................................ 15Power to sell shares ................................................................................................ 16
Procedure on sale ................................................................................................... 17
Disclosure of interests ............................................................................................. 17
Fractions of shares.................................................................................................. 22
Annual general meeting........................................................................................... 22
Calling of general meeting ....................................................................................... 23

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Length of notice....................................................................................................... 23
Content of notice ..................................................................................................... 23
Omission or non receipt of notice ............................................................................ 23
Business transacted at a general meeting ............................................................... 24
Quorum ................................................................................................................... 24
Procedure if quorum not present ............................................................................. 24
Security arrangements ............................................................................................ 25
Chairman................................................................................................................. 25
Director's right to attend and speak ......................................................................... 25
Adjournment ............................................................................................................ 25
Meeting at more than one place .............................................................................. 26
Amendments to resolutions ..................................................................................... 27
Method of voting and demand for a poll................................................................... 27
Declaration by chairman.......................................................................................... 28
Withdrawal of demand for a poll .............................................................................. 28
Method of taking a poll ............................................................................................ 28
When poll is taken ................................................................................................... 28
Notice of poll............................................................................................................ 29
Votes of members ................................................................................................... 29
Joint holders............................................................................................................ 29
Votes on behalf of incapable members.................................................................... 30
No right to attend or vote where sums overdue ....................................................... 30
Objection of voters................................................................................................... 30
No obligation to verify proxy voting in accordance with instructions ......................... 30
Appointment of proxy............................................................................................... 31
Form of proxy .......................................................................................................... 31
Delivery of proxies ................................................................................................... 32
Multiple proxies ....................................................................................................... 33
Determination of proxy's authority ........................................................................... 33
Representatives of corporations .............................................................................. 33
Class meetings........................................................................................................ 34
Number of directors ................................................................................................. 34
Retirement of directors ............................................................................................ 35
Timing of vacation of office ...................................................................................... 35
Age of directors ....................................................................................................... 35
Persons eligible as director...................................................................................... 35
Power of the company to appoint directors.............................................................. 36
Power of board to appoint directors ......................................................................... 36
Power of removal by special resolution.................................................................... 36
Vacation of office..................................................................................................... 36
Appointment of alternate directors ........................................................................... 37
Termination of appointment ..................................................................................... 38
Effect of appointment............................................................................................... 38
Expenses and remuneration.................................................................................... 38
Alternate director to be officer.................................................................................. 39
Method of appointment and removal ....................................................................... 39
Appointee acting in more than one capacity ............................................................ 39
General powers of the company vested in board..................................................... 39
Local board ............................................................................................................. 39
Appointment of attorneys and agents ...................................................................... 40
Delegation of directors' powers................................................................................ 40
Borrowing powers.................................................................................................... 41
Appointment to executive offices ............................................................................. 41
Managing director/chief executive to be a director ................................................... 41
Other executive office not linked to directorship....................................................... 42

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Emoluments of executive directors .......................................................................... 42
Delegation to executive directors............................................................................. 42
Associate directors .................................................................................................. 42
Directors' fees ......................................................................................................... 43
Extra remuneration .................................................................................................. 43
Directors' expenses ................................................................................................. 43
Directors' gratuities and pensions ............................................................................ 43
Interests in proposed transactions to be disclosed .................................................. 44
Interests in actual transactions to be disclosed........................................................ 44
Issues relating to declarations of interests ............................................................... 44
When a declaration is not required .......................................................................... 45
Permitted interests................................................................................................... 45
Director may act in a professional capacity.............................................................. 46
Voting on matters where a director is interested ...................................................... 46
Quorum when a director is not entitled to vote......................................................... 47
Proposals may be considered separately ................................................................ 47
Chairman to decide whether a director may vote..................................................... 48
Authorisation of interests ......................................................................................... 48
Requirement for authorisation to be effective........................................................... 48
Conflicts arising out of authorised matter................................................................. 49
Directors may impose terms on authorisation .......................................................... 49
Examples of terms that may be imposed ................................................................. 49
Confidential information........................................................................................... 49
General duties ......................................................................................................... 50
Accountability for benefits........................................................................................ 50
Conflict of duties...................................................................................................... 50
Connected persons ................................................................................................. 50
Suspension or ratification by ordinary resolution...................................................... 50
Notice of board meetings......................................................................................... 51
Voting at board meetings......................................................................................... 51
Quorum at board meetings ...................................................................................... 51
Participation in meetings by telephone .................................................................... 51
Number of directors below quorum.......................................................................... 52
Chairman................................................................................................................. 52
Resolution in writing ................................................................................................ 52
Validity of acts ......................................................................................................... 52
Secretary................................................................................................................. 53
Minutes.................................................................................................................... 53
Use of seal .............................................................................................................. 53
Official seal.............................................................................................................. 54
Securities seal ......................................................................................................... 54
Affixing of securities seal ......................................................................................... 54
Declaration of dividends by the Company................................................................ 54
Calculation of dividends........................................................................................... 54
Board may pay interim and fixed dividends ............................................................. 55
Amounts due on shares may be deducted............................................................... 55
No interest on dividends .......................................................................................... 55
Record dates ........................................................................................................... 55
Payment to persons entitled by transmission........................................................... 56
Payment procedure ................................................................................................. 56
Uncashed dividends ................................................................................................ 57
Dividends other than in cash ................................................................................... 57
Scrip dividends ........................................................................................................ 58
Joint holders............................................................................................................ 59
Members have no rights to inspect records ............................................................. 60

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Delivery of accounts ................................................................................................ 60
Procedure................................................................................................................ 61
Profits which may be capitalised.............................................................................. 62
Form of notice ......................................................................................................... 62
Method of service .................................................................................................... 62
Members with overseas addresses ......................................................................... 63
Member present deemed to have notice.................................................................. 63
Service of notice on person entitled by transmission ............................................... 63
Untraced member not entitled to notices ................................................................. 64
When notice deemed served ................................................................................... 64
Notice when post not available ................................................................................ 65
Authentication of documents ................................................................................... 66
Destruction of documents ........................................................................................ 66
Provision for employees on cessation of business................................................... 67
Winding up .............................................................................................................. 67
Indemnity................................................................................................................. 68

PRELIMINARY
1

Exclusion of Model Articles and Table A

1.1

The regulations contained in the Model Articles of Association applicable to theCompany under or pursuant to the Act, or in Table A in the schedule to The
Companies (Tables A to F) Regulations 1985 (as amended) and in any Table A
applicable to the Company under any former enactment relating to companies shallnot apply to the Company except insofar as they are repeated or contained in thesearticles.

2

Definitions and interpretation

2.1

In these articles, if not inconsistent with the subject or context:“Act” means the Companies Act 2006;“Acts” means the Companies Acts (as defined in section 2 of the Act) insofar as they
apply to the Company;“address” includes a number or address used for the purposes of sending or
receiving notices, documents or information by electronic means but, in any othercase, shall not include any number or address used for such purpose;“Alternate Director” means an alternate director appointed in accordance with
Article 93;“Articles” means these Articles of Association as from time to time altered;“Auditors” means the auditors for the time being of the Company;“Board” means the Directors or any of them acting as the board of directors of theCompany;“calendar year” means a year from 1 January to 31 December inclusive;“clear days” means in relation to the period of a notice that period excluding the day
when the notice is given or deemed to be given and the day for which it is given or onwhich it is to take effect;“Company” means Ubisense Group plc;

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“connected with” in relation to a Director has the meaning given by section 252 to
255 of the Act;
“Directors” means the directors for the time being of the Company;“dividend” means dividend or bonus;“electronic form” has the meaning given to it in section 1168 of the Act;
“electronic means” has the meaning given to it in section 1168 of the Act;
“Executive Director” means a Director holding any office or employment orproviding any services as referred to in Article 105;
“Group” means the Company and all Subsidiary Undertakings for the time being;“hard copy form” and “hard copy” has the meaning given to it in section 1168 of theAct;“holder” means in relation to any share the member whose name is entered in theRegister as the holder of that share;“member” means a member of the Company;“Office” means the registered office of the Company;“Operator” means the operator as defined under the Regulations;“paid” means paid or credited as paid;“Register” means the register of members of the Company from time to time;“Regulations” means the Uncertificated Securities Regulations 2001 (SI 2001 No
3755);“Seal” means the common seal of the Company;“Secretary” means the secretary of the Company or any other person appointed by
the Board to perform the duties of the secretary of the Company including a joint,
assistant or deputy secretary;“Subsidiary Undertaking” means a subsidiary undertaking of the Company;

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“United Kingdom” means Great Britain and Northern Ireland;“in writing” means the representation or reproduction of words, symbols or otherinformation in a visible form by any method or combination of methods, whether
comprised in electronic form or otherwise, and “written” shall be construed
accordingly; and“year” means any period of 12 consecutive months.
2.2

Words denoting the masculine gender shall include the feminine and neuter genders;
words denoting the singular number shall include the plural number and vice versa;
words denoting persons shall include corporations and unincorporated associations.

2.3

Save as provided above any words or expressions defined in the Act or the
Regulations shall, if not inconsistent with the subject or context, bear the same
meaning.

2.4

All references to the Act, to any section or provision of the Act or to any other statuteor statutory provision or subordinate legislation shall be deemed to include areference to any statutory re-enactment or modification thereof for the time being inforce (whether coming into force before or after the adoption of these Articles).

2.5

References to a share (or a holding of a share) being in uncertificated form or incertificated form are references, respectively, to that share being an uncertificatedunit of a security or a certificated unit of a security.

2.6

Any reference to a meeting shall not be taken as requiring more than one person to
be present in person if any quorum requirement can be satisfied by one person.

2.7

Any reference to a signature or to something being signed includes in the case of acommunication in electronic form, to it being authenticated as specified in the Act.

2.8

Any reference to an "instrument" means, unless the contrary is stated, a written
document having tangible form and not comprised in an electronic form.

2.9

Subject to the Acts, a special resolution shall be effective for any purpose for which
an ordinary resolution is expressed to be required.

2.10

Headings to these Articles are inserted for convenience only and shall not affectconstruction.

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LIMITATION OF LIABILITY
3

Liability of members limited

3.1

The liability of the members of the Company is limited to the amount, if any, unpaid
on the shares held by them.
NAME

4

Change of name

4.1

The Company may change its name by resolution of the Board.
VARIATION OF RIGHTS

5

Variation of rights

5.1

Subject to the Acts, whenever the capital of the Company is divided into different
classes of shares, the rights attached to any class of shares in issue may (unlessotherwise provided by the terms of issue of the shares of that class) from time to time
be varied or abrogated, whether or not the Company is being wound up, either withthe consent in writing of the holders of three-fourths in nominal value of the issued
shares of the class (excluding any shares of that class held as treasury shares) orwith the sanction of a special resolution passed at a separate meeting of suchholders (but not otherwise).

6

Issue of further shares

6.1

The special rights conferred upon the holders of any shares or class of shares shall,unless otherwise provided by these Articles or the terms of issue of the sharesconcerned, be deemed to be varied by a reduction of capital paid up on those shares
but shall be deemed not to be varied by the creation or issue of further sharesranking pari passu with them or subsequent to them. The special rights conferred on
the holders of ordinary shares shall be deemed not to be varied by the creation or
issue of any further shares ranking in priority to them nor shall any consent or
sanction of the holders of ordinary shares be required under Article 5 to any variation
or abrogation effected by a resolution on which only the holders of ordinary sharesare entitled to vote.

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SHARES
7

Rights attaching to shares

7.1

Subject to the provisions of the Acts and without prejudice to any rights attached toany existing shares, any share may be issued with such rights or restrictions as theCompany may by ordinary resolution determine, or in the absence of suchdetermination, or so far as any such resolution does not make specific provision, as
the Board may determine.

8

Redeemable shares

8.1

Subject to the provisions of the Act, shares may be issued which are to be redeemedor are liable to be redeemed at the option of the Company or the holder on suchterms and in such manner as the Board may determine.

9

Payment of commission

9.1

In addition to all other powers of paying commissions, the Company may exercise
the powers of paying commissions conferred by the Acts. Subject to the provisionsof the Acts, any such commission may be satisfied by the payment of cash or by theallotment of fully or partly paid shares or partly in one way and partly in the other.

10

Trusts not recognised

10.1

Except as required by law, no person shall be recognised by the Company as holding
any share upon any trust and (except as otherwise provided by these Articles or bylaw) the Company shall not be bound to recognise any interest in any share except
the absolute right to the entirety of the share of the holder.

11

Number of holders

11.1

Shares may not be registered in the names of more than four persons jointly.
UNCERTIFICATED SHARES

12

Shares in dematerialised form

12.1

The Company may:
12.1.184214816v2

issue shares and other securities which do not have certificates;5

12.1.2

permit existing shares and other securities to be held without certificates;
and

12.1.3

permit any shares or other securities held without certificates to betransferred without an instrument of transfer,in each case in dematerialised form pursuant to the Regulations.
13

Application of articles

13.1

If the Company has any shares in issue which are in uncertificated form, these
Articles will continue to apply to such shares, but only insofar as they are consistentwith:
13.1.1holding those shares in uncertificated form;

13.1.2transferring ownership of those shares by using a relevant system;

13.1.3any of the provisions of the Regulations; and13.1.4any regulation laid down by the Board under Article 16,

and, without prejudice to the generality of this Article, no provision of these Articles
shall apply or have effect to the extent that it is in any respect inconsistent with themaintenance, keeping or entering up by the Operator, so long as that is permitted or
required by the Regulations, of an Operator register of securities in respect of thatclass of shares in uncertificated form.
14

Forfeiture, lien and other entitlements

14.1

Where any class of shares in the capital of the Company is a participating security
and the Company is entitled under any provisions of the Acts or the rules made andpractices instituted by the Operator or under these Articles to dispose of, forfeit,
enforce a lien or sell or otherwise procure the sale of any shares which are held in
uncertificated form, such entitlement (to the extent permitted by the Regulations andthe rules made and practices instituted by the Operator) shall include the right to:
14.1.1require the conversion of any shares held in uncertificated form which are
the subject of any exercise by the Company of any such entitlement into
certificated form to enable the Company to effect the disposal, sale ortransfer of such shares;

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14.1.2

direct the holder to take such steps, by instructions given by means of a
relevant system or otherwise, as may be necessary to sell or transfer suchshares;14.1.3

appoint any person to take such other steps, by instruction given bymeans of a relevant system or otherwise, in the name of the holder ofshares as may be required to effect the transfer of such shares and such
steps shall be as effective as if they had been taken by the holder of theshares concerned;

14.1.4transfer any shares which are the subject of any exercise by the Companyof any such entitlement by entering the name of the transferee in theRegister in respect of that share as a transferred share;

14.1.5otherwise rectify or change the Register in respect of that share in suchmanner as may be appropriate; and14.1.6take such other action as may be necessary to enable those shares to beregistered in the name of the person to whom the shares have been soldor disposed of or as directed by him.

