KEYWORDS STUDIOS PLC

ARTICLES OF ASSOCIATION

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TABLE OF CONTENTS
DEFINITIONS....................................................................................................................................1
LIABILITY OF MEMBERS .................................................................................................................4
FORM OF RESOLUTION .................................................................................................................4
EXCLUSION OF MODEL ARTICLES (AND ANY OTHER PRESCRIBED REGULATIONS) ..........4
REGISTERED OFFICE .....................................................................................................................4

SHARE CAPITAL ............................................................................................................ 4
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ALLOTMENT, REDUCTION AND ALTERATION .............................................................................4
SHARE WARRANTS TO BEARER ..................................................................................................5
COMMISSIONS AND BROKERAGE ................................................................................................5
TRUSTS NOT RECOGNISED ..........................................................................................................5
VARIATION OF CLASS RIGHTS .....................................................................................................6
CLASS MEETINGS ...........................................................................................................................6
FRACTIONS......................................................................................................................................6

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RIGHT TO CERTIFICATES ..............................................................................................................7
REPLACEMENT CERTIFICATES ....................................................................................................815

UNCERTIFICATED SHARES ...........................................................................................................8

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COMPANY'S LIEN ON SHARES NOT FULLY PAID .......................................................................9
ENFORCEMENT OF LIEN BY SALE ............................................................................................ 10
APPLICATION OF SALE PROCEEDS .......................................................................................... 10
CALLS ............................................................................................................................................ 10
LIABILITY OF JOINT HOLDERS ................................................................................................... 11
INTEREST ...................................................................................................................................... 11
DIFFERENTIATION ....................................................................................................................... 11
PAYMENT IN ADVANCE OF CALLS ............................................................................................ 11
RESTRICTIONS IF CALLS UNPAID ............................................................................................. 11
SUMS DUE ON ALLOTMENT TREATED AS CALLS ................................................................... 11

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FORFEITURE AFTER NOTICE OF UNPAID CALL ...................................................................... 11
NOTICE AFTER FORFEITURE ..................................................................................................... 12
CONSEQUENCES OF FORFEITURE........................................................................................... 12
DISPOSAL OF FORFEITED SHARE ............................................................................................ 12
PROOF OF FORFEITURE ............................................................................................................ 13

CERTIFICATED SHARES .............................................................................................. 7

UNCERTIFICATED SHARES ......................................................................................... 8
LIEN ON SHARES .......................................................................................................... 9

FORFEITURE ............................................................................................................... 11

UNTRACED MEMBERS ............................................................................................... 13
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SALE OF SHARES ........................................................................................................................ 13
APPLICATION OF SALE PROCEEDS .......................................................................................... 14

TRANSFER OF SHARES ............................................................................................. 14
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FORM OF TRANSFER .................................................................................................................. 14
REGISTRATION OF A CERTIFICATED SHARE TRANSFER...................................................... 14
REGISTRATION OF AN UNCERTIFICATED SHARE TRANSFER .............................................. 15
RENUNCIATION OF ALLOTMENTS ............................................................................................. 15
NO FEE ON REGISTRATION ....................................................................................................... 15

TRANSMISSION OF SHARES ..................................................................................... 16
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ON DEATH ..................................................................................................................................... 16
ELECTION OF PERSON ENTITLED BY TRANSMISSION .......................................................... 16
RIGHTS ON TRANSMISSION ....................................................................................................... 1741

GENERAL MEETINGS .................................................................................................................. 17

GENERAL MEETINGS ................................................................................................. 1770467739-3

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SIMULTANEOUS ATTENDANCE AND PARTICIPATION BY ELECTRONIC MEANS ................ 18
NOTICE OF GENERAL MEETINGS.............................................................................................. 18
QUORUM FOR GENERAL MEETING .......................................................................................... 20
PROCEDURE IF QUORUM NOT PRESENT ................................................................................ 20
CHAIR OF GENERAL MEETING .................................................................................................. 21
RIGHTS OF DIRECTORS AND OTHERS TO ATTEND MEETINGS ........................................... 21
ACCOMMODATION OF MEMBERS AT MEETING ...................................................................... 21
SECURITY ..................................................................................................................................... 21
POWER TO ADJOURN ................................................................................................................. 22
NOTICE OF ADJOURNED MEETING ........................................................................................... 22
BUSINESS OF ADJOURNED MEETING ...................................................................................... 23

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VOTING AT A GENERAL MEETING ............................................................................................. 23
POLL PROCEDURE ...................................................................................................................... 23
VOTES OF MEMBERS .................................................................................................................. 24
CHAIR'S CASTING VOTE ............................................................................................................. 24
VOTING RESTRICTIONS ON AN OUTSTANDING CALL ............................................................ 24
PROXY INSTRUMENT .................................................................................................................. 24
TERMINATION OF PROXY OR CORPORATE AUTHORITY ...................................................... 26
CORPORATE REPRESENTATIVES............................................................................................. 26
AMENDMENT TO RESOLUTIONS ............................................................................................... 27
OBJECTION TO ERROR IN VOTING ........................................................................................... 27

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FAILURE TO DISCLOSE INTERESTS IN SHARES ..................................................................... 28

VOTING ........................................................................................................................ 23

FAILURE TO DISCLOSE INTERESTS IN SHARES ..................................................... 28
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS ............................. 29
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NUMBER OF DIRECTORS ........................................................................................................... 29
NO SHARE QUALIFICATION ........................................................................................................ 29
COMPANY'S POWER TO APPOINT DIRECTORS ...................................................................... 29
BOARD'S POWER TO APPOINT DIRECTORS ........................................................................... 30
APPOINTMENT OF EXECUTIVE DIRECTORS ........................................................................... 30
ELIGIBILITY OF NEW DIRECTORS ............................................................................................. 30
ROTATIONAL RETIREMENT AT ANNUAL GENERAL MEETING ............................................... 30
POSITION OF RETIRING DIRECTOR .......................................................................................... 31
REMOVAL BY ORDINARY RESOLUTION ................................................................................... 31
VACATION OF DIRECTOR'S OFFICE .......................................................................................... 31

ALTERNATE DIRECTORS ........................................................................................... 32
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APPOINTMENT ............................................................................................................................. 32
RESPONSIBILITY .......................................................................................................................... 32
PARTICIPATION AT BOARD MEETINGS .................................................................................... 32
INTERESTS ................................................................................................................................... 32
TERMINATION OF APPOINTMENT ............................................................................................. 33

BOARD POWERS ........................................................................................................ 33
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BOARD POWERS.......................................................................................................................... 33
DIRECTORS BELOW THE MINIMUM NUMBER .......................................................................... 33
DELEGATION TO EXECUTIVE DIRECTORS .............................................................................. 33
DELEGATION TO COMMITTEES ................................................................................................. 33
LOCAL MANAGEMENT ................................................................................................................. 34
DELEGATION TO AGENTS .......................................................................................................... 34
EXERCISE OF VOTING POWER .................................................................................................. 34
PROVISION FOR EMPLOYEES ................................................................................................... 34
OVERSEAS REGISTERS .............................................................................................................. 35

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ASSOCIATE DIRECTORS ............................................................................................................ 35
BORROWING POWERS ............................................................................................................... 35

DIRECTORS' REMUNERATION, EXPENSES AND BENEFITS ................................... 36
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FEES .............................................................................................................................................. 36
EXPENSES .................................................................................................................................... 36
REMUNERATION OF EXECUTIVE DIRECTORS ........................................................................ 36
SPECIAL REMUNERATION .......................................................................................................... 36
PENSIONS AND OTHER BENEFITS ............................................................................................ 36

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BOARD MEETINGS ....................................................................................................................... 37
NOTICE OF BOARD MEETINGS .................................................................................................. 37
QUORUM ....................................................................................................................................... 37
BOARD CHAIR .............................................................................................................................. 37
VOTING .......................................................................................................................................... 37
REMOTE PARTICIPATION ........................................................................................................... 37
WRITTEN RESOLUTIONS ............................................................................................................ 38
COMMITTEE PROCEEDINGS ...................................................................................................... 38
MINUTES ....................................................................................................................................... 38
VALIDITY OF PROCEEDINGS ...................................................................................................... 38

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PERMITTED INTERESTS ............................................................................................................. 39
DISCLOSURE OF INTERESTS TO BOARD ................................................................................. 39
INTERESTED DIRECTOR NOT TO VOTE OR COUNT FOR QUORUM ..................................... 39
DIRECTOR'S INTEREST IN OWN APPOINTMENT ..................................................................... 40
CONCLUSIVE RULINGS ON DIRECTORS' INTERESTS ............................................................ 40
CONNECTED PERSONS .............................................................................................................. 40
SUSPENSION OR RELAXATION OF PROVISIONS CONCERNING DIRECTORS'INTERESTS ................................................................................................................................... 40

