INDEXPRELIMINARY .................................................................................................................. 1
1.
REGULATIONS INAPPLICABLE ......................................................................... 1
2.
DEFINITIONS AND INTERPRETATION .............................................................. 1
2.1
Definitions .............................................................................................. 1
2.2
Interpretation .......................................................................................... 2
3.
LIMITED LIABILITY ............................................................................................. 2
4.
CHANGE OF NAME ............................................................................................ 2
5.
PURCHASE OF OWN SHARES .......................................................................... 2
5.1
Manner of Purchase ............................................................................... 2
5.2
No Variation ........................................................................................... 2
6.
VARIATION OF RIGHTS ..................................................................................... 3
6.1
Class Consents ...................................................................................... 3
6.2
Class Meetings ....................................................................................... 3
6.3
Variation of Special Rights ..................................................................... 3
7.
ISSUE OF SHARES ............................................................................................ 3
8.
ALTERATION OF CAPITAL ................................................................................. 3
8.1
Basis of Share Issues ............................................................................. 3
8.2
Share Warrants ...................................................................................... 3
8.3
Fractional Holdings................................................................................. 3
9.
ALLOTMENT ....................................................................................................... 4
9.1
Allotment and Disposal of Shares ........................................................... 4
9.2
Authority to Allot Shares and Grant Rights ............................................. 4
9.3
Statutory Pre-emption Rights.................................................................. 4
9.4
Renewal, Modification and Revocation ................................................... 4
9.5
Special Rights ........................................................................................ 5
10.
RENUNCIATION OF ALLOTMENT...................................................................... 5
11.
SHARE ISSUE COMMISSIONS .......................................................................... 5
12.
TRUSTS AFFECTING SHARES .......................................................................... 5
CALLS ON SHARES ......................................................................................................... 5
13.
MAKING OF CALLS ............................................................................................ 5
14.
TIME OF CALL .................................................................................................... 615.
LIABILITY OF JOINT HOLDERS ......................................................................... 6
16.
INTEREST ........................................................................................................... 6
17.
SUMS PAYABLE UNDER TERMS OF ISSUE OF SHARES................................ 618.
DIFFERENTIATION BETWEEN MEMBERS ........................................................ 6
19.
PAYMENTS IN ADVANCE .................................................................................. 6
FORFEITURE AND LIEN .................................................................................................. 6
20.
NOTICES OF NON-PAYMENT ............................................................................ 6
21.
NOTICE OF FORFEITURE .................................................................................. 7
22.
FORFEITURE ...................................................................................................... 7
23.
FORFEITED SHARES ......................................................................................... 7
24.
MEMBER’S LIABILITY ON FORFEITURE ........................................................... 7
25.
COMPANY’S LIEN ............................................................................................... 7
26.
SALE UNDER LIEN ............................................................................................. 7
27.
APPLICATION OF SALE PROCEEDS ................................................................ 828.
TITLE TO SHARES SOLD ................................................................................... 8
CERTIFICATES................................................................................................................. 88786224v2/000282.000308 - LAYTONS29.

CERTIFICATES ................................................................................................... 8
29.1
Share Certificates ................................................................................... 8
29.2
Execution and Contents of Certificate..................................................... 8
29.3
Replacement Certificate ......................................................................... 8
29.4
Split Certificates ..................................................................................... 929.5
Consolidated Certificates........................................................................ 9
29.6
Joint Holdings......................................................................................... 929.7
Transfer of Shares without Written Instrument ........................................ 9
29.8
Uncertificated Shares ............................................................................. 9
29.9
Disapplication of Articles ........................................................................ 929.10 Uncertificated Shareholder ..................................................................... 9
TRANSFER AND TRANSMISSION OF SHARES ........................................................... 1030.
FORM OF TRANSFERS .................................................................................... 10
31.
EXECUTIONS OF TRANSFERS ....................................................................... 1032.
REGISTRATION OF TRANSFERS .................................................................... 10
32.1
Directors Power to Refuse Registration ................................................ 10
32.2
Requirements for Registration .............................................................. 10
32.3
Disfranchised Shares ........................................................................... 10
32.4
Notice of Refusal to Transfer ................................................................ 1033.
RETENTION OF TRANSFERS .......................................................................... 1134.
SUSPENSION OF REGISTRATION .................................................................. 1135.
NO REGISTRATION FEES................................................................................ 11
36.
RECOGNITION OF RENUNCIATION OF ALLOTMENTS ................................. 1137.
SUCCESSION ON DEATH ................................................................................ 1138.
DEALINGS ON DEATH AND BANKRUPTCY .................................................... 1139.
ENTITLEMENT ON DEATH ............................................................................... 1140.
UNTRACED SHAREHOLDERS ......................................................................... 12
40.1
Company's Power of Sale .................................................................... 12
40.2
Mechanics of Sale ................................................................................ 12
STOCK ............................................................................................................................ 1241.
CONVERSION ................................................................................................... 12
42.
TRANSFER OF STOCK .................................................................................... 13
43.
RIGHTS OF STOCKHOLDERS ......................................................................... 1344.
GENERAL MEETINGS ...................................................................................... 13
44.1
Convening of General Meetings ........................................................... 13
44.2
Notice ................................................................................................... 13
45.
NOTICES OF GENERAL MEETINGS................................................................ 13
45.1
Contents of Notices .............................................................................. 13
45.2
Annual General Meetings ..................................................................... 13
45.3
Nature of Business ............................................................................... 13
45.4
Special Resolutions .............................................................................. 14
45.5
Auditors ................................................................................................ 14
46.
BUSINESS AT GENERAL MEETINGS .............................................................. 14
47.
MEMBERS REQUISITIONS .............................................................................. 14
PROCEEDINGS AT GENERAL MEETINGS ................................................................... 14
48.
PROCEEDINGS AT GENERAL MEETINGS...................................................... 14
48.1
Quorum ................................................................................................ 14
48.2
Absence of Quorum ............................................................................. 1449.
FORM OF MEETING ......................................................................................... 1450.
CHAIRMAN OF MEETINGS .............................................................................. 1551.
ADJOURNMENTS ............................................................................................. 158786224v2/000282.000308 - LAYTONS

52.
53.
54.

AMENDMENTS ................................................................................................. 15
FORM OF VOTING............................................................................................ 15
POLL ................................................................................................................. 15
54.1
Demand for Poll.................................................................................... 15
54.2
Withdrawal of Demand for Poll ............................................................. 16
55.
CONDUCT OF POLL ......................................................................................... 16
56.
TIME OF POLL .................................................................................................. 16
57.
CONTINUANCE OF BUSINESS ........................................................................ 16
58.
WEBSITE........................................................................................................... 1659.
SECURITY AND OTHER MATTERS AT GENERAL MEETINGS ...................... 16
59.1
Security ................................................................................................ 16
59.2
Simultaneous Meeting .......................................................................... 16
59.3
Varying Arrangements .......................................................................... 1760.
VOTES OF MEMBERS ...................................................................................... 1760.1
Votes .................................................................................................... 17
60.2
Joint Holders ........................................................................................ 17
61.
MENTAL INCAPACITY ...................................................................................... 17
62.
OBJECTIONS TO VOTES ................................................................................. 17
63.
MANNER OF VOTING ....................................................................................... 1764.
DISFRANCHISEMENT ...................................................................................... 18
64.1
Direction Notice .................................................................................... 18
64.2
Additional Directions ............................................................................. 18
64.3
Copies of Direction Notice .................................................................... 18
64.4
Currency of Direction Notice ................................................................. 1864.5Interpretation ........................................................................................ 18
64.6
Freedom from Interests ........................................................................ 19
64.7
Statutory Rights .................................................................................... 19
65.
PROXIES ........................................................................................................... 19
65.1
Voting by Proxy .................................................................................... 19
65.2
Multiple Proxies .................................................................................... 19
65.3
Show of Hands ..................................................................................... 19
65.4
Form and Execution ............................................................................. 20
65.5
Identity of Proxy.................................................................................... 20
65.6
Application to Adjournments ................................................................. 20
66.
LODGEMENT WITH COMPANY ....................................................................... 2067.
POWER OF PROXY .......................................................................................... 20
68.
REVOCATION ................................................................................................... 20
69.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS .............. 21
69.1
Appointment ......................................................................................... 21
69.2
Multiple Corporate Representatives...................................................... 21
DIRECTORS ................................................................................................................... 21
70.
NUMBER ........................................................................................................... 21
71.
VACANCIES ...................................................................................................... 21
72.
SHARES AND GENERAL MEETINGS .............................................................. 2172.1
No Share Qualification.......................................................................... 21
72.2
General Meetings ................................................................................. 21
DIRECTORS' REMUNERATION ..................................................................................... 2273.
ORDINARY REMUNERATION .......................................................................... 22
74.
EXECUTIVE REMUNERATION ......................................................................... 2275.
EXPENSES ....................................................................................................... 2276.
PENSIONS ........................................................................................................ 228786224v2/000282.000308 - LAYTONS77.

EXECUTIVE OFFICE......................................................................................... 22
77.1
Appointment ......................................................................................... 22
77.2
Termination of Directorship .................................................................. 2278.
DELEGATION OF POWERS ............................................................................. 23
79.
PRESIDENT ...................................................................................................... 23
APPOINTMENT AND RETIREMENT OF DIRECTORS................................................... 23
80.
TERMINATION OF OFFICE .............................................................................. 23
81.
RETIREMENT ................................................................................................... 23
81.1
Retirement by Rotation ......................................................................... 23
81.2
Selection for Retirement ....................................................................... 24
81.3
Eligibility for Re-election ....................................................................... 24
82.
FILLING OF VACATED OFFICE ........................................................................ 24
83.
GENERAL POWER OF APPOINTMENT ........................................................... 24
84.
SEPARATE RESOLUTIONS FOR APPOINTMENT .......................................... 24
85.
ELIGIBILITY AND NOTICE OF CANDIDACY .................................................... 25
86.
REMOVAL ......................................................................................................... 25
87.
DIRECTORS POWER TO APPOINT ................................................................. 25
88.
ALTERNATE DIRECTORS ................................................................................ 25
88.1
Appointment ......................................................................................... 25
88.2
Termination of Appointment ................................................................. 25
88.3
Powers of Alternate .............................................................................. 25
88.4
Alternate's Interests and Remuneration ................................................ 26
88.5
Recognition of Alternate ....................................................................... 26
89.
PROCEEDINGS OF DIRECTORS ..................................................................... 26
89.1
Directors Meetings ............................................................................... 26
89.2
Quorum ................................................................................................ 26
90.
VOTING ............................................................................................................. 26
91.
DECLARATION OF INTERESTS ....................................................................... 26
92.
CONFLICTS OF INTEREST .............................................................................. 27
92.1
Conflicts ............................................................................................... 27
92.2
Authorisation ........................................................................................ 28
92.3
Board Authorisation .............................................................................. 28
92.4
Amendment .......................................................................................... 29
92.5
Interpretation ........................................................................................ 29
92.6
Specific Relaxation of Voting Restrictions............................................. 29
92.7
Interests in One Per Cent Shareholdings ............................................. 29
92.8
Decisions upon Director's Material Interest........................................... 29
93.
RESOLUTIONS ON APPOINTMENTS .............................................................. 30
94.
ELECTION OF OFFICERS ................................................................................ 30
95.
CHAIRMAN OF MEETINGS .............................................................................. 30
96.
WRITTEN RESOLUTIONS ................................................................................ 30
97.
TELEPHONIC MEETINGS ................................................................................ 30
98.
DEFECT IN FORM ............................................................................................ 30
99.
COMMITTEES ................................................................................................... 31
99.1
Delegation to Committees .................................................................... 31
99.2
Regulation of Committee Proceedings ................................................. 31
100.
DIVISIONS, LOCAL BOARDS AND REGIONS.................................................. 31
100.1 Establishment....................................................................................... 31
100.2 Divisions ............................................................................................... 31
100.3 Divisional Boards.................................................................................. 31
100.4 Local Divisional Directors ..................................................................... 32

8786224v2/000282.000308 - LAYTONS101.

ASSOCIATE DIRECTORS ................................................................................ 32
101.1 Appointment ......................................................................................... 32
101.2 Status ................................................................................................... 32
101.3 Term of Office ...................................................................................... 32
101.4 Delegation of Powers ........................................................................... 32
101.5 Meetings .............................................................................................. 32
101.6 Remuneration ....................................................................................... 32
102.
BORROWING POWERS ................................................................................... 32
102.1 General Power ..................................................................................... 32
102.2 Restrictions on Power .......................................................................... 33
102.3 "Borrowings" ......................................................................................... 33
102.4 "Cash Deposits" ................................................................................... 35
102.5 Currency Positions ............................................................................... 35
102.6 Acquisitions .......................................................................................... 36
102.7 Temporary Excess ............................................................................... 36
102.8 Auditors Certificate ............................................................................... 36
102.9 Third Parties ......................................................................................... 36
GENERAL POWERS OF DIRECTORS ........................................................................... 36
103.
GENERAL AUTHORITY .................................................................................... 36
104.
PROVISION FOR EMPLOYEES ........................................................................ 37
105.
APPOINTMENT OF ATTORNEYS..................................................................... 37
106.
OVERSEAS SHAREHOLDERS ......................................................................... 37
107.
NEGOTIABLE INSTRUMENTS ......................................................................... 37
SECRETARY................................................................................................................... 37
108.
APPOINTMENT, TERMS AND REMOVAL ........................................................ 37
109.
JOINT AND ASSISTANT SECRETARIES ......................................................... 37
110.
SEALS AND EXECUTION OF DOCUMENTS ................................................... 38
110.1 Power to Have Seal.............................................................................. 38110.2 Use of Seal........................................................................................... 38
110.3 Execution of Documents....................................................................... 38
DOCUMENTS ................................................................................................................. 38111.
POWER TO AUTHENTICATE ........................................................................... 38112.
CERTIFIED MINUTES ....................................................................................... 38
113.
DESTRUCTION OF DOCUMENTS ................................................................... 38
RESERVES ..................................................................................................................... 39
114.
ESTABLISHMENT AND APPLICATION ............................................................ 39
115.
DIVIDENDS ....................................................................................................... 39
115.1 Declaration ........................................................................................... 39
115.2 Fixed and Interim Dividends ................................................................. 39
115.3 Entitlement and Apportionment ............................................................ 40
115.4 Record Date ......................................................................................... 40
116.
PRE-ACQUISITION PROFITS ........................................................................... 40
117.
SHARE PREMIUM ACCOUNT .......................................................................... 40
118.
NO INTEREST PAYABLE .................................................................................. 40
119.
DEDUCTIONS AND LIENS................................................................................ 40
119.1 Deduction of Calls ................................................................................ 40
119.2 Exercise of Lien .................................................................................... 40
120.
DISFRANCHISED SHARES .............................................................................. 40
121.
SHARES SUBJECT TO TRANSMISSION ......................................................... 41
122.
UNCLAMED DIVIDENDS .................................................................................. 41
122.1 Unclaimed Dividends ............................................................................ 418786224v2/000282.000308 - LAYTONS

122.2 Power to Withhold ................................................................................ 41
123.
DIVIDEND WAIVERS ........................................................................................ 41
124.
DIVIDENDS ....................................................................................................... 41
124.1 Dividends in Specie .............................................................................. 41
124.2 Scrip Dividends .................................................................................... 41
125.
PAYMENT OF DIVIDENDS ............................................................................... 42
125.1 Manner of Payment .............................................................................. 42
125.2 Returned Cheques or Warrants ............................................................ 42
126.
JOINT HOLDERS .............................................................................................. 43
CAPITALISATION OF PROFITS AND RESERVES......................................................... 43
127.
POWER OF CAPITALISATION ......................................................................... 43
128.
IMPLEMENTATION BY DIRECTORS................................................................ 43
MINUTES AND BOOKS .................................................................................................. 43
129.
MINUTES OF PROCEEDINGS.......................................................................... 44
130.
STATUTORY REGISTERS ................................................................................ 44
131.
FORM OF RECORDS........................................................................................ 44
ACCOUNTS .................................................................................................................... 44
132.
BOOKS OF ACCOUNT...................................................................................... 44
133.
PREPARATION AND SUBMISSION OF ACCOUNTS ....................................... 44
134.
SUMMARY FINANCIAL STATEMENTS ............................................................ 44
135.
DESPATCH OF ACCOUNTS............................................................................. 44
136.
INFORMATION ON INVESTMENTS ................................................................. 45
AUDITORS ...................................................................................................................... 45
137.
APPOINTMENT AND DUTIES........................................................................... 45
138.
DEFECTIVE APPOINTMENT ............................................................................ 45
139.
GENERAL MEETINGS ...................................................................................... 45
140.
NOTICES DOCUMENTS AND COMMUNICATIONS ......................................... 45
140.2 Website ................................................................................................ 45
140.3 Hard Copy Documents ......................................................................... 46
140.4 Time of Service .................................................................................... 46
141.
JOINT HOLDINGS ............................................................................................. 46
142.
DEATH OR BANKRUPTCY ............................................................................... 46
143.
ABSENCE OF U.K. ADDRESS .......................................................................... 47
144.
POSTAL NOTICE OF MEETING ....................................................................... 47
145.
UNTRACEABLE MEMBERS.............................................................................. 47
146.
OVERRIDING STATUTORY REQUIREMENTS ................................................ 47
147.
WINDING-UP ..................................................................................................... 47
INDEMNITY ..................................................................................................................... 48
148.
INDEMNITY ....................................................................................................... 48
149.
LIABILITY INSURANCE..................................................................................... 48
SECRECY ....................................................................................................................... 48
150.
SECRECY ......................................................................................................... 48

8786224v2/000282.000308 - LAYTONSTHE COMPANIES ACT 1985 - 2006
PUBLIC COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONofOXFORD INSTRUMENTS plc
as adopted by a special resolution passed on 14 September 2010PRELIMINARY
1.