15

Issuer record of securities

15.1

The Company shall be entitled to assume that the entries on any record of securities
maintained by it in accordance with the Regulations and regularly reconciled with therelevant Operator register of securities are a complete and accurate reproduction of
the particulars entered in the Operator register of securities and shall accordingly not
be liable in respect of any act or thing done or omitted to be done by or on behalf of
the Company in reliance upon such assumption; in particular, any provision of these
Articles which requires or envisages that action will be taken in reliance on
information contained in the Register shall be construed to permit that action to betaken in reliance on information contained in any relevant record of securities (as somaintained and reconciled).

16

Additional regulations

16.1

The Board may also lay down regulations which:84214816v2

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16.1.1

govern the issue, holding and transfer and, where appropriate, themechanics of conversion and redemption of shares held in uncertificatedform;

16.1.2govern the mechanics for payments involving the relevant system; and16.1.3make any other provisions which the Board considers are necessary toensure that these Articles are consistent with the Regulations, and withany rules or guidance of an Operator under the Regulations,and if stated expressly, such regulations will apply instead of other relevant
provisions in these Articles relating to certificates and the transfer, conversion andredemption of shares and other securities and any other provisions which are notconsistent with the Regulations.
SHARE CERTIFICATES
17

Right to share certificate

17.1

Every member (other than a person who is not entitled to a certificate under the Acts)
upon becoming the holder of any shares in certificated form shall be entitled without
payment to one certificate for all the shares of each class held by him in certificatedform and, upon transferring a part of the shares comprised in a certificate, to acertificate for the balance of such shares held in certificated form. Shares of different
classes may not be included in the same certificate. The Company shall not bebound to issue more than one certificate for shares held jointly by several persons
and delivery of a certificate to one joint holder shall be a sufficient delivery to all of
them.

18

Execution of share certificates

18.1

Share certificates of the Company (other than letters of allotment, scrip certificatesand other like documents) may, at the discretion of the Board (by resolution of theBoard) either generally or in any particular case or cases, be issued under the Sealor under any official seal kept by the Company by virtue of section 50 of the Act.
Whether or not share certificates are issued under a seal, the Board may by
resolution determine, either generally or in any particular case or cases, that any
signatures on any certificates for shares, stock or debenture or loan stock (except
where the trust deed constituting any stock or debenture or loan stock provides to thecontrary) or representing any other form of security of the Company need not be

84214816v2

8autographic but may be applied to the certificates by some mechanical means or
may be printed thereon or that such certificates need not be signed by any person.
Every share certificate shall specify the number and class of the shares to which it
relates and the amount paid up on such shares.
19

Replacement of share certificates

19.1

If a share certificate is worn out, defaced, lost, stolen or destroyed, it may berenewed without payment of any fee but on such terms (if any) as to evidence andindemnity with or without security and otherwise as the Board requires and, in thecase of a worn out or defaced certificate, on delivery up of that certificate. In thecase of loss, theft or destruction, the person to whom the new certificate is issued
may be required to pay to the Company any exceptional out of pocket expenses
incidental to the investigation of evidence of loss, theft or destruction and the
preparation of the requisite form of indemnity.

20

Share certificates sent at holder's risk

20.1

Every share certificate sent in accordance with these Articles will be sent out at therisk of the member or other person entitled to the certificate. The Company will not
be responsible for any share certificate lost or delayed in the course of delivery.
LIEN ON SHARES

21

Company's lien on share not fully paid

21.1

The Company shall have a first and paramount lien on every share (not being a fully
paid share) for all moneys (whether presently payable or not) payable at a fixed timeor called in respect of that share. The Board may at any time declare any share tobe wholly or in part exempt from the provisions of this Article. The Company's lien ona share shall extend to any amount payable in respect of it and to any share or
security issued in right of it.

22

Enforcing lien by sale

22.1

The Company may sell in such manner as the Board determines any share on which
the Company has a lien if the sum in respect of which the lien exists is presently
payable and is not paid within 14 clear days after notice has been given to the holderof the share or to the person entitled to it in consequence of the death or bankruptcy

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of the holder or otherwise by operation of law, demanding payment and stating that if
the notice is not complied with the shares may be sold.
23

Giving effect to a sale23.1

To give effect to a sale the Board may authorise some person to execute an
instrument of transfer or otherwise effect the transfer of the shares sold to, or inaccordance with the directions of, the purchaser. The purchaser shall not be boundto see to the application of the purchase moneys and the title of the transferee to theshares shall not be affected by any irregularity in or invalidity of the proceedings
relating to the sale.

24

Application of proceeds of sale

24.1

The net proceeds of the sale, after payment of the costs of sale, shall be applied in or
towards payment of so much of the sum for which the lien exists as is presently
payable, and any residue shall (upon surrender to the Company for cancellation of
the certificate, if any, for the shares sold and subject to a like lien for any moneys notpresently payable as existed upon the shares before the sale) be paid to the person
entitled to the shares at the date of the sale.
CALLS ON SHARES

25

Call

25.1

Subject to the terms of allotment, the Board may make calls upon the members in
respect of any moneys unpaid on their shares (whether in respect of nominal value or
premium) and each member shall (subject to at least 14 clear days' notice having
been given specifying when and where payment is to be made) pay to the Company
as required by the notice the amount called on his shares. A call may be required tobe paid by instalments. A call may, before receipt by the Company of any sum due
thereunder, be revoked in whole or part and payment of a call may be postponed inwhole or part. A person upon whom a call is made shall remain liable jointly andseverally with the successors in title to his shares for calls made upon him
notwithstanding the subsequent transfer of the shares in respect of which the call
was made.

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26

When a call is made26.1

A call shall be deemed to have been made at the time when the resolution of theBoard authorising the call was passed.

27

Liability of joint holders

27.1

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

28

Interest due on non-payment

28.1

If a call remains unpaid after it has become due and payable the person from whom
the sum is due and payable shall pay interest on the amount unpaid from the day it
became due and payable until it is paid at the rate fixed by the terms of allotment of
the share or in the notice of the call or, if no rate is fixed, at the appropriate rate, but
the Board may waive payment of the interest wholly or in part.

29

Sums payable treated as calls

29.1

An amount payable in respect of a share on allotment or at any fixed date, whether inrespect of nominal value or premium or as an instalment of a call, shall be deemed to
be a call and if it is not paid the provisions of these Articles shall apply as if thatamount had become due and payable by virtue of a call.

30

Power to differentiate

30.1

Subject to the terms of allotment, the Board may make arrangements on the issue ofshares for a difference between the holders in the amounts and times of payment ofcalls on their shares.

31

Payment of calls in advance

31.1

The Board may, if it thinks fit, receive from any member willing to advance it all or
any part of the moneys uncalled and unpaid upon any shares held by him, and may
pay upon all or any of the moneys so advanced (until the same would but for such
advance become presently payable) interest at the appropriate rate or at such otherrate as may be agreed between the Board and such member, subject to any
directions of the Company in general meeting.

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FORFEITURE AND SURRENDER OF SHARES
32

Notice if call is not paid

32.1

If a call remains unpaid after it has become due and payable the Board may give tothe person from whom it is due not less than 14 clear days' notice requiring paymentof 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 nonpayment. The notice shall name the place where payment is to be made and shallstate that if the notice is not complied with the shares in respect of which the call was
made will be liable to be forfeited.

33

Forfeiture on non-compliance with notice

33.1

If the notice is not complied with any share in respect of which it was given may,before the payment required by the notice has been made, be forfeited by aresolution of the Board and the forfeiture shall include all dividends or other moneys
payable in respect of the forfeited share and not paid before the forfeiture. The
Board may accept upon such terms and conditions as may be agreed a surrender ofany share liable to be forfeited and, subject to such terms and conditions, asurrendered share shall be treated as if it had been forfeited.

34

Disposal of forfeited shares

34.1

Subject to the provisions of the Acts, a forfeited share may be sold, re-allotted orotherwise disposed of on such terms and in such manner as the Board determines
either to the person who was before the forfeiture the holder or to any other person
and at any time before sale, re-allotment or other disposition the forfeiture may becancelled on such terms as the Board thinks fit. Where for the purposes of its
disposal a forfeited share is to be transferred to any person the Board may authorisesome person to execute an instrument of transfer or otherwise effect the transfer ofthe share to that person.

35

Effect of forfeiture

35.1

A person any of whose shares have been forfeited shall cease to be a member inrespect of them and shall surrender to the Company for cancellation the certificate, ifany, for the shares forfeited but shall remain liable to the Company for all moneys
which at the date of forfeiture were presently payable by him to the Company inrespect of those shares with interest at the rate at which interest was payable on

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12those moneys before the forfeiture or, if no interest was so payable, at theappropriate rate from the date of the forfeiture until payment but the Board may waive
payment wholly or in part or enforce payment without any allowance for the value ofthe shares at the time of forfeiture or for any consideration received on their disposal.
36

Statutory declaration as to forfeiture

36.1

A statutory declaration by a Director or the Secretary that a share has been forfeitedor sold to satisfy a lien of the Company on a specified date shall be conclusive
evidence of the facts stated in it as against all persons claiming to be entitled to theshare and the declaration shall (subject to the execution of an instrument of transfer ifnecessary) constitute a good title to the share and the person to whom the share isdisposed of shall not be bound to see to the application of the consideration, if any,
nor shall his title to the share be affected by any irregularity in or invalidity of theproceedings relating to the forfeiture, sale or disposal of the share.
TRANSFER OF SHARES

37

Form of transfer

37.1

A share held in certificated form may be transferred by an instrument of transfer in
any usual form or in any other form which the Board may approve, which shall be
executed by or on behalf of the transferor and, unless the share is fully paid, by or on
behalf of the transferee. A share held in uncertificated form may be transferred bymeans of a relevant system. The transferor shall be deemed to remain the holder ofthe share until the transferee is entered on the Register as its holder.

38

Refusal of registration of partly-paid shares

38.1

The Board may, in the case of shares held in certificated form, in its absolute
discretion refuse to register the transfer of a share which is not fully paid and may
specify the grounds upon which such registration is refused provided that, where any
such shares are admitted to AIM, an exchange regulated market operated by the
London Stock Exchange plc, such discretion may not be exercised in such a way as
to prevent dealings in the shares of that class from taking place on an open andproper basis.

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39

Rights to refuse registration of certificated shares

39.1

The Board may also refuse to register a transfer of shares held in certificated form
unless the instrument of transfer is:
39.1.1duly stamped or duly certified or otherwise shown to the satisfaction of theBoard to be exempt from stamp duty, lodged at the Office or at such otherplace as the Board may appoint and (save in the case of a transfer by aperson to whom no certificate was issued in respect of the shares inquestion) accompanied by the certificate for the shares 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 and, if the instrument oftransfer is executed by some other person on his behalf, the authority ofthat person so to do;

39.1.2in respect of only one class of shares; and39.1.3in favour of not more than four transferees.

40

Notice of refusal

40.1

If the Board refuses to register a transfer of shares held in certificated form, it shall assoon as practicable and in any event within two months after the date on which thetransfer was lodged with the Company, send to the transferee notice of the refusal
together with its reasons for the refusal.

41

No fee for registration

41.1

No fee shall be charged for the registration of any instrument of transfer or otherdocument relating to or affecting the title to any share or for making any entry in theRegister affecting the title to any share.

42

Retention of transfers

42.1

The Company shall be entitled to retain any instrument of transfer which isregistered, but any instrument of transfer which the Board refuses to register shall be
returned to the person lodging it when notice of the refusal is given.

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43

Renunciation deemed to be a transfer

43.1

For all purposes of these Articles relating to the registration of transfers of shares, therenunciation of the allotment of any shares by the allottee in favour of some otherperson shall be deemed to be a transfer and the Board shall have the same powersof refusing to give effect to such a renunciation as if it were a transfer.
TRANSMISSION OF SHARES

44

Transmission on death

44.1

If a member dies, the survivor or survivors where he was a joint holder, and his
personal representatives 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 title tohis interest; but nothing contained in these Articles shall release the estate of a
deceased member from any liability in respect of any share which had been held
(whether solely or jointly) by him.

45

Election of person entitled by transmission

45.1

A person becoming entitled to a share in consequence of the death or bankruptcy ofa member or otherwise by operation of law may, upon such evidence being produced
as the Board may properly require and subject as subsequently provided in these
Articles, elect either to become the holder of the share or to have some person
nominated by him registered as the transferee. If he elects to become the holder heshall give notice to the Company to that effect. If he elects to have another person
registered he shall, if the share is held in certificated form, execute an instrument oftransfer of the share to that person or, if the share is held in uncertificated form,
transfer the share to that person by way of a relevant system. All the provisions ofthese Articles relating to the transfer and the registration of transfers of shares(including any right to refuse to register any transfer) shall apply to the notice ortransfer as if it were a transfer by the member and the death or bankruptcy of themember or other event giving rise to the entitlement had not occurred.