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SECRETARY ................................................................................................................................. 42

DIRECTORS' PROCEEDINGS ..................................................................................... 37

INTERESTS OF DIRECTORS ...................................................................................... 39

SECRETARY ................................................................................................................ 42
SEALS AND DOCUMENT AUTHENTICATION ............................................................ 42
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SAFE CUSTODY ........................................................................................................................... 42
APPLICATION OF SEAL ............................................................................................................... 42
OFFICIAL SEAL FOR USE ABROAD ........................................................................................... 43
DIRECTORS OR SECRETARY TO AUTHENTICATE OR CERTIFY ........................................... 43

DIVIDENDS AND OTHER PAYMENTS ........................................................................ 43
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DECLARATION .............................................................................................................................. 43
INTERIM DIVIDENDS .................................................................................................................... 43
ENTITLEMENT TO DIVIDENDS .................................................................................................... 43
PAYMENT METHODS ................................................................................................................... 43
DEDUCTIONS................................................................................................................................ 44
INTEREST ...................................................................................................................................... 44
UNCLAIMED DIVIDENDS ............................................................................................................. 44
UNCASHED DIVIDENDS .............................................................................................................. 45
DIVIDENDS IN KIND...................................................................................................................... 45
SCRIP DIVIDENDS ........................................................................................................................ 45
RESERVES .................................................................................................................................... 46
CAPITALISATION OF PROFITS AND RESERVES ...................................................................... 46

RECORD DATES ......................................................................................................... 47
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BOARD TO FIX DATE ................................................................................................................... 47

ACCOUNTS .................................................................................................................. 47

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ACCESS TO ACCOUNTING RECORDS ...................................................................................... 47
DISTRIBUTION OF ANNUAL ACCOUNTS ................................................................................... 48

NOTICES ...................................................................................................................... 48
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FORMS OF NOTICES ................................................................................................................... 48
SERVICE ON MEMBERS .............................................................................................................. 48
NOTICES BY ADVERTISEMENT .................................................................................................. 50
EVIDENCE OF GIVING NOTICE ................................................................................................... 50
NOTICE BINDING ON TRANSFEREES........................................................................................ 51
NOTICE TO PERSONS ENTITLED BY TRANSMISSION ............................................................ 51

DOCUMENT DESTRUCTION....................................................................................... 51
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DOCUMENT DESTRUCTION ....................................................................................................... 51

INDEMNITY .................................................................................................................. 52
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RIGHT TO INDEMNITY ................................................................................................................. 52
POWER TO INSURE ..................................................................................................................... 53

AUDITORS ................................................................................................................... 53
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VALIDITY OF AUDITOR'S ACTS .................................................................................................. 53
AUDITOR'S RIGHT TO ATTEND GENERAL MEETINGS ............................................................ 53

Company number: 8548351
THE COMPANIES ACT
2006
PUBLIC COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONof KEYWORDS STUDIOS PLC(Adopted by Special Resolution passed on 20 May 2022)

PRELIMINARY
1

DEFINITIONS

1.1

In these Articles (unless the context requires otherwise) the following words have thefollowing meanings;"Act"means the Companies Act 2006;"AIM"

means the market of that name operated by the
London Stock Exchange;"AIM Rules"

means the AIM Rules for Companies published by
the London Stock Exchange (including, without
limitation, any guidance notes or statements ofpractice), as amended from time to time, whichgovern the obligations and responsibilities ofcompanies whose securities are admitted to trading
on AIM, a market operated by the London Stock
Exchange;"Articles"

means these articles of association as altered fromtime to time and "Article" shall be construed
accordingly;"Auditors"means the auditors for the time being of theCompany;"bankruptcy"

includes individual insolvency proceedings in ajurisdiction other than England and Wales orNorthern Ireland which have an effect similar to thatof bankruptcy;"Board"means the board of Directors for the time being of
the Company or the Directors present or deemed to
be present at a duly convened meeting at which aquorum is present;"certificated"means in relation to a share, that is recorded in theRegister of Members as being held in certificatedform;"clear days"

means in relation to a period of notice, the period
excluding the day when the notice is served ordeemed served and the day for which it is given oron which it is to take effect;"Companies Acts"

has the same meaning as in section 2 of the Act;"Company"means Keywords Studios Plc, registered in Englandwith number 0854351;"Director"

means a director for the time being of the Company;

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"document"

includes, unless otherwise specified, any document
sent or supplied in electronic form;"electronic form"

has the same meaning as in section 1168 of theAct;"electronic means"

has the same meaning as in section 1168 of theAct;"execution"means any mode of execution (and "executed" shallbe construed accordingly);"fully paid"in relation to a share, means that the nominal value
and any premium to be paid to the Company inrespect of that share have been paid to theCompany;"Group"means the group comprising the Company and its
subsidiary undertakings from time to time (notincluding any parent undertaking of the Company);"Group Undertaking"means any undertaking in the Group, including theCompany;"holder"means in relation to a share, the member whosename is entered in the Register of Members as theholder of that share;"Issuer-Instruction"means an issuer-instruction, as defined in the
Uncertificated Securities Regulations;"London Stock Exchange"means London Stock Exchange Plc;

"member"means a member of the Company or, if the context
so requires, a member of the Board or of any
committee of the Board;"Operator"

means the Operator (as defined in the
Uncertificated Securities Regulations) of the
Uncertificated System;"Ordinary Shares"

means ordinary shares of £0.01 each in the
Company;"paid or paid up"means paid up or credited as paid up;"participating issuer"

has the same meaning as in the UncertificatedSecurities Regulations;"Participating Security"means a share or class of shares or a renounceable
right of allotment of a share, title to which ispermitted to be transferred by means of an
Uncertificated System in accordance with theUncertificated Securities Regulations;"Protocol"means the protocol approved by the Board fromtime to time governing the procedure for andconduct of meetings of the Board and certain
determinations to be made by the Board;"partly paid"in relation to a share means that part of that share's
nominal value or any premium at which it wasissued which has not been paid to the Company;"Registered Office"means the registered office from time to time of theCompany;"Register of Members"means the Company's register of members kept
pursuant to the Companies Acts;

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1.2"Seal"

means the common seal of the Company or any
official or securities seal that the Company has or
may have as permitted by the Companies Acts;"Secretary"means the secretary of the Company or any otherperson appointed to perform any of the duties of thesecretary of the Company including a joint,
temporary, assistant or deputy secretary;"share"means a share in the capital of the Company;"System-Participant"means a system-participant, as defined in the
Uncertificated Securities Regulations;"uncertificated"means in relation to a share, a share to which title isrecorded in the Register of Members as being heldin uncertificated form and title to which may betransferred by means of an Uncertificated System inaccordance with the Uncertificated Securities
Regulations;"Uncertificated Securities
Regulations;means the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755); and"Uncertificated System"means the CREST system or any other applicablesystem which is a "relevant system" for the purposeof the Uncertificated Securities Regulations.

In these Articles:(A)words or expressions that are not defined in Article 1.1 have the same meanings(where applicable) as in the Companies Acts as in force on the date of the
adoption of these Articles;(B)a reference to any statute or any statutory instrument or any provision of astatute or of a statutory instrument includes a reference to any statutory
modification or re-enactment of it for the time being in force, as (whereapplicable) amended or modified or extended by any other statute or any order,
regulation, instrument or other subordinate legislation made under such statuteor statutory provision or under the statute under which such statutory instrument
was made;(C)words in the singular include the plural and vice versa, words importing any
gender include all genders and a reference to a "person" includes any
individual, firm, partnership, unincorporated association, company, corporation orother body corporate;(D)a reference to one gender shall include a reference to the other genders;(E)

references to "writing" or "written" include printing, typewriting, lithography,
photography and any other modes of representing or reproducing words in alegible and non-transitory form and documents and information sent or suppliedin electronic form or made available on a website are "in writing" for the purposesof these Articles;(F)a reference to an Uncertificated System is a reference to the UncertificatedSystem in respect of which the particular share or class of shares orrenounceable right of allotment of a share is a Participating Security;(G)references to "address", in relation to documents in electronic form, includes
any number or address used for the supply of documents in electronic form;(H)

where an ordinary resolution is expressed to be required for any purpose, aspecial resolution is also effective for such purpose; and(I)

headings do not affect the interpretation of any Article.

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LIABILITY OF MEMBERS
The liability of each member is limited to the amount, if any, unpaid on the share(s) heldby such member.

3

FORM OF RESOLUTION
Subject to the Companies Acts, where anything can be done by passing an ordinary
resolution, this can also be done by passing a special resolution.