REGULATIONS INAPPLICABLE
No regulations contained in any statute or subordinate legislation, including theregulations contained in the Companies (Model Articles) Regulations 2008, or in
the Companies (Tables A to F) Regulations 1985 and the regulations contained in
the Schedule to it or any replacement or similar regulations shall apply to theCompany.

2.
2.1

DEFINITIONS AND INTERPRETATION
Definitions
In these Articles, if not clearly inconsistent with the subject or context, the words inthe first column of the following table have the meaning set against them in thesecond column:“The Act”
The Companies Act 2006 unless otherwise
stated;“These Articles”
These Articles of Association as originally
framed, or as from time to time altered by Special
Resolution or where permitted Ordinary
Resolution;“The Auditors”
The auditors of the Company in office at therelevant time;“The Board” or “the Directors” The Board of Directors of the Company or any
duly constituted committee thereof“Dividend”
Dividend and/or bonus;“Electronic Communication”
Any document, information or communication
sent or supplied in electronic form within themeaning of Section 1168 of the Act (and whether
from one person to another, from one device toanother, or from a person to a device or from adevice to a person);“In Writing”
Written or produced by any substitute for writing
including text contained within an electronic
communication (or partly one and partly another)in any legible and non-transitory form;“The London Stock Exchange” The London Stock Exchange plc;
“Member”
A person registered as a member of theCompany at the relevant time;“Month”
Calendar month;“Office”
The Registered Office of the Company at therelevant time;“Paid”
Paid or credited as paid
“The Regulations”
The Uncertified Securities Regulations 2001 (SI18786224v2/000282.000308 - LAYTONS“The Seal”“The Statutes”

2.2

2001/3755);
The Common Seal of the Company (if any) or
any official seal of the Company which it may bepermitted to have under the Statutes;
The Act and every other statute in force at therelevant time concerning companies (includingorders, regulations or other subordinate
legislation made under those Acts or statutes), so
far as they apply to the Company;
Great Britain and Northern Ireland;
Calendar Year

“The United Kingdom”“Year”
Interpretation
2.2.1"debenture" and "debenture-holder" respectively include "debenture
stock" and "debenture stockholder".
2.2.2"Secretary" includes any person appointed by the Directors to perform
any of the duties of the Secretary and, if two or more persons areappointed to act as Joint Secretaries or any person or persons areappointed to assist the Secretary, includes any one of those persons.
2.2.3"Director", "Chairman" and "Deputy Chairman" means any person at therelevant time appointed to and holding the respective office in accordancewith these Articles.
2.2.4
All those provisions of these Articles applicable to paid-up shares shallapply to stock and the word "share" and "shareholder" shall be construed
accordingly.
2.2.5
If not clearly inconsistent with the subject or context or an express
definition contained in these Articles, any words or expressions defined in
the Statutes shall have the same meaning in these Articles.
2.2.6
References to statutory provisions include references to any statutory
extension, modification or re-enactment of the same in force at therelevant time.
2.2.7
Each gender shall include each other gender and the singular the pluraland vice versa.
2.2.8
Headings and marginal notes shall be ignored in interpretation.

3.

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

4.

CHANGE OF NAMEThe Company may change its name by resolution of the Board.

5.
5.1

PURCHASE OF OWN SHARESManner of Purchase
Neither the Company nor the Board shall be required to select the shares to bepurchased ratably, or in any particular manner, as between the holders of sharesof the same class, or as between them and the holders of shares of any otherclass, or in accordance with the rights as to dividends or capital conferred by any
class of shares.
No Variation
Any lawful purchase by the Company of its own shares of any class shall bedeemed not to be a variation of the rights of the holders of that or any other classof shares in the capital of the Company unless otherwise expressly provided bythese Articles or by the rights attached to the shares of that or such other class ofshares.

5.2

28786224v2/000282.000308 - LAYTONS

6.
6.1

6.2

6.3

VARIATION OF RIGHTSClass Consents
Subject to the provisions of the Statutes, whenever the share capital of theCompany is divided into different classes of shares, the special rights attached to
any class may be varied or abrogated either with the consent in writing of theholders of three-fourths in nominal value of the issued shares of the class, or withthe sanction of a Special Resolution passed at a separate General Meeting of theholders of the shares of the class (but not otherwise) and may be so varied or
abrogated either whilst the Company is a going concern or during or incontemplation of a winding up.
Class Meetings
To every such separate General Meeting all the provisions of these Articles
relating to General Meetings of the Company and to the proceedings thereat shallmutatis mutandis apply, except that the necessary quorum shall be two persons
holding or representing by proxy at least one-third in nominal amount of the issued
shares of the class (but so that if at any adjourned meeting a quorum as above
defined is not present, any one holder of shares of the class present in person orby proxy shall be a quorum) and that any holder of shares of the class present inperson or by proxy may demand a poll, and that every such holder shall on a poll
have one vote for every share of the class held by him.
Variation of Special Rights
The provisions of this Article shall apply to the variation or abrogation of thespecial rights attached to some only of the shares of any class as if each group ofshares of the class differently treated formed a separate class whose special rights
are to be varied.

7.

ISSUE OF SHARES
The rights attached to any class of shares having preferential rights shall not(unless otherwise expressly provided by the terms of their issue) be deemed to bevaried by the creation or issue of further shares ranking as regards participation in
the profits or assets of the Company in some or all respects pari passu therewith
but in no respect in priority thereto.

8.
8.1

ALTERATION OF CAPITAL
Basis of Share Issues
All new shares shall in all respects be subject to the provisions of the Statutes andof these Articles.
Share Warrants
The Directors may at their discretion issue transferable share warrants on thewritten application of the registered holder of any shares in the Company andmake provision by the issue of coupons or otherwise for the payment of future
dividends on such shares. The bearer of such a warrant will be deemed amember of the Company and will enjoy all normal privileges and rights incidental
thereto on depositing that warrant with the Company. If a warrant is defaced, worn
out, lost or destroyed, the Directors may cause a replacement warrant to be issued
if and only if the old warrant is delivered to the Company for retention or upon their
being satisfied beyond reasonable doubt that the original has been destroyed, andany such replacement warrant may be issued on such terms as to evidence andindemnity and the payment of any exceptional out of pocket expenses of theCompany in investigating evidence and preparing such indemnity as the Directors
think fit.
Fractional Holdings
If as a result of any consolidation, division or sub-division of shares or any issue ofshares or other matter gives or would give rise to any fractional shareholding orother difficulty, the Directors may resolve the matter as they see fit and in

8.2

8.3

3
8786224v2/000282.000308 - LAYTONS

particular without limitation may arrange for the sale of any fractional entitlement
for the account of the Member or Members concerned and may empower any
person to effect any such sale and transfer the fractional shares to any purchaser
or other person, who shall not be concerned with the regularity of the proceedings
and shall receive a good title.
9.
9.1

9.2

9.3

9.4

ALLOTMENT
Allotment and Disposal of Shares
Subject to the Statutes, these Articles and any resolution of the Company the
Directors may offer, allot (with or without conferring a right of renunciation), grant
options over or otherwise deal with or dispose of any shares to such persons, atsuch times and generally on such terms as the Board may decide.
Authority to Allot Shares and Grant Rights
The Company may from time to time by ordinary resolution authorise, in
accordance with section 551 of the Act, the Board to exercise all the powers of theCompany to allot shares in the Company or to grant rights to subscribe for or toconvert any security into shares in the Company and:
9.2.1
on the passing of the resolution the Board shall be generally andunconditionally authorised to allot such shares or grant such rights up to
the maximum nominal amount specified in the resolution; and9.2.2
unless previously revoked the authority shall expire on the day specified
in the resolution (not being more than five years from the date on which
the resolution is passed);
but any authority given under this Article shall allow the Company, before theauthority expires, to make an offer or agreement which would or might require
shares to be allotted or rights to be granted after it expires.
Statutory Pre-emption Rights
Subject to the provisions of this Article 9.3 and where the Board has generalauthority under Article 9.2, the Company by special resolution may authorise theBoard to allot equity securities (as defined in section 560 of the Act) for cash.
Upon the passing of the special resolution the Directors shall be authorised to allot
such equity securities for cash as if section 561(1) of the Act did not apply to any
such allotment, provided that the power shall be limited to:
9.3.1
allotments made for the purpose of, or in connection with an offer (by any
person) of equity securities to the holders of the issued ordinary shares in
the capital of the Company, where the securities respectively attributable
to the interests of such holders are proportionate (as nearly as may be) tothe respective numbers of ordinary shares held by such holders. Suchallotments may be made subject to such exclusions or otherarrangements as the Directors consider appropriate, necessary or
expedient to deal with any fractional entitlements or with any legal orpractical difficulties arising under the laws of any territory or therequirements of any regulatory body or recognised investment exchange
or otherwise; and9.3.2
the allotment (otherwise than pursuant to Article 9.3.1) of equity
securities having an aggregate nominal value not exceeding the sum
specified in the special resolution (and if no sum is specified, the special
resolution shall be ineffective for the purposes of this Article 9.3.2).
Renewal, Modification and Revocation
The authorities and powers conferred by or pursuant to Articles 9.2and 9.3,
whether as originally granted or as from time to time renewed, may be revoked orvaried by the Company in general meeting at any time or times.

48786224v2/000282.000308 - LAYTONS

9.5

Special Rights
Without prejudice to any special rights previously conferred on the holders of any
shares or class of shares for the time being issued, any share in the Company
may be issued with such preferred, deferred or other special rights, or subject tosuch restrictions, whether as regards dividend, return of capital, voting orotherwise, as the Company may from time to time by Ordinary Resolution
determine (or, in the absence of such determination, as the Directors may
determine) and subject to the provisions of the Statutes and of these presents andwithout limiting the foregoing provisions of this Article 9, the Directors may allot
and issue on such terms as they consider appropriate (as to terms, conditions andmanner of redemption) any shares which are, or at the option of the Company or
the holder are liable, to be redeemed and/or to be converted into any other classof share in the capital of the Company in existence at the relevant time or into any
other class of share in the capital of the Company (whether constituted by theterms of these presents or by their terms of issue or otherwise) the rights attached
to which are in no respect more favourable than those attached to any class ofshare in the capital of the Company in existence at the relevant time.

10.

RENUNCIATION OF ALLOTMENT
At any time after the allotment of any share but before any person has beenentered in the Register of Members as the holder of it, the Directors may
recognise a renunciation thereof by the allottee in favour of some other person andmay accord to any allottee of a share a right to effect such renunciation upon andsubject to such terms and conditions as the Directors may think fit to impose.

11.

SHARE ISSUE COMMISSIONSThe Company may exercise the powers of paying commissions conferred or
permitted by the Statutes. The rate per cent or the amount of the commission paidor agreed to be paid shall be disclosed in the manner required by the Statutes andshall not exceed 10 per cent of the price at which the shares in respect of which
the commission is paid are issued. The Company may also on any issue ofshares pay such brokerage as may be lawful. Any such commission may besatisfied in cash or by the allotment of fully paid or partly paid shares or the issueof share warrants carrying the right to subscribe for shares in the Company at a
specified price or partly in one way or partly in another.

12.

TRUSTS AFFECTING SHARES
Except as required by law, no person shall be recognised by the Company asholding any share upon trust and the Company shall not be bound by or compelledin any way to recognise any equitable, contingent, future or partial interest in any
share or any interest in any fractional part of a share or (except only as by these
Articles or by law otherwise provided) any other right in respect of any share,
except an absolute right to the entirety thereof in the registered holder.
CALLS ON SHARES

13.

MAKING OF CALLSThe Directors may from time to time make calls upon the Members in respect ofany monies unpaid on their shares (whether on account of the nominal value ofthe shares or, when permitted, by way of premium), subject to any terms of issue
whereby such monies are to be payable at fixed times, and (subject to being given
at least fourteen days' notice) each Member shall pay to the Company the amountcalled on his shares at the time or times and place specified in the notice. The
Director will be entitled to revoke or postpone a call. A person upon whom a call is58786224v2/000282.000308 - LAYTONSmade shall remain liable for all calls made upon him notwithstanding thesubsequent transfer of the shares in respect of which the call was made.
14.

TIME OF CALL
A call shall be deemed to have been made at the time when the resolution of the
Directors authorising the call was passed and may be made payable byinstalments.

15.

LIABILITY OF JOINT HOLDERSThe joint holders of a share shall be jointly and severally liable to pay all calls in
respect of that share.

16.

INTERESTIf a sum called in respect of a share is not paid before or on the day appointed for
payment, the person from whom the sum is due shall pay interest on the sum fromthe day appointed for payment to the time of actual payment at such rate, notexceeding 20 per cent per annum, as the Directors determine, but the Directors
shall be at liberty to waive payment of such interest wholly or in part.

17.

SUMS PAYABLE UNDER TERMS OF ISSUE OF SHARES
Any sum (whether on account of the nominal value of the share or by way ofpremium) which by the terms of issue of a share becomes payable upon allotment
or at any fixed or ascertainable date shall for all the purposes of these Articles bedeemed to be a call duly made and payable on the date on which, by the terms of
issue, the same becomes payable and in case of non-payment all the provisions ofthese Articles relating to payment of interest and expenses, forfeiture or otherwise
shall apply as if such sum had become payable by virtue of a call duly made andnotified.

18.

DIFFERENTIATION BETWEEN MEMBERS
The Directors may on the issue of shares differentiate between Members as to theamount of calls to be paid and the times of payment.

19.

PAYMENTS IN ADVANCEThe Directors may, if they think fit, receive from any Member willing to advance thesame all or any part of the monies (whether on account of the nominal value of theshares or by way of premium) uncalled and unpaid upon the shares held by him
and such payment in advance of calls shall extinguish so far as the same shallextend the liability upon the shares in respect of which it is made and theCompany may pay interest upon the money so received, or so much thereof as
from time to time exceeds the amount of the calls then made upon the sharesconcerned, at such rate (not exceeding 15 per cent per annum) as the Member
paying such sum and the Directors agree upon.
FORFEITURE AND LIEN

20.

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

68786224v2/000282.000308 - LAYTONS21.

NOTICE OF FORFEITURE
The notice shall name a further day (not being less than seven days from the dateof service of the notice) on or before which and the place where the payment
required by the notice is to be made and shall state that in the event of nonpayment in accordance with the notice the shares on which the call was made will
be liable to be forfeited.

22.

FORFEITURE
If the requirements of any such notice as aforesaid are not complied with, any
share in respect of which such notice has been given may at any time thereafter,
before payment of all calls and interest and expenses due in respect thereof havebeen made, be forfeited by a resolution of the Directors to that effect. Suchforfeiture shall include all dividends declared in respect of the forfeited share andnot actually paid before forfeiture. The Directors may accept a surrender of any
share liable to be forfeited hereunder.

23.

FORFEITED SHARES
Subject to the provisions of the Statutes, a share so forfeited or surrendered shallbe deemed to be the property of the Company and may be sold, re-allotted orotherwise disposed of, either to the person who was before such forfeiture or
surrender the holder thereof or entitled thereto or to any other person, upon suchterms and in such manner as the Directors think fit and at any time before a sale,
re-allotment or disposition the forfeiture or surrender may be cancelled on suchterms as the Directors think fit. The Directors may if necessary authorise someperson to transfer a forfeited or surrendered share to any such other person as
aforesaid.

24.

MEMBER’S LIABILITY ON FORFEITUREA Member whose shares have been forfeited or surrendered shall cease to be a
Member in respect of the shares but shall, notwithstanding the forfeiture or
surrender, remain liable to pay to the Company all monies which at the date offorfeiture or surrender were presently payable by him to the Company in respect of
the shares, with interest thereon at 20 per cent per annum (or such lower rate as
the Directors may approve) from the date of forfeiture or surrender until payment,
but the Directors may at their absolute discretion enforce payment without any
allowance for the value of the shares at the time of forfeiture or surrender or waive
payment in whole or in part.

25.

COMPANY’S LIEN
The Company shall have a first and paramount lien on every share not being afully paid share for all monies, whether presently payable or not, called or payable
at a fixed time in respect of such share. The Company's lien (if any) on a share
shall extend to all dividends payable thereon. The Directors may resolve that any
share for some specified period be exempt from the provisions of this Article.

26.

SALE UNDER LIEN
The Company may sell in such manner as the Directors think fit any share on
which the Company has a lien, but no sale shall be made unless some sum inrespect of which the lien exists is presently payable nor until the expiration of
fourteen days after a notice in writing stating and demanding payment of the sum
presently payable and giving notice of intention to sell in default shall have been
given to the holder for the time being of the share or the person entitled thereto byreason of his death or bankruptcy.

78786224v2/000282.000308 - LAYTONS27.

APPLICATION OF SALE PROCEEDSThe net proceeds of such sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debts or liabilities in respect
whereof the lien exists, so far as the same are presently payable, and (subject to alike lien for debts or liabilities not presently payable as existed upon the shares
sold prior to such sale) any residue shall be paid to the person entitled to theshares at the time of the sale. For giving effect to any such sale the Directors may
authorise some person to transfer the shares sold to the purchaser, and executionof the transfer by that person shall be deemed to be execution by the holder of theshares.

28.