46

Rights of person entitled by transmission

46.1

Subject to any other provisions of these Articles, a person becoming entitled to ashare in consequence of the death or bankruptcy of a member or otherwise by
operation of law shall have the rights to which he would be entitled if he were theholder of the share, except that he shall not, before being registered as the holder of

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15

the share, be entitled in respect of it to receive notice of or to attend or vote at any
meeting of the Company or at any separate meeting of the holders of any class ofshares in the Company. The Board may at any time give notice requiring any such
person to elect either to be registered himself or to transfer the share and if the notice
is not complied with within 60 days the Board may thereafter withhold payment of all
dividends or other moneys payable in respect of the share until the requirements of
the notice have been complied with.
UNTRACEABLE SHAREHOLDERS
47

Power to sell shares

47.1

The Company shall be entitled to sell, at the best price reasonably obtainable, any
shares of a member or the shares to which a person is entitled by virtue oftransmission on death or bankruptcy or otherwise by operation of law if and provided
that:
47.1.1for a period of twelve years, no cash dividend payable in respect of theshares has been claimed, no cheque or warrant sent by the Company
through the post in a pre-paid envelope addressed to the member or to
the person entitled to the shares at his address on the Register or (ifdifferent) the last known address given by the member or the person soentitled to which cheques and warrants are to be sent has been paid,each attempt to make a payment in respect of the shares by means ofbank transfer or other method for the payment of dividends or othermoneys in respect of shares has failed and no communication has been
received by the Company from the member or the person so entitled (inhis capacity as member or person entitled);

47.1.2in such period of twelve years at least three dividends (whether interim or
final) have become payable on the shares;

47.1.3the Company has at the expiration of the said period of twelve years byadvertisement in both a national newspaper and in a newspaper
circulating in the area in which the address referred to in Article 47.1.1 islocated given notice of its intention to sell such shares; and84214816v2

16

47.1.4

during the period of three months following the publication of the said
advertisements the Company has received no communication in respectof such share from such member or person entitled.

47.2

If at any time during or after the said period of twelve years further shares have been
issued in right of those held at the commencement of that period or of any issued inright during that period and, since the date of issue, the requirements of Articles
47.1.1 to 47.1.4 have been satisfied in respect of such further shares, the Company
may also sell the further shares.

48

Procedure on sale48.1

To give effect to a sale pursuant to the preceding Article the Board may authorisesome person to execute an instrument of transfer or otherwise effect the transfer ofthe shares to be sold.

If the shares concerned are in uncertificated form, in

accordance with the Regulations, the Company may issue a written notification to the
Operator requiring conversion of the shares into certificated form. The purchaser
shall not be bound to see to the application of the purchase moneys and the title ofthe transferee to the shares shall not be affected by any irregularity in or invalidity ofthe proceedings relating to the sale. The net proceeds of sale shall belong to theCompany which shall be obliged to account to the former member or other person
previously entitled to the shares for an amount equal to the net proceeds, which shallbe a debt of the Company, and shall enter the name of such former member or otherperson in the books of the Company as a creditor for such amount. No trust shall becreated and no interest shall be payable in respect of the debt, and the Company
shall not be required to account for any money earned on the net proceeds, which
may be employed in the business of the Company or invested in such investments
for the benefit of the Company as the Board may from time to time determine.
DISCLOSURE OF INTERESTS
49

Disclosure of interests

49.1

For the purposes of this Article, unless the context otherwise requires:
49.1.1"disclosure notice" means a notice issued by or on behalf of theCompany requiring disclosure of interests in shares pursuant to section
793 and sections 821 to 825 of the Act;

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17

49.1.2“specified shares" means all or, as the case may be, some of the shares
specified in a disclosure notice;

49.1.3"restrictions" means one or more, as the case may be, of the restrictions
referred to in Article 49.3;

49.1.4"restriction notice" means a notice issued by or on behalf of theCompany stating, or substantially to the effect, that (until such time as theBoard determines otherwise pursuant to Article 49.4) the specified sharesreferred to therein shall be subject to one or more of the restrictions statedtherein;49.1.5"restricted shares" means all or, as the case may be, some of thespecified shares referred to in a restriction notice;

49.1.6a person other than the member holding a share shall be treated as
appearing to be interested in that share if:(i)the member has informed the Company, whether under any
statutory provision relating to disclosure of interests or otherwise,that the person is, or may be, or has been at any time during thethree years immediately preceding the date upon which thedisclosure notice is issued, so interested; or(ii)

the Board (after taking account of any information obtained fromthe member or, pursuant to a disclosure notice, from any otherperson) knows or has reasonable cause to believe that the person
is, or may be, or has been at any time during the three years
immediately preceding the date upon which the disclosure notice
is issued, so interested; or(iii)

in response to a disclosure notice, the member or any otherperson appearing to be so interested has failed to establish theidentities of all those who are so interested and (after taking into
account the response and any other relevant information) the
Board has reasonable cause to believe that such person is or may
be so interested;

49.1.7"connected" shall have the meaning given to it in sections 1122 and 1123
of the Corporation Tax Act 2010;

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18

49.1.8"interested" shall be construed as it is for the purpose of section 793 andsections 821 to 825 of the Act;49.1.9"recognised investment exchange" shall have the same meaning as in
the Financial Services and Markets Act 2000; and49.1.10for the purposes of Articles 49.2.2 and 49.4 the Company shall not betreated as having received the information required by the disclosure
notice in accordance with the terms of such disclosure notice incircumstances where the Board knows or has reasonable cause tobelieve that the information provided is false or materially incorrect.

49.2

Notwithstanding anything in these Articles to the contrary, if:49.2.1a disclosure notice has been served on a member or any other person
appearing to be interested in the specified shares; and49.2.2

the Company has not received (in accordance with the terms of suchdisclosure notice) the information required therein in respect of any of thespecified shares within 14 days after the service of such disclosure notice,then the Board may (subject to Article 49.7) determine that the member holding thespecified shares shall, upon the issue of a restriction notice referring to thosespecified shares in respect of which information has not been received, be subject tothe restrictions referred to in such restriction notice, and upon the issue of such
restriction notice such member shall be so subject. As soon as practicable after theissue of a restriction notice the Company shall serve a copy of the notice on themember holding the specified shares.
49.3

The restrictions which the Board may determine shall apply to restricted sharespursuant to this Article shall be one or more, as determined by the Board, of thefollowing:
49.3.1that the member holding the restricted shares shall not be entitled, inrespect of the restricted shares, to attend or be counted in the quorum orvote either personally or by proxy at any general meeting or at any
separate meeting of the holders of any class of shares or upon any poll or
to exercise any other right or privilege in relation to any general meetingor any meeting of the holders of any class of shares;

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19

49.3.2

that no transfer of the restricted shares shall be effective or shall be
registered by the Company, provided that where the restricted shares areheld in uncertificated form registration of a transfer may only be refused if
permitted by the Regulations; and49.3.3that no dividend (or other moneys payable) shall be paid in respect of therestricted shares and that, in circumstances where an offer of the right toelect to receive shares instead of cash in respect of any dividend is or has
been made, any election made thereunder in respect of such specified
shares shall not be effective.

49.4

The Board may determine that one or more of the restrictions imposed on restricted
shares shall cease to apply at any time. If the Company receives, in accordance withthe terms of the relevant disclosure notice, the information required therein in respectof the restricted shares, all restrictions imposed on the restricted shares shall cease
to apply seven days after receipt of the information. In addition, in the event that theCompany receives notice of a transfer in respect of all or any restricted shares, which
would otherwise be given effect to, pursuant to a sale:
49.4.1

on a recognised investment exchange; or

49.4.2on any stock exchange outside the United Kingdom on which theCompany's shares are normally dealt; or

49.4.3on the acceptance of a takeover offer (as defined in sections 974 to 976
and 991 of the Act) for the shares of the class of which such restricted
shares form part,to a party not connected with the member holding such restricted shares or with anyother person appearing to be interested in such restricted shares, then all the
restrictions imposed on such restricted shares shall cease to apply with effect fromthe date on which any such notice as aforesaid is received by the Company provided
always that if, within ten days after such receipt, the Board decides that it hasreasonable cause to believe that the change in the registered holder of such
restricted shares would not be as a result of an arm's length sale resulting in amaterial change in the beneficial interests in such restricted shares, the restrictions
imposed on the restricted shares shall continue to apply.

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20

49.5

Where the Board makes a decision pursuant to the proviso to Article 49.4, theCompany shall notify the purported transferee of such decision as soon aspracticable and any person may make representations in writing to the Board
concerning any such decision. The Company shall not be liable to any person as aresult of having imposed restrictions or deciding that such restrictions shall continue
to apply if the Board acted in good faith.

49.6

Where dividends or other moneys are not paid as a result of restrictions having been
imposed on restricted shares, such dividends or other moneys shall accrue and,upon the relevant restriction ceasing to apply, shall be payable (without interest) tothe person who would have been entitled had the restriction not been imposed.

49.7

Where the aggregate number of shares of the same class as the specified shares inwhich any person appearing to be interested in the restricted shares (together withpersons connected with him) appears to be interested represents less than 0.25 percent. (in nominal value) of the shares of that class in issue (excluding any shares ofthat class held as treasury shares) at the time of service of the disclosure notice inrespect of such specified shares only the restriction referred to in Article 49.3.1 may
be determined by the Board to apply.

49.8

Shares issued in right of restricted shares shall on issue become subject to the same
restrictions whilst held by that member as the restricted shares in right of which they
are issued.

For this purpose, shares which are allotted or offered or for whichapplications are invited (whether by the Company or otherwise) pro rata (or pro rata
ignoring fractional entitlements and shares not allocated to certain members byreason of legal or practical problems associated with offering shares outside theUnited Kingdom) shall be treated as shares issued in right of restricted shares.
49.9

The Board shall at all times have the right, at its discretion, to suspend, in whole or inpart, any restriction notice given pursuant to this Article either permanently or for any
given period and to pay to a trustee any dividend payable in respect of any restricted
shares or in respect of any shares issued in right of restricted shares. Notice of any
suspension, specifying the sanctions suspended and the period of suspension, shallbe given to the relevant holder in writing within seven days after any decision to
implement such a suspension.

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21

49.10 The limitations on the powers of the Board to impose and retain restrictions under
this Article are without prejudice to the Company's power to apply to the court
pursuant to the Acts to apply these or any other restrictions on any conditions.
FRACTIONAL SHARES
50

Fractions of shares

50.1

Upon any consolidation of shares into shares of larger amount, the Board may settle
any difficulty which may arise with regard to such consolidation and in particular may,
as between the holders of shares so consolidated, determine which shares areconsolidated into each consolidated share and, in the case of any shares registeredin the name of one member being consolidated with shares registered in the name ofanother member, the Board may make such arrangements for the allotment,
acceptance and/or sale of shares representing fractional entitlements to theconsolidated share or for the sale of the consolidated share and may sell thefractions or the consolidated share either upon the market or otherwise to such
person at such time and at such price as it may think fit. For the purposes of giving
effect to any such sale the Board may authorise some person to execute an
instrument of transfer of the shares or fractions sold to, or in accordance with thedirections of, the purchaser.

The purchaser shall not be bound to see to theapplication of the purchase moneys nor shall his title to such shares be affected byany irregularity in or invalidity of the proceedings relating to the sale. The Board shall
distribute the net proceeds of sale among such members rateably in accordance with
their rights and interests in the consolidated share or the fractions provided that theBoard shall have power when making such arrangements to determine that nomember shall be entitled to receive such net proceeds of sale unless his entitlement
exceeds such amount as the Board shall determine (not exceeding £5 per holding)and if the Board exercises such power the net proceeds of sale not distributed tomembers as a result shall belong absolutely to the Company.
GENERAL MEETINGS
51

Annual general meeting

51.1

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

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52

Calling of general meeting

52.1

The Board may call general meetings and, on the requisition of members pursuant to
the provisions of the Acts, shall forthwith convene a general meeting. If there are notsufficient Directors capable of acting to call a general meeting, any Director may calla general meeting. If there is no Director able to act, any two members may call ageneral meeting for the purpose of appointing Directors.
NOTICE OF GENERAL MEETINGS

53

Length of notice

53.1

Unless consent to short notice is obtained in accordance with the provisions of theAct, an annual general meeting shall be called by at least 21 clear days' notice.
Every other general meeting shall, subject to the provisions of the Act, be called by atleast 14 clear days' notice. Subject to the provisions of these Articles and to any
restrictions imposed on any shares, every notice of meeting shall be given to all themembers, all other persons who are at the date of the notice entitled to receive
notices from the Company and to the Directors and Auditors.

54

Content of notice

54.1

Every notice of meeting shall specify the place, the day and the time of the meetingand the general nature of the business to be transacted and, in the case of an annual
general meeting, shall specify the meeting as such. Every notice calling a meetingfor the passing of a special resolution shall specify the intention to propose theresolution as a special resolution and the terms of the resolution. Every notice ofmeeting shall state with reasonable prominence that a member entitled to attend andvote is entitled to appoint one or more proxies to attend and vote instead of him andthat a proxy need not be a member.

55

Omission or non receipt of notice

55.1

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

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23

PROCEEDINGS AT GENERAL MEETINGS
56

Business transacted at a general meeting

56.1

All business that is transacted at an annual general meeting shall be deemed special
with the exception of:
56.1.1the laying, consideration and/or approval of the reports of the Directors
and Auditors, the annual accounts and any other documents required toaccompany or to be annexed to them;

56.1.2the sanction and declaration of dividends;

56.1.3the election and re-election of Directors to fill vacancies caused by
Directors retiring under these Articles; and56.1.4the appointment of auditors where special notice of such appointment is
not required by the Act and the fixing or determination of the manner offixing of their remuneration.

57

Quorum57.1

No business shall be transacted at any general meeting unless a quorum is present
when the meeting proceeds to business.