4

EXCLUSION OF
REGULATIONS)MODELARTICLES

(AND

ANY

OTHER

PRESCRIBEDNo regulations or articles set out in any statute, or in any statutory instrument or othersubordinate legislation made under any statute, concerning companies (including theregulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shallapply as the articles of the Company. The following shall be the articles of associationof the Company.
5

REGISTERED OFFICEThe Company's registered office is to be situated in England and WalesSHARE CAPITAL

6

ALLOTMENT, REDUCTION AND ALTERATION

6.1

Subject to the Companies Acts, these Articles and to any relevant authority of theCompany in general meeting required by the Act, the Board may offer, allot, grant
options or otherwise deal with or dispose of shares or grant rights to subscribe for orconvert any security into shares to such persons, at such times and on such terms as it
may decide (including, without limitation, terms relating to the renunciation of any
allotment). No shares may be issued at a discount.

6.2

The Board may, at any time after the allotment of any share but before any person has
been entered in the Register of Members, recognise a renunciation by the allottee infavour of some other person and accord to the allottee of a share a right to effect such
renunciation and/or allow the rights to be represented to be one or more Participating
Securities, in each case upon the subject to such terms and conditions as the Board
may think fit to impose.

6.3

Subject to the Companies Acts and without prejudice to any rights attached to any
shares, any share may be issued with such rights or restrictions as the Company may
by ordinary resolution determine.

6.4

Subject to the Companies Acts, any share may be issued which is, or is to be liable, tobe redeemed at the option of one or both of the Company or the holder, and the Board
may determine the terms, conditions and manner of redemption of any suchredeemable share. Such terms and conditions shall apply to the relevant shares as if
the same were set out in these Articles.

6.5

The Company, by special resolution, may reduce its share capital, any capital
redemption reserve fund or any share premium account in any manner and with, andsubject to, any incident authorised, and consent required, by law.

6.6

The Company, by ordinary resolution, may:(A)

consolidate and divide all or any of its share capital into shares of larger amount;(B)subject to the Act, subdivide its shares, or any of them, into shares of smaller
amount, so however that in the sub-division the proportion between the amount
paid and the amount, if any, unpaid on each reduced share shall be the same as
it was in the case of the share from which the reduced share is derived (and sothat the resolution whereby any share is sub-divided may determine that, as
between the holders of the shares resulting from such sub-division, one or moreof the shares may have, as compared with the others, any such preferred,

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deferred or other rights or be subject to any such restrictions as the Company
has power to attach to unissued or new shares); or(C)

cancel any shares which, at the date of the passing of the resolution, have notbeen taken or agreed to be taken by any person and reduce the amount of its
authorised share capital by the amount of the shares so cancelled.

7

SHARE WARRANTS TO BEARER

7.1

Subject to the Companies Acts, the Company may, with respect to any fully paid
shares, issue a warrant (a "share warrant") stating that the bearer of the warrant isentitled to the shares specified in it. The Company may provide (by coupons orotherwise) for the payment of future dividends on the shares included in a share
warrant. The shares specified in the share warrant may be transferred by the deliveryof the share warrant. The provisions of these Articles as to transfer and transmission ofshares shall not apply to share warrants.

7.2

The powers referred to in Article 7.1 may be exercised by the Board. The Board may
determine and vary the terms on which a share warrant is to be issued, including(without limitation) terms on which:(A)

a new share warrant or coupon may be issued in the place of one damaged,
defaced, worn out or lost (provided that no new share warrant shall be issued toreplace one that has been lost unless the Board is satisfied beyond reasonable
doubt that the original has been destroyed);(B)the bearer of the share warrant may be entitled to receive notice of and toattend, vote and demand a poll at general meetings;(C)

dividends may be paid; and(D)

any share warrant may be surrendered and the name of the holder entered in
the Register of Members in respect of the shares specified in it.

7.3

Subject to the terms on which a share warrant is issued and to these Articles, thebearer of a share warrant shall be deemed to be a member for all purposes. The
bearer of a share warrant shall be subject to the terms in force and applicable to suchshare warrant, whether made before or after its issue.

7.4

The Company shall not be bound to recognise (even if it has notice of it) any interest in
or in respect of any share represented by a share warrant other than the bearer's
absolute right to the share warrant.

7.5

The Company shall not be responsible for any loss or damage suffered by any person
by reason of the Company entering in the Register, upon the surrender of a share
warrant, the name of any person who is not the true and lawful owner of that share
warrant.

8

COMMISSIONS AND BROKERAGE
The Company may exercise all powers conferred by the Companies Acts of paying
commissions in relation to a subscription for shares or other allotment. Subject to theCompanies Acts, such commissions may be satisfied in cash or by the allotment of fullyor partly paid shares or other securities or any combination of such methods. The
Company may also pay such brokerage in relation to a subscription for shares as may
be lawful.

9

TRUSTS NOT RECOGNISED
Except as otherwise provided by these Articles, required by law or as ordered by a
Court of competent jurisdiction, no person shall be recognised by the Company asholding any share on any trust and the Company shall not be bound by or recognise
any equitable, contingent, future, partial or other claim to or interest in any share except
an absolute right of the holder to the share in its entirety (even if the Company has
notice of such interest).

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10

VARIATION OF CLASS RIGHTS

10.1

Subject to the Companies Acts and if the share capital of the Company is divided intoshares of different classes, any of the rights attached to any class of shares(notwithstanding that the Company may be or be about to be in liquidation) may (unlessthe rights attached to the shares of the class otherwise provide) be varied or abrogatedin any manner, either with the consent in writing of the holders of not less than threequarters in nominal value of the issued shares of the class or with the sanction of a
special resolution passed at a separate meeting of the holders of shares of the class
duly convened and held in accordance with Article 11.

10.2

Subject to the terms of issue of or rights attached to any shares, the rights or privileges
attached to any class of shares shall be deemed not to be varied or abrogated by:(A)

the creation or issue of any new shares ranking pari passu in all respects (saveas to the date from which such new shares shall rank for dividend) with orsubsequent to those already issued;(B)

the reduction of the capital paid up on such shares or by the purchase orredemption by the Company of any of its own shares in accordance with theCompanies Acts and these Articles; or(C)

the Board resolving that a class of shares is to become or is to cease to be, or
the Operator permitting such class of shares to become or to cease to be, aParticipating Security.

11

CLASS MEETINGS

11.1

The Board may call a separate general meeting of the holders of the shares of any
class at any time and for any purpose as it thinks fit.

11.2

A separate meeting for the holders of a class of shares shall be convened andconducted as nearly as possible in the same way as a general meeting pursuant tothese Articles, except that:(A)

no member, other than a Director, shall be entitled to notice of it or to attend
such meeting unless he is a holder of shares of that class;(B)no vote may be given except in respect of a share of that class;(C)

the quorum at the meeting other than an adjourned meeting shall be two persons
holding or representing by proxy at least one-third in nominal value of the issued
shares of that class and at an adjourned meeting the quorum shall be one
person holding shares of that class or his proxy, regardless of the number ofshares held by such person; and(D)a poll may be demanded by a member present in person or by proxy and entitledto vote at the meeting and on a poll each member shall have one vote for every
share of that class of which he is the holder.

12

FRACTIONS

12.1

If, as the result of a consolidation and division or a sub-division of shares, fractions ofshares become attributable to members, the Board may on behalf of the members deal
with the fractions as it thinks fit, including (without limitation) in either of the ways
prescribed in this Article 12 below.

12.2

The Board may sell shares representing the fractions to any person (including, subject
to the Companies Acts, the Company) for the best price reasonably obtainable anddistribute the net proceeds of sale in due proportion amongst the persons to whomsuch fractions are attributable (except that if the amount due to a person is less than
£5.00, the Company may retain such sum for its own benefit). To give effect to such
sale the Board may:(A)

in the case of certificated shares, authorise a person to execute an instrument oftransfer of shares to the purchaser or as the purchaser may direct; and(B)

in the case of uncertificated shares, exercise any power conferred on it by
Article 15.10 to effect a transfer of the shares.

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12.3

The purchaser will not be bound to see to the application of the purchase monies inrespect of any such sale, nor will its title to the shares be affected by any irregularity in
or invalidity of the proceedings connected with the sale or transfer. Any instrument or
exercise referred to in Article 12.2 shall be effective as if it had been executed or
exercised by the holder of the shares to which it relates.