TITLE TO SHARES SOLD
A statutory declaration in writing that the declarant is a Director or the Secretary of
the Company and that a share has been duly forfeited or surrendered or sold tosatisfy a lien of the Company on a date stated in the declaration shall beconclusive evidence of the facts therein stated as against all persons claiming to
be entitled to the share, and such declaration and the receipt of the Company forthe consideration (if any) given for the share on the sale, re-allotment or disposal
thereof, together with the share certificate delivered to a purchaser or allottee
thereof, shall (subject to the execution of the transfer if the same be required)constitute a good title to the share and the person to whom the share is sold, reallotted or disposed of shall be registered as the holder of the share and shall not
be bound to see to the application of the purchase money (if any) nor shall his title
to the share be affected by any irregularity or invalidity in the proceedings inreference to the forfeiture, surrender, sale, re-allotment or disposal of the share.
CERTIFICATES

29.
29.1

29.2

29.3

CERTIFICATES
Share Certificates
Except in the case of a London Stock Exchange nominee in respect of whom theCompany is not by law required to complete and have ready for delivery acertificate, every person whose name is entered as a Member in the Register ofMembers shall either be entitled without payment to receive within two months
after allotment or lodgment of transfer (or within such other period as the terms of
issue shall provide) one certificate for all his shares of any one class or, upon
payment of such reasonable out-of-pocket expenses for every certificate after the
first as the Directors shall from time to time decide, several certificates, each for
one or more of his shares of any one class. Where a Member transfers part onlyof the shares comprised in a certificate, the old certificate shall be cancelled and a
new certificate for the balance of such shares issued in lieu without charge.
Execution and Contents of Certificate
Every certificate for shares or debentures shall either be issued under the official
seal of the Company (if any) and affixed with the authority of the Directors, or be
executed in manner permitted by Article 110 and every certificate shall specify the
number and class of shares to which it relates and the amount paid up thereon
Provided That in the case of a share held jointly by several persons the Company
shall not be bound to issue more than one certificate therefor and delivery of acertificate to one of such persons shall be sufficient delivery to all.
Replacement Certificate
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed
without payment of any fee, on such terms (if any) as to evidence and indemnity
and the payment of any exceptional out-of-pocket expenses of the Company ininvestigating evidence and preparing such indemnity as the Directors think fit.

88786224v2/000282.000308 - LAYTONS

29.4

29.5

29.6

29.7

29.8

29.9

29.10

Split Certificates
If any member surrenders for cancellation a share certificate representing shares
held by him and requests the Company to issue in lieu two or more sharecertificates representing such shares in such proportions as he may specify, theDirectors may, if they think fit, comply with such request.
Consolidated Certificates
Any two or more certificates representing shares of any one class held by any
Member may at his request be cancelled and a single new certificate for suchshares issued in lieu without charge save reimbursement of out-of-pocket
expenses thereby incurred by the Company.
Joint Holdings
In the case of shares held jointly by several persons any such request may bemade by any one of the joint holders.
Transfer of Shares without Written Instrument
Subject always to the Regulations and to the facilities and requirements of therelevant system concerned, the board may resolve that any class of shares can beheld in uncertificated form and that title to such shares may be transferred bymeans of a relevant system; and the board may make arrangements for any classof shares to be held and transferred in this form. The board may also resolve thatshares of any class must cease to be held and transferred in uncertificated form.
Uncertificated Shares
In accordance with and subject to the Regulations, shares held in uncertificatedform may be changed to become shares held in certificated form, and shares heldin certificated form may be changed to become shares held in uncertificated form.
Disapplication of Articles
No provision of these Articles shall apply to shares of any class held in
uncertificated form to the extent that it is in any respect inconsistent with:
29.9.1 the holding of shares of that class in uncertificated form;
29.9.2 the transfer of title to shares of that class by means of a relevant system;or
29.9.3 any provision of the Regulations.
Uncertificated Shareholder
Where any class of shares is a participating security and the Company is entitledunder any provision of the Acts, the Regulations or these articles to sell, transfer orotherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce
a lien over a share held in uncertificated form, the Company shall be entitled,
subject to the provisions of the Acts, the Regulations, these articles and thefacilities and requirements of the relevant system:
29.10.1 to require the holder of that uncertificated share by notice to change thatshare into certificated form within the period specified in the notice and to
hold that share in certificated form for so long as required by theCompany;
29.10.2 to require the holder of that uncertificated share by notice to give any
instructions necessary to transfer title to that share by means of therelevant system within the period specified in the notice;29.10.3 to require the holder of that uncertificated share by notice to appoint any
person to take any step, including without limitation the giving of any
instructions by means of the relevant system, necessary to transfer thatshare within the period specified in the notice; and29.10.4 to take any action that the board considers appropriate to achieve thesale, transfer, disposal, forfeiture, re-allotment or surrender of that shareor otherwise to enforce a lien in respect of that share.

98786224v2/000282.000308 - LAYTONSTRANSFER AND TRANSMISSION OF SHARES
30.

FORM OF TRANSFERS
Subject to and save as permitted by Article 29.7 and the Relevant Laws referred totherein, all transfers of shares may be effected by transfer in writing in the usualcommon form, or in such other form as the Directors may accept, and may beunder hand only.

31.

EXECUTIONS OF TRANSFERS
Subject to and save as permitted by Article 29.7 and the Relevant Laws referred totherein, the instrument of transfer of a share shall be signed by or on behalf of thetransferor and in the case of a transfer of partly paid shares shall be signed byboth the transferor and the transferee. The transferor shall be deemed to remain
the holder of the share until the name of the transferee is entered in the Registerof Members in respect thereof Provided That the Directors may dispense with theexecution of the instrument of transfer by the transferee in any case in which they
think fit in their discretion so to do.

32.
32.1

REGISTRATION OF TRANSFERS
Directors Power to Refuse Registration
The Directors may, in their absolute discretion and without assigning any reason
therefor, decline to register any transfer of shares which are not fully paid sharesand they may also decline to register any transfer of shares on which theCompany has a lien, but they shall not otherwise decline to register any transfer
save pursuant to the next following Article 32.2 or as otherwise expressly provided
in these Articles.
Requirements for Registration
The Directors may not decline to recognise any instrument of transfer of shares
which are quoted, whether fully or partly paid provided that, subject to Article 29.7:
32.2.1 the instrument of transfer duly executed and stamped is deposited at the
Office or at such other place (if any) as the Directors may appointaccompanied by the certificate for the shares to which it relates and suchother evidence as the Directors may reasonably require to show the rightof the transferor to make the transfer (and if the instrument of transfer is
executed by some other person on his behalf, the authority of that person
so to do) Provided That in the case of a transfer by a London Stock
Exchange nominee where no certificate has been issued in respect of theshares in question, the lodgment of a share certificate shall not be
required; and32.2.2 the instrument of transfer is in respect of only one class of share; and32.2.3 in the case of a transfer to joint holders, the number of joint holders towhom the share is to be transferred does not exceed four.
Disfranchised Shares
The Directors may refuse to register the transfer of any shares which are thesubject of a direction notice pursuant to Article 64 which contains a direction
pursuant to Article 64.2 unless the requirements in respect of transfer therein
specified have been complied with.
Notice of Refusal to Transfer
If the Directors refuse to register a transfer, they shall within two months after thedate on which the transfer was lodged with the Company send to the transferee
notice of the refusal.

32.2

32.3

32.4

10
8786224v2/000282.000308 - LAYTONS33.

RETENTION OF TRANSFERS
All instruments of transfer which are registered may be retained by the Company.
Any instrument of transfer not registered shall be returned to the person who
deposited it.

34.

SUSPENSION OF REGISTRATIONThe registration of transfers may be suspended at such times and for such periods
as the Directors determine, whether generally or in respect of any class of shares
Provided That such registration shall not be suspended for more than thirty days in
any year.

35.

NO REGISTRATION FEES
No fee shall be charged by the Company in respect of the registration of any
instrument of transfer, probate, letters of administration, certificate of marriage ordeath, stop notice, notice in lieu of distringas, power of attorney or other document
relating to or affecting the title to any shares or for making any entry in the register
affecting the title to any share or otherwise relating to any share.

36.

RECOGNITION OF RENUNCIATION OF ALLOTMENTS
Nothing in these Articles shall preclude the Directors from recognising arenunciation of the allotment of any share by the allottee in favour of some otherperson but the Directors shall not recognise such renunciation unless they believe
it to have been duly executed and stamped.

37.

SUCCESSION ON DEATH
In case of the death of a shareholder, the survivors or survivor where thedeceased was a joint holder and the executors or administrators of the deceased
where he was a sole or only surviving holder, shall be the only persons recognisedby the Company as having any title to his interest in the shares but nothing in this
Article shall release the estate of a deceased holder (whether sole or joint) fromany liability in respect of any share held by him.

38.

DEALINGS ON DEATH AND BANKRUPTCY
Upon supplying to the Company such evidence as the Directors may reasonably
require to show his title to the share, and subject as hereinafter provided, any
person becoming entitled to a share in consequence of the death or bankruptcy ofa Member may either be registered himself as holder of the share upon giving to
the Company notice in writing of such his desire, or transfer such share to someother person. All the limitations, restrictions and provisions of these Articles
relating to the right to transfer and the registration of transfers of shares shall beapplicable to any such notice or transfer as aforesaid as if the death or bankruptcyof the Member had not occurred and the notice or transfer were a transfer
executed by such Member. The Directors may at any time require such person
either to elect to be registered himself or to transfer the shares and if such person
fails to do either within such period (not being less than forty-two days) specified
by the Directors in their notice to such person, the Directors may thereafter
withhold dividends and other sums payable in respect of the shares until theirnotice is complied with.

39.

ENTITLEMENT ON DEATH
Save as otherwise provided by or in accordance with these Articles, a person
becoming entitled to a share in consequence of the death or bankruptcy of a
Member (upon supplying to the Company such evidence as the Directors may
reasonably require to show his title to the share) shall be entitled to the same
dividends and other advantages as those to which he would be entitled if he were

118786224v2/000282.000308 - LAYTONSthe registered holder of the share except that (save with the authority of the
Directors) he shall not be entitled in respect thereof to exercise any right conferredby membership in relation to meetings of the Company until he shall have beenregistered as a Member in respect of the share.
40.
40.1

40.2

UNTRACED SHAREHOLDERS
Company's Power of Sale
The Company shall be entitled to sell at the best price reasonably obtainable any
share or stock of a Member or any share or stock to which a person is entitled bytransmission if and provided that:40.1.1 for a period of twelve years no cheque or warrant sent by the Company
through the post in a pre-paid letter addressed to the Member or to theperson entitled by transmission to the share or stock at his address on theRegister or other the last known address given by the Member or the
person entitled by transmission to which cheques and warrants are to besent has been cashed and no communication has been received by theCompany from the Member or the person entitled by transmission
provided that in any such period of twelve years the Company has paid atleast three dividends whether interim or final and no such dividend has
been claimed; and40.1.2 the Company has at the expiration of the said period of twelve years, byadvertisement in both a leading London daily newspaper and in a
newspaper circulating in the area in which the address referred to inparagraph (a) of this Article is located, given notice of its intention to sellsuch share or stock; and40.1.3 the Company has not, during the further period of three months after thedate of the advertisement and prior to the exercise of the power of sale,received any communication from the Member or person entitled bytransmission; and40.1.4 the Company has first given notice in writing to the Quotations
Department of The London Stock Exchange of its intention to sell suchshares or stock.
Mechanics of Sale
To give effect to any such sale the Company may appoint any person to execute
as transferor an instrument of transfer of such share or stock and such instrumentof transfer shall be as effective as if it had been executed by the registered holder
of or person entitled by transmission to such share or stock and the title of thetransferee shall not be affected by any irregularity or invalidity in the application ofthis Article. The Company shall account to the Member or other person entitled tosuch share or stock for the net proceeds of such sale by carrying all monies inrespect thereof to a separate account which shall be a permanent debt of theCompany and the Company shall be deemed to be a debtor and not a trustee inrespect thereof for such Member or other person. Monies carried to such separate
account may either be employed in the business of the Company or invested insuch investments (other than shares of the Company or its holding company ifany) as the Directors may from time to time think fit. No interest shall be payable
in respect of such monies and the Company shall not be required to account forany money earned on the net proceeds of any investments of such monies.
STOCK

41.

CONVERSIONThe Company may by Ordinary Resolution both convert any paid-up shares into
stock and re-convert any stock into paid-up shares of any denomination.

128786224v2/000282.000308 - LAYTONS42.

TRANSFER OF STOCK
The holders of stock may transfer the same or any part thereof in the samemanner and subject to the same regulations as and subject to which the sharesfrom which the stock arose might previously to conversion have been transferred,or as near thereto as circumstances admit, but no stock shall be transferable
except in such units as the Directors may from time to time determine Provided
That such units shall not be greater than the aggregate nominal amount of theshares from which the stock arose.

43.

RIGHTS OF STOCKHOLDERS
The holders of stock shall, according to the amount of the stock held by them,
have the same rights, privileges and advantages as regards dividend, return ofcapital, voting and other matters as if they held the shares from which the stock
arose; but no such privilege or advantage (except as regards dividend and returnof capital) shall be conferred by an amount of stock which would not, if existing inshares, have conferred such privilege or advantage.
GENERAL MEETINGS

44.
44.1

44.2

45.
45.1

45.2

45.3

GENERAL MEETINGS
Convening of General Meetings
The Directors may whenever they think fit, and shall on a member's requisition inaccordance with the Statutes, convene a General Meeting.
NoticeSubject to Article 48.2, an Annual General Meeting shall be called by not less thantwenty-one clear days' notice in writing, and any other General Meeting by not lessthan fourteen clear days' notice in writing (exclusive in either case of the day on
which it is served or deemed to be served and of the day for which it is given)given in manner hereinafter mentioned to all Members on the Register of Members
at the date of issue of such notice other than those who are not under theprovisions of these Articles entitled to receive such notices from the Company
Provided That:
44.2.1 The accidental omission to give notice to, or the non-receipt of notice by,any person entitled thereto shall not invalidate the proceedings at any
General Meeting;
44.2.2 Any member present (in person or by proxy) at any meeting shall bedeemed to have received due notice of that meeting and of the purposes
for which it was convened; and44.2.3 sections 307(4) to 307(7) inclusive shall apply in respect of notice periods
for calling General Meetings.
NOTICES OF GENERAL MEETINGS
Contents of Notices
Every notice calling a General Meeting shall specify the place and the day andhour of the meeting and there shall appear with reasonable prominence in every
such notice a statement that a Member entitled to attend and vote is entitled toappoint a proxy or proxies to attend and vote instead of him and that a proxy neednot be a Member of the Company.
Annual General Meetings
In the case of an Annual General Meeting, the notice shall also specify themeeting as such.
Nature of Business
The notice of any General Meeting shall specify the general nature of the businessto be transacted at such General Meeting.

138786224v2/000282.000308 - LAYTONS

45.4

45.5

Special Resolutions
If at any General Meeting any resolution is to be proposed as a Special
Resolution, the notice shall contain a statement to that effect.
Auditors
Notice of any General Meeting shall be given to the Auditors and to those persons
specified in section 310 of the Act.

46.

BUSINESS AT GENERAL MEETINGS
No business may be transacted at any General Meeting save business the natureof which has been stated in the notice convening the meeting or, in the case of an
Annual General Meeting only, business which the Chairman in his discretion
admits as being ordinary business of the meeting.

47.

MEMBERS REQUISITIONSThe Directors shall on the requisition of Members in accordance with theprovisions of the Statutes, but subject as therein provided:
47.1.1 give to the Members entitled to receive notice of the next Annual General
Meeting notice of any resolution which may properly be moved and isintended to be moved at that meeting;
47.1.2 circulate to the Members entitled to have notice of any General Meeting,
any statement of not more than one thousand words with respect to thematter referred to in any proposed resolution or the business to be dealt
with at that meeting.
PROCEEDINGS AT GENERAL MEETINGS

48.
48.1

48.2

49.

PROCEEDINGS AT GENERAL MEETINGS
QuorumNo business shall be transacted at any General Meeting unless a quorum ispresent when the meeting commences and when the business is voted upon.
Two Members present in person or proxy or (being a corporation) acting by its
representative shall be a quorum for all purposes. For this purpose, all persons
appointed a proxy or corporate representative of the same Member shall bedeemed to be one Member.
Absence of Quorum
If within fifteen minutes (or such longer time not exceeding one hour as thechairman of the meeting may determine to wait) from the time appointed for a
General Meeting a quorum is not present, the meeting, if convened on therequisition of Members, shall be dissolved. In any other case it shall standadjourned to such other day and such time and place as may have been specified
for the purpose in the notice convening the meeting or (if not so specified) as the
Chairman of the meeting may determine and in the latter case not less than ten
clear days' notice of the adjourned meeting shall be given in like manner as in thecase of the original meeting. If at such adjourned meeting a quorum is not present
within fifteen minutes from the time appointed for holding the meeting, any two
members present in person or by proxy shall be a quorum failing which themeeting shall be dissolved.
FORM OF MEETING
Any meeting shall be held in a single location or in a number of locations linked byaudio-visual or other equipment so that each person attending the meeting is able
to hear and be heard by the other persons attending the meeting at any of its
locations and so that the proceedings at each location proceed simultaneously.

148786224v2/000282.000308 - LAYTONS50.

CHAIRMAN OF MEETINGSThe Chairman, failing whom the Deputy Chairman, shall preside as chairman at a
General Meeting. If there be no such Chairman or Deputy Chairman for the time
being in office, or if at any meeting neither be present within fifteen minutes after
the time appointed for holding the meeting and willing to act, the Directors present
shall choose one of their number (or, if no Director be present or if all the Directors
present decline to take the chair, the Members present shall choose one of their
number) to be chairman of the meeting.