The absence of a quorum shall notpreclude the appointment of a chairman in accordance with the provisions of these
Articles, which shall not be treated as part of the business of the meeting. Twomembers present in person or by proxy and entitled to vote upon the business to betransacted at the meeting shall be a quorum.
58

Procedure if quorum not present

58.1

If a quorum is not present within 15 minutes (or such longer time not exceeding one
hour as the Chairman may decide to wait) from the time appointed for the meeting,the meeting, if convened on the requisition of or by the members shall be dissolved.
In any other case, the meeting shall stand adjourned to such time, date and place as
the Directors may, subject to the provisions of the Acts, determine.

If at theadjourned meeting a quorum is not present within 15 minutes after the time
appointed for the holding of the meeting, the meeting shall be dissolved.

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59

Security arrangements

59.1

The Board may make any security arrangements which it considers appropriate
relating to the holding of a general meeting of the Company including, without
limitation, requirements for evidence of identity to be produced by those attending themeeting, arranging for any person attending a meeting to be searched and for itemsof personal property which may be taken into a meeting to be restricted. A Director
or the Secretary may:
59.1.1

refuse entry to a meeting to any person who refuses to comply with any
such arrangements; and59.1.2

eject from a meeting any person who causes the proceedings to become
disorderly.

60

Chairman

60.1

The chairman (if any) of the Board or in his absence the deputy chairman (if any)
shall preside as chairman at every general meeting of the Company. If there is nosuch chairman or deputy chairman present and willing to act as chairman at any
meeting within five minutes after the time appointed for holding the meeting the
Directors present shall choose one of their number to be chairman and, if there is
only one Director present and willing to act, he shall be chairman. If no Director iswilling to act as chairman, or if no Director is present within five minutes after the time
appointed for holding the meeting, the members present in person or by proxy andentitled to vote shall choose one of their number to be chairman of the meeting.

61

Director's right to attend and speak

61.1

A Director shall be entitled to attend and speak at any general meeting and at any
separate meeting of the holders of any class of shares in the Company,
notwithstanding that he is not a member, or not a holder of the class of shares inquestion.

62

Adjournment

62.1

The chairman of a meeting at which a quorum is present may, with the consent of themeeting (and shall if so directed by the meeting), adjourn the meeting from time totime and from place to place and, if it appears to the chairman that it is likely to be
impracticable to hold or continue the meeting, because the number of persons

84214816v2

25

attending or wishing to attend cannot be conveniently accommodated in the place
appointed for the meeting, or the unruly conduct of persons attending the meeting
prevents or is likely to prevent the continuation of the business of the meeting, he
may adjourn the meeting to another time and place without the consent of themeeting.

No business shall be transacted at any adjourned meeting other thanbusiness which might properly have been transacted at the meeting had the
adjournment not taken place. When a meeting is adjourned for 30 days or more(otherwise than due to the absence of a quorum) or without a time and place for the
adjourned meeting being fixed, at least seven clear days' notice of the adjourned
meeting shall be given in the same manner as in the case of the original meeting.
Otherwise it shall not be necessary to give any such notice.
63

Meeting at more than one place

63.1

A general meeting may be held at more than one place if:
63.1.1the notice convening the meeting specifies that it shall be held at morethan one place; or

63.1.2the Board resolves, after the notice convening the meeting has been
given, that the meeting shall be held at more than one place; or

63.1.3

it appears to the chairman of the meeting that the place of the meeting
specified in the notice convening the meeting is inadequate toaccommodate all persons entitled and wishing to attend.

63.2

A general meeting held at more than one place is duly constituted and its
proceedings are valid if (in addition to the other provisions of these Articles relating to
general meetings) the chairman of the meeting is satisfied that there are adequate
facilities to enable each person present at each place to participate in the businessfor which the meeting has been convened, hear and see all persons present who
speak,

whether

by

the

use

of

microphones,

loudspeakers,

audio-visualcommunications equipment or otherwise (whether in use when these Articles are
adopted or developed subsequently) and have access to all documents which arerequired by the Acts and these Articles to be made available at the meeting. Each
person present at each place in person or by proxy and entitled to vote shall becounted in the quorum for, and shall be entitled to vote at, the meeting. The meetingis deemed to take place at the place at which the chairman of the meeting is present.

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64

Amendments to resolutions

64.1

No amendment or proposed amendment to a resolution shall be considered or voted
upon by the members at any general meeting or adjourned general meeting unless:64.1.1in the case of a resolution duly proposed as a special resolution it is amere clerical amendment to correct a patent error; or

64.1.2in the case of a resolution duly proposed as an ordinary resolution either
the Company shall have received written notice of the amendment or
proposed amendment and of the intention of the proposer to attend andpropose it at least 48 hours before the time fixed for the general meetingor the chairman of the meeting in his absolute discretion shall decide thatthe amendment or amended resolution should be considered and put tothe vote.

64.2

With the consent of the chairman, an amendment may be withdrawn by its proposer
before it is put to the vote. If the chairman of the meeting in good faith rules anamendment to a resolution out of order, the proceedings on the substantive
resolution shall not be invalidated by any error in such ruling.

65

Method of voting and demand for a poll

65.1

At any general meeting a resolution put to the vote of the meeting shall be decided
on a show of hands unless before, or on the declaration of the result of, the show ofhands, or on the withdrawal of any other demand for a poll, a poll is demanded by:
65.1.1the chairman of the meeting; or65.1.2at least three members present in person or by proxy having the right tovote at the meeting; or65.1.3a member or members present in person or by proxy and representing notless than one tenth of the total voting rights of all the members having theright to vote at the meeting (excluding any voting rights attached to any
shares held as treasury shares); or

65.1.4a member or members present in person or by proxy holding shares in the
Company conferring a right to vote at the meeting, being shares on whichan aggregate sum has been paid up equal to not less than one-tenth of

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27

the total sum paid up on all the shares conferring that right (excluding any
shares conferring a right to vote at the meeting which are held as treasury
shares); or
65.1.5any member, present in person or by proxy, in the case of a resolution toconfer, vary, revoke or renew authority or approval for an off-market
purchase by the Company of its own shares, and a demand by a person
as proxy for a member shall be the same as a demand by the member.

66

Declaration by chairman

66.1

Unless a poll is duly demanded and the demand is not withdrawn, a declaration by
the chairman of the meeting that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost, or not carried by a particular majority
and an entry to that effect in the minutes of the meeting shall be conclusive evidenceof the fact without proof of the number or proportion of the votes recorded in favour ofor against the resolution.

67

Withdrawal of demand for a poll

67.1

The demand for a poll may, before the poll is taken, be withdrawn but only with theconsent of the chairman of the meeting and a demand so withdrawn shall not betaken to have invalidated the result of a show of hands declared before the demand
was made.

68

Method of taking a poll

68.1

A poll shall be taken as the chairman of the meeting directs and he may appoint
scrutineers (who need not be members) and fix a time and place for declaring theresult of the poll. The result of the poll shall be deemed to be the resolution of themeeting at which the poll was demanded.

69

When poll is taken

69.1

A poll demanded on the election of a chairman of the meeting or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question shallbe taken either forthwith or at such time and place as the chairman directs not being
more than 30 days after the poll is demanded. The demand for a poll (other than on
the election of a chairman of the meeting or on a question of adjournment) shall notprevent the continuance of a meeting for the transaction of any business other than84214816v2

28

the question on which the poll has been demanded. If a poll is demanded before thedeclaration of the result of a show of hands and the demand is duly withdrawn, themeeting shall continue as if the demand had not been made.
70

Notice of poll

70.1

No notice need be given of a poll not taken forthwith if the time and place at which it
is to be taken are announced at the meeting at which it is demanded. In any othercase, at least seven clear days' notice shall be given specifying the time and place atwhich the poll is to be taken.
VOTES OF MEMBERS

71

Votes of members

71.1

Subject to any rights or restrictions attached to shares, and to Article 71.2, on a voteon a resolution on a show of hands at a meeting, every proxy present who has been
duly appointed by one or more members entitled to vote on the resolution has one
vote.

71.2

Subject to any rights or restrictions attached to shares, on a vote on a resolution on ashow of hands at a meeting, a proxy has one vote for and one vote against theresolution if:
71.2.1the proxy has been duly appointed by more than one member entitled tovote on the resolution; and71.2.2the proxy has been instructed by one or more of those members to votefor the resolution and by one or more other of those members to voteagainst it.

72

Joint holders

72.1

In the case of joint holders, the vote of the senior who tenders a vote, whether inperson or by proxy, shall be accepted to the exclusion of the votes of the other joint
holders; and for this purpose seniority shall be determined by the order in which thenames of the holders stand in the Register in respect of the joint holding.

84214816v2

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73

Votes on behalf of incapable members

73.1

A member in respect of whom an order has been made by any court having
jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, and otherwise
exercise all his rights as a member by his receiver or other person authorised in thatbehalf appointed by that court, and any such receiver or other person may, on a poll,vote by proxy. Evidence to the satisfaction of the Board of the authority of the person
claiming to exercise the right to vote or act shall be deposited at the Office, or at suchother place as is specified in accordance with these Articles for the deposit of
instruments of proxy, not less than 48 hours before the time appointed for holding themeeting or adjourned meeting at which the right to vote is to be exercised, or, in thecase of a poll, at least 48 hours before the time appointed for the taking of the polland, in default, the right to vote shall not be exercisable.

74

No right to attend or vote where sums overdue

74.1

Unless the Board otherwise determines, no member shall attend or vote at any
general meeting or at any separate meeting of the holders of any class of shares in
the Company or upon a poll, either in person or by proxy, in respect of any shareheld by him, or exercise any other right or privilege conferred by membership in
relation to any such meeting or poll, unless all moneys presently payable by him in
respect of that share have been paid.

75

Objection of voters

75.1

No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting or poll at which the vote objected to is tendered, and every votenot disallowed at the meeting or poll shall be valid. Any objection made in due timeshall be referred to the chairman of the meeting whose decision shall be final andconclusive.

76

No obligation to verify proxy voting in accordance with instructions

76.1

The Company is not obliged to verify whether a proxy or corporate representativehas voted in accordance with the instructions given by the member by whom theproxy or corporate representative is instructed. Any vote (whether given on a showof hands or a on poll) is not invalidated if a proxy or corporate representative does
not vote in accordance with their instructions.

84214816v2

30

PROXIES
77

Appointment of proxy

77.1

All votes may be given either personally or by proxy. A member may appoint morethan one proxy to attend on the same occasion provided that each proxy is appointed
to exercise the rights attached to a different share or shares held by that member anda person entitled to more than one vote need not use all his votes or cast all the
votes he uses in the same way. A person appointed to act as a proxy need not be amember of the Company.

78

Form of proxy

78.1

The appointment of a proxy shall be in any common form or in any other form which
the Board shall approve and may:
78.1.1

be in hard copy form executed by or on behalf of the appointor or, if theappointor is a corporation, under the hand of a duly authorised officer or
attorney; or

78.1.2where an address has been specified for such purpose as set out in thefollowing Article, be in electronic form, subject to such terms andconditions, including as to execution, as the Board may from time to timeprescribe.

78.2

In respect of any general meeting the Board may, if it thinks fit, but subject to theActs, at the Company's expense send instruments of proxy in hard copy form for use
at the meeting and issue invitations in electronic form to appoint a proxy in relation to
the meeting in such a form as may be approved by the Board. The appointment of aproxy shall be deemed (subject to any contrary intention contained in theappointment) to confer authority to demand or join in demanding a poll and to vote on
any resolution or amendment of a resolution put to, or any other business which may
properly come before, the meeting for which it is given as the proxy thinks fit. The
appointment of a proxy shall, unless the contrary is stated therein, be valid for an
adjournment of the meeting as well as for the meeting to which it relates.

If amember appoints more than one person to act as his proxy, the appointment of eachsuch proxy shall specify the shares held by the member in respect of which eachsuch proxy is authorised to vote and no member may appoint more than one proxy tovote in respect of any one share held by that member.
84214816v2

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79

Delivery of proxies

79.1

The appointment of a proxy and (unless the Board otherwise decides) any authority
under which it is executed or a copy of such authority certified notarially or inaccordance with the Powers of Attorney Act 1971 or in some other way approved by
the Board shall:
79.1.1in the case of an instrument in hard copy form and any authority or copy
thereof be deposited at the Office or at such other place in the United
Kingdom as may be specified in or by way of note to the notice of meetingor any form of proxy or other document accompanying the same not lessthan 48 hours before the time appointed for holding the meeting or
adjourned meeting or the taking of the poll at which the person named in
the appointment proposes to vote;79.1.2in the case of an appointment contained in electronic form be received at
the address (if any) specified for the purpose of receiving suchappointments in electronic form:(i)in or by way of note to the notice of meeting;(ii)

in any form of proxy sent by or on behalf of the Company inrelation to the meeting;(iii)

in any invitation contained in electronic form to appoint a proxyissued by or on behalf of the Company in relation to the meeting;
or

(iv)

by means of a relevant system;

not less than 48 hours before the time appointed for holding the meetingor adjourned meeting or the taking of the poll at which the person namedin the appointment proposes to vote;79.1.3in either case, where a poll is taken more than 48 hours after it isdemanded, be deposited or received as aforesaid not less than 24 hours
before the time appointed for the taking of the poll; or

79.1.4in the case only of an instrument in hard copy form or any authority or
copy thereof, where the poll is not taken forthwith but is taken not more

84214816v2

32

than 48 hours after it was demanded, be delivered at the meeting at which
the poll was demanded to the chairman of the meeting or to the Secretaryor any Director,
and an appointment which is not, or in respect of which the authority or copy thereof
is not, deposited, received or delivered in a manner so permitted shall be invalid.
80

Multiple proxies

80.1

Where two or more valid but differing appointments of proxies are deposited or
received in respect of the same share for use at the same meeting or poll, the one
which is last deposited or received (regardless of its date or the date of its execution)
shall be treated as replacing and revoking the other as regards that share and if theCompany is unable to determine which was last deposited or received, none of themshall be treated as valid in respect of that share. No appointment of a proxy shall bevalid after the expiration of twelve months from the date stated in it as the date of its
execution.