12.4

In relation to any fractions and subject always to the Companies Acts, the Board may
issue, to a member credited by way of capitalisation as fully paid, the minimum numberof shares required to round up his holding of shares to a number which, following a
consolidation and division or a sub-division, leaves a whole number of shares (suchissue being deemed to have been effected immediately before the consolidation or the
sub-division, as the case may be). The amount required to pay up those shares may
be capitalised as the Board thinks fit, out of amounts standing to the credit of any
reserve or fund of the Company (including any share premium account, capital
redemption reserve and profit and loss account), whether or not available for
distribution, and applied in paying up in full the appropriate number of shares. A
resolution of the Board capitalising part of any such reserve or fund will have the same
effect as if the capitalisation had been made with the sanction of an ordinary resolutionof the Company pursuant to Article 128. In relation to the capitalisation the Board may
exercise all the powers conferred on it by Article 127 without the sanction of an ordinary
resolution of the Company.
CERTIFICATED SHARES

13

RIGHT TO CERTIFICATES

13.1

Subject to the Companies Acts, the requirements of (to the extent applicable) the AIM
Rules and/or the London Stock Exchange, and these Articles, every person (except any
person in respect of whom the Company is not required by the Companies Acts tocomplete and have ready for delivery a share certificate), upon becoming the holder ofa certificated share is entitled, without charge, to one certificate for all the certificatedshares of a class registered in his name or, in the case of certificated shares of morethan one class being registered in his name, to a separate certificate for each class ofshares, unless the terms of issue of the shares provide otherwise.

13.2

Where a member (other than a person in respect of whom the Company is not requiredby the Companies Acts to complete and have ready for delivery a share certificate)transfers part of or pays up any further sum on his shares comprised in a certificate heshall be entitled, without charge, to one certificate for the balance of certificated sharesretained by him, reflecting the amounts paid up on such shares. Where a member(other than a person in respect of whom the Company is not required by theCompanies Acts to complete and have ready for delivery a share certificate) receives
more shares of any class, he shall be entitled, without charge, to one certificate for the
extra shares of that class to the extent that the balance is to be held in certificated form.

13.3

The Company is not bound to issue more than one certificate for certificated shares
held jointly by two or more persons. Delivery of a certificate to one joint holder shall be
sufficient delivery to all joint holders.

13.4

A certificate shall specify the number and class and the distinguishing numbers (if any)of the shares in respect of which it is issued and the nominal value and amount paid up
on the shares. A certificate may be issued under Seal (by affixing the Seal to or
printing the Seal or a representation of it on the certificate) or signed by two directors or
by one director and the secretary, or by any director in the presence of a witness who
attests his signature. The Board may by resolution decide , either generally or in any
particular case or cases, that any signatures on any share certificates need not be
autographic but may be applied to the certificates by some mechanical or other meansor may be printed on them or that the certificates need not be signed by any person.

13.5

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

770467739-3

14

REPLACEMENT CERTIFICATES

14.1

If any certificate is worn-out, defaced, lost, stolen or destroyed, the Company may
cancel it and issue a replacement certificate subject to such terms as the Board may
decide as to evidence and indemnity (with or without security) and to payment of any
exceptional out-of- pocket expenses of the Company in investigating such evidence
and preparing such indemnity or such security but otherwise free of charge, and (if thecertificate is worn-out or defaced) on delivery of the old certificate to the Company.

14.2

Where a member holds two or more certificates for shares of one class, the Board may,at his request, on surrender of the original certificates and without charge, cancel thecertificates and issue a single replacement certificate for certificated shares of thatclass.

14.3

At the request of a member, the Board may cancel a certificate and issue two or morein its place (representing certificated shares in such proportions as the member may
specify), on surrender of the original certificate and on payment of such reasonable
sum as the Board may decide.
UNCERTIFICATED SHARES

15

UNCERTIFICATED SHARES

15.1

Subject to the Companies Acts and the Uncertificated Securities Regulations, the Board
may resolve that a class of shares is to become, or is to cease to be, a Participating
Security.

15.2

Shares of a class shall not be treated as forming a separate class from other shares ofthe same class as a consequence of such shares being held in certificated or
uncertificated form or of any provision in these Articles or the Uncertificated Securities
Regulations applying only to certificated shares or to uncertificated shares.

15.3

Any share of a class which is a Participating Security may be changed from an
uncertificated share to a certificated share and from a certificated share to an
uncertificated share in accordance with the Uncertificated Securities Regulations.

15.4

These Articles apply to uncertificated shares of a class which is a Participating Security
only to the extent that these Articles are consistent with the holding of such shares in
uncertificated form, with the transfer of title to such shares by means of the
Uncertificated System and with the Uncertificated Securities Regulations.

15.5

The Board may lay down regulations not included in these Articles which (in addition toor in substitution for any provisions in these Articles):(A)

apply to the issue, holding or transfer of uncertificated shares;(B)

set out (where appropriate) the procedures for conversion and/or redemption of
uncertificated shares; and/or(C)

the Board considers necessary or appropriate to ensure that these Articles are
consistent with the Uncertificated Securities Regulations and/or the Operator'srules and practices.

15.6

Such regulations will apply instead of any relevant provisions in these Articles which
relate to certificates and the transfer, conversion and redemption of shares or which are
not consistent with the Uncertificated Securities Regulations, in all cases to the extent(if any) stated in such regulations. If the Board makes any such regulations,
Article 15.4 will (for the avoidance of doubt) continue to apply when read in conjunction
with those regulations.

15.7

Any instruction given by means of an Uncertificated System as referred to in these
Articles shall be a dematerialised instruction given in accordance with the UncertificatedSecurities Regulations, the facilities and requirements of the Uncertificated System andthe Operator's rules and practices.

870467739-3

15.8

For any purpose under these Articles, the Company may treat a member's holding of
uncertificated shares and of certificated shares of the same class as if they wereseparate holdings, unless the Board otherwise decides.

15.9

Unless the Board determines otherwise or the Uncertificated Securities Regulations
require otherwise, any shares issued or created out of or in respect of any
uncertificated shares shall be uncertificated shares and any shares issued or createdout of or in respect of any certificated shares shall be certificated shares.

15.10

Where the Company is entitled under the Companies Acts, the Operator's rules andpractices, these Articles or otherwise to dispose of, forfeit, enforce a lien over, transfer,re-allot or sell or otherwise procure the sale of any shares of a class which is a
Participating Security which are held in uncertificated form, the Board may take such
steps (subject to the Uncertificated Securities Regulations and to such rules andpractices) as may be required or appropriate, by instruction by means of the
Uncertificated System or otherwise, to effect such disposal, forfeiture, enforcement orsale including by (without limitation):

15.11

(A)

requesting or requiring the deletion of any computer-based entries in the
Uncertificated System relating to the holding of such shares in uncertificated
form;

(B)

altering such computer-based entries so as to divest the holder of such shares ofthe power to transfer such shares other than to a person selected or approvedby the Company for the purpose of such transfer;(C)

requiring any holder of such shares, by notice in writing to him, to change hisholding of such uncertificated shares into certificated form within any specified
period and keep it as a certificated share for as long as the Board requires;(D)

requiring any holder of such shares to take such steps as may be necessary tosell or transfer such shares as directed by the Company;(E)otherwise rectify or change the Register of Members in respect of any suchshares in such manner as the Board considers appropriate (including, without
limitation, by entering the name of a transferee into the Register of Members as
the next holder of such shares); and/or(F)

appointing any person to take any steps in the name of any holder of suchshares as may be required to change such shares from uncertificated form tocertificated form and/or to effect the transfer of such shares (and such steps shallbe effective as if they had been taken by such holder).

The Company shall be entitled to assume that the entries on any record of securities
maintained by it in accordance with the Uncertificated Securities Regulations andregularly reconciled with the relevant Operator's register of securities are a complete
and accurate reproduction of the particulars entered in the Operator's register of
securities and shall accordingly not be liable in respect of any act or thing done oromitted to be done by or on behalf of the Company in reliance on such assumption.
Any provision of these Articles which requires or envisages that action will be taken inreliance on information contained in the Register of Members shall be construed topermit that action to be taken in reliance on information contained in any relevant
record of securities (as so maintained and reconciled).
LIEN ON SHARES

16COMPANY'S LIEN ON SHARES NOT FULLY PAID

16.1

The Company has a first and paramount lien on each issued share (not being a fully
paid share) registered in the name of each member (whether solely or jointly with otherpersons) for all amounts payable to the Company (whether actually or contingently andwhether presently payable or not) in respect of such share.

16.2

The lien applies to all dividends on any such share, to all amounts payable by theCompany in respect of such share and (if the lien is enforced and the share is sold by

970467739-3

the Company) the proceeds of the sale of that share. It also applies notwithstanding
that:
(A)

the Company may have notice of any equitable or other interest of any person inany such share; or(B)

any such amounts payable may be the joint debts and liabilities of both theholder of the share and one or more other persons.

16.3

The Board may waive any lien that has arisen or resolve that any share be exempt
wholly or in part from this Article 16.