51.

ADJOURNMENTS
The chairman of the meeting may, if he believes it to be impracticable to hold orcontinue the meeting, or with the consent of any General Meeting at which aquorum is present (and shall if so directed by the meeting) adjourn the meetingfrom time to time (or sine die) and from place to place, but no business shall betransacted at any adjourned meeting except business which might lawfully havebeen transacted at the meeting from which the adjournment took place. When ameeting is adjourned sine die or for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. If a meeting is
adjourned sine die, the time and place for the adjourned meeting shall be fixed by
the Directors. Save as aforesaid, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.

52.

AMENDMENTS
Any amendment to any Ordinary Resolution must be delivered to the Office notless than forty eight hours before the time of the meeting at which it is to be
proposed.
If an amendment shall be proposed to any resolution underconsideration but shall in good faith be ruled out of order by the chairman of themeeting, the proceedings on the substantive resolution shall not be invalidated byany error in such ruling. In the case of a resolution duly proposed as a Special
Resolution no amendment thereto (other than a mere clerical amendment tocorrect a patent error) may in any event be considered or voted upon.

53.

FORM OF VOTINGAt any General Meeting a resolution put to the vote of the meeting shall bedecided on a show of hands unless (before or on the declaration of the result of
the show of hands or upon the withdrawal of any other demand for a poll) a poll isduly demanded. Unless a poll be so demanded (and the demand be notwithdrawn) a declaration by the chairman of the meeting that a resolution has
been carried, or carried unanimously, or by a particular majority, or lost, and an
entry to that effect in the minute book shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded for or against such
resolution.

54.
54.1

POLL
Demand for Poll
Subject to the provisions of the Statutes a poll may be demanded by:
54.1.1 the chairman of the meeting; or54.1.2 not less than three Members present in person or by proxy and entitled tovote; or54.1.3 a Member or Members present in person or by proxy entitled to vote andrepresenting in aggregate not less than one-tenth of the total voting rights
of all the Members having the right to vote at the meeting; or54.1.4 a Member or Members present in person or by proxy and holding sharesin the Company conferring a right to vote at the meeting being shares on

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54.2

which an aggregate sum has been paid up equal to not less than one
tenth of the total sum paid up on all the shares conferring that right.
Withdrawal of Demand for PollA demand for a poll may be withdrawn with the consent of the chairman of themeeting at any time before the close of the meeting or the taking of the poll(whichever shall be earlier). If the demand for a poll is withdrawn and no further
demand for a poll is thereupon made, the result of any vote already taken on ashow of hands shall be effective.

55.

CONDUCT OF POLL
If a poll is duly demanded (and the demand be not withdrawn) it shall be taken insuch manner (including the use of ballot or voting papers or tickets and by post ornot) as the chairman of the meeting may direct and the result of a poll shall bedeemed to be the resolution of the meeting at which the poll was demanded. The
chairman of the meeting may (and if so directed by the meeting shall) appoint
scrutineers and may adjourn the meeting to some place and time fixed by him forthe purpose of declaring the result of the poll.

56.

TIME OF POLL
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
shall be taken either immediately or at such subsequent time (not being more than
thirty days from the date of the meeting) and place as the chairman of the meeting
may direct. No notice need be given of a poll not taken immediately.

57.

CONTINUANCE OF BUSINESSThe demand for a poll shall not prevent the meeting continuing for the transactionof any business other than the question on which the poll has been demanded.

58.

WEBSITEThe Company shall comply with the requirements of the Act regarding making
available on its website the results of a poll.

59.
59.1

SECURITY AND OTHER MATTERS AT GENERAL MEETINGS
Security
The Directors, the Chairman of the meeting, the secretary or any other person
authorised by the Board may direct that members or proxies for members whowish to attend any general meeting shall submit to such searches and/or comply
with such security arrangements or restrictions as in each case the Directors shall,in their absolute discretion, consider appropriate and may, in their absolute
discretion, consider appropriate and may, in their absolute discretion, refuse entry
to any member or proxy for a member who fails to comply with any such direction.
Simultaneous Meeting
In the case of any general meeting the Directors may, notwithstanding thespecification in the notice of the place of the general meeting ("the Principal
Place") at which the chairman of the meeting shall preside, make arrangements for
simultaneous attendance and participation at other places by members andproxies entitled to attend the meeting but excluded from the Principal Place under
the provisions of this Article 59. Such arrangements for simultaneous attendanceat the meeting may include arrangements regarding the level of attendance at the
Principal Place and the other places provided that they shall operate so that any
members and proxies excluded from attendance at the Principal Place are able toattend at one of the other places. For the purpose of all of the provisions of these
Articles any such meeting shall be treated as being held and taking place at the
Principal Place.

59.2

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Varying Arrangements
The Directors may, for the purpose of facilitating the organisation andadministration of any general meeting to which arrangements made under this
Article 59 apply, from time to time make arrangements, whether involving the issueof tickets (on a basis intended to offer to all members and proxies entitled to attend
the meeting an equal opportunity of being admitted to the Principal Place) or theimposition of some random means of selection or otherwise as they shall in theirabsolute discretion consider to be appropriate, and may from time to time vary any
such arrangements or make new arrangements in their place and the entitlementof any member or proxy to attend the meeting at the Principal Place shall be
subject to such arrangements as for the time being may be in force whether statedin the notice of the meeting to apply to that meeting or notified to the members
concerned subsequent to the provision of the notice of the meeting.

60.
60.1

VOTES OF MEMBERS
Votes
Subject to any special rights or restrictions as to voting attached by or inaccordance with these Articles to any class of shares, on a show of hands every
Member who is present in person or by proxy shall have one vote and on a poll
every Member who is present in person or by proxy shall have one vote for every
share of which he is the holder.
Joint Holders
In the case of joint holders of a share, the vote of the senior who tenders a vote,whether in person or by proxy, shall be accepted to the exclusion of the votes ofthe other joint holders and for this purpose seniority shall be determined by theorder in which the names stand in the Register of Members in respect of the joint
holding.

60.2

61.

MENTAL INCAPACITYA Member of unsound mind or in respect of whom or whose property an order has
been made by any court having jurisdiction in matters of mental incapacity may
vote, whether on a show of hands or on a poll, by his committee, receiver, curator
bonis or other person in the nature of a committee, receiver or curator bonis
appointed by such court, provided that such evidence as the Directors may requireof the authority of the person claiming to vote shall have been deposited at the
Office not less than forty-eight hours before the time appointed for holding themeeting or adjourned meeting or for the taking of the poll at which it is desired to
vote.

62.

OBJECTIONS TO VOTESNo objection shall be raised as to the admissibility of any vote or the correctnessof the result of any voting upon a resolution except at the meeting or adjourned
meeting at which the vote objected to is or may be given or tendered or the
resolution passed, and every vote not disallowed at such meeting and every
resolution declared thereat to be passed shall be valid for all purposes. Any suchobjection shall be referred to the chairman of the meeting, whose decision shall befinal and conclusive.

63.

MANNER OF VOTING
On a poll, votes may be given either personally, which in the case of a body
corporate shall include its authorised representative, or by proxy and a person
entitled to more than one vote need not use all his votes or cast all the votes heuses in the same way.
DISFRANCHISEMENT

178786224v2/000282.000308 - LAYTONS

64.
64.1

64.2

64.3

64.4

64.5

DISFRANCHISEMENT
Direction Notice
If any Member, or any other person appearing to be interested in shares held bysuch Member, has been duly served with a notice under Section 793, of the Act
and is in default for the prescribed period in supplying to the Company the
information thereby required, then the Board may in its absolute discretion at any
time thereafter by a notice (a "Direction Notice") to such Member direct that, inrespect of the shares in relation to which the default occurred (the "Default
Shares" which expression shall include any further shares which are issued in
respect of such shares), the Member shall not be entitled to vote either personallyor by proxy at a General Meeting of the Company or a meeting of the holders of
any class of shares of the Company or to exercise any other right conferred bymembership in relation to General Meetings of the Company or meetings of theholders of any class of shares of the Company.
Additional Directions
Where the Default Shares represent at least 0.25 per cent of the issued shares ofthat class, then the direction notice may additionally direct:
64.2.1 that any dividend or part thereof or other money which would otherwise
be payable in respect of the Default Shares shall be retained by theCompany without any liability to pay interest thereon when such money is
finally paid to the Member; and/or
64.2.2 that no transfer of any of the shares held by such Member shall be
registered unless:(a)the Member is not himself in default as regards supplying theinformation required and the transfer is of part only of theMember's holding which, when presented for registration, is
accompanied by a certificate by the Member in a form
satisfactory to the Board to the effect that after due and careful
enquiry the Member is satisfied that none of the shares the
subject of the transfer are Default Shares; or(b)the transfer is an approved transfer.
Copies of Direction Notice
The Company shall send to each other person appearing to be interested in theshares the subject of any Direction Notice a copy of the notice, but the failure oromission by the Company to do so shall not invalidate such notice.
Currency of Direction Notice
Any Direction Notice shall have effect in accordance with its terms for so long as
the default in respect of which it is issued continues, but shall cease to have effectin relation to any shares which are transferred by any such Member by means ofan approved transfer upon the expiry of seven days from the receipt by theCompany of notice of such transfer having been made Provided That the Board
may at any time give notice cancelling or suspending a Direction Notice.
Interpretation
For the purposes of this Article:
64.5.1 a person shall be treated as appearing to be interested in any shares if
the member holding such shares has given to the Company a notification
under the said Section 793 which either (a) names such person as being
so interested or (b) fails to establish the identities of those interested in
the shares and (after taking into account the said notification and anyother relevant Section 793 notification) the Company knows or has
reasonable cause to believe that the person in question is or may beinterested in the shares;
64.5.2 the prescribed period is twenty eight days from the date of service of thenotice under the said Section 793 except where the Default Shares

188786224v2/000282.000308 - LAYTONS

64.6

64.7

65.
65.1

65.2

65.3

represent at least 0.25 per cent of the issued shares of that class in whichcase the prescribed period is fourteen days from such date; and64.5.3 a transfer of shares is an approved transfer if:(a)
it is a transfer of shares to an offeror by way or in pursuance of
acceptance of a takeover offer for a company (as defined in
Section 14 of the Company Securities (Insider Dealing) Act
1985); or(b)
the Board is satisfied that the transfer is made pursuant to a saleof the whole of the beneficial ownership of the shares to a party
unconnected with the transferring Member and/or with any otherperson appearing to be interested in such shares; or(c)the transfer results from a sale made through a recognised
investment exchange within the meaning of the Financial
Services and Markets Act 2000 or any stock exchange outside
the United Kingdom on which the Company's shares arenormally traded.
Freedom from Interests
The Company shall not be, nor be deemed to be, affected with notice of or put on
enquiry as to the rights of any person in any shares as a consequence of this
Article or its application.
Statutory Rights
The provisions of this Article are without prejudice to and shall not affect the rightof the Company to apply any of the provisions referred to in the Act.
PROXIES
Voting by Proxy
Any Member may appoint another person or persons as his proxy to exercise all or
any of his rights to attend, speak and vote at a meeting of Members or of any classof Members.
Multiple Proxies
A member may appoint more than one proxy in respect of the same meeting or
adjourned meeting but in this respect the following shall apply:
65.2.1 any appointment of more than one proxy in respect of the same meetingor adjourned meeting shall be effective provided that each proxy is
appointed to exercise the rights attached to a different share or shares
held by the appointing Member;
65.2.2 subject to the preceding Article 65.2.1, when two or more valid different
forms of proxy or electronic communications appointing a proxy aredelivered or received in respect of the same share for use at the same
meeting or adjourned meeting, the one which is last validly delivered or
received (regardless of its date or the date of its execution) shall betreated as replacing and revoking the other(s) as regards that share. If
the Company is unable to determine which was last delivered or received,
none of them shall be treated as valid in respect of that share.
Show of Hands
On a vote on a resolution on a show of hands at a general meeting, a proxy has
one vote for and one vote against the resolution if:
65.3.1 the proxy has been duly appointed by more than one member entitled tovote on the resolution; and65.3.2 the proxy has been instructed by, or exercises his discretion given by,
one or more of those members to vote for the resolution and has been
instructed by, or exercises his discretion given by, one or more other of
those members to vote against it.

198786224v2/000282.000308 - LAYTONS

65.4

65.5
65.6

Form and Execution
An instrument appointing a proxy shall be in writing in the usual common form or in
any other form which the Directors may accept and:
65.4.1 in the case of an individual shall be signed by the appointor or by his
attorney; and65.4.2 in the case of a corporation shall be either given under its common seal (ifany) or signed on its behalf by an attorney or a duly authorised officer ofthe corporation.
The Directors may, but shall not be bound to, require evidence of the authority of
any such attorney or officer. The signature on such instrument need not be
witnessed.
Identity of Proxy
A proxy need not be a Member of the Company.
Application to Adjournments
Unless the contrary is stated thereon, an instrument duly appointing a proxy shallbe valid as well for any adjournment of the meeting as for the meeting to which it
relates.

66.

LODGEMENT WITH COMPANY
An instrument appointing a proxy, together with the power of attorney or otherauthority under which it is signed (or a copy thereof certified notarially or inaccordance with the Powers of Attorney Act 1971 or as the Directors shall accept)
must be left at the Office or such other place (if any) as is specified for that
purpose in or by way of note to the notice convening the meeting or adjourned
meeting or, in the case of an appointment contained in an electronic
communication, at the address specified in such notice or note by the Company
for the purpose of receiving such electronic communications, not less than fortyeight hours before the time appointed for the holding of the meeting or adjourned
meeting or for the taking of the poll at which it is to be used and in default may betreated as invalid. In calculating the time period for this Article 66 no account shallbe taken of any part of a day that is a Saturday, Sunday or Bank Holiday (including
Christmas Day and Good Friday).

67.

POWER OF PROXY
Subject to any contrary direction contained in the form of proxy or electronic
communication appointing the proxy subject to the provisions of these Articles, aproxy may:
67.1.1 demand or join in demanding a poll;
67.1.2 vote on any resolution or amendment of a resolution put to, or any otherbusiness which may properly come before, the meeting for which it isgiven, as a proxy thinks fit;
67.1.3 speak at the meeting.

68.

REVOCATION
A vote cast by proxy shall not be invalidated by the previous death or insanity ofthe principal or by the revocation of the appointment of the proxy or of the authority
under which the appointment was made, Provided That no intimation in writing ofsuch previous death or insanity or revocation has been received by the Company
at the Office at least one hour before the commencement of the meeting or
adjourned meeting or the time appointed for the taking of the poll at which the voteis cast.

20
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69.
69.1

69.2

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Appointment
Subject to the next following article 69.2, any corporation which is a Member of theCompany may by resolution of its directors or other governing body authorise such
person or persons as it thinks fit to act as its representative at any meeting of theCompany or of any class of Members of the Company and the person(s) so
authorised shall be entitled to exercise the same powers on behalf of suchcorporation as the corporation could exercise if it were an individual Member of theCompany and such corporation shall for the purposes of these Articles be deemed
to be present in person at any such meeting if a person or persons so authorised
is present. It shall not be necessary for any such authority to be lodged with theCompany in advance of the meeting but the chairman of the meeting may require
there to be produced to him satisfactory evidence of the authority of any person(s)claiming to represent a corporation in default of which that person may not attend,
speak or vote at the meeting.
Multiple Corporate Representatives
Any appointment of more than one corporate representative may be in respect of adifferent share or shares held by the appointing corporation and in that case eachsuch representative may exercise the powers attached to the shares in respect ofwhich he is appointed in a different way to the way in which a representative
appointed by the appointing corporation in respect of the other shares exercises
the powers attached to those other shares. If more than one corporate
representative is appointed in respect of the same shares, or any of theappointments do not specify any shares to which it relates, and such
representatives purport to exercise the powers attached to those shares indifferent ways, those powers shall be treated as not being exercised.
DIRECTORS70.

NUMBER
Subject as hereinafter provided, the Directors shall not be less than two but unlessand until otherwise resolved by the Company in general meeting there shall be no
maximum number of Directors. The Company may by Ordinary Resolution fromtime to time increase or reduce the minimum number of Directors or impose,increase or reduce any maximum number of Directors.

71.

VACANCIES
The continuing Directors or Director may act notwithstanding any vacancy in their
number, but if and for so long as the number of Directors is less than the minimum
number fixed by or in accordance with these Articles, the continuing Director or
Directors may act for the purpose of appointing an additional Director or Directors
or of summoning a General Meeting of the Company but not for any otherpurpose. If no Directors are in office and willing and able to act, any two Members
may convene a General Meeting of the Company in order to appoint Directors.

72.
72.1

SHARES AND GENERAL MEETINGSNo Share Qualification
No Director shall be required to hold any shares in the capital of the Company by
way of qualification for office.
General Meetings
A Director shall by virtue of his office be entitled to attend and speak at any
meeting of Members or of any class of Members.

72.2

21
8786224v2/000282.000308 - LAYTONSDIRECTORS' REMUNERATION73.

ORDINARY REMUNERATIONThe ordinary remuneration of the Directors for their services as such shall be such
sum as the Directors or any committee of the Directors empowered in that behalf
shall determine but shall not exceed in aggregate the sum of £250,000 per annum
or such higher sum as is from time to time determined by the Company in general
meeting. No Director may vote or be counted in a quorum for the purposes ofdetermining his own remuneration.

74.