81

Determination of proxy's authority

81.1

A vote given or poll demanded by a proxy or by the duly authorised representative ofa corporation shall be valid notwithstanding the previous determination of theauthority of the person voting or demanding a poll unless notice of the determination
was deposited or received not less than two hours before the time for holding themeeting or adjourned meeting at which the vote is given or the poll demanded or (inthe case of a poll taken otherwise than at, or on the same day as, the meeting or
adjourned meeting) the time appointed for taking the poll.

Such notice ofdetermination shall be by means of instrument deposited at the place, or contained inelectronic form received at the address (if any), specified in accordance with these
Articles for the deposit or receipt of appointments of a proxy at the meeting inquestion.
REPRESENTATIVES OF CORPORATIONS
82

Representatives of corporations

82.1

Subject to the provisions of the Act, any corporation (other than the Company itself)
which is a member of the Company may, by resolution of its directors or othergoverning body, authorise any person or persons it thinks fit to act as its
representative or representatives at any meeting of the Company or at any separate

84214816v2

33

meeting of the holders of any class of shares. The person or persons so authorised
shall be entitled to exercise the same powers on behalf of the corporation which heor they represent as that corporation could exercise if it were an individual member of
the Company present in person and shall for the purposes of these Articles be
regarded as a member present in person. Such representative or representatives
may be required to produce a copy of such resolution certified by a proper officer ofsuch corporation before being permitted to exercise his or their power.
CLASS MEETINGS
83

Class meetings

83.1

Unless otherwise provided by the terms of issue of any class of shares of theCompany, all the provisions of these Articles relating to general meetings of theCompany or to the proceedings at general meetings shall, mutatis mutandis, apply toevery separate meeting of the holders of any class of shares of the Company, exceptthat in the case of a meeting held in connection with the variation or abrogation of therights attached to the shares of the class:
83.1.1the necessary quorum shall be two persons at least holding or
representing by proxy at least one-third in nominal amount of the issued
shares of the class (excluding any shares of that class held as treasury
shares) or, at any adjourned meeting of such holders, the holder orholders of shares of the class who are present in person or by proxy,
whatever his or their holdings;

83.1.2a poll may be demanded by any holder of shares of the class present inperson or by proxy; and83.1.3the holders of shares of the class shall, on a poll, have one vote in respectof every share of the class held by them respectively.
NUMBER OF DIRECTORS

84

Number of directors

84.1

Unless otherwise determined by ordinary resolution of the Company, the number of
Directors (other than any alternate directors) shall not be less than two or more than12.

84214816v2

34

APPOINTMENT AND RETIREMENT OF DIRECTORS
85

Retirement of directors

85.1

At every annual general meeting, one third of the Directors shall retire from office, orif their number is not 3 or a multiple of 3, the number nearest to but not exceeding
one third shall retire from office by rotation. If the Company, at the meeting at whicha Director retires under this Article, does not fill the vacancy the retiring Director shall,
if willing to act, be deemed to have been reappointed unless at the meeting it isresolved not to fill the vacancy or unless a resolution for the reappointment of the
Director is put to the meeting and lost.

86

Timing of vacation of office

86.1

A Director retiring at a meeting who is not reappointed shall retain office until the
meeting appoints someone in his place or, if it does not do so, until the end of themeeting or of any adjournment thereof.

87

Age of directors

87.1

No Director shall vacate or be required to vacate his office as a Director on or byreason of his attaining or having attained the age of 70 or any other age, and any
Director retiring or liable to retire under the provisions of these Articles and any
person proposed to be appointed a Director shall be capable of being appointed orreappointed notwithstanding that he has attained the age of 70 or any other age andno special notice need be given of any resolution for the appointment orreappointment as a Director of a person who shall have attained the age of 70 or any
other age.

88

Persons eligible as director

88.1

No person, other than a Director retiring at the meeting, shall be appointed orreappointed a Director at any general meeting unless:88.1.1

he is recommended by the Board; or

88.1.2not less than seven nor more than 21 clear days before the dateappointed for the meeting, notice executed by a member qualified to voteat the meeting has been given to the Company of his intention to proposethat person for appointment or reappointment stating the particulars which

84214816v2

35

would, if he were so appointed or reappointed, be required to be includedin the Company's register of Directors together with notice executed bythat person confirming his willingness to be appointed or reappointed.
89

Power of the company to appoint directors

89.1

Subject to the provisions of these Articles, the Company may by ordinary resolution
appoint a person who is willing to act to be a Director either to fill a vacancy or as anadditional Director.

90

Power of board to appoint directors

90.1

The Board may appoint a person who is willing to act to be a Director, either to fill avacancy or as an additional Director, provided that the appointment does not cause
the number of Directors to exceed any number fixed by or in accordance with these
Articles as the maximum number of Directors. A Director so appointed shall holdoffice only until the next following annual general meeting when he shall retire fromoffice and be eligible for reappointment.

Such Director shall not be taken into

account in determining the number of Directors who are to retire by rotation at thatmeeting. If not reappointed at such annual general meeting, he shall vacate office at
its conclusion.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
91

Power of removal by special resolution

91.1

In addition to any power of removal conferred by the Acts, the Company may by
special resolution remove any Director before the expiration of his period of office.
Such removal shall be without prejudice to any claim such Director may have fordamages for breach of any contract of service between him and the Company.

92

Vacation of office

92.1

The office of a Director shall be vacated if:
92.1.1that person ceases to be a Director by virtue of any provision of the Act orthese Articles or is prohibited from being a Director by law;

92.1.284214816v2

a bankruptcy order is made against that person;36

92.1.3

a composition is made with that person's creditors generally in satisfactionof that person's debts;

92.1.4a registered medical practitioner who is treating that person gives awritten opinion to the Company stating that that person has become
physically or mentally incapable of acting as a Director and may remain sofor more than three months;

92.1.5by reason of that person's mental health, a court makes an order whichwholly or partly prevents that person from personally exercising any
powers or rights which that person would otherwise have;

92.1.6

notification is received by the Company from the Director that the Director
is resigning from office, and such resignation has taken effect inaccordance with its terms;

92.1.7that person is convicted of a criminal offence (other than a motoring
offence or series of offences not resulting in disqualification) and the
Directors resolve that his office be vacated;

92.1.8in the case of a person who is also an employee of the Company heceases to be such an employee and the Board does not resolve to allow
such person to continue in office as a Director;

92.1.9he shall for more than six consecutive months have been absent without
permission of the Directors from meetings of Directors held during that
period and the Directors resolve that his office be vacated; or

92.1.10all the other Directors unanimously resolve that his office be vacated.
ALTERNATE DIRECTORS

93

Appointment of alternate directors

93.1

Any Director may appoint any other Director, or any other person approved byresolution of the Board and willing to act, to be an Alternate Director and may remove
from office an Alternate Director so appointed by him.

84214816v2

37

94

Termination of appointment

94.1

The appointment of an Alternate Director shall automatically determine on theoccurrence of any of the following events:
94.1.1

if his appointor terminates the appointment;

94.1.2on the happening of any event which, if he were a Director, would cause
him to vacate the office of Director;

94.1.3

if he resigns his appointment by notice to the Company;

94.1.4

if his appointor ceases for any reason to be a Director otherwise than byretiring and being reappointed or deemed to be reappointed at themeeting at which he retires; or

94.1.5

if he is not a Director and the Board revokes its approval of him byresolution.

95

Effect of appointment

95.1

An Alternate Director shall (subject to his giving to the Company an address within
the United Kingdom at which notices may be served upon him) be entitled at his
appointor's request to receive notice of all meetings of the Board and of all meetingsof committees of the Board of which his appointor is a member, to attend and voteand (save as provided in these Articles) be counted in the quorum at any suchmeeting at which the Director appointing him is not personally present, and generally
to perform all the functions of his appointor as a Director in his absence.

96

Expenses and remuneration

96.1

An Alternate Director may be repaid by the Company such expenses as might
properly have been repaid to him if he had been a Director and in respect of his officeof Alternate Director may receive such remuneration from the Company as the Board
may determine.

An Alternate Director shall be entitled to be indemnified by theCompany to the same extent as if he were a Director.

84214816v2

38

97

Alternate director to be officer

97.1

An Alternate Director shall, during his appointment, be an officer of the Company andshall alone be responsible for his own acts and defaults and he shall not be deemed
to be the agent of the Director appointing him.

98

Method of appointment and removal

98.1

Any appointment or removal of an Alternate Director shall be in writing signed by the
Director making or revoking the appointment or in any other manner approved by the
Board and shall take effect (subject to any approval required by these Articles) uponreceipt of such written appointment or removal at the Office or by the Secretary or at
an address specified by the Company for the purpose of communication by electronicmeans.

99

Appointee acting in more than one capacity

99.1

A Director or any other person may act as Alternate Director to represent more than
one Director and an Alternate Director shall be entitled at meetings of the Board or
any committee of the Board to one vote for every Director whom he represents inaddition to his own vote (if any) as a Director.
POWERS OF DIRECTORS

100

General powers of the company vested in board

100.1 Subject to the provisions of the Acts and to any directions given by special resolution,
the business of the Company shall be managed by the Board which may exercise all
the powers of the Company. No alteration of these Articles and no such direction
shall invalidate any prior act of the Board which would have been valid if thatalteration had not been made or that direction had not been given. The powers givenby this Article shall not be limited by any special power given to the Board by these
Articles and a duly convened meeting of the Board at which a quorum is present may
exercise all powers exercisable by the Board.
101

Local board

101.1 The Board may make such arrangements as the Board thinks fit for the management
and transaction of the Company's affairs and may, for that purpose, appoint local

84214816v2

39

boards, managers and agents and delegate to them any of the powers of the Board
with power to sub-delegate.
102

Appointment of attorneys and agents

102.1 The Board may, from time to time, by power of attorney executed by the Company orotherwise, appoint any company, firm or person, or any fluctuating body of persons,whether nominated directly or indirectly by the Board, to be the attorney or agent of
the Company for such purposes and with such powers, authorities and discretions(not exceeding those vested in or exercisable by the Board under these Articles) andfor such period and subject to such conditions as it may think fit. Any such power ofattorney or other authority may contain such provisions for the protection andconvenience of persons dealing with any such attorney or agent as the Board may
think fit and may also authorise any such attorney or agent to sub-delegate all or anyof the powers, authorities and discretions vested in him.
DELEGATION OF DIRECTORS' POWERS
103

Delegation of directors' powers

103.1 The Board may delegate any of its powers, authorities and discretions (including,
without prejudice to the generality of the foregoing, all powers, authorities anddiscretions whose exercise involves or may involve agreement of the terms of service
or termination of employment or appointment of or the payment of remuneration to or
the conferring of any other benefit on all or any of the Directors) to any committee
consisting of one or more Directors together with any other person or persons
approved by the Board, with power to sub-delegate. Any such delegation may bemade subject to any conditions the Board may impose, and either collaterally with orto the exclusion of its own powers and may be revoked or altered. Subject to any
such conditions, the proceedings of a committee with two or more members shall begoverned by the provisions of these Articles regulating the proceedings of the Board
so far as they are capable of applying. Insofar as any power, authority or discretionis delegated to a committee, any reference in these Articles to the exercise by the
Board of such power, authority or discretion shall be read and construed as if it werea reference to the exercise of such power, authority or discretion by such committee.
Every such committee shall have, as a majority of its membership, persons who are
Directors and no resolution of any such committee shall be effective unless the

84214816v2

40

majority of the persons present (in person or by their Alternate Directors) at themeeting at which it is passed are Directors.
BORROWING POWERS
104

Borrowing powers

104.1 The Board may exercise all the powers of the Company to borrow money, toguarantee, to indemnify, to mortgage or charge its undertaking, property, assets(present and future) and uncalled capital, and to issue debentures and othersecurities whether outright or as collateral security for any debt, liability or obligationof the Company or of any third party.
EXECUTIVE DIRECTORS
105

Appointment to executive offices

105.1 Subject to the provisions of the Acts, the Board may:
105.1.1

appoint one or more of its body to the office of managing director or chief
executive or to any other executive office (except that of auditor) of theCompany and may enter into an agreement or arrangement with any
Director for his employment by the Company or any Subsidiary
Undertaking or for the provision by him of any services outside the scopeof the ordinary duties of a Director and any such appointment, agreement
or arrangement may be made upon such terms as the Board determines
and it may remunerate any such Director for his services as it thinks fit;and105.1.2

permit any person appointed to be a Director to continue in any otheroffice or employment held by him with the Company or any Subsidiary
Undertaking before he was so appointed.

106

Managing director/chief executive to be a director

106.1 Any appointment of a Director to the office of managing director or chief executive
shall terminate if he ceases to be a Director but without prejudice to any claim fordamages for breach of contract of service between the Director and the Company
and he shall not (unless any agreement between him and the Company shall

84214816v2

41otherwise provide) cease to hold his office as Director by reason only of his ceasing
to be managing director or chief executive.
107

Other executive office not linked to directorship107.1 Save as provided in the foregoing Article, an Executive Director shall not (unless any
agreement between him and the Company shall otherwise provide) cease to hold his
office or employment with the Company by reason only of his ceasing to be a
Director nor cease to be a Director if he ceases from any cause to hold the office or
employment by virtue of which he is termed an Executive Director.
108

Emoluments of executive directors

108.1 The emoluments and benefits of any Executive Director for his services as such shallbe determined by the Board and may be of any description, and (without limiting thegenerality of the foregoing) may include membership of any scheme or fund institutedor established or financed or contributed to by the Company for the provision ofpensions, life assurance or other benefits for employees or their dependants or, apartfrom membership of any such scheme or fund, the payment of a pension or otherbenefits to him or his dependants on or after retirement or death.
109

Delegation to executive directors

109.1 The Board may delegate or entrust to and confer upon any Executive Director any ofthe powers, authorities and discretions exercisable by it (with power to sub-delegate)
upon such terms and conditions and with such restrictions as it thinks fit and either
collaterally with or to the exclusion of its own powers and may from time to time
revoke, withdraw or vary all or any part of such powers.
ASSOCIATE DIRECTORS110

Associate directors

110.1 The Board may at any time and from time to time appoint any person to be an
associate director having such title, including the word "director", as the Board may
decide and may at any time remove any person so appointed.