17

ENFORCEMENT OF LIEN BY SALE

17.1

For the purpose of enforcing the Company's lien on any shares, the Board may sell allor any of such shares in such manner as it decides if an amount in respect of which(the lien exists is presently payable and is not paid within fourteen (14) clear days
following the giving of a notice to the holder (or any person entitled by transmission to
the share) demanding payment of the amount due within such fourteen (14) clear day
period and stating that if the notice is not complied with the shares may be sold.

17.2

To give effect to such sale the Board may:(A)

in the case of certificated shares, authorise a person to execute an instrument oftransfer of shares in the name and on behalf of the holder of, or the person
entitled by transmission to, them to the purchaser or as the purchaser may
direct; and(B)

in the case of uncertificated shares, exercise any power conferred on it by Article

15.10 (uncertificated shares) to effect a transfer of the shares.
17.3

The purchaser will not be bound to see to the application of the purchase monies inrespect of any such sale, nor will its title to the shares be affected by any irregularity in
or invalidity of the proceedings connected with the sale or transfer. Any instrument or
exercise referred to in Article 17.2 shall be effective as if it had been executed or
exercised by the holder of, or the person entitled by transmission to, the shares towhich it relates.

18

APPLICATION OF SALE PROCEEDSThe net proceeds of any sale of shares subject to the Company's lien under these
Articles (after payment of the costs and expenses of sale) shall be applied in or towards
satisfaction of the amount then due to the Company in respect of the shares. Anybalance shall be paid to the original holder of, or the person entitled (but for such sale)by transmission to, the shares on (in the case of certificated shares) surrender to theCompany for cancellation of the certificate for such shares and (in all cases) subject to
the Company having a lien on such balance on the same basis as applied to suchshares for any amount not presently payable as existed on such shares before the sale.

19

CALLS

19.1

Subject to the terms on which shares are allotted, the Board may make calls on themembers (and any persons entitled by transmission) in respect of any amounts unpaid
on their shares (whether in respect of nominal value or premium) and not payable on adate fixed by or in accordance with the allotment terms. Each such member or otherperson shall pay to the Company the amount called, subject to receiving at least
fourteen (14) clear days' notice specifying when and where the payment is to be made,as required by such notice.

19.2

A call may be made payable by instalments. A call shall be deemed to have been
made when the resolution of the Board authorising it is passed. A call may, before theCompany's receipt of any amount due under it, be revoked or postponed in whole or inpart as the Board may decide. A person upon whom a call is made will remain jointly
and severally liable with successors in title for calls made on him notwithstanding thesubsequent transfer of the shares in respect of which the call was made.

1070467739-3

20

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

21

INTEREST
If the whole of the sum payable in respect of any call is not paid by the day it becomesdue and payable, the person from whom it is due shall pay all costs, charges andexpenses that the Company may have incurred by reason of such non-payment,
together with interest on the unpaid amount from the day it became due and payable
until it is paid at the rate fixed by the terms of the allotment of the share or in the noticeof the call or, if no rate is fixed, at such rate not exceeding five (5) per cent, per annum(compounded on a six monthly basis) as the Board shall determine. The Board may
waive payment of such costs, charges, expenses or interest in whole or in part.

22

DIFFERENTIATION
Subject to the allotment terms, the Board may make arrangements on or before theissue of shares to differentiate between the holders of shares in the amounts and timesof payment of calls on their shares.

23

PAYMENT IN ADVANCE OF CALLS

23.1

The Company may receive from any member (or any person entitled by transmission
willing to advance the same) all or any part of the amount uncalled and unpaid on theshares held by him (or to which he is entitled). The liability of each such member orother person on the shares to which such payment relates shall be reduced by suchamount. The Company may pay interest on such amount from the time of receipt until
the time when such amount would, but for such advance, have become due andpayable at such rate not exceeding five (5) per cent, per annum (compounded on a six
monthly basis) as the Board may decide.

23.2

The Company may at any time repay the amount so advanced by giving at least three(3) months' notice in writing to such member of its intention to do so, unless before theexpiration of such notice the amount so advanced shall have been called up on theshares in respect of which it was advanced.

23.3

No sum paid up on a share in advance of a call shall entitle the holder to any portion of
a dividend subsequently declared or paid in respect of any period prior to the date on
which such sum would, but for such payment, become due and payable.

24

RESTRICTIONS IF CALLS UNPAID
Unless the Board decides otherwise, no member shall be entitled to receive any
dividend or to be present or vote at any meeting or to exercise any right or privilege asa member until he has paid all calls due and payable on every share held by him,
whetheralone or jointly with any other person, together with interest and expenses (if any) to theCompany.

25

SUMS DUE ON ALLOTMENT TREATED AS CALLS
Any sum payable in respect of a share on allotment or at any fixed date, whether inrespect of the nominal value of the share or by way of premium or as an instalment of acall, shall be deemed to be a call. If such sum is not paid, these Articles shall apply as
if it had become due and payable by virtue of a call.
FORFEITURE

26

FORFEITURE AFTER NOTICE OF UNPAID CALL

26.1

If a call or an instalment of a call remains unpaid after it has become due and payable,
the Board may give to the person from whom it is due not less than fourteen (14) clear
days' notice requiring payment of the amount unpaid together with any interest which
may have accrued and any costs, charges and expenses that the Company may have

1170467739-3

incurred by reason of such non-payment. The notice shall state the place where
payment is to be made and that if the notice is not complied with the shares in respectof which the call was made will be liable to be forfeited. If the notice is not complied
with, any shares in respect of which it was given may, before the payment required by
the notice has been made, be forfeited by a resolution of the Board. The forfeiture will
include all dividends and other amounts payable in respect of the forfeited shares whichhave not been paid before the forfeiture.
26.2

The Board may accept the surrender of a share which is liable to be forfeited inaccordance with these Articles. All provisions in these Articles which apply to theforfeiture of a share also apply to the surrender of a share.

27

NOTICE AFTER FORFEITURE
When a share has been forfeited, the Company shall give notice of the forfeiture to theperson who was before forfeiture the holder of the share or the person entitled bytransmission to the share. An entry that such notice has been given and of the fact anddate of forfeiture shall be made in the Register of Members. No forfeiture will be
invalidated by any omission to give such notice or make such entry.

28

CONSEQUENCES OF FORFEITURE

28.1

A share shall, on its forfeiture, become the property of the Company.

28.2

All interest in and all claims and demands against the Company in respect of a shareand all other rights and liabilities incidental to the share as between its holder and theCompany shall, on its forfeiture, be extinguished and terminate except as otherwise
stated in these Articles or, in the case of past members, as provided by the Companies
Acts.

28.3

The holder of a share (or the person entitled to it by transmission) which is forfeited
shall:(A)

on its forfeiture cease to be a member (or a person entitled) in respect of it;(B)if a certificated share, surrender to the Company for cancellation the certificate
for the share;(C)remain liable to pay to the Company all monies payable in respect of the share at
the time of forfeiture, with interest from such time of forfeiture until the time of
payment, in the same manner in all respects as if the share had not been
forfeited; and(D)

remain liable to satisfy all (if any) claims and demands which the Company might
have enforced in respect of the share at the time of forfeiture without any
deduction or allowance for the value of the share at the time of forfeiture or for
any consideration received on its disposal.

29

DISPOSAL OF FORFEITED SHARE

29.1

Subject to the Companies Acts, a forfeited share may be sold, re-allotted or otherwise
disposed of, on such terms and in such manner as the Board may decide, either to theperson who was before the forfeiture the holder or to any other person. At any time
before the disposal, the forfeiture may be cancelled on such terms as the Board may
decide. Where for the purpose of its disposal a forfeited share is to be transferred to
any transferee, the Board may:(A)

in the case of certificated shares, authorise a person to execute an instrument oftransfer of shares in the name and on behalf of their holder to the purchaser oras the purchaser may direct; and(B)

in the case of uncertificated shares, exercise any power conferred on it by Article

15.10 (uncertificated shares) to effect a transfer of the shares.
29.2

Any instrument or exercise referred to in Article 29.1 shall be effective as if it had been
executed or exercised by the holder of, or the person entitled by transmission to, theshares to which it relates. The Company may receive the consideration (if any) given
for the share on its disposal.