EXECUTIVE REMUNERATION
Any Director who is appointed to any executive office pursuant to Article 77.1
(including for avoidance of doubt the office of Chairman or Deputy Chairman
whether or not such office is held in an executive capacity) or who serves on any
committee or who otherwise performs services which in the opinion of the
Directors are outside the scope of the ordinary duties of a Director, may be paid (inaddition to any other remuneration to which he may be entitled) such remuneration
by way of salary, percentage of profits or otherwise as the Directors or any
committee of the Directors empowered in that behalf in their sole discretion may
determine.

75.

EXPENSESThe Directors may repay to any Director all such reasonable expenses as he may
incur in attending and returning from meetings of the Directors or of any committeeof the Directors or General Meetings or otherwise in or about the business of theCompany and in the performance of his duties as a Director.

76.

PENSIONS
Subject to the provisions of the Statutes, the Directors shall have power to pay andagree to pay pensions or other retirement, superannuation, death or disability
benefits to or to any person in respect of any person, including any Director or exDirector, who may hold or have held any executive office or any office of profit
under the Company or any subsidiary undertaking or the dependants or relationsof any of the same and for the purpose of providing any such pensions or otherbenefits to contribute to any scheme or fund or to pay premiums. No Director shallbe accountable to the Company by reason of his office for any benefits received
by him from the exercise of this power and receipt of any such benefit shall notdisqualify any person from being or becoming a director of the Company.

77.
77.1

EXECUTIVE OFFICE
Appointment
Subject to the provisions of the Statutes, the Directors may from time to time
appoint one or more of their body to be the holder of any offices, including without
limitation the offices of Chairman, Deputy Chairman, Chief Executive andManaging Director, on such terms and (subject to the Statutes) for such period asthey may determine and, without prejudice to the terms of any contract enteredinto in any particular case, may at any time revoke any such appointment.
Termination of Directorship
The Company may terminate the appointment of any Director to any executive
office if he ceases from any cause to be a Director, and in the case of the
Chairman or Deputy Chairman or Chief Executive his appointment shall
automatically terminate if he ceases to be a Director, but in any such case suchtermination of his appointment shall be without prejudice to any claim he may havefor damages for breach of any contract of service between him and the Company.

77.2

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8786224v2/000282.000308 - LAYTONS78.

DELEGATION OF POWERSThe Directors may entrust to and confer upon a Director holding any executive
office any of the powers exercisable by them as Directors (save the determinationof remuneration of any of the Directors or Alternate Directors) upon such terms
and conditions and with such restrictions as they think fit and either collaterallywith or to the exclusion of their own powers and may from time to time revoke,
withdraw, alter or vary all or any of such powers.

79.

PRESIDENT
Either the Company in general meeting or the Directors may from time to time
appoint any person to the office of President, Honorary President or Life President
on such terms and for such period as the resolution appointing him may specify
and (whether such appointment was made by the Company in general meeting orby the Directors) may from time to time remove any person from such office orvary the terms or period of his appointment. Any person holding such office may
do so on an honorary basis or may be paid such remuneration as is specified in
his appointment or as the Directors in their discretion shall think fit and may, butneed not, be a Director. Subject to the terms of his appointment, any person
holding such office shall not be entitled by virtue of that office to receive notice of,attend, speak or vote at meetings of the Board of Directors nor receive information
which Directors are entitled to receive by virtue of their office nor have any otherpower, authority or responsibility. Any person for the time being holding suchoffice may at any time resign therefrom by notice to the Office.
APPOINTMENT AND RETIREMENT OF DIRECTORS80.

TERMINATION OF OFFICE
The office of a Director shall be vacated in any of the following events, namely:
80.1.1 If by law he ceases to be, or he becomes prohibited from acting as, a
Director.
80.1.2 If (not being a Director holding office as such for a fixed term) he resigns
by writing under his hand left at the Office or if he offers his resignation inwriting and that offer is accepted by the Directors.
80.1.3 If he has a receiving order made against him or compounds with his
creditors generally.
80.1.4 If he becomes of unsound mind or a patient for any purpose of any
statute relating to mental health and the Board resolves that his office isvacated.
80.1.5 If he is absent from meetings of the Directors for six months without
leave, or is convicted of any criminal offence involving dishonesty, and ineither event the Directors resolve that his office be vacated.
80.1.6 If he is removed from office pursuant to these Articles.
80.1.7 If, being an Executive Director, his employment with the Company and its
subsidiaries and subsidiary undertakings terminates for whatsoever
cause, unless in any case the Board otherwise resolves (and for thispurpose a Director shall be an Executive Director if he acts as an
executive or holds any executive position of or with the Company or any
subsidiary or subsidiary undertaking of the Company).
80.1.8 If he is removed as Director by notice in writing signed by not less than
three quarters of the Directors.

81.
81.1

RETIREMENT
Retirement by Rotation
At each Annual General Meeting there shall retire from office:81.1.1 any Director in respect of whom either:

238786224v2/000282.000308 - LAYTONS

(a)

81.2

81.3

at the commencement of the Meeting he has held office for three
years or more since his last election or appointment in general
meeting; or(b)
the Meeting is the third annual general meeting following thegeneral meeting at which he was last appointed or elected; and81.1.2 one-third of the Directors at the commencement of the Meeting(howsoever appointed) or, if their number is not a multiple of three, thenumber nearest to but not greater than one-third.
Selection for Retirement
The Directors to retire by rotation pursuant to Article 81.1 shall include (so far asnecessary to obtain the numbers required) any Director:
81.2.1 who is required to retire at the Meeting pursuant to Article 81.1.1(a);81.2.2 who wishes to retire and not to offer himself for re-election.
Subject to the provisions of the Statutes, any further Directors to retire in every
year shall be those who, being subject to retirement by rotation, have at that date
which is seven days before the date of the notice convening the Annual General
Meeting been longest in office since their last election or appointment, but as
between persons who became or were last elected a Director on the same day
those to retire shall be determined by lot unless they otherwise agree among
themselves.
Eligibility for Re-election
A Director retiring at a meeting shall retain office until the conclusion of themeeting and shall be eligible for re-election.

82.

FILLING OF VACATED OFFICEAt the meeting at which a Director retires under any provision of these Articles, theCompany may by Ordinary Resolution fill the vacated office by electing a person
thereto. In default, the retiring Director shall be deemed to have been re-elected
unless:82.1.1 at such meeting it is expressly resolved not to fill up such vacated office
or a resolution for the re-election of such Director is put to the meetingand not passed; or
82.1.2 such Director has given notice in writing to the Company that he isunwilling to be re-elected; or
82.1.3 the default is due to the moving of a resolution in contravention of thenext following Article; or
82.1.4 such Director has attained any mandatory retirement age specified by the
Statutes.
A retiring Director who is re-elected or deemed to have been re-elected shall betreated as having continued in office without break and any person (other than aretiring Director) appointed a Director at the meeting shall take up office uponconclusion of the meeting.

83.

GENERAL POWER OF APPOINTMENT
Subject to the provisions of these Articles, the Company in General Meeting may
elect any person to be a Director whether to fill a casual vacancy or as anadditional Director, but so that the total number of Directors shall not exceed any
maximum number for the time being fixed by or in accordance with these Articles.

84.

SEPARATE RESOLUTIONS FOR APPOINTMENT
A motion for the appointment of two or more persons as Directors by a single
resolution shall not be made at any General Meeting unless first agreed by themeeting without any vote being given against it; and any resolution moved incontravention of this provision shall be void.

24
8786224v2/000282.000308 - LAYTONS85.

ELIGIBILITY AND NOTICE OF CANDIDACY
No person other than a Director retiring at the meeting shall, unless recommended
by the Directors for election, be eligible for appointment as a Director at any
General Meeting unless, not less than seven nor more than forty-two days
(inclusive of the date on which the notice is given) before the day appointed for the
meeting, there shall have been left at the Office notice in writing signed by someMember duly qualified to attend and vote at the meeting for which such notice isgiven of his intention to propose such person for election and also notice in writing
signed by the person to be proposed of his willingness to be elected.

86.

REMOVAL
The Company may by Ordinary Resolution of which special notice has been given
remove any Director before the expiration of his period of office, notwithstanding
any provision of these Articles or of any agreement between the Company andsuch Director, but without prejudice to any claim he may have for damages forbreach of any such agreement. The Company may by a like resolution appoint
another person in place of a Director so removed from office. Any person so
appointed shall be subject to retirement by rotation at the same time as if he had
become a Director on the day on which the Director in whose place he isappointed was last elected a Director. In default of such appointment, the vacancy
so arising may be filled by the Directors as a casual vacancy.

87.

DIRECTORS POWER TO APPOINT
The Directors shall have power at any time and from time to time to appoint any
person to be a Director either to fill a casual vacancy or as an additional Director,
but so that the total number of Directors shall not at any time exceed any
maximum number fixed by or in accordance with these Articles. Any Director so
appointed shall hold office only until the conclusion of the next Annual General
Meeting and shall then be eligible for election, but shall not be taken into accountin determining the number of Directors who are to retire by rotation at suchmeeting. If not reappointed he shall vacate office at the conclusion of suchmeeting.

88.
88.1

ALTERNATE DIRECTORS
Appointment
Any Director may at any time by writing under his hand and deposited at the
Office, or delivered at a meeting of the Directors, appoint any Director or otherperson approved by the Directors to be his Alternate Director and may in likemanner at any time terminate such appointment. The Directors may withdraw
their approval of an alternate (other than of an alternate who is another Director)
on not less than seven days' written notice to the appointor.
Termination of Appointment
The appointment of an Alternate Director shall ipso facto determine (i) on thehappening of any event which if he were a Director would render him legallydisqualified from acting as a Director, or (ii) if he has a receiving order madeagainst him or compounds with his creditors generally, or (iii) if he becomes of
unsound mind. His appointment shall also determine ipso facto if his appointor
ceases for any reason to be a Director Provided That if any Director retires byrotation but is re-elected at the meeting at which such retirement takes effect any
appointment by him of an Alternate Director which is in force immediately prior to
his retirement shall continue to operate after his reelection as if he had not soretired.
Powers of Alternate
Subject to his giving to the Company an address within the United Kingdom atwhich notices may be served upon him, an Alternate Director shall be entitled to

88.2

88.3

25
8786224v2/000282.000308 - LAYTONS

88.4

88.5

89.
89.1

89.2

receive notice of meetings of the Directors and to attend, speak and vote at any
such meeting at which his appointor is not personally present and generally atsuch meeting to perform all other functions of his appointor as a Director underthese Articles and he shall be entitled to sign any resolution in accordance with theprovisions of Article 96. An Alternate Director who is himself a Director shall haveseparate votes in his capacity as Alternate and in his capacity as a Director, and aperson acting as Alternate Director for more than one Director shall be entitled to a
separate vote for each Director whom he represents. An Alternate Director shallnot (save as aforesaid) have power to act as a Director nor shall he be deemed to
be a Director for the purposes of these Articles. To such extent as the Directors
may from time to time determine in relation to any committee of the Directors theforegoing provisions of this paragraph shall also apply to any meeting of any suchcommittee of which his appointor is a member.
Alternate's Interests and Remuneration
An Alternate Director shall be entitled to contract and be interested in and benefit
from contracts or arrangements or transactions and to be repaid by the Company
such expenses as might properly be repaid to him if he were a Director and heshall be entitled to receive from the Company such proportion (if any) of the
remuneration otherwise payable to his appointor as such appointor may by noticein writing to the Company from time to time direct, but save as aforesaid he shallnot in respect of such appointment be entitled to receive any remuneration fromthe Company.
Recognition of Alternate
An Alternate Director shall not be taken into account at any time in reckoning theminimum or maximum number of Directors allowed but he shall be counted for the
purpose of reckoning whether a quorum is present at any meeting of the Directors
attended by him at which his appointor is not present.
PROCEEDINGS OF DIRECTORS
Directors Meetings
Subject to the provisions of these Articles, the Directors may meet together for thedespatch of business, adjourn and otherwise regulate their meetings as they thinkfit. A Director may, and the Secretary on the requisition of a Director shall, at any
time summon a meeting of the Directors. Notice of any meeting be given to each
Director verbally or in writing (including by electronic communications) but any
Director may waive notice of any meeting, in advance or retrospectively.
QuorumThe quorum necessary for the transaction of the business of the Directors may be
fixed from time to time by the Directors and, unless so fixed at any other number,shall be two. A meeting of the Directors at which a quorum is present shall becompetent to exercise all powers and discretions for the time being exercisable by
the Directors.

90.

VOTING
Questions arising at any meeting of the Directors shall be determined by a majorityof votes. In case of an equality of votes the chairman of the meeting shall have asecond or casting vote.

91.

DECLARATION OF INTERESTS
A Director who is in any way, whether directly or indirectly, interested in atransaction or proposed transaction with the Company shall declare the nature andextent of his interest in accordance with the provisions of the Statutes. The failure
to notify such interest shall not invalidate the proceedings or any resolution passed
if, disregarding the vote of such Director and taking into account in the case of a
resultant equality of votes the second or casting vote of the Chairman of the26
8786224v2/000282.000308 - LAYTONSmeeting (and so that if the Chairman did not in fact exercise his casting vote, hebe deemed to have cast it the same way as he cast his first vote as a Director) the
resolution would in any event have been passed.
92.
92.1

CONFLICTS OF INTEREST
Conflicts
Save as herein otherwise provided, a Director shall not vote upon any resolution of
the Directors concerning his own appointment as the holder of any office or placeof profit with the Company or any other company in which the Company isinterested (including the arrangement or variation of the terms thereof or thetermination thereof) nor shall he vote in respect of any contract or arrangement or
any other proposal whatsoever in which he has any material interest other than
through his holding of shares, debentures or other securities of the Company orotherwise through the Company (and if he shall do so his vote shall not becounted) nor shall he be counted for the purpose of any resolution regarding thesame in the quorum present at the meeting, but (subject to the provisions of the
Statutes and subject to any conflict of interest which he may have being
authorised under Article 92.3 and to his not having some other material interest
which is not so authorised) this Article shall not apply to any of the following
matters, namely:
92.1.1 Any arrangement for giving to him any security or indemnity in respect ofmoney lent by him or obligations undertaken by him for the benefit of theCompany or any of its subsidiary undertakings;
92.1.2 Any arrangement for the giving by the Company or any of its subsidiaries
of any security or indemnity to a third party in respect of a debt or
obligation of the Company or any of its subsidiaries for which he himself
has assumed responsibility in whole or in part under a guarantee orindemnity or by the giving of security;
92.1.3 Any proposal concerning an offer of shares or debentures or othersecurities of or by the Company or any of its subsidiaries for subscription
or purchase by Members or any holders of any securities of the Company
or by the public or any section of the public in which offer he is or is to beinterested as a subscriber or as a participant in the underwriting or subunderwriting thereof;
92.1.4 Any proposal concerning any other company in which he is interested
directly or indirectly and whether as an officer or shareholder or otherwise
howsoever, Provided That he is not interested in one percent or more of
the equity share capital of such company within the meaning of Article
92.2;
92.1.5 Any such scheme or fund as is referred to in Article 76 which relates bothto Directors and to employees or a class of employees and does notaccord to any Director as such any privilege or advantage not generallyaccorded to the employees to which such scheme or fund relates;
92.1.6 Any contract, arrangement, transaction or proposal concerning the
adoption, modification or operation of any scheme which provides for
persons employed by the Company and its subsidiary undertakings(including Directors holding executive positions with the Company or anyof its subsidiary undertakings) to acquire shares in the capital of theCompany and does not accord to any Director as such any privilege oradvantage not generally accorded to other participating employees;
92.1.7 Any proposal concerning any insurance in respect or for the benefit of any
person or persons who is or are or include Directors of the Company,
being insurance of the kind referred to in Article 149 or any otherinsurance which the Company has power to arrange and maintain;

27
8786224v2/000282.000308 - LAYTONS

92.1.8

92.2

92.3

Any other proposal for the benefit of employees of the Company or any
subsidiary of the Company under which a Director benefits in a similarmanner as the employees and which does not accord to any Director as
such any privilege or advantage not generally accorded to the employees
to whom such proposal relates.
Authorisation
Subject to the remaining provisions of this article 92 and in particular subject toany conflict of interest which might arise in any such matter being authorised
under article Error! Reference source not found., a director may:
92.2.1 be party to or be in any way, directly or indirectly, interested in any
contract, arrangement or transaction with the Company or with any
person in which the Company has any direct or indirect interest;
92.2.2 hold and be remunerated in respect of any office or place of profit (otherthan the office of auditor of the Company or any subsidiary of theCompany) under the Company or any other person in which theCompany is in any way directly or indirectly interested;
92.2.3 he (or any firm of which he is a member may) act in a professional
capacity for the Company or any such other entity and be remunerated
therefore;
92.2.4 and in any such case as aforesaid (save as otherwise agreed) he may
retain for his own absolute use and benefit all profits and advantages
accruing to him thereunder or in consequence thereof.
Subject as aforesaid, the Company shall have no claim arising from or inconsequence of the directors’ interest in any contract or transaction within thescope of this article 92.2 nor shall the director be in breach of any of his duties to
the Company as a result of having such interest.
Board Authorisation
92.3.1 The Board may (subject to such terms and conditions, if any, as they may
think fit to impose from time to time, and subject always to their right tovary or terminate such authorisation) authorise, to the fullest extent
permitted by law:(a)
any matter which would otherwise result in a Director infringing
his duty to avoid a situation in which he has, or can have, a direct
or indirect interest that conflicts, or possibly may conflict, with theinterests of the Company and which may reasonably be
regarded as likely to give rise to a conflict of interest (including a
conflict of interest and duty or conflict of duties);(b)a Director to accept or continue in any office, employment or
position in addition to his office as a Director of the Company andwithout prejudice to the generality of paragraph (a) above may
authorise the manner in which a conflict of interest arising out ofsuch office, employment or position may be dealt with, either
before or at the time that such a conflict of interest arises.
Provided that for this purpose the Director in question and any otherinterested Director are not counted in the quorum at any board meeting at
which such matter, or such office, employment or position, is approved
and it is agreed to without their voting or would have been agreed to if
their votes had not been counted.
92.3.2 If a matter, or office, employment or position has been authorised by the
Directors in accordance with this Article 92.3then:(a)the Director shall not be required to disclose any confidential
information relating to such matter, or such office, employment or
position, to the Company if to make such a disclosure would
result in a breach of a duty or obligation of confidence owed by

28
8786224v2/000282.000308 - LAYTONS

(b)

(c)
92.4

92.5

92.6

92.7

92.8

him in relation to or in connection with that matter, or that office,employment or position;
the Director may absent himself from meetings of the Directors at
which anything relating to that matter, or that office, employment
or position, will or may be discussed; andthe Director may make such arrangements as such Director
thinks fit for Board and committee papers to be received andread by a professional adviser on behalf of that Director.