A person so

appointed shall not be a Director of the Company and shall not be a member of theBoard. Subject as aforesaid, the Board may define and limit the powers and duties
of any associate director and may determine his remuneration which may be in

84214816v2

42

addition to any other remuneration receivable by him from the Company or any
Subsidiary Undertaking.
REMUNERATION OF DIRECTORS
111

Directors' fees

111.1 The ordinary remuneration of the Directors (other than any Executive Directors
appointed under these Articles) shall be such amount as the Directors shall from time
to time determine provided that, unless otherwise approved by the Company ingeneral meeting, the aggregate of the ordinary remuneration of such Directors shallnot exceed £400,000 per year.

The ordinary remuneration actually paid shall,subject to this limit, be determined by the Directors and shall be paid in such mannerand in such amounts as the Directors may determine. A Director holding office forpart only of a year shall be entitled to a proportionate part of a full year's
remuneration.
112

Extra remuneration

112.1 Any Director who serves on any committee of the Board or, by request of the Board,
performs special services or goes or resides abroad for any purposes of theCompany may be paid such extra remuneration by way of salary, percentage of
profits or otherwise as the Board may determine.
DIRECTORS' EXPENSES
113

Directors' expenses

113.1 The Directors may be paid all reasonable travelling, hotel and other expenses as
they may incur in connection with their attendance at meetings of the Board or ofcommittees of the Board or general meetings or separate meetings of the holders of
any class of shares or debentures of the Company or otherwise in connection withthe discharge of their duties.
PENSIONS AND OTHER BENEFITS
114

Directors' gratuities and pensions

114.1 The Board may provide benefits, whether by the payment of gratuities or pensions orby insurance or otherwise, for any Director who has held but no longer holds any
executive office or employment with the Company or with any body corporate which
84214816v2

43

is or has been a Subsidiary Undertaking or a predecessor in business of theCompany or of any Subsidiary Undertaking, and for any member of his family(including a spouse and a former spouse) or any person who is or was dependent on
him and may (as well before as after he ceases to hold such office or employment)
contribute to any fund and pay premiums for the purchase or provision of any such
benefit.
DIRECTORS' INTERESTS
115

Interests in proposed transactions to be disclosed

115.1 A Director who is in any way, directly or indirectly, interested in a proposedtransaction or arrangement with the Company must declare, in accordance with theAct, the nature and extent of his interest to the other Directors.
116

Interests in actual transactions to be disclosed

116.1 A Director who is in any way, directly or indirectly, interested in a transaction or
arrangement that has been entered into by the Company must declare, in
accordance with the Act, the nature and extent of his interest to the other Directors
unless the interest has been declared under Article 115.1 above.
117

Issues relating to declarations of interests

117.1 For the purposes of Articles 115 and 116:
117.1.1

the declaration of interest must be made at a meeting of the Directors or
by notice in writing to the Directors in accordance with section 184 of the
Act or by general notice in accordance with section 185 of the Act;117.1.2

if the declaration proves to be or becomes inaccurate or incomplete, afurther declaration must be made;117.1.3

a declaration in respect of a proposed transaction or arrangement must be
made before the Company enters into the transaction or arrangement;

117.1.4

a declaration in respect of an existing transaction or arrangement must be
made as soon as is reasonably practicable;

84214816v2

44117.1.5

a declaration of an interest of which the Director is not aware or where the
Director is not aware of the transaction or arrangement in question is not
required; and117.1.6

an interest of a person who is connected with a Director shall be treatedas an interest of the Director.

118

When a declaration is not required

118.1 A Director need not declare an interest under Articles 115 and 116:
118.1.1

if it cannot reasonably be regarded as likely to give rise to a conflict ofinterest;

118.1.2

if, or to the extent that, the other Directors are already aware of it (and forthis purpose the other Directors are treated as aware of anything of which
they ought reasonably to be aware); or

118.1.3

if, or to the extent that, it concerns terms of his service contract that havebeen or are to be considered:(i)by a meeting of the Directors; or(ii)

by a committee of the Directors appointed for the purpose underthe Articles.

119

Permitted interests

119.1 Subject to the provisions of the Act, and provided that he has disclosed to the Board
the nature and extent of any interest of his in accordance with Articles 115 and 116, a
Director notwithstanding his office:119.1.1

may be a party to, or otherwise interested in, any transaction or
arrangement with the Company or in which the Company is otherwiseinterested;

119.1.2

may be a Director or other officer of, or employed by, or a party to anytransaction or arrangement with, or otherwise interested in, any body
corporate promoted by the Company or in which the Company isotherwise interested; and84214816v2

45

119.1.3

shall not, by reason of his office, be accountable to the Company for any
benefit which he derives from any such office or employment or from any
such transaction or arrangement or from any interest in any such body
corporate and no such transaction or arrangement shall be liable to be
avoided on the ground of any such interest or benefit.

120

Director may act in a professional capacity

120.1 Any Director may act by himself or his firm in a professional capacity for theCompany (otherwise than as auditor) and he or his firm shall be entitled toremuneration for professional services as if he were not a Director.
121

Voting on matters where a director is interested

121.1 In the case of interests arising under Article 115 or 116, save as otherwise provided
in these Articles, a Director shall not vote at a meeting of the Board or of a committeeof the Board on any resolution concerning a matter in which he has, directly or
indirectly, an interest which is material (otherwise than by virtue of his interest in
shares, debentures or other securities of, or otherwise in or through, the Company)
unless his interest or duty arises only because the case falls within one or more of
the following paragraphs:
121.1.1

the resolution relates to the giving to him or a person connected with himof a guarantee, security or indemnity in respect of money lent to, or an
obligation incurred by him or such a person at the request of or for the
benefit of, the Company or any Subsidiary Undertaking;121.1.2

the resolution relates to the giving to a third party of a guarantee, security
or indemnity in respect of a debt or obligation of the Company or any
Subsidiary Undertaking for which the Director or a person connected withhim 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;

121.1.3

his interest arises by virtue of him or a person connected with him
subscribing or agreeing to subscribe for any shares, debentures or othersecurities of the Company or any Subsidiary Undertaking or by virtue of
him or a person connected with him being, or intending to become, aparticipant in the underwriting or sub-underwriting of an offer of any such

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shares, debentures, or other securities by the Company or any Subsidiary
Undertaking for subscription, purchase or exchange;
121.1.4

the resolution relates in any way to any other company in which he isinterested, directly or indirectly and whether as an officer or shareholder
or otherwise howsoever, provided that he and any persons connectedwith him do not, to his knowledge, hold an interest in shares (as that term
is used in Part 22 of the Act) representing one per cent or more of any
class of the equity share capital of such company or of the voting rights
available to members of such company (excluding any shares in the
Company held as treasury shares and any voting rights attached thereto);

121.1.5

the resolution relates in any way to an arrangement in whole or in part forthe benefit of the employees of the Company or any Subsidiary
Undertaking which does not award him as such any privilege oradvantage not generally awarded to the employees to whom sucharrangement relates;

121.1.6

the resolution relates in any way to the purchase or maintenance for the
Directors of insurance against any liability which by virtue of any rule oflaw would otherwise attach to all or any of them in respect of any
negligence, default, breach of duty or breach of trust in relation to theCompany or any Subsidiary Undertaking.

122

Quorum when a director is not entitled to vote122.1 A Director shall not be counted in the quorum present at a meeting in relation to a
resolution on which he is not entitled to vote.
123

Proposals may be considered separately

123.1 Where proposals are under consideration concerning the appointment (including
fixing or varying the terms of appointment) of two or more Directors to offices or
employments with the Company or a body corporate in which the Company isinterested the proposals may be divided and considered in relation to each Director
separately and (provided he is not for another reason precluded from voting) each of
the Directors concerned shall be entitled to vote and be counted in the quorum inrespect of each resolution except that concerning his own appointment.

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124

Chairman to decide whether a director may vote124.1 If a question arises at a meeting of the Board or of a committee of the Board as to theright of a Director to vote or be counted in the quorum and such question is not
resolved by his voluntarily agreeing to abstain from voting or not to be counted in thequorum, the question may (unless the Director concerned is the chairman of themeeting in which case he shall withdraw from the meeting and the Board shall elect a
new chairman to consider the question in place of the chairman), before theconclusion of the meeting, be referred to the chairman of the meeting and his rulingin relation to any Director other than himself shall be final and conclusive except in acase where the nature or extent of the interest of the Director concerned has notbeen fairly disclosed and provided that any such question shall, for the purposes of
disclosure of the interest in the accounts of the Company, be finally and conclusively
decided by a majority of the Board (other than the Director concerned).
DIRECTORS' POWERS TO AUTHORISE CONFLICTS OF INTEREST
125

Authorisation of interests

125.1 The Directors may authorise, to the fullest extent permitted by law, any matter
proposed to them which would otherwise result in a Director infringing his duty under
section 175 of the Act to avoid a situation in which he has, or can have, a direct orindirect interest that conflicts, or possibly may conflict, with the interests of theCompany and which may reasonably be regarded as likely to give rise to a conflict ofinterest.
126

Requirement for authorisation to be effective

126.1 Authorisation of a matter under Article 125 is effective only if:
126.1.1

the matter has been proposed to the Directors by being submitted forconsideration at a meeting of the Directors or for the authorisation of the
Directors in accordance with the Board's normal procedures or in suchother manner as the Board may approve;126.1.2

any requirement as to quorum at the meeting of the Directors at which thematter is considered is met without counting the Director in question andany other interested Director; and84214816v2

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126.1.3

the matter has been agreed to without the Director in question and anyother interested Director voting or would have been agreed to if their votes
had not been counted.

127

Conflicts arising out of authorised matter

127.1 Any authorisation of a matter under Article 125 shall extend to any actual or potential
conflict of interest which may reasonably be expected to arise out of the matter so
authorised.
128

Directors may impose terms on authorisation

128.1 The Board may authorise a matter pursuant to Article 125 on such terms and forsuch duration, or impose such limits or conditions on it, as it may decide and vary theterms or duration of such an authorisation (including any limits or conditions imposedon it) or revoke it and a Director shall comply with any obligations imposed on him by
the Directors pursuant to any such authorisation.
129

Examples of terms that may be imposed

129.1 Any terms imposed by the Board under Article 128 may include (without limitation):
129.1.1

whether the Director may vote (or be counted in the quorum) at a meetingof the Board or any committee or sub-committee of the Board in relation to
any resolution relating to the relevant matter;

129.1.2

whether the Director is to be given any documents or other information in
relation to the relevant matter; and129.1.3

whether the Director is to be excluded from discussions in relation to therelevant matter at a meeting of the Board or any committee or subcommittee of the Board or otherwise.

130

Confidential information

130.1 The Director shall not be required to disclose any confidential information obtained inrelation to the relevant matter (other than through his position as a Director of theCompany) to the Company or to use or apply it in performing his duties as a Director
if to do so would result in a breach of a duty or obligation of confidence owed by him
in relation to or in connection with that matter.

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131

General duties

131.1 A Director does not infringe any duty he owes to the Company by virtue of sections
171 to 177 of the Act if he acts in accordance with such terms, limits and conditions(if any) as the Board may impose in respect of its authorisation of the Director's
conflict of interest or possible conflict of interest under Article 125.
132

Accountability for benefits

132.1 A Director shall not, save as otherwise agreed by him, be accountable to theCompany for any benefit which he (or a person connected with him) derives from any
matter authorised by the Directors under Article 125 and any contract, transaction or
arrangement relating thereto shall not be liable to be avoided on the grounds of any
such benefit.
133

Conflict of duties

133.1 A reference in these Articles to a conflict of interest includes a conflict of interest andduty and a conflict of duties.
DIRECTORS' INTERESTS – GENERAL
134

Connected persons

134.1 For the purposes of Articles 115 to 133:134.1.1

an interest of a person connected with a Director shall be treated as aninterest of the Director; and134.1.2

section 252 of the Act shall determine whether a person is connected witha Director.

135

Suspension or ratification by ordinary resolution

135.1 The Company may by ordinary resolution suspend or relax to any extent, either
generally or in respect of any particular matter, any provision of these Articles
prohibiting a Director from voting at a meeting of the Board or of a committee of theBoard or ratify any contract, transaction or arrangement, or other proposal, not duly
authorised by reason of a contravention of any provisions of these Articles.

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PROCEEDINGS OF THE BOARD
136

Notice of board meetings

136.1 Subject to the provisions of these Articles, the Board may regulate its proceedings as
it thinks fit. A Director may, and the Secretary at the request of a Director shall, call ameeting of the Board.