1270467739-3

30

PROOF OF FORFEITURE
A statutory declaration by a Director or the Secretary that a share has been forfeited ona specified date shall be conclusive evidence of the facts stated in it against all persons
claiming to be entitled to the share. The declaration shall (subject to the execution of
any necessary instrument of transfer) constitute good title to the share. The person towhom the forfeited share is transferred or sold shall not be bound to see to theapplication of the consideration (if any) given for it on such transfer. His title to theshare will not be affected by any irregularity in, or invalidity of, the proceedings
connected with the forfeiture or transfer of the share.
UNTRACED MEMBERS

31

SALE OF SHARES

31.1

Subject to the Uncertificated Securities Regulations, the Company may sell, at the bestprice reasonably obtainable, any share of a member, or any share to which a person isentitled by transmission, if:(A)during the period of twelve (12) years prior to the date of the publication of theadvertisements referred to in this Article 31.1 (or, if published on different dates,
the earlier or earliest of them):(1)

no cheque, warrant or money order in respect of such share sent by oron behalf of the Company to the member or to the person entitled bytransmission to the share, at his address in the Register of Members orother address last known to the Company has been cashed; and(2)

no cash dividend payable on the shares has been satisfied by thetransfer of funds to a bank account of the member (or person entitled bytransmission to the share) or by transfer of funds by means of the
Uncertificated System,and the Company has received no communication (whether in writing or otherwise) inrespect of such share from such member or person, provided that during such twelve(12) year period the Company has paid at least three (3) cash dividends (whether
interim or final) in respect of shares of the class in question and no such dividend has
been claimed by the person entitled to such share;(B)on or after the expiry of such twelve (12) year period the Company has given
notice of its intention to sell such share by advertisements in a national
newspaper published in the country in which the Company's Registered Office islocated and in a newspaper circulating in the area in which the address in theRegister of Members or other last known address of the member or the person
entitled by transmission to the share or the address for the service of notices onsuch member or person notified to the Company in accordance with these
Articles is located;(C)such advertisements, if not published on the same day, are published within thirty(30) days of each other;

31.2

(D)

during a further period of three (3) months following the date of publication ofsuch advertisements (or, if published on different dates, the date on which therequirements of this Article 31.1 concerning the publication of newspaper
advertisements are met) and prior to the sale the Company has not received any
communication (whether in writing or otherwise) in respect of such share fromthe member or person entitled by transmission; and(E)

if such share is listed or dealt in on any stock exchange, the Company has firstgiven notice in writing to that exchange (where required) of its intention to sellsuch share.

If during such twelve (12) year period, or during any subsequent period ending on thedate when all the requirements of Article 31.1 have been met in respect of any shares,
any additional shares that have been issued in respect of those held at the beginning

1370467739-3

of, or previously so issued during, any such subsequent period and all the requirementsof Article 31.1 have been satisfied with regard to such additional shares, the Company
may also sell the additional shares.
31.3

To give effect to a sale pursuant to Article 31.1 or Article 31.2, the Board may:(A)

in the case of certificated shares, authorise a person to execute an instrument oftransfer of shares in the name and on behalf of the holder of, or the person
entitled by transmission to, them to the purchaser or as the purchaser may
direct; and(B)

In the case of uncertificated shares, exercise any power conferred on it by Article

15.10 (uncertificated shares) to effect a transfer of the shares.
31.4

The purchaser will not be bound to see to the application of the purchase monies inrespect of any such sale, nor will its title to the shares be affected by any irregularity in
or invalidity of the proceedings connected with the sale or transfer. Any instrument or
exercise referred to in Article 31.3 shall be effective as if it had been executed or
exercised by the holder of, or the person entitled by transmission to, the shares towhich it relates.

32

APPLICATION OF SALE PROCEEDSThe Company shall account to the member or other person entitled to such share forthe net proceeds of such sale by carrying all monies in respect of the sale to a separate
account. The Company shall be deemed to be a debtor to, and not a trustee for, suchmember or other person in respect of such monies. Monies carried to such separate
account may either be employed in the business of the Company or invested as theBoard may think fit. No interest shall be payable to such member or other person in
respect of such monies and the Company shall not be required to account for any
money earned on them.
TRANSFER OF SHARES

33

FORM OF TRANSFER

33.1

Subject to these Articles, a member may transfer all or any of his shares:(A)

in the case of certificated shares, by an instrument of transfer in writing in any
usual form or in another form approved by the Board, which must be executed byor on behalf of the transferor and (in the case of a transfer of a share which is not
fully paid) by or on behalf of the transferee; or(B)

in the case of uncertificated shares, without a written instrument in accordancewith the Uncertificated Securities Regulations.

33.2

Subject to the provisions of the Uncertificated Securities Regulations, the transferor
shall remain the holder of the share transferred until the name of the transferee isentered in the Register of Members in respect of it.

34

REGISTRATION OF A CERTIFICATED SHARE TRANSFER

34.1

Subject to these Articles, the Board may, in its absolute discretion and without giving areason, refuse to register the transfer of a certificated share or the renunciation of arenounceable letter of allotment unless it is:(A)

in respect of a share which is fully paid;(B)in respect of a share on which the Company has no lien;(C)in respect of only one class of shares;(D)in favour of a single transferee or renouncee or not more than four joint
transferees or renouncees;(E)duly stamped or duly certificated or otherwise shown to the satisfaction of theBoard to be exempt from stamp duty (if required); and

1470467739-3

(F)delivered for registration to the Registered Office or such other place as theBoard may decide, accompanied by the certificate for the shares to which it
relates (except in the case of a transfer of a share, for which a certificate has notbeen issued, by a person in respect of whom the Company is not required by theCompanies Acts to complete and have ready for delivery a share certificate, andexcept in the case of a renunciation) and any other evidence as the Board may
reasonably require to prove the title to such share of the transferor or person
renouncing and the due execution by him of the transfer or renunciation or, if thetransfer or renunciation is executed by some other person on his behalf, theauthority of such person to do so,

provided that the Board shall not refuse to register any transfer or renunciation of any
certificated shares made through a recognised investment exchange as defined in the
Financial Services and Markets Act 2000 or any other stock exchange outside theUnited Kingdom on which the Company's shares are normally traded in circumstanceswhere such refusal would prevent dealings in such shares from taking place on an open
and proper basis.
34.2

If the Board refuses to register a transfer or renunciation pursuant to this Article 34, it
shall, within two (2) months after the date on which the transfer or renunciation wasdelivered to the Company, send notice of the refusal to the transferee or renouncee
unless it suspects that the proposed transfer or renunciation may be fraudulent. An
instrument of transfer or renunciation that the Board refuses to register shall (except in
the case of suspected fraud) be returned to the person delivering it. All instruments oftransfer which are registered may, subject to these Articles, be retained by theCompany.

35

REGISTRATION OF AN UNCERTIFICATED SHARE TRANSFER

35.1

The Board shall register a transfer of title to any uncertificated share or the renunciation
or transfer of any renounceable right of allotment of a share which is a Participating
Security held in uncertificated form in accordance with the Uncertificated Securities
Regulations, except that the Board may refuse (subject to any relevant requirements of(to the extent applicable) the AIM Rules and/or the London Stock Exchange) to register
any such transfer or renunciation which is in favour of more than four persons jointly orin any other circumstance permitted by the Uncertificated Securities Regulations.

35.2

In accordance with and subject to the provisions of the Uncertificated Securities
Regulations, where title to an uncertificated share is transferred by means of an
Uncertificated System to a person who is to hold such share in certificated form
thereafter, the Company, as participating issuer, shall register the transfer inaccordance with the relevant Operator instruction, but so that the Company may refuse
to register such a transfer in any circumstance permitted by the UncertificatedSecurities Regulations.

35.3

If the Board refuses to register any such transfer or renunciation the Company shall,
within two (2) months after the date on which the instruction relating to such transfer or
renunciation was received by the Company, send notice of the refusal to the transferee
or renouncee.

36

RENUNCIATION OF ALLOTMENTS
The Board may, at its discretion, recognise and give effect to a renunciation of theallotment of any share by the allottee in favour of some other person.

37

NO FEE ON REGISTRATION
No fee shall be charged for the registration of a transfer of a share or the renunciationof a renounceable letter of allotment or other document relating to or affecting the title toany share or for making any other entry in the Register of Members.

1570467739-3

TRANSMISSION OF SHARES
38

ON DEATH
If a member dies, the survivors or survivor where he was a joint holder, or his personal
representatives where he was the sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his shares. Nothing in these
Articles shall release the estate of a deceased holder from any liability in respect of ashare which has been held by him solely or jointly.

39

ELECTION OF PERSON ENTITLED BY TRANSMISSION

39.1

A person becoming entitled to a share in consequence of the death or bankruptcy of amember, or of any other event giving rise to a transmission of such entitlement by
operation of law (an "entitled person"), may, on such evidence as to his title being
produced as the Board may require, elect either to become registered as the holder ofsuch share or to have some person nominated by him so registered. If he elects to beregistered himself, he shall give notice to the Company to that effect. If he elects tohave some other person registered, he shall:(A)in the case of a certificated share, execute an instrument of transfer of suchshare to such person; and(B)

in the case of an uncertificated share, either:(1)

procure that all appropriate instructions are given by means of the
Uncertificated System to effect the transfer of such share to such
person; or(2)change the uncertificated share to certificated form and then execute an
instrument of transfer of such share to such person.