Amendment
Subject to the provisions of the Acts, the Company may by ordinary resolution
suspend or relax the provisions of this article 92, either generally or in respect ofany particular matter, or ratify any transaction not duly authorised by reason of acontravention of this article 92.
Interpretation
For the purposes of this article 92:
92.5.1 section 252 of the Act shall be applied to determine whether a person isconnected with a director;
92.5.2 an interest of a person who is connected with a director shall be treatedas an interest of the director;
92.5.3 in relation to an alternate, an interest of his appointor shall be treated as
an interest of the alternate, in addition to any interest which the alternate
otherwise has; and92.5.4 without prejudice to article 92.5.3, the provisions of this article 92 shallapply to an alternate director as if he were a director otherwise appointed.
Specific Relaxation of Voting Restrictions
The provisions of this Article may at any time be suspended or relaxed to any
extent and either generally or in respect of any particular contract, arrangement ortransaction, and any particular contract, arrangement or transaction carried out incontravention of this Article may be ratified by Ordinary Resolution of theCompany.
Interests in One Per Cent Shareholdings
A company shall be deemed to be a company in which a Director is interested in
one percent or more of its equity share capital if and so long as (but only if and solong as) the Director together with any persons connected with him within themeaning of the Statutes (a "connected person") is (either directly or indirectly) the
holder of or beneficially interested in one percent or more of any class of the equity
share capital of such company or of the voting rights available to Members of suchcompany. For the purpose of this paragraph there shall be disregarded any
shares held by a Director or connected person as bare or custodian trustee and inwhich he has no beneficial interest, any shares comprised in a trust in which theinterest of the Director or connected person is in reversion or remainder if and solong as some other person is entitled to receive the income thereof, and any
shares comprised in an authorised unit trust scheme in which the Director orconnected person is interested only as a unit holder.
Decisions upon Director's Material Interest
If any question shall arise at any time as to the materiality of a Director's interest or
as to the entitlement of any Director to vote and such question is not resolved byhis voluntarily agreeing to abstain from voting, such question shall be referred tothe chairman of the meeting and his ruling in relation to any other Director shall befinal and conclusive unless the nature or extent of the interests of such Director
has not been fairly disclosed. If any such question shall arise in respect of thechairman of the meeting, it shall be decided by resolution of the Board (for which
purpose the chairman shall neither be counted in the quorum nor vote) and such
resolution shall be final and conclusive unless the nature or extent of the interestsof the chairman have not been fairly disclosed.

29
8786224v2/000282.000308 - LAYTONS93.

RESOLUTIONS ON APPOINTMENTS
Where proposals are under consideration concerning the appointment (including
the arrangement or variation of the terms of appointment or its termination) of two
or more Directors to offices or employments with the Company or any company inwhich the Company is interested, such proposals may be divided and considered
in relation to each Director separately and in such case each of the Directors
concerned (if not debarred from voting under the provisions of Article 92.1) shallbe entitled to vote (and be counted in the quorum) in respect of each resolution
except that concerning his own appointment (including the arrangement orvariation of the terms thereof or the termination thereof).

94.

ELECTION OF OFFICERS
The Directors may from time to time elect a Chairman and Deputy Chairman (ortwo or more Deputy Chairmen) and determine the period for which each is to holdoffice.

95.

CHAIRMAN OF MEETINGS
Subject as otherwise stated in this Article, the Chairman shall be the chairman of
any meeting of the Directors. If there is for the time being no Chairman holdingthat office, or if at any meeting the Chairman is not present within fifteen minutes
after the time appointed for holding the same, the Deputy Chairman (or if there be
more than one Deputy Chairman in office, the one of those present who has thelongest continuous period of holding that office or if they be equal in that respect
the one appointed to act as chairman by the Directors) shall be the chairman of
the meeting. If for the time being there is neither a Chairman nor a Deputy
Chairman holding that office, or if at any meeting neither be present within fifteen
minutes after the time appointed for holding the same, the Directors present may
choose one of their number to be the chairman of the meeting.

96.

WRITTEN RESOLUTIONS
A resolution in writing signed or approved by letter, telex, facsimile transmission orother means of telecommunication in writing by all the Directors for the time being
entitled to receive notice of a meeting of the Directors (provided their number issufficient to constitute a quorum) or by all the members of a committee for the time
being, shall be as effective as a resolution passed at a meeting of the Directors or(as the case may be) of a committee duly convened and held and may consist of
several documents in the like form, each signed by one or more of the Directors
Provided That where a Director has appointed an Alternate Director but is nothimself in the United Kingdom, or is temporarily unable to act through ill health or
disability, the signature of such Alternate Director (if in the United Kingdom) shallbe required and shall suffice.

97.

TELEPHONIC MEETINGS
Any Director may participate in a meeting of Directors or Committee of Directors
by means of a conference telephone or similar communications equipment
whereby all persons participating in a meeting can hear and be heard by eachother. Participation in any such meeting in this way shall be deemed to constitutepresence in person at the said meeting.

98.

DEFECT IN FORM
All acts done by any meeting of Directors or of a committee of Directors or by any
person acting as a Director or as a member of any committee, shall as regards all
persons dealing in good faith with the Company, notwithstanding that there wassome defect in the appointment or continuance in office of any such Director or

30
8786224v2/000282.000308 - LAYTONSperson acting as aforesaid, or that they or any of them were disqualified 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 and had
been entitled to vote.
99.
99.1

99.2

100.
100.1

100.2

100.3

COMMITTEES
Delegation to Committees
The Directors may delegate any of their powers (including those relating to thedetermination of the remuneration of Directors, Associate Directors or Alternate
Directors) to committees consisting of such member or members of their body andsuch (if any) other persons as they think fit save that such other persons shall at
all times comprise less than one half of such committee and no resolution of any
meeting of any such committee shall be effective unless a majority of members ofsuch committee present at the meeting at the time that the resolution was put tothe vote are Directors. Any committee so formed shall in the exercise of thepowers so delegated conform to any regulations that may be imposed by the
Directors.
Regulation of Committee Proceedings
The meetings and proceedings of any such committee consisting of two or more
Directors shall be governed by the provisions of these Articles regulating themeetings and proceedings of the Directors, so far as the same are applicable andare not superseded by any regulations made by the Directors under the last
preceding Article.
DIVISIONS, LOCAL BOARDS AND REGIONS
Establishment
The Directors may establish any Local Boards or Agencies for managing any of
the affairs of the Company, either in the United Kingdom or elsewhere, and may
appoint any persons to be members of such Local Boards or any Managers orAgents and may fix their remuneration and may delegate to any Local Board,
Manager or Agent any of the powers, authorities and discretions vested in the
Directors, with power to sub-delegate, and may authorise members of any Local
Boards or any of them to fill any vacancies therein and to act notwithstanding
vacancies and any such appointment or delegation may be made upon such terms
and subject to such conditions as the Directors may think fit and the Directors may
remove any person so appointed and may annul or vary any such delegation but
no person dealing in good faith and without notice of any such annulment orvariation shall be affected thereby.
Divisions
The Directors may from time to time provide for the management and carrying onof the business and the affairs of the Company in Divisions whether at home orabroad, in such manner as they think fit, and the particular provisions contained inthis Article shall be without prejudice to this general power.
Divisional Boards
The Directors from time to time and at any time may establish any Divisional
Board for managing and carrying on the business and the affairs of any division of
the Company and may appoint any persons to be members of such Divisional
Board and may fix their remuneration. Any person so appointed shall be known asa Divisional Director. The Directors from time to time and at any time maydelegate to any person or persons so appointed any of the powers, authorities anddiscretions for the time being vested in the Directors so far as the same relate to
the business and the affairs of that Division and may authorise the members forthe time being of any Divisional Board or any of them to fill up any vacancies
therein and to act notwithstanding vacancies; and any such appointment ordelegation may be made on such terms and subject to such conditions as the31
8786224v2/000282.000308 - LAYTONS

100.4

101.
101.1

101.2

101.3

101.4

101.5

101.6

102.
102.1

Directors may think fit and the Directors may at any time remove any person so
appointed and may annul or vary any such delegation. A Divisional Director neednot be a member of the Board of Directors of the Company or of any committee of
Directors of the Company and, if not a member thereof, shall not be deemed to bea Director of the Company by virtue of his appointment nor shall he be entitled to
be present at any meeting of the Board of Directors or of any such committee,
except at the request of the Board of Directors or of such committee, nor shall hebe entitled to receive notice of any such meeting and, if present at such request,
he shall not be entitled to vote thereat.
Local Divisional Directors
The Directors may at any time and from time to time appoint any person to advise
and assist any Divisional Board. Any person so appointed shall be known as a
Local Divisional Director but he shall not be a member of the Divisional Board.
The Directors shall determine the period of his appointment, the powers and duties
to be exercisable or undertaken by him and the amount or manner of his
remuneration.
ASSOCIATE DIRECTORS
Appointment
The Directors may at any time and from time to time appoint any person or
persons to the office of an associate director bearing such qualified title including
the word 'director' (with or without the word 'associate') as the Directors shall thinkfit.
StatusAny person so appointed as an associate director shall not be a Director of theCompany and shall not have power by virtue of this appointment to exercise any of
the rights or powers of a Director of the Company, save only as may from time totime be specifically delegated to him by the Directors.
Term of Office
Any person appointed as an associate director shall hold that office for so long as
the Directors think fit and regardless of any provision in any contract between him
and the Company may be removed from such office by resolution of the Directors
and as otherwise provided by the terms of his appointment.
Delegation of Powers
The Directors may from time to time delegate to any person appointed an
associate director such powers, duties and responsibilities as they shall think fit
but such associate director shall exercise the same in all respects subject to and inaccordance with the directions of the Directors.
Meetings
An associate director shall not be entitled to attend, speak or vote at any meetingof the Directors save at the express invitation of the Directors, but if invited toattend, shall be entitled to speak but not to vote upon any matter under discussion
at the meeting so attended. Any associate director present at a meeting of the
Directors shall not be counted in the quorum of Directors required for suchmeeting.
Remuneration
An associate director shall not be entitled to any remuneration or other benefits inconnection with his appointment save only any which may be specifically agreed
between the Directors and the appointee.
BORROWING POWERS
General Power
Subject as hereinafter provided and to the provisions of the Statutes, the Directors
may exercise all the powers of the Company to borrow money and to mortgage or
charge all or any part of its undertaking, property and assets (present and future)32
8786224v2/000282.000308 - LAYTONS

102.2102.3

and uncalled capital and to issue debentures and other securities whether outrightor as collateral security for any debt, liability or obligation of the Company or of any
third party.
Restrictions on PowerThe Directors shall restrict the borrowings of the Company and exercise all voting
and other rights or powers of control exercisable by the Company in relation to its
subsidiary undertakings (if any) so as to secure (but as regards its subsidiary
undertakings only in so far as by the exercise of such rights or powers of control
the Directors can secure) that the aggregate of the amounts at any time remaining
undischarged of all monies borrowed by the Group (which expression in this
Article means and includes the Company and its subsidiaries at the relevant time)
and then owing to persons outside the Group less the Cash Deposits of the Groupshall not without the previous sanction of an Ordinary Resolution of the Company
exceed an amount equal to two and a half times the Adjusted Capital andReserves.
"Borrowings"
For the purposes of this Article:
102.3.1 The expression "borrowings" shall be deemed to include the following
except in so far as otherwise taken into account:(a)the principal amount for the time being owing in respect of any
debenture within the meaning of section 738 of the Act;(b)
the principal amount raised by the Company or a subsidiary
undertaking by acceptances under any acceptance credit
opened on its behalf by any bank or accepting house, not being
acceptances in relation to the purchase or sale of goods in theordinary course of trading;(c)the nominal amount of any issued share capital and the principal
amount of any monies borrowed, the redemption or repayment of
which is guaranteed or secured by the Company or a subsidiaryand the beneficial interest in which is not owned by the Company
or a subsidiary undertaking;(d)the nominal amount of any issued share capital (not being equity
share capital) of a subsidiary undertaking owned otherwise thanby the Company or a subsidiary;(e)any fixed or minimum premium payable on final repayment ofany borrowing or deemed borrowing; and(f)any amounts payable under the terms of any finance leases orhire purchase agreements
but shall not include:(i)the proportion of the total monies borrowed by a partlyowned subsidiary undertaking (otherwise than from theCompany or another subsidiary undertaking) whichcorresponds to the proportion of the shares (as definedin section 1161 of the Act) in that subsidiary undertaking
not attributable directly or indirectly to the Company but
only to the extent that such proportion exceeds any
monies borrowed from such subsidiary undertaking by
the Company or another subsidiary undertaking; or(ii)amounts borrowed for the purpose of repaying thewhole or any part of any monies borrowed by theCompany or a subsidiary undertaking (other than from a
subsidiary undertaking of the Company and other thanmonies falling within Article 102.6) for the time being
outstanding (including any fixed or minimum premium
payable on final repayment) and intended to be applied

33
8786224v2/000282.000308 - LAYTONSfor that purpose within six months of the borrowing
thereof (pending their being so applied); or(iii)
monies borrowed from bankers or others for the
purpose of financing any contract in respect of which
any part of the price receivable is guaranteed or insured
by the Export Credits Guarantee Department of the
Department of Trade, or any institution in the opinion of
the Directors carrying on similar business, to an amountnot exceeding that part of the price receivable
thereunder which is so guaranteed or insured; or(iv)amounts borrowed or raised which are for the time
being deposited with H.M. Customs and Excise or any
other body designated by any relevant legislation ororder in connection with import deposits or any similar
governmental scheme to the extent that the Company or
any of its subsidiary undertakings retains its interest
therein; or(v)
amounts borrowed on terms that the lender has limited
its right of recourse to certain existing or future assets tothe extent that such borrowings exceed the value atwhich such assets are entered in the consolidatedbalance sheet of the Company and its subsidiary
undertakings.
102.3.2 An undertaking is a subsidiary undertaking if it is or would be included in
the consolidation of the Company's accounts pursuant to Section 405 of
the Act.
102.3.3 The expression "the Adjusted Capital and Reserves" means at any
material time the amount paid up or credited as paid up on the issued
share capital of the Company plus the aggregate of the amounts standing
to the credit of the capital and revenue reserves including share premium
account and capital redemption reserve of the Company and its
subsidiary undertakings and plus or minus the amount standing to thecredit or debit (as the case may be) of the profit and loss accounts of theCompany and its subsidiary undertakings, all as shown in the then latest
audited consolidated balance sheet of the Company and its subsidiary
undertakings but:(a)adjusted as may be appropriate to take account of:(i)
any increase in or reduction of the paid up share capitaland any variation in such capital and revenue reserves(other than profit and loss account) since the date of therelevant audited balance sheets and any distributions(other than dividends provided for in such balance
sheets or paid out of profits earned since the datethereof) in cash or specie made from such capital orrevenue reserves or profit and loss account since suchdate and for this purpose if any issue or proposed issueof shares by the Company for cash has been
underwritten then such shares shall be deemed to havebeen issued and the amount (including any premium) of
the subscription monies payable in respect thereof (notbeing monies payable later than six months after thedate of the allotment) shall to the extent so underwritten
be deemed to have been paid up on the date when theissue of such shares was underwritten (or, if such