Notice of a board meeting may be given to a Director

personally or by word of mouth or sent by instrument to him at such address as hemay from time to time specify for this purpose (or if he does not specify an address,
at his last known address) or sent in electronic form to such address (if any) as may
for the time being be notified by him or on his behalf to the Company for that
purpose. A Director absent or intending to be absent from the United Kingdom may
request the Board that notices of board meetings shall during his absence be given
by instrument or in electronic form to him (or to his alternate) at an address given byhim to the Company for this purpose, but if no such request is made it shall not benecessary to give notice of a board meeting to any Director who is for the time being
absent from the United Kingdom. A Director may waive notice of any meeting either
prospectively or retrospectively.
137

Voting at board meetings

137.1 Questions arising at a meeting shall be decided by a majority of votes. In the case ofan equality of votes, the chairman of the meeting shall have a second or casting vote.
138

Quorum at board meetings

138.1 The quorum for the transaction of the business of the Board may be fixed by the
Board and unless so fixed at any other number shall be two. A person who holds
office as an Alternate Director shall, if his appointor is not present, be counted in thequorum provided that a Director or Alternate Director who attends a meeting of theBoard shall for the purposes of a quorum be counted as one person notwithstandingthat he also attends such meeting as an Alternate Director or that he attends as an
Alternate Director appointed by more than one Director.
139

Participation in meetings by telephone

139.1 Any Director or other person may participate in a meeting of the Board by means ofconference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other and any person participating in themeeting in this manner shall be deemed to be present in person at that meeting.
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Such a meeting shall be deemed to take place where the largest group of thoseparticipating is assembled, or, if there is no such group, at the place where thechairman of the meeting is at the time the meeting is held.
140

Number of directors below quorum

140.1 The continuing Directors or a sole continuing Director may act notwithstanding any
vacancies in the Board but, if the number of Directors is less than the number fixed
as the quorum, the continuing Directors or Director may act only for the purpose offilling vacancies in the Board or of calling a general meeting.
141

Chairman141.1 The Board may appoint one of its number to be the chairman of the Board and one ormore deputy chairmen and may at any time remove them from office. Unless he isunwilling to do so, the chairman of the Board shall preside at every meeting of theBoard at which he is present. But if there is no chairman of the Board or deputy
chairman holding office, or if at any meeting neither the chairman of the Board nor a
deputy chairman is present and willing to preside within five minutes after the time
appointed for the meeting, the Directors present may appoint one of their number tobe chairman of the meeting.
142

Resolution in writing

142.1 A resolution in writing signed by all the Directors entitled to receive notice of ameeting of the Board (not being less than the number required to form a quorum of
the Board) or all members of a committee of the Board shall be as valid and effectual
as if it had been passed at a meeting of the Board or (as the case may be) a
committee of the Board duly convened and held and may consist of several
documents in hard copy form and/or sent by electronic means in the like form eachsigned by one or more Directors provided that all those signing or agreeing to theresolution would have formed a quorum at such a meeting. A resolution signed by
an Alternate Director need not also be signed by his appointor and, if it is signed by a
Director who has appointed an Alternate Director, it need not be signed by theAlternate Director in that capacity.
143

Validity of acts

143.1 All acts done by a meeting of the Board, or by a committee of the Board, or by aperson acting as a Director, Alternate Director or member of a committee shall,
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notwithstanding that it be afterwards discovered that there was a defect in theappointment or continuance in office of any Director, Alternate Director or person
acting as aforesaid, or that any of them were disqualified from holding office, or hadvacated office, or were not entitled to vote, be as valid as if every such person had
been duly appointed and was qualified and had continued to be a Director, Alternate
Director or member of a committee and had been entitled to vote.
SECRETARY
144

Secretary

144.1 Subject to the provisions of the Acts, the Secretary shall be appointed by the Boardfor such term, at such remuneration and upon such conditions as it may think fit andany Secretary so appointed may be removed by the Board. Two or more persons
may be appointed as joint secretaries and the Board may also appoint from time totime on such terms as it may think fit one or more temporary or assistant or deputy
secretaries.
MINUTES145

Minutes145.1 The Board shall cause minutes to be kept:
145.1.1of all appointments of officers made by the Board; and145.1.2of all proceedings at meetings of the Company, of the holders of any classof shares in the Company, and of the Board, and of committees of theBoard, including the names of the Directors present at each such meeting.

145.2 Any such minutes, if purporting to be signed by the chairman of the meeting to which
they relate or of the meeting at which they are approved, shall be sufficient evidence
without any further proof of the facts stated in them.
THE SEAL146

Use of seal

146.1 If the Company has a Seal it shall only be used by the authority of the Board or of acommittee of the Board authorised by the Board. The Board may determine who
shall sign any instrument to which the Seal is affixed and unless otherwise so
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determined it shall be signed by a Director and by the Secretary or by a second
Director.
147

Official seal

147.1 If the Company has an official seal for use abroad, it may only be affixed to a
document if its use on that document, or documents of a class to which it belongs,
has been authorised by a decision of the Board, or of a committee of the Board
authorised by the Board.
148

Securities seal

148.1 If the Company has a securities seal, it may only be affixed to securities by the
Secretary or a person authorised to apply it to securities by the Secretary.
149

Affixing of securities seal

149.1 For the purposes of the Articles, references to the securities seal being affixed to any
document include the reproduction of the image of that seal on or in a document by
any mechanical or electronic means which has been approved by the Directors in
relation to that document or documents of a class to which it belongs.
DIVIDENDS
150

Declaration of dividends by the Company

150.1 Subject to the provisions of the Acts, the Company may by ordinary resolution
declare dividends in accordance with the respective rights of the members but nodividend shall exceed the amount recommended by the Board.
151

Calculation of dividends

151.1 Except as otherwise provided by the rights attached to the shares, all dividends shallbe declared and paid according to the amounts paid up on the shares on which thedividend is paid but (for the purposes of this Article only) no amount paid on a sharein advance of calls shall be treated as paid on the share. All dividends shall beapportioned and paid proportionately to the amounts paid up on the shares during
any portion or portions of the period in respect of which the dividend is paid but, if
any share is issued on terms providing that it shall rank for a dividend as from aparticular date, that share shall rank for a dividend accordingly.

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152

Board may pay interim and fixed dividends

152.1 Subject to the provisions of the Acts, the Board may pay interim dividends if itappears to the Board that they are justified by the profits of the Company available
for distribution. If the share capital is divided into different classes of shares, theBoard may pay interim dividends on shares which confer deferred or non-preferred
rights with regard to dividends as well as on shares which confer preferential rights
with regard to dividends, but no interim dividend shall be paid on shares carrying
deferred or non-preferred rights if, at the time of payment, any preferential dividend isin arrears. The Board may also pay, at intervals settled by it, any dividend payable ata fixed rate if it appears to it that the profits available for distribution justify thepayment. Provided the Board acts in good faith, the Directors shall not incur any
liability to the holders of shares conferring preferred rights for any loss that they may
suffer by the lawful payment of an interim dividend on any shares having deferred or
non-preferred rights. Dividends may be declared or paid in any currency.
153

Amounts due on shares may be deducted153.1 The Board may deduct from any dividend or other moneys payable on or in respectof a share to any member all sums of money (if any) presently payable by him to theCompany on account of calls or otherwise in relation to shares of the Company.
154

No interest on dividends

154.1 No dividend or other moneys payable in respect of a share shall bear interest as
against the Company unless otherwise provided by the rights attached to the share.
All unclaimed dividends may be retained by the Company or invested or made use ofby the Company as the Board may think fit until they are claimed and, so that theCompany shall not be obliged to account for any interest or other income derived
from them, it shall not be constituted a trustee in respect of them or be responsible
for any loss thereby arising. Any interest or profits earned on unclaimed dividends
invested or otherwise made use of shall belong to the Company. Any dividend which
has remained unclaimed for twelve years from the date when it became due forpayment shall be forfeited and cease to remain owing by the Company.
155

Record dates

155.1 Without prejudice to any rights attached to any shares, the Company or the Board
may fix a date, or a particular time on a date, as the record date by reference to84214816v2

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which a dividend will be declared or paid or a distribution, allotment or issue made,and that date may be before, on or after the date on which the dividend, distribution,
allotment or issue is declared, paid or made. In the absence of a record date being
fixed, entitlement to any dividend, distribution, allotment or issue shall be determinedby reference to the date on which the dividend is declared or the distribution,
allotment or issue is made.
156

Payment to persons entitled by transmission

156.1 The Board may pay the dividends or other moneys payable on shares in respect ofwhich any person is entitled to be registered as holder by transmission to such
person upon production of such evidence as would be required if such person
desired to be registered as a member in respect of such shares.
157

Payment procedure

157.1 Any dividend or other moneys payable in respect of a share may be paid:
157.1.1

in cash;157.1.2

by cheque or warrant sent by post to the address in the Register of theperson entitled to the moneys or, if two or more persons are the holders of
the share or are jointly entitled to it by reason of the death or bankruptcyof the holder or otherwise by operation of law, to the address in theRegister of that one of those persons who is first named in the Register inrespect of the joint holding or to such person and to such address as the
person or persons entitled to the moneys may in writing direct. Everysuch cheque or warrant shall be made payable to the person or persons
entitled to the moneys or to such other person as the person or persons
so entitled may in writing direct and shall be sent at the risk of the person
or persons so entitled. Any such cheque or warrant may be crossed"account payee" although the Company shall not be obliged to do so;

157.1.3

by bank transfer to such account (of a type approved by the Board) as the
person or persons entitled to the moneys may in writing direct; or

157.1.4

by such other method of payment approved by the Board as the person or
persons entitled to the moneys may in writing agree to.

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157.2 Payment of a cheque or warrant by the bank on which it was drawn or the transfer offunds by the bank instructed to make the transfer shall be a good discharge to theCompany.
158

Uncashed dividends

158.1 If, in respect of dividends or other moneys payable in respect of any shares, chequesor warrants have been sent through the post in accordance with the provisions of thepreceding Article but have been returned undelivered or left uncashed during theperiods for which they are valid or bank transfers or other methods of payment havefailed either:158.1.1

on two consecutive occasions; or

158.1.2

on any one occasion and reasonable enquiries have failed to establish
another address or account of the person entitled to the moneys,

the Company need not thereafter despatch further cheques or warrants or give
instructions for bank transfers or other methods of payment in payment of dividends
or other moneys payable on or in respect of the shares in question until the memberor other person entitled thereto shall have communicated with the Company andsupplied in writing to the Office a new address or account to be used for the purpose.
159

Dividends other than in cash

159.1 Any general meeting declaring a dividend may, upon the recommendation of theBoard, direct payment or satisfaction of such dividend wholly or in part by the
distribution of specific assets and in particular of fully paid shares or debentures ofany other company, and the Board shall give effect to such directions. Where any
difficulty arises in regard to the distribution, the Board may settle the same as it
thinks expedient, and in particular may fix the value for distribution of such specificassets or any part thereof and may determine that a cash payment shall be made to
any members upon the footing of the value so fixed in order to adjust the rights of
those entitled to participate in the dividend, and may vest any such specific assets intrustees, upon trust for the members entitled to the dividend, as may seem expedientto the Board.

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160

Scrip dividends

160.1 The Board may, with the sanction of an ordinary resolution of the Company, offer theholders 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 such
dividend or dividends as are specified by such resolution. The following provisions
shall apply:
160.1.1

the resolution may specify a particular dividend, or may specify all or any
dividends declared or paid within a specified period, but such period shallend not later than the beginning of the annual general meeting in the fifth
year following that in which such resolution is passed;

160.1.2

the entitlement of each holder of shares to new shares shall be such thatthe value of such new shares shall be as nearly as possible equal to (butnot in excess of) the cash amount that such holder would otherwise havereceived by way of dividend and for this purpose the value of a share shallbe the average of the middle market quotations for such a share as
derived from the London Stock Exchange AIM Appendix of the Daily
Official List on such five consecutive dealing days as the Directors shalldetermine provided that the first of such dealing days shall be on or after
the day when the shares are first quoted "ex" the relevant dividend;

160.1.3

no fraction of a share may be allotted and the Board may make suchprovision as it thinks fit for any fractional entitlements including provision:(i)for the whole or part of the benefit of fractional entitlements to be
disregarded or to accrue to the Company; or(ii)

for the value of fractional entitlements to be accumulated on behalfof a member (without entitlement to interest) and applied in paying
up new shares in connection with a subsequent offer by theCompany of the right to receive shares instead of cash in respectof a future dividend;

160.1.4

the Board, after determining the basis of allotment, shall notify the holdersof shares in writing of the right of election offered to them and (except in
the case of any holder from whom the Company has received written
notice, in such form as the Board may require which is effective for the

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purposes of the relevant dividend, that such holder wishes to receive
shares instead of cash in respect of all future dividends in respect ofwhich the Board offers the holders of shares the right to elect to receive
shares as aforesaid) shall send with, or following, such notification, formsof election and specify the procedure to be followed and the place oraddress at which, and the latest date and time by which, duly completed
forms of election must be received in order to be effective;
160.1.5the dividend (or that part of the dividend in respect of which a right ofelection has been offered) shall not be payable on shares in respect ofwhich such election has been duly made (the "elected shares") andinstead additional shares shall be allotted to the holders of the electedshares on the basis of allotment determined as provided above and forsuch purpose the Board shall capitalise out of such of the sums standing
to the credit of reserves (including any share premium account or capital
redemption reserve) or any of the profits which could otherwise have been
applied in paying dividends in cash as the Board may determine a sum
equal to the aggregate nominal amount of the additional shares to be
allotted on such basis and shall apply the same in paying up in full theappropriate number of unissued shares for allotment and distribution toand amongst the holders of the elected shares on such basis;160.1.6

the additional shares so allotted shall rank pari passu in all respects withthe fully-paid shares of that class then in issue save only as regards
participation in the relevant dividend; and160.1.7

the Board may on any occasion determine that rights of election shall only
be made available subject to such exclusions, restrictions or otherarrangements as it may in its absolute discretion deem necessary or
desirable in order to comply with legal or practical problems under thelaws of, or the requirements of any recognised regulatory body or any
stock exchange in, any territory.