39.2

Where the entitlement of a person to a share because of the death or bankruptcy of amember or otherwise by operation of law is proved to the satisfaction of the Board, theBoard shall within sixty days after proof cause the entitlement of that person to be
noted in the Register.

39.3

An entitled person shall be entitled to receive and may give a discharge for all dividends
and other money payable in respect of the share but shall not be entitled in respect ofthat share to receive notices of or to attend or vote at meetings of the Company or atany separate meetings of the holders of any class of shares or, except as previously
stated, to any of the rights or privileges of a member until he has become a holder inrespect of the share in question.

39.4

All the provisions of these Articles relating to the transfer of shares shall apply to thenotice or instrument of transfer or instructions (as the case may be) referred to in
Article 39.1 as if the notice were an instrument of transfer and as if the instrument oftransfer was executed, or the instructions were given, by the member and the event
giving rise to the transmission had not occurred.

39.5

The Board may give notice requiring a person to make the election referred to in
Article 39.1. If such notice is not complied with within sixty days, the Board may
withhold payment of all dividends and other amounts payable in respect of the share
until notice of election has been made.

39.6

Subject to the provisions of this Article 39, any offer, notice, information or any otherdocument delivered or sent to the address of any shareholder in pursuance of these
Articles shall, notwithstanding that such shareholder be then dead or bankrupt or thatany other event giving rise to a transmission of such shareholder's entitlement by
operation of law has occurred, and whether or not the Company has notice of his deathor bankruptcy or other event giving rise to a transmission of such shareholder'sentitlement by operation of law, be deemed to have been duly delivered or sent inrespect of any share registered in the name of such shareholder as sole or first-named
joint holder.

1670467739-3

40

RIGHTS ON TRANSMISSION
A person becoming entitled by transmission to a share shall have the rights to which hewould be entitled if he were the holder of the share, except that he shall not, before
being registered as its holder, be entitled in respect of it to receive notice of, or to attend
or vote at, any general meeting or at any separate meeting of the holders of any classof shares.
GENERAL MEETINGS

41

GENERAL MEETINGS

41.1

A general meeting shall be held in every year as the annual general meeting of theCompany (and specified as such in the notice convening the meeting), at such time(consistent with the terms of the Companies Acts) and place as may be determined by
the Board in accordance with the Protocol. The general meetings referred to in this
Article 41.1 shall be called annual general meetings.

41.2

Without prejudice to Article 41.1 and the requirement under the Companies Acts toconvene an annual general meeting in each year, the Board may convene a general
meeting whenever it thinks fit. A general meeting shall also be convened on suchrequisition, or in default may be convened by such requisitionists, as provided bysections 303 to 305 of the Act and no business shall be transacted at such meeting
except that stated by the requisition or proposed by the Board.

41.3

Subject always to Article 42.3, the Board may make whatever arrangements it
considers fit to allow those entitled to do so to attend and participate in any general
meeting.

41.4

The Board shall determine in relation to each general meeting the means of attendanceat and participation in the meeting, including whether the persons entitled to attend andparticipate in the meeting shall be enabled to do so:(A)(subject to Article 42.3) by means of electronic facility or facilities pursuant to
Article 42.1 (and for the avoidance of doubt, the Board shall be under noobligation to offer or provide such facility or facilities, whatever thecircumstances); and/or(B)

by simultaneous attendance and participation at a satellite meeting place or places
pursuant to Article 43.12.

41.5

In determining whether persons are attending or participating in a meeting, other thanat a physical place or places, it is immaterial where any of them are or how they areable to communicate with each other.

41.6

A person is able to exercise the right to speak at a general meeting when that person isin a position to communicate to all those attending the meeting, during the meeting, any
information or opinions which that person has on the business of the meeting.

41.7

A person is able to exercise the right to vote at a general meeting when:

41.8

(A)

that person is able to vote, during the meeting (or, in the case of a poll, within thetime period specified by the chair of the meeting) on resolutions put to the vote at
the meeting; and(B)

that person's vote can be taken into account in determining whether or not such
resolutions are passed at the same time as the votes of all the other persons
attending the meeting.

If, at any general meeting at which members are entitled to participate by means ofelectronic facility or facilities determined by the Board pursuant to Article 42.1, any
document is required to be on display or to be available for inspection at the meeting(whether prior to or for the duration of the meeting or both), the Company shall ensurethat it is available in electronic form to persons entitled to inspect it for at least therequired period of time, and this will be deemed to satisfy any such requirement.

1770467739-3

42SIMULTANEOUS ATTENDANCE AND PARTICIPATION BY ELECTRONIC MEANS

42.1

Without prejudice to Article 43.12, the Board may resolve to enable persons entitled toattend and participate in a general meeting to do so partly (but not wholly) bysimultaneous attendance and participation by means of electronic facility or facilities,
and may determine the means, or all different means, of attendance and participation
used in relation to the general meeting. The members present in person or by proxy bymeans of an electronic facility or facilities (as so determined by the Board) shall becounted in the quorum for, and be entitled to participate in, the general meeting inquestion. That meeting shall be duly constituted and its proceedings valid if the chair issatisfied that adequate facilities are available throughout the meeting to ensure thatmembers attending the meeting by all means (including the means of an electronic
facility or facilities) are able to:(A)participate in the business for which the meeting has been convened;(B)hear all persons who speak at the meeting; and(C)be heard by all other persons attending and participating in the meeting.

42.2

All persons seeking to attend and participate in a general meeting by way of electronic
facility or facilities shall be responsible for maintaining adequate facilities to enable
them to do so. Subject only to the requirement for the chair to adjourn a general
meeting in accordance with the provisions of Article 50.3, any inability of a person or
persons to attend or participate in a general meeting by way of electronic facility or
facilities shall not invalidate the proceedings of that meeting.

42.3

Nothing in these Articles authorises or allows a general meeting to be held exclusively
on an electronic basis.

43

NOTICE OF GENERAL MEETINGS

43.1

An annual general meeting shall be convened by not less than twenty-one (21) clear
days' notice.

43.2

All general meetings other than annual general meetings shall be convened by not lessthan fourteen (14) clear days' notice, even where a special resolution is to beconsidered.

43.3

Subject to the Companies Acts and notwithstanding that it is convened by shorter
notice than that specified in Article 43.1 and Article 43.2, a general meeting shall bedeemed to have been duly convened if it is so agreed:

43.4

(A)

in the case of an annual general meeting, by all the members entitled to attend andvote at the meeting; and(B)

in the case of any other general meeting, by a majority in number of the members
having a right to attend and vote at the meeting, being a majority together holding
not less than ninety five (95) per cent, in nominal value of the shares giving thatright.

The notice of meeting shall specify:(A)

if applicable, that the general meeting is to be the annual general meeting;(B)

the place, the day and the time of the meeting;(C)

subject to the requirements of (to the extent applicable) the AIM Rules and/or the
London Stock Exchange, the general nature of the business to be transacted;(D)

if the meeting is convened to consider a special resolution, the intention to propose
the resolution as such;(E)with reasonable prominence, that a member entitled to attend and vote is entitledto appoint one or more proxies to attend and, on a poll, vote instead of him andthat a proxy need not also be a member;(F)

the procedures with which members must comply in order to be able to attend
and vote at the meeting (including the date by which they must comply);

1870467739-3

43.5

(G)

details of any forms to be used for the appointment of a proxy;(H)a time by which a person must be entered on the Register of Members in orderfor such person to have the right to attend or vote at the meeting (subject to theUncertificated Securities Regulations if the Company is then a participating
issuer for the purpose of the Uncertificated Securities Regulations); and(I)

at the Board's discretion, include a statement for the procedure for members tovote in advance or by electronic means (including the date by which it must be
done and details of any forms to be used).

If pursuant to Article 42.1 the Board determines that a general meeting shall be held partly
by means of electronic facility or facilities, the notice shall:(A)

include a statement to that effect;(B)

specify the means, or all different means, of attendance and participation thereat,
and any access, identification and security arrangements determined pursuant to
Articles 48 and 49; and(C)state how it is proposed that persons attending or participating in the meeting
electronically should communicate with each other during the meeting.

43.6

The notice shall specify such arrangements as have at that time been made for the
purpose of Article 43.12.

43.7

The notice of meeting shall:(A)be given to the members (other than a member who, under these Articles or any
restrictions imposed on any shares, is not entitled to receive notice from theCompany), to the Directors and to the Auditors; and(B)(to the extent applicable) comply with all relevant obligations under the AIM
Rules, including but not limited to being made available on the Company's
website.