34
8786224v2/000282.000308 - LAYTONS

102.4

102.5

underwriting was conditional, on the date when it
became unconditional); and(ii)
any subsidiary undertaking whose accounts are
required under the Statutes to be consolidated withthose of the Company which since the date of the latest
audited consolidated accounts of the Company and its
subsidiary undertakings has ceased to be or has
become such an undertaking and any changes in theinterests of the Company in such an undertaking andany undertaking which will become or will cease to besuch an undertaking as a result of the transaction in
relation to which the calculation falls to be made;(b)
excluding any sums set aside for taxation (including deferredtaxation);(c)reinstating any amounts which have been written off and are
attributable to goodwill or other intangible assets which represent
the excess of the cost of acquiring any share in the capital of any
subsidiary undertaking, related company or trade investment
over the book value of the assets attributable to the sharesacquired or the excess of the cost of acquiring the whole or partof any undertaking over the book value of the tangible assets of
the undertaking or part acquired;(d)excluding any amounts attributable to third party interests in
subsidiary undertakings;(e)after making such other adjustments (if any) as the Auditors may
consider appropriate.
"Cash Deposits"
For the purposes of this Article "Cash Deposits" means an amount equal to theaggregate for the time being outstanding of all cash with banks (not being theCompany or any subsidiary of the Company), certificates of deposit and securitiesof governments and companies and similar instruments owned by the Company
and/or any subsidiary undertaking of the Company, but excluding a proportion of
the total amount for the time being outstanding of cash deposits and certificates ofdeposit and securities of governments or companies and similar instruments
owned by any partly owned subsidiary undertaking, such proportion being thatwhich the issued ordinary share capital of such partly owned subsidiary
undertaking which is not for the time being beneficially owned directly or indirectlyby the Company bears to the whole of its issued Ordinary Share capital.
Currency Positions
When the aggregate amount of borrowings required to be taken into account forthe purposes of this Article on any particular day is to be ascertained, any suchborrowings denominated or repayable in a currency other than sterling shall be
converted for the purposes of calculating the sterling equivalent either:
102.5.1 at the rate of exchange prevailing on that day in London Provided That
any of such borrowings shall be converted at the rate of exchange
prevailing in London six months before such day if thereby suchaggregate amount would be less (and so that for this purpose the rate ofexchange shall be taken as the middle market rate at the close ofbusiness as quoted to the Company by such London clearing bank as it
may choose); or
102.5.2 at the rate of exchange specified in a forward purchase contract, currency
option, back-to-back loan, swap or other arrangement taken out orentered into to reduce the risk associated with fluctuations in rates of
exchange in respect of repayment of those moneys (a "hedging
agreement"); or35
8786224v2/000282.000308 - LAYTONS

102.6

102.7

102.8

102.9

102.5.3 if repayment of those moneys has not been covered by a hedging
agreement, at the more favourable to the Company of:(a)the rate of exchange used for the conversion of that currency inthe relevant balance sheet, or(b)
if no rate was used, the middle-market rate of exchange quoted
by such bank in the City of London as the Directors shall selectat the close of business in London on the date of the relevantbalance sheet, or(c)
if it would result in a lower figure the middle-market rate ofexchange quoted by a bank so selected at the close of businessin London on the business day immediately preceding the day on
which the calculation falls to be made.
Acquisitions
If immediately after and as a result only of the acquisition by the Company or any
subsidiary undertaking of immovable property subject to a mortgage or charge, orof a subsidiary with borrowings outstanding at the date of acquisition, theaggregate principal amount to be taken into account above exceeds the limit
imposed by this Article, such acquisition shall not constitute a breach thereof if
within twelve months of the acquisition the aggregate nominal or principal amountto be taken into account as aforesaid is reduced to an amount not exceeding such
limit.
Temporary Excess
If, upon the publication of a new audited consolidated balance sheet of theCompany and its subsidiary undertakings, it appears that the limit on borrowings
has thereby been exceeded, an amount borrowed equal to the excess may bedisregarded until the expiry of one hundred and eighty days following the date ofsuch publication.
Auditors Certificate
A certificate or report by the Auditors as to the amount of the Adjusted Capital andReserves or the amount of any borrowings or to the effect that the limit imposed bythis Article has not been or will not be exceeded at any particular time or times
shall be conclusive evidence of such amount or fact for the purposes of this
Article. However for the purposes of this Article the Directors may act in relianceon a bona fide estimate of the amount of the Adjusted Capital and Reserves and if,
as a consequence, the limit on borrowings is inadvertently exceeded an amountequal to the excess may be disregarded until the expiry of one hundred and eightydays following the date which the Directors have become aware that the limit on
borrowings is or may have been exceeded.
Third Parties
No person dealing with the Company or any of its subsidiary undertakings shall by
reason of the foregoing provision be concerned to see or enquire whether this limit
is observed and no debt incurred or security given in excess of such limit shall be
invalid or ineffectual unless the lender or the recipient of the security had at thetime when the debt was incurred or the security given express notice that the limit
hereby imposed had been or would thereby be exceeded.
GENERAL POWERS OF DIRECTORS

103.

GENERAL AUTHORITY
The business of the Company shall be managed by the Directors, who may
exercise all such powers of the Company as are not by the Statutes or by these
Articles required to be exercised by the Company in General Meeting, subject
nevertheless to any regulations of these Articles, to the provisions of the Statutes
and to such regulations (being not inconsistent with the aforesaid regulations orprovisions) as may be prescribed by Special Resolution of the Company, but no36
8786224v2/000282.000308 - LAYTONS

regulation so made by the Company shall invalidate any prior act of the Directors
which would have been valid if such regulation had not been made. The general
powers given by this Article shall not be limited or restricted by any special
authority or power given to the Directors by any other Article.
104.

PROVISION FOR EMPLOYEESThe Directors may by resolution exercise any power conferred by the Statutes tomake provision for the benefit of persons employed or formerly employed by theCompany or any of its subsidiaries in connection with the cessation or the transfer
to any person of the whole or part of the undertaking of the Company or thatsubsidiary.

105.

APPOINTMENT OF ATTORNEYS
The Directors may from time to time and at any time by power of attorney under
the Seal on behalf of the Company appoint any company, firm or person or any
fluctuating body of persons, whether nominated directly or indirectly by the
Directors, to be the Attorney or Attorneys of the Company for such purposes andwith such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these Articles) and for such period and subject
to such conditions as they may think fit and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing withany such Attorney as the Directors may think fit and may also authorise any such
Attorney to sub-delegate all or any of the powers, authorities and discretions
vested in him.

106.

OVERSEAS SHAREHOLDERS
Subject to and to the extent permitted by the Statutes, the Company or the
Directors on behalf of the Company may cause to be kept an overseas or local
register wherever the Directors think expedient and the Directors may make andvary such regulations as they may think fit respecting the keeping of any suchregister.

107.

NEGOTIABLE INSTRUMENTS
All cheques, promissory notes, drafts, bills of exchange and other negotiable ortransferable instruments and all receipts for monies paid to the Company shall besigned, drawn, accepted, endorsed or otherwise executed as the case may be insuch manner as the Directors shall from time to time by resolution determine.
SECRETARY108.

APPOINTMENT, TERMS AND REMOVAL
Subject to the provisions of the Statutes, the Secretary shall be appointed by the
Directors for such term, at such remuneration and upon such conditions as they
may think fit; and any Secretary so appointed may be removed by them but
without prejudice to any claim he may have for damages for breach of any contractof service between him and the Company.

109.

JOINT AND ASSISTANT SECRETARIESThe Directors may appoint more than one person to act as Joint Secretaries andmay appoint any person or persons to act as Assistant Secretary. Any person so
appointed may exercise such of the powers of the Secretary as may be conferred
upon him in his appointment.

37
8786224v2/000282.000308 - LAYTONS

110.
110.1

110.2

110.3

SEALS AND EXECUTION OF DOCUMENTS
Power to Have Seal
The Company may exercise the powers conferred by the Statutes with regard to
having official seals and such powers shall be vested in the Directors.
Use of Seal
The Directors shall provide for the safe custody of the Seal and any official seal,
which shall be used only by the authority of the Directors or of a committee of the
Directors authorised by the Directors in that behalf and, subject as otherwise
provided by these Articles, every instrument to which any seal shall be affixedshall either be signed by a Director and countersigned by the Secretary, or by asecond Director or by some other person appointed by the Directors for the
purpose, or be signed by one or more Directors in the presence of a witness (whoalso signs as having witnessed the Director’s signature). The Directors may by
resolution determine that such signatures or either of them shall be dispensed withor affixed by some method or system of mechanical signature.
Execution of Documents
To the extent permitted by the Statutes, any document expressed (in whatever
form of words) to be executed by the Company as a deed shall be effectively
executed by the Company if:
110.3.1 it is executed under seal and countersigned in accordance with Article
110.2; or110.3.2 it is signed by a Director and the Secretary of the Company, or by two of
the Directors; or
110.3.3 it is signed by any Director in the presence of a witness (who also signs
as having witnessed the Director’s signature).
DOCUMENTS

111.

POWER TO AUTHENTICATE
Any Director or the Secretary or any person appointed by the Directors for the
purpose shall have power to authenticate any documents affecting the constitutionof the Company and any resolutions passed by the Company or the Directors or
any committee, and any books, records, documents and accounts relating to thebusiness of the Company, and to certify copies thereof or extracts therefrom astrue copies or extracts; and where any books, records, documents or accounts areelsewhere than at the Office, the local manager or other officer of the Company
having the custody thereof shall be deemed to be a person appointed by the
Directors as aforesaid.

112.

CERTIFIED MINUTES
A document purporting to be a copy of a resolution of Members or of the Directors
or an extract from the minutes of a meeting of Members or the Directors which is
certified as such in accordance with the provisions of the last preceding Article,
shall be conclusive evidence in favour of all persons dealing with the Company
upon the faith thereof that such resolution has been duly passed or, as the casemay be, that such extract is a true and accurate record of a duly constituted
meeting of the Directors.

113.

DESTRUCTION OF DOCUMENTS
The Company may destroy:
113.1.1 any share certificate which has been cancelled, at any time after the
expiry of one year from the date of such cancellation;
113.1.2 any dividend mandate or any variation or cancellation thereof or any
notification of change of name or address, at any time after the expiry of

38
8786224v2/000282.000308 - LAYTONStwo years from the date such mandate, variation cancellation or
notification was recorded by the Company;
113.1.3 any instrument of transfer of shares which has been registered, at any
time after the expiry of six years from the date of registration; and113.1.4 any other document on the basis of which any entry in the Company's
register of members is made, at any time after the expiry of six years fromthe date an entry in the Company's register of members was first made in
respect of it;
and it shall conclusively be presumed in favour of the Company that every sharecertificate so destroyed was a valid certificate duly and properly cancelled and thatevery instrument of transfer so destroyed was a valid and effective instrument duly
and properly registered and that every other document destroyed hereunder was avalid and effective document in accordance with the recorded particulars thereof in
the books or records of the Company. Provided always that:(a)the foregoing provisions of this Article shall apply only to thedestruction of a document in good faith and without express
notice to the Company that the preservation of such document
was relevant to a claim;(b)nothing contained in this Article shall be construed as imposing
upon the Company any liability in respect of the destruction of
any such document earlier than as aforesaid or in any casewhere the conditions of proviso (i) above are not fulfilled; and(c)references in this Article to the destruction of any document
include references to its disposal in any manner.
RESERVES
114.

ESTABLISHMENT AND APPLICATIONThe Directors may from time to time set aside out of the profits of the Company
and carry to reserve such sums as they think proper which, at the discretion of the
Directors, shall be applicable for any purpose to which the profits of the Company
may properly be applied and pending such application may either be employed in
the business of the Company or be invested. The Directors may divide thereserve into such special funds as they think fit, and may consolidate into one fundany special funds or any parts of any special funds into which the reserve may
have been divided. The Directors may also without placing the same to reserve
carry forward any profits. In carrying sums to reserve and in applying the samethe Directors shall comply with the provisions of the Statutes.

115.
115.1

DIVIDENDS
Declaration
Subject to the provisions of the Statutes, the Company may by Ordinary
Resolution declare dividends but (without prejudice to the powers of the Company
to pay interest on share capital as hereinbefore provided) no dividend shall bedeclared or paid except out of the profits of the Company or in excess of theamount recommended by the Directors.
Fixed and Interim Dividends
Subject to the provisions of the Statutes and if and so far as in the opinion of the
Directors the profits of the Company justify such payments, the Directors may
declare and pay the fixed dividends on any class of shares carrying a fixed
dividend expressed to be payable on fixed dates on the half-yearly or other datesprescribed for the payment thereof and may also from time to time declare andpay interim dividends of such amounts and on such dates and in respect of such
periods as they think fit.

115.2

39
8786224v2/000282.000308 - LAYTONS

115.3

115.4

Entitlement and Apportionment
Unless and to the extent that the special rights attached to any shares or the termsof issue thereof otherwise provide, all dividends shall be declared and paid
according to the amounts paid on the shares in respect whereof the dividend ispaid, but (for the purposes of this Article only) no amount paid on a share inadvance of calls shall be treated as paid on the share. All dividends shall beapportioned and paid pro rata according to the amounts paid on the shares during
any portion or portions of the period in respect of which the dividend is paid, savethat if any share is issued on terms providing that it shall rank for dividend in whole
or in part as from a particular date, such share shall rank for dividend accordingly.
Record Date
The Company or the Directors may determine any date as the record date for any
dividend, distribution, allotment or issue whether it is before or after the date uponwhich the same is declared made or paid.

116.

PRE-ACQUISITION PROFITS
Subject to the provisions of the Statutes, where any asset, business or property is
acquired by the Company as from a past date (whether before or afterincorporation of the Company) upon the terms that the Company shall as from thatdate take the profits and bear the losses thereof, such profits or losses, at thediscretion of the Directors may be carried to revenue account, in whole or in part,and treated for all purposes as profits or losses of the Company. Subject asaforesaid, if any shares or securities are purchased cum dividend or interest such
dividend or interest may at the discretion of the Directors be treated as revenue
and it shall not be obligatory to capitalise the same or any part thereof.

117.

SHARE PREMIUM ACCOUNT
If the Company shall issue shares at a premium, whether for cash or otherwise,
the Directors shall, subject to the provisions of the Statutes, transfer a sum equal
to the aggregate amount or value of the premiums to an account to be called"Share Premium Account" and any amount for the time being standing to the creditof such account shall not be applied in the payment of dividends.

118.

NO INTEREST PAYABLENo dividend or other monies payable on or in respect of a share shall bear interest
as against the Company.

119.
119.1

DEDUCTIONS AND LIENS
Deduction of Calls
The Directors may deduct from any dividend or other monies payable to any
Member on or in respect of a share all sums of money (if any) presently payable
by him to the Company on account of calls or otherwise in relation to shares of theCompany.
Exercise of LienThe Directors may retain any dividend or other monies payable on or in respect ofa share on which the Company has a lien and may apply the same in or towards
satisfaction of the debts, liabilities or engagements in respect of which the lien
exists.

119.2

120.

DISFRANCHISED SHARESThe Directors may cause to be withheld any dividends otherwise payable inrespect of any shares which are for the time being the subject of a direction
pursuant to Article 64.2.

408786224v2/000282.000308 - LAYTONS121.

SHARES SUBJECT TO TRANSMISSION
The Directors may retain the dividends payable upon shares in respect of which
any person is entitled to become a Member under the provisions as to thetransmission of shares hereinbefore contained, or which any person is under those
provisions entitled to transfer, until such person shall become a Member in respectof such shares or shall transfer the same.

122.
122.1

UNCLAMED DIVIDENDS
Unclaimed Dividends
The payment into a separate account by the Directors of any unclaimed dividendor other monies payable on or in respect of a share shall not constitute theCompany a trustee in respect thereof and any dividend unclaimed after a period of
twelve years from the date of declaration of such dividend shall be forfeited andshall revert to the Company.
Power to Withhold
If on two consecutive occasions a cheque or warrant for a dividend payable to a
Member is returned undelivered or remains uncashed, the Directors may cause
any further dividends upon shares held by that Member to be withheld until theyreceive notice from that Member of an address to which payment may be sent.

122.2

123.

DIVIDEND WAIVERS
The waiver in whole or in part of any dividend or any share by any document(whether or not under seal) shall be effective only if such document is signed by
the shareholder (or the person entitled to the share in consequence of the death or
bankruptcy of the holder) and delivered to the Company and if or to the extent thatthe same is accepted as such or acted upon by the Company.

124.
124.1

DIVIDENDS
Dividends in Specie
The Company, upon the recommendation of the Directors, may by Ordinary
Resolution direct or offer payment of a dividend or a series of dividends in respectof a specified period in whole or in part by the issue or distribution of specificassets (and in particular of paid-up shares or debentures of any other company) orin any one or more of such ways and the Directors shall give effect to such
resolution. Where any difficulty arises in regard to such distribution, the Directors
may settle the same as they think expedient and in particular may issue fractional
certificates, fix the value for distribution of such specific assets or any part thereof
and may determine that cash payments shall be made to any Members upon thefooting of the value so fixed in order to adjust the rights of all parties and may vest
any such specific assets in trustees as may seem expedient to the Directors.
Scrip Dividends
The Directors may, with the sanction of an Ordinary Resolution of the Company,
offer the holders of Ordinary Shares the right to elect to receive Ordinary Shares,
credited as fully paid, in whole or in part instead of cash in respect of such
dividend or dividends or parts thereof as are specified by such resolution ("theforegone dividend rights") and the following provisions shall apply:
124.2.1 the said resolution may specify a particular dividend, or may specify all or
any dividends declared within a specified period, ending not later than the
beginning of the Annual General Meeting next following the date of themeeting at which such resolution is passed;
124.2.2 the entitlement of each member to Ordinary Shares so offered shall be sothat the aggregate value thereof shall be as nearly as possible equal to(but not in excess of) the cash amount of his foregone dividend rights.
For this purpose the value of the entitlement shall be calculated byreference to the average of the middle market quotations for Ordinary

124.2

41
8786224v2/000282.000308 - LAYTONSShares on The London Stock Exchange, as derived from the Daily Official
List, on the day when the Ordinary Shares are first quoted "ex" theforegone dividend rights and the four subsequent dealing days;
124.2.3 the basis of allotment shall be such that no member may receive afraction of a share;
124.2.4 the Directors, after determining the basis of allotment, shall notify theholders of Ordinary Shares in writing of the right of election offered tothem and shall send with, or following, such notification forms of election
and specify the procedure to be followed and place at which, and thelatest time by which, duly completed forms of election must be lodged inorder to be effective;
124.2.5 the foregone dividend rights shall not be payable in respect of ordinary
shares in respect of which the election has been duly made ("the elected
Ordinary Shares") and instead thereof additional Ordinary Shares shall beallotted to the holders of the elected Ordinary Shares on the basis ofallotment determined as aforesaid. For such purpose the Directors shallcapitalise 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 Directors may determine, a sum equal to theaggregate nominal amount of the additional ordinary Shares to be allottedon such basis and apply the same in paying up in full the appropriate
number of unissued Ordinary Shares for allotment and issue to theholders of the elected Ordinary Shares on such basis;124.2.6 the additional Ordinary Shares so allotted shall rank pari passu in all
respects with the fully paid Ordinary Shares then in issue save only as
regards the foregone dividend rights.
125.
125.1

125.2

PAYMENT OF DIVIDENDS
Manner of Payment
Any dividend or other monies payable in cash on or in respect of a share may be
paid by cheque or warrant sent through the post to the registered address of theMember or person entitled thereto or, if two or more persons are registered as joint
holders of the share or are entitled thereto in consequence of the death or
bankruptcy of the holder, to any one of such persons or to such person and suchaddress as such person or persons or to such person at such address as suchmember or person or persons may by writing direct or by bank or other funds
transfer system as the Directors may consider appropriate. Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent or tosuch person as the holder or joint holders or person or persons entitled to theshare in consequence of the death or bankruptcy of the holder may direct, andpayment of the cheque shall be a good discharge to the Company. Every suchcheque or warrant shall be sent at the risk of the person entitled to the monies
represented thereby.
Returned Cheques or Warrants
Notwithstanding the provisions of Article 125.1 or any direction given to theCompany pursuant thereto, the Company may stop sending dividend cheques orwarrants by post in relation to a share if:
125.2.1 dividend cheques or warrants have been sent by post and returned
undelivered or left uncashed for a period of at least six months on two
consecutive occasions; or
125.2.2 a dividend cheque or warrant has been sent by post to the registeredaddress of the member or other person entitled to the dividend on thatshare and returned undelivered or left uncashed for a period of at least

42
8786224v2/000282.000308 - LAYTONS

six months and thereafter reasonable enquiries have failed to establish
any new address of such member or person.
If the Company exercises the right conferred upon it by the foregoing provisions of
this Article, it shall not be required to use any other method of paying dividends on
the share in question but, subject to the provisions of these Articles, shallrecommence sending cheques or warrants (or using another method of payment)in respect of dividends on that share if the member or other person entitled to thedividend claims the arrears of dividend and does not instruct the Company to pay
future dividends in some other way.
126.