161

Joint holders

161.1 If several persons are entered in the Register as joint holders of any share or are
jointly entitled to a share, any one of them may give receipts for any dividend or othermoneys payable in respect of the share and the Board may deduct from the

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59dividends or other moneys payable in respect of any share held jointly by several
persons all sums of money (if any) presently payable to the Company from any one
or more of the registered holders on account of calls or otherwise in relation toshares in the Company held in the joint names of all (but not some only) of suchregistered holders.
ACCOUNTS
162

Members have no rights to inspect records

162.1 No member shall (as such) have any right of inspecting any accounting records orother book or document of the Company except as conferred by the Acts orauthorised by the Board or by ordinary resolution of the Company.
163

Delivery of accounts

163.1 Save as provided in this Article, a copy of the annual accounts of the Company
together with a copy of the Auditors' report and the Directors' report and any otherdocuments required to accompany or be annexed to them shall, not less than 21days before the date of the general meeting at which copies of those documents areto be laid, be sent to every member and to every debenture holder of the Company
and to every other person who is entitled to receive notices from the Company ofgeneral meetings.
163.2 Copies of the documents referred to in Article 163.1 need not be sent to:163.2.1

a person who is not entitled to receive notices of general meetings; or

163.2.2

a person of whose address the Company is unaware; or

163.2.3

more than one of the joint holders of shares or debentures in respect of
those shares or debentures,provided that any member or debenture holder to whom a copy of such documents
has not been sent shall be entitled to receive a copy free of charge on application at
the Office.
163.3 The Company may, in accordance with sections 426 to 429 of the Act and any
regulations made under it, send a summary financial statement to any of the persons
otherwise entitled to be sent copies of the documents referred to in Article 163.1
instead of or in addition to those documents and, where it does so, the statement
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shall be delivered or sent to such person not less than 21 days before the general
meeting at which copies of those documents are to be laid.
CAPITALISATION OF PROFITS
164

Procedure

164.1 The Board may with the authority of an ordinary resolution of the Company:
164.1.1

subject as subsequently provided in these Articles, resolve to capitalise allor any part of the profits of the Company to which this Article applies;

164.1.2

appropriate the sum resolved to be capitalised to the members who would
have been entitled to it if it were distributed by way of dividend and in thesame proportions and apply such sum on their behalf either:(i)in or towards paying up the amounts, if any, for the time being
unpaid on any shares held by them respectively; or(ii)

in paying up in full unissued shares or debentures of the Company
of a nominal amount equal to that sum, and alloting the shares ordebentures credited as fully paid to those members, or as they
may direct, in those proportions,or partly in one way and partly in the other;
164.1.3

in respect of any shares held as treasury shares, include, to the extent
permitted by the Act, the Company among the members entitled to thesum resolved to be capitalised notwithstanding that it is not entitled to any
dividend in respect of such shares;

164.1.4

make such provision by the issue of fractional securities or by payment incash or otherwise as it determines in the case of shares or debenturesotherwise becoming distributable under this Article in fractions; and164.1.5

authorise any person to enter on behalf of all the members concerned into
an agreement with the Company providing for the allotment to them
respectively, credited as fully paid, of any shares or debentures to which
they are entitled upon such capitalisation, any agreement made undersuch authority being binding on all such members.

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165

Profits which may be capitalised

165.1 The profits of the Company to which the preceding Article applies shall be any profits
of the Company not required for paying fixed dividends on any preference shares orother shares issued on special conditions and shall be deemed to include:165.1.1

any reserves arising from appreciation in capital assets or ascertained byvaluation; and165.1.2

any other amounts for the time being standing to any reserve or reserves
including capital redemption reserve and share premium account,provided that to the extent required by the Acts, the Company shall not apply an
unrealised profit in paying up debentures or any amounts unpaid on any of its issued
shares and the only purpose to which sums standing to share premium account or
capital redemption reserve shall be applied pursuant to the preceding Article shall be
the payment up in full of unissued shares to be allotted and distributed as aforesaid.
NOTICES
166

Form of notice

166.1 Any notice or other document to be sent or given pursuant to these Articles (otherthan a notice calling a meeting of the Board) shall be in writing and, subject to theAct, may be sent in electronic form to such address (if any) as may for the time being
be notified for that purpose to the person sending the notice or other document by oron behalf of the person to whom the notice or document is sent. The Board mayfrom time to time specify the form and manner in which a notice may be given by or
to the Company in electronic form and may prescribe such procedures as it thinks fit
for verifying the authenticity or integrity of any such communication in electronic form.
A notice may be given to the Company in electronic form only if it is given to an
address specified for the receipt of communications in electronic form of that typeand in accordance with the requirements specified by the Board.
167

Method of service

167.1 The Company may give any notice in writing, document or other communication to amember:167.1.1
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167.1.2

by sending it by post in a prepaid envelope addressed to the member at
his address in the Register;

167.1.3

by leaving it at that address;

167.1.4

by sending it in electronic form to such address (if any) as may for thetime being be notified to the Company by or on behalf of the member forthat purpose; or

167.1.5

by making it available on a website and notifying the member of its
availability in accordance with the Act and member shall be deemed tohave agreed that the Company may send or supply a document or
information by means of a website if the conditions set out in the Act havebeen satisfied.

167.2 In the case of joint holders of a share, all notices and other documents shall be given
to the joint holder whose name stands first in the Register in respect of the joint
holding and notice so given shall be sufficient notice to all the joint holders.
168

Members with overseas addresses

168.1 A member whose postal address in the Register is not within the United Kingdom
and who gives to the Company a postal address within the United Kingdom at whichnotices may be given to him shall be entitled to have notices given to him at that
postal address in the United Kingdom, but otherwise no such member shall beentitled to receive any notice from the Company through the postal system.
169

Member present deemed to have notice

169.1 A member present, either in person or by proxy, at any meeting of the Company or of
the holders of any class of shares in the Company (and, where such person is one of
the joint holders of a share, all the joint holders) shall be deemed to have received
notice of the meeting and, where requisite, of the purposes for which it was called.
170

Service of notice on person entitled by transmission

170.1 A notice or other document may be given by the Company to the persons entitled toa share in consequence of the death or bankruptcy of a member or otherwise by
operation of law by sending or delivering it, in any manner authorised by these
Articles for the giving of notice to a member, addressed to them by name, or by the
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title of representatives of the deceased, or trustee of the bankrupt or by any likedescription at the address, if any, within the United Kingdom supplied for that
purpose by the persons claiming to be so entitled. Until such an address has been
supplied, a notice may be given in any manner in which it might have been given if
the death or bankruptcy or other event giving rise to the transmission of the share
had not occurred. Every person who becomes entitled to a share shall be bound by
any notice in respect of that share which, before his name is entered in the Register,has been duly given to a person from whom he derives his title.
171

Untraced member not entitled to notices

171.1 If the Company has suspended the despatch of cheques or warrants to any memberor other person entitled thereto in accordance with the provisions of these Articles or,
if on two consecutive occasions notices have been sent through the post to any
member or other person entitled thereto at his registered address or address forservice but have been returned undelivered, such member or other person entitledthereto shall not thereafter be entitled to receive notices from the Company until heshall have communicated with the Company and supplied in writing to the Office a
new registered address or address within the United Kingdom for the service ofnotices.
172

When notice deemed served

172.1 Proof that an envelope containing a notice in writing, document or othercommunication was properly addressed, prepaid and put into the post shall beconclusive evidence that the notice, document or communication was sent. Proof (inaccordance with the formal recommendations of best practice contained in theguidance issued by the Institute of Chartered Secretaries and Administrators) that acommunication in electronic form was sent by the Company shall be conclusive
evidence that the communication was sent.

If the Company receives a delivery

failure notification following a communication by electronic means the Company shallsend or supply the document or notice in hard copy form or electronic form (but notby electronic means) to the member either personally or by sending it by post inaccordance with Article 156. A notice in writing, document or other communication
shall be deemed to have been given:

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if left at a registered address or address at which a notice in writing,document or other communication may be given, on the day on which it
was so left;

172.1.2

if sent by first class post, on the day following that on which the envelope
containing it was put into the post;

172.1.3

if sent by second class post, on the second day following that on which
the envelope containing it was put into the post;

172.1.4

if sent by electronic means on the day on which the communication was
sent notwithstanding that the company subsequently sends a hard copy ofsuch notice, document or information by post; and172.1.5

if made available on a website, when the recipient was deemed to havereceived notification of the fact that the material was available on thewebsite, in accordance with this Article.

173

Notice when post not available

173.1 Without prejudice to the Article governing the accidental omission to give notice andto the presumption of service by post and the presumed date of service by post in thelast preceding Article, if at any time, by reason of the suspension or curtailment of
postal services within all or any part of the United Kingdom, the Board reasonably
believes that a notice of a general meeting, if sent by post, is unlikely to be delivered
within seven days of posting, the Company may, at its sole discretion and either in
addition to or in substitution for notice by post, convene a general meeting by anotice advertised in at least one national newspaper and such notice shall bedeemed to have been duly served on all members and other persons entitled thereto
on the day when the advertisement has appeared in at least one such newspaper. If
in any such case notices have not been posted the Company shall send confirmatory
copies of the notice by post if at least seven days prior to the meeting the delivery bypost of notices to addresses throughout the United Kingdom again becomespracticable.

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AUTHENTICATION OF DOCUMENTS
174

Authentication of documents

174.1 Any Director or the Secretary or any person appointed by the Board for the purpose
may authenticate any document affecting the constitution of the Company and any
resolution passed by the Company or the Board or any committee of the Board, andany books, records, documents and accounts relating to the business of theCompany and may certify copies thereof or extracts therefrom as true copies orextracts. Where these Articles require a notice or other document to be signed orauthenticated by a member or other person then any notice or other document sentor supplied in electronic form is sufficiently authenticated in any manner authorisedby the Act or in such other manner as may be approved by the Directors. The
Directors may designate mechanisms for validating any such notice or otherdocument and any such notice or other document not so validated by use of suchmechanisms shall be deemed not to have been received by the Company. Except in
the case of manifest error, a document which is certified as aforesaid shall beconclusive evidence in favour of all persons dealing with the Company in good faiththat the document is true and complete and in the case of a copy of a resolution or
an extract from the minutes of the Board or any committee of the Board that suchcopy or extract is a true and accurate record of proceedings at a duly constituted
meeting.
DESTRUCTION OF DOCUMENTS
175

Destruction of documents

175.1 It shall be presumed conclusively in favour of the Company that every entry on theRegister purporting to have been made on the basis of an instrument of transfer orother document destroyed by the Company was duly and properly made, that every
instrument of transfer so destroyed was a valid and effective instrument duly andproperly registered, that every share certificate so destroyed was a valid andeffective certificate duly and properly cancelled, that every other document
mentioned in Article 175.1.1 so destroyed was a valid and effective document inaccordance with the recorded particulars of it in the books and records of theCompany and that every paid dividend warrant and cheque so destroyed was duly
paid provided always that:

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six years shall have elapsed since the date of registration of the relevant
instrument of transfer of shares and two years shall have elapsed since
the date of recording of the relevant dividend mandate or notification ofchange of name or address and one year shall have elapsed since therecorded date of payment of the relevant dividend warrant or cheque orcancellation of the relevant cancelled share certificate; and175.1.2

the Company is not shown to have destroyed a document in bad faith orwith actual notice of any claim (regardless of the parties) to which the
document might be relevant.

175.2 The Company shall be entitled to destroy any such document after the relevant
period referred to in Article 175.1.1 but nothing in these Articles shall be construed as
imposing upon the Company any duty to retain any document for such period.
175.3 References in this Article to the destruction of any document include references to its
disposal in any manner.
PROVISION FOR EMPLOYEES ON CESSATION OF BUSINESS
176

Provision for employees on cessation of business176.1 The Board may decide to make provisions for the benefit of persons employed orformerly employed by the Company or any of its subsidiaries (other than a Director orformer Director or shadow Director) in connection with the cessation or transfer toany person of the whole or part of the undertaking of the Company or that subsidiary.
WINDING UP
177

Winding up

177.1 If the Company is wound up, the liquidator may, with the sanction of a special
resolution of the Company and any other sanction required by the Acts, 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 carriedout as between the members or different classes of members. The liquidator may,with the like sanction, vest the whole or any part of the assets in trustees upon such
trusts for the benefit of the members as he with the like sanction determines, but nomember shall be compelled to accept any assets upon which there is a liability.

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INDEMNITY
178

Indemnity

178.1 Subject to the provisions of the Acts but without prejudice to any indemnity for whicha Director may otherwise be entitled, a relevant Director may be indemnified out of
the Company's assets against any liability (other than a liability to the Company or an
associated company) which that director incurs in connection with:
178.1.1

civil proceedings in relation to the Company or an associated company(other than a liability incurred in defending proceedings brought by theCompany or an associated company in which final judgment is given
against the directors);

178.1.2

criminal proceedings in relation to the Company or an associatedcompany (other than a fine imposed in such proceedings, or a liability
incurred in defending proceedings in which the Director is convicted andthe conviction is final);

178.1.3

regulatory action taken by or a regulatory investigation by a regulatory
authority in relation to the Company or an associated company (unless asum is payable to a regulatory authority by way of a penalty in respect of
non-compliance with any requirement of a regulatory nature (howeverarising));178.1.4

any application for relief:(i)under section 661(3) or (4) of the Act (power of court to grant relief
in case of acquisition of shares by innocent nominee); or(ii)

section 1157 of the Act (general power of court to grant relief incase of honest and reasonable conduct), unless the court refuses
to grant the Director relief and the refusal of relief is final; or

178.1.5

civil proceedings in relation to an occupational pension scheme (asdefined in section 235(6) of the Act) of which the Company is a trustee inrespect of liability incurred in connection with the Company's activities asa trustee of the scheme (other than a fine imposed in criminal
proceedings, a sum payable to a regulatory authority by way of a penalty
in respect of non-compliance with any requirement of a regulatory nature

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(however arising) or a liability incurred in defending proceedings in which
the Director is convicted and the conviction is final).
178.2 For the purposes of this Article 178:
178.2.1

a judgment, conviction or refusal of relief becomes final:(i)

if not appealed against, at the end of the period for bringing anappeal, or(ii)

if appealed against, at the time when the appeal (or any further
appeal) is disposed of;

178.2.2

an appeal is disposed of:(i)

if it is determined and the period for bringing any further appeal
has ended, or(ii)
178.2.3

if it is abandoned or otherwise ceases to have effect;

companies are associated if one is a subsidiary of the other or both are
subsidiaries of the same body corporate;

178.2.4

a “relevant Director” means any current or former Director, secretary or
executive officer of the Company; and178.2.5a “liability” means all costs, charges, losses, damages, expenses,
penalties and liabilities of any kind including, in particular, legal andprofessional costs incurred in defending any proceedings (whether
criminal, civil, administrative or judicial) or appearing before any court,
tribunal, government authority or similar body.

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