JOINT HOLDERS
If two or more persons are registered as joint holders of any share or are entitledjointly to a share in consequence of the death or bankruptcy of the holder, any oneof them may give effectual receipts for any dividend or other monies payable on or
in respect of the share.
CAPITALISATION OF PROFITS AND RESERVES127.

POWER OF CAPITALISATIONThe Company, upon the recommendation of the Directors, may from time to timeby Ordinary Resolution resolve that it is desirable to capitalise any sum standing to
the credit of any of the Company's reserve accounts (including Share Premium
Account and Capital Redemption Reserve) or any sum standing to the credit ofprofit and loss account or otherwise available for distribution and accordingly thatthe Directors be authorised and directed to appropriate the sum resolved to becapitalised to the Members or any class of Members who would be entitled thereto
if distributed by way of dividend and in the same proportions and to apply such
sum on their behalf, either in or towards paying up the amounts, if any, for the time
being unpaid on any shares held by such Members respectively, or in paying up in
full unissued shares or debentures of the Company of a nominal amount equal tosuch sum, such shares or debentures to be allotted and distributed credited as
fully paid up to and amongst such Members in the proportion aforesaid or partly in
one way and partly in the other Provided That the Share Premium Account andCapital Redemption Reserve may be applied hereunder only in the paying up ofunissued shares to be issued to Members as fully paid.

128.

IMPLEMENTATION BY DIRECTORSThe Directors may do all acts and things considered necessary or expedient togive effect to any such capitalisation, with full power to the Directors to make suchprovisions as they think fit for any fractional entitlements which would arise on thebasis aforesaid (including provisions whereby fractional entitlements are
disregarded or the benefit thereof accrues to the Company rather than to themembers concerned or whereby fractional entitlements are retained andaccumulated on behalf of any holder of Ordinary Shares and such retained
entitlements are applied in the allotment of fully paid Ordinary Shares by way ofbonus to such member or cash subscription of fully paid Ordinary Shares on suchmember’s behalf). The Directors may authorise any person to enter into anagreement with the Company on behalf of all the members interested providing forany such capitalisation and matters incidental thereto and any agreement madeunder such authority shall be effective and binding on all concerned.
MINUTES AND BOOKS

43
8786224v2/000282.000308 - LAYTONS129.

MINUTES OF PROCEEDINGSThe Directors shall cause minutes to be made in books to be provided for the
purpose:129.1.1 Of all appointments of officers made by the Directors.
129.1.2 Of the names of the Directors present at each meeting of Directors and of
any committee of Directors.
129.1.3 Of all resolutions and proceedings at all meetings of the Company and of
any class of Members of the Company and of the Directors and ofCommittees of Directors.

130.

STATUTORY REGISTERS
The Directors shall duly comply with the provisions of the Statutes in regard to
keeping a Register of Members, a Register of Directors and Secretaries, a
Register of Directors' Interests, a Register of Debenture Holders, a Register of
Mortages and Charges and a Register of interests in the voting shares of theCompany and in regard to the production and furnishing of copies of suchregisters of the Company.

131.

FORM OF RECORDS
Any register, index, minute book, book of account or other book required by these
Articles or the Statutes to be kept by or on behalf of the Company may be kept bymaking entries in bound books or by making entries in computer software, or byrecording them in any other manner. In any case in which bound books are notused, the Directors shall take adequate precautions for guarding against
falsification and for facilitating its discovery.
ACCOUNTS132.

BOOKS OF ACCOUNTThe books of account shall be kept at the Office or at such other place within
Great Britain as the Directors think fit and shall always be open to the inspection of
the Directors. No Member (other than a Director) shall have any right of inspecting
any book of account or document of the Company except as conferred by law or
authorised by the Directors.

133.

PREPARATION AND SUBMISSION OF ACCOUNTSThe Directors shall from time to time in accordance with the provisions of the
Statutes cause to be prepared and to be laid before a General Meeting of theCompany such profit and loss accounts, balance sheets, group accounts (if any)
and reports as may be necessary.

134.

SUMMARY FINANCIAL STATEMENTS
Subject to compliance with the relevant provisions of the Act and of any relevant
regulations made by the Secretary of State, the Directors may send summary
financial statements to Members instead of the documents referred to in Section
423(1) of the Act.

135.

DESPATCH OF ACCOUNTS
A copy of the summary financial statement, or, if the Directors do not send or are
not permitted to send to Members summary financial statements, then a printed
copy of every balance sheet and profit and loss account which is to be laid before
a General Meeting of the Company (including every document required by law to
be comprised therein or attached or annexed thereto) together with a copy of
every report of the Auditors relating thereto and of the Directors' report shall, notless than twenty-one days before the date of the meeting, be sent to every

448786224v2/000282.000308 - LAYTONSMember and every debenture holder of the Company and to every other person
who is entitled to receive notices from the Company under the provisions of the
Statutes or of these Articles Provided That this Article shall not require a copy ofthese documents to be sent to any person of whose address the Company is notaware or to more than one of any joint holders, but any Member to whom a copy ofthese documents has not been sent shall be entitled to receive a copy free ofcharge on application at the Office.
136.

INFORMATION ON INVESTMENTS
Save as may be necessary for complying with the provisions of the Statutes or as
the Company may by Resolution otherwise resolve, the Directors shall not bebound to publish any list or particulars of the securities or investments held by theCompany or to give any information with reference to the same to any Member.
AUDITORS137.

APPOINTMENT AND DUTIES
Auditors shall be appointed and their duties regulated in accordance with theprovisions of the Statutes.

138.

DEFECTIVE APPOINTMENT
Subject to the provisions of the Statutes, all acts done by any person acting as an
Auditor shall, as regards all persons dealing in good faith with the Company, bevalid notwithstanding that there was some defect in his appointment or that he wasat the time of his appointment not qualified for appointment or subsequently
become disqualified.

139.

GENERAL MEETINGSThe Auditors shall be entitled to attend any General Meeting and to receive all
notices of and other communications relating to any General Meeting which any
Member is entitled to receive and to be heard at any General Meeting on any partof the business of the meeting which concerns him as Auditor.

140.

NOTICES DOCUMENTS AND COMMUNICATIONSThe Company shall send to a member any notice or other document or information
pursuant to these Articles, the Statutes, or other rules and regulations applicableto the Company by whichever of the following methods it may determine at its
discretion:
140.1.1 Personally; or
140.1.2 By posting the notice or other document or information in a prepaid
envelope addressed, in the case of a member, to his registered address,
or in any other case, to the person’s usual address; or
140.1.3 By leaving the notice or other document at that address; or
140.1.4 If the member has agreed (generally or specifically) that the document or
information may be sent using electronic means (and has not revokedthat agreement), by sending the notice or other document or information
using electronic communication to such address (if any) for the time being
notified to the Company by or on behalf of the member for that purpose(generally or specifically); or
140.1.5 In accordance with Article 140.2 below; or
140.1.6 By any other method approved by the board.
WebsiteSubject to the provisions of the Act, the Company may also send to a member any
notice or other document or information pursuant to these Articles, legislation or

140.2

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8786224v2/000282.000308 - LAYTONS

140.3140.4

other rules and regulations applicable to the Company by making that notice orother document or information, available on a website where:
140.2.1 the member has agreed (or is deemed to have agreed in accordance withthe provisions of the Act) to such method of communication;
140.2.2 the notice or document is one to which that agreement applies;
140.2.3 the member is notified, in writing, of:(a)the publication of the notice, document or information on a
website;(b)
the address of that website;(c)the place on that website where the notice or document may beaccessed and how it may be accessed; and140.2.4 the notice or document is published on that website for the applicable
notice period provided in these Articles, legislation or other rules andregulations applicable to the Company, or a period of not less than 28
days beginning on the day that notice pursuant to paragraph 146.2(c) issent or (if later) deemed sent. Provided that, if the notice or document ispublished on that website for a part, but not all of, the applicable period,
the notice or document shall be treated as being published throughoutthat period if the failure to publish that notice or document throughout that
period is wholly attributable to circumstances which were not bereasonably avoidable or preventable by the Company.
Hard Copy Documents
Where a member has been sent a notice, document or other information by theCompany otherwise than in hard copy form, the Company will at the written
request of such member send a hard copy of such notice, document or otherinformation to that member within twenty-one days of receipt of such written
request by the Company.
Time of Service
Where a notice or other document or information is served in an electronic
communication other than a website, service shall be deemed to be effected at the
expiration of 48 hours after the time it was sent. Proof that a notice contained inan electronic communication was sent in accordance with guidance issued by theInstitute of Chartered Secretaries and Administrators from time to time shall beconclusive evidence that the notice was given. An electronic communication shallnot be treated as received by the Company if it is rejected by computer virus
protection arrangements. In the case of a notice served by first class post, service
shall be deemed to be effected twenty-four hours (or, where second-class mail is
employed, forty-eight hours) after the time when the letter containing the same isposted (save that, if the foregoing provisions of this sentence would otherwise
result in a notice or other document being deemed to have been served on a
Sunday or a Bank Holiday (as defined in the Act), such service shall be deemed tobe effected at 9.00am on the next following day which is not a Sunday or a Bank
Holiday) and in proving such service it shall be sufficient to prove that such letter
was properly addressed, stamped and posted. Any notice or other document
delivered or left at a registered address otherwise than by post shall be deemed tohave been served or delivered at the time when it is so delivered or left

141.

JOINT HOLDINGSIn respect of joint holdings, all notices shall be given to that one of the joint holders
whose name stands first in the Register of Members and notice so given shall be
sufficient notice to all the joint Members.

142.

DEATH OR BANKRUPTCY
A person entitled to a share in consequence of the death or bankruptcy of a
Member, upon supplying to the Company such evidence as the Directors may

46
8786224v2/000282.000308 - LAYTONSreasonably require to show his title to the share and upon supplying also anaddress within the United Kingdom for the service of notices, shall be entitled tohave served upon him at such address any notice or document to which theMember but for his death or bankruptcy would be entitled, and such service shallfor all purposes be deemed a sufficient service of such notice or document on all
persons interested (whether jointly with or as claiming through or under him) in theshare. Save as aforesaid, any notice or document delivered or sent by post to orleft at the registered address of any Member in pursuance of these Articles shall,
notwithstanding that such Member be then dead or bankrupt and whether or not
the Company have notice of his death or bankruptcy, be deemed to have been
duly served in respect of any share registered in the name of such Member assole or joint holder.
143.

ABSENCE OF U.K. ADDRESSA Member who (having no registered address within the United Kingdom) has not
supplied to the Company an address within the United Kingdom for the service ofnotices shall not be entitled to receive notices from the Company.

144.

POSTAL NOTICE OF MEETING
If at any time by reason of the suspension or curtailment of postal services within
the United Kingdom the Company is unable effectively to convene a General
Meeting by notices sent through the post, a General Meeting may be convened bya notice advertised on the same date in at least two leading national daily
newspapers with appropriate circulation and such notice shall be deemed to havebeen duly served on all members entitled thereto at noon on the day when theadvertisement appears. In any such case the Company shall send confirmatory
copies of the notice by post if at least seven days prior to the meeting the postingof notices to addresses throughout the United Kingdom again becomespracticable.

145.

UNTRACEABLE MEMBERS
If at any time two or more notices or other documents served on a Member
through the post in accordance with the provisions of Article 139 have beenreturned to the Company having failed to be delivered to the Member, such
Member shall not be entitled to receive notices or other documents from theCompany unless and until written application by such Member to resume service
of notices and other documents at their registered address or to change theirregistered address to some other address or where a person entitled to a share inconsequence of the death of bankruptcy of a Member complies with the provisionsof Article 142. Any Member who ceases under this Article to be entitled to receive
notices shall continue to be entitled to attend and vote at general meetings of theCompany and to appoint proxies to attend and vote on their behalf.

146.

OVERRIDING STATUTORY REQUIREMENTS
Nothing in these Articles shall affect any requirement of the Statutes that any
particular offer, notice or other document be served in any particular manner.

147.

WINDING-UP
If the Company shall be wound up (whether the liquidation is voluntary, under
supervision or by the Court) the Liquidator may, with the authority of a Special
Resolution, divide among the Members in specie or kind the whole or any part of
the assets of the Company and whether or not the assets shall consist of propertyof one kind or shall consist of properties of different kinds and may for such
purpose set such value as he deems fair upon any one or more class or classes ofproperty and may determine how such division shall be carried out as between the478786224v2/000282.000308 - LAYTONSMembers or different classes of Members. The Liquidator may with the likeauthority vest any part of the assets in trustees upon such trusts for the benefit ofMembers as the Liquidator with the like authority shall think fit and the liquidationof the Company may be closed and the Company dissolved, but so that nocontributory shall be compelled to accept any shares in respect of which there isliability. The Liquidator may make any provision or arrangement sanctioned by the
Court.
INDEMNITY
148.

INDEMNITY
Subject to the provisions of the Statutes, every Director, Alternate Director,
Secretary or other officer of the Company shall be entitled to be indemnified by theCompany directly or indirectly (whether by funding any expenditure incurred or to
be incurred by him) against all costs, charges, losses, expenses and liabilities
incurred by him in the actual or purported execution, discharge or exercise of his
duties or powers or otherwise in relation to his duties, powers, office or
employment including without limitation any liability incurred by him in defending
any proceedings (whether civil or criminal) relating to anything done or omitted or
alleged to have been done or omitted by him as an officer or employee of theCompany and whether in connection with any proven or alleged negligence,
default, breach of duty or breach of trust by that officer or otherwise in relation to
the Company or any association company (as defined by sections 232 to 235 of
the Act).

149.

LIABILITY INSURANCE
Subject to the provisions of the Statutes, the Directors shall have power to effectand maintain insurance for or in respect or for the benefit of any person or persons
who hold or at any time held office as a director, secretary or auditor of, or is or
was employed by, the Company or any other company which is its holding
company or in which the Company or any such holding company or any
predecessor of the Company or any such holding company has any direct orindirect interest or which is in any way associated with the Company or who are orwere at any time trustees of any pension fund in which employees of the Company
or of any such other company are interested, including without limitation insurance
against any liability, loss or expenditure which any such person might incur byreason of their holding any such office, employment or position or of any act oromission in the actual or purported execution, discharge or exercise of any of theirduties or powers whether in connection with any proven or alleged negligence,
default, breach of duty or trust by him or otherwise in relation to the Company or
any associated company (as defined by sections 256 of the Act).
SECRECY150.

SECRECY
No member or general meeting or other meeting of members shall be entitled torequire discovery of or any information respecting any detail of the Company's
trading or the trading of any of its subsidiaries or any matter that is or may be in
the nature of a trade secret or secret process, or that may relate to the conduct of
the business of the Company or any of its subsidiaries which in the opinion of theBoard it would be inexpedient in the interests of the Company to communicate to
the public.

48
8786224v2/000282.000308 - LAYTONS

________________________________________________________________________
Names, Addresses and Descriptions of Subscribers________________________________________________________________________MARTIN FRANCIS WOOD
27 Northmoor Road
OxfordResearch Assistant

KATHLEEN AUDREY WOOD
27 Northmoor Road
OxfordMarried Woman________________________________________________________________________
Dated the 21st day of September 1963

Witness to the above Signatures:
JOHN R MATHER
9 Duke Street
Manchester Square
London W1

498786224v2/000282.000308 - LAYTONS