43.8

Where the Company has given an electronic address in any notice of meeting, any
document or information relating to proceedings at the meeting may be sent byelectronic means to that address, subject to any conditions or limitations specified in therelevant notice of meeting.

43.9

The Board may determine that the members entitled to receive notice of a meeting arethose persons entered on the Register of Members at a time determined by the Board(subject to the Uncertificated Securities Regulations if the Company is then aparticipating issuer for the purpose of the Uncertificated Securities Regulations) whichshall not be more than 48 hours before the time fixed for the meeting, excluding any
part of any day that is not a working day. Changes to entries on the register after thetime so specified in the notice shall be disregarded in determining the rights of any
person to so attend or vote.

43.10

The accidental omission to send or give a notice of meeting or, in cases where it isintended that it be sent out or given with the notice, an instrument of proxy or any otherdocument to, the failure to give notice due to circumstances beyond the Company's
control, or the non- receipt of any such item by, any person entitled to receive any suchitem shall not invalidate the proceedings at that meeting. In this Article references to
notice or any other document includes communications in electronic form and documents
made available on a website in accordance with the Companies Acts and these Articles.

43.11

If the Board, in its absolute discretion, considers that it is impractical or unreasonable
for any reason to hold a general meeting at the time or place specified in the noticecalling the general meeting, it may move and/or postpone the general meeting toanother time and/or place. Notice of the business to be transacted at such moved
and/or postponed meeting is not required. The Board must take reasonable steps toensure that members trying to attend the general meeting at the original time and/or
place are informed of the new arrangements for the general meeting. Proxy forms canbe delivered as specified in Article 58 until 48 hours before the rearranged meeting

1970467739-3

(excluding any day that is not a working day). Any postponed and/or moved meeting
may also be postponed and/or moved under this Article 43.
43.12

Without prejudice to Article 42.1, the Board may resolve to enable persons entitled toattend and participate in a general meeting to do so by simultaneous attendance andparticipation at a satellite meeting place or places anywhere in the world. The
members present in person or by proxy at satellite meeting places shall be counted in
the quorum for, and entitled to participate in, the general meeting in question, and themeeting shall be duly constituted and its proceedings valid if the chair is satisfied that
adequate facilities are available throughout the meeting to ensure that members
attending at all the meeting places are able to:(A)participate in the business for which the meeting has been convened;(B)hear all persons who speak (whether by the use of microphones, loudspeakers,
audio-visual communications equipment or otherwise) in the principal meeting
place and any satellite meeting place; and(C)be heard by all other persons so present in the same way,

and the meeting shall be deemed to take place at the place where the chair of themeeting presides (the principal meeting place, with any other location where thatmeeting takes place being referred in these Articles as a satellite meeting). The chair
shall be present at, and the meeting shall be deemed to take place at, the principal
meeting place and the powers of the chair shall apply equally to each satellite meeting
place, including his or her power to adjourn the meeting as referred to in Article 50.
43.13

Without prejudice to Article 48.1 the Board may make arrangements for members andproxies who are entitled to attend and participate in a general meeting, but who cannot
be accommodated in the main meeting room where the chair will be, to attend and takepart in a general meeting in an overflow room or rooms. Any overflow room will haveappropriate links to the main room and will enable audio-visual communication between
the meeting rooms throughout the meeting. The chair will decide how to divide
members and proxies between the main room and the overflow room(s). If one or more
overflow rooms is used, the meeting will be treated as being held and taking place inthe main meeting room and the meeting will consist of all the members and proxies who
are attending both in the main meeting room and the overflow room(s). Any sucharrangements shall not be required to be notified to members in advance of the general
meeting.

44

QUORUM FOR GENERAL MEETING
No business shall be transacted at a general meeting unless a quorum is present whenthe meeting proceeds to business. For all purposes the quorum shall be not less thantwo (2) qualifying persons, unless (i) each is a qualifying person only because he isauthorised under section 323 of the Act to act as the representative of a corporation in
relation to the meeting, and they are representatives of the same corporation, or (ii)each is a qualifying person only because he is appointed as proxy of a member in
relation to the meeting, and they are proxies of the same member. For the purposes ofthis Article 44, a "qualifying person" means (i) an individual who is a member of theCompany, (ii) a person authorised under section 323 of the Act to act as therepresentative of a corporation in relation to the meeting, or (iii) a person appointed as aproxy of a member in relation to the meeting. The absence of a quorum will not preventthe appointment of a chair of the meeting. Such appointment shall not be treated as
being part of the business of the meeting.

45

PROCEDURE IF QUORUM NOT PRESENT

45.1

If within five minutes (or such longer time not exceeding one hour as the chair of themeeting may decide to wait) after the time appointed for the holding of the meeting aquorum is not present, or if during the meeting a quorum ceases to be present, themeeting:(A)

if convened on the requisition of members, shall be dissolved; and

2070467739-3

(B)in any other case shall stand adjourned for no less than ten (10) clear days tosuch other day and at such other time and place as the chair (or, in default, theBoard) may decide.

45.2

If at such adjourned meeting a quorum is not present within five minutes (or such longer
time not exceeding one hour as the chair of the meeting may decide to wait) after thetime appointed for holding it, one person entitled to vote on the business to betransacted, being a qualifying person, shall be a quorum.

46

CHAIR OF GENERAL MEETING

46.1

The chair (if any) of the Board or, in his absence, the vice chair (if any) shall preside aschair at a general meeting. If there is no chair or vice chair, or if at a meeting neither ispresent within five minutes after the time fixed for the start of the meeting, or neither iswilling to act, the Directors present shall select one of their number to be chair of themeeting. If only one Director is present and willing to act, he shall be chair of themeeting. In default, the members present in person or proxy and entitled to vote shallchoose one of their number to be chair of the meeting.

46.2

Without prejudice to any other power that he may have under the provisions of the
Articles or at common law, the chair, acting in good faith, may take such action as hethinks fit to promote the orderly conduct of the business of the meeting as specified in
the notice of meeting and the chair's good faith decision on matters of procedure or
arising incidentally from the business of the meeting shall be final, as shall be his
determination as to whether any matter is of such a nature.

47

RIGHTS OF DIRECTORS AND OTHERS TO ATTEND MEETINGS

47.1

A Director (and any other person invited by the chair of the meeting to do so) may
attend and speak at a general meeting and at a separate meeting of the holders of any
class of shares of the Company, whether or not he is a member.

47.2

The chair may invite any person to attend and speak at any general meeting where heconsiders that this will assist in the deliberations of the meeting.

48

ACCOMMODATION OF MEMBERS AT MEETING

48.1

If it appears to the chair of the meeting that the meeting place specified in the notice
convening the meeting is inadequate to accommodate all members entitled and wishing
to attend, the meeting will be duly constituted and its proceedings valid if the chair issatisfied that adequate facilities are available to ensure that a member who is unable tobe accommodated is able (whether at the meeting place or elsewhere):

48.2

(A)

to participate in the business for which the meeting has been convened;(B)

to hear and see all persons present who speak (whether by the use of
microphones, loud-speakers, audio-visual communications equipment orotherwise); and(C)

to be heard and seen by all other persons present in the same way.

If a general meeting is held partly by means of an electronic facility or facilities pursuant
to Article 42.1, the Board and the chair may make any arrangement and impose any
requirement or restriction that is:(A)

necessary to ensure the identification of those taking part by means of suchelectronic facility or facilities and the security of the electronic communication;
and

(B)

in its or his or her view, proportionate to those objectives.

48.3

In this respect, the Board may authorise any voting application, system or facility forattendance and participation as it sees fit.

49

SECURITYIn addition to any measures which the Board may be required to take due to thelocation or venue of the meeting, the Board may make any arrangement and impose
any restriction it considers appropriate and reasonable in the circumstances to ensure

2170467739-3

the security of a meeting including, without limitation, the provision of evidence ofidentity by any person attending the meeting, (whether physically or electronically), thesearching of any such person and the imposing of restrictions on the items of personal
property that may be taken into the meeting place. The Board may refuse physical orelectronic entry to, or eject (physically or electronically) from, a meeting a person who
refuses to comply with any such arrangements or restrictions.
50

POWER TO ADJOURN

50.1

The chair of the meeting may, with the consent of any meeting at which a quorum ispresent, and shall, if so directed by the meeting, adjourn the meeting from time to time(or indefinitely) and from place to place (or, in the case of a meeting held at a principal
meeting place and one or more satellite meeting places, such other places) and/or fromsuch electronic facility or facilities for attendance and participation to such electronic
facility or facilities as the meeting shall determine.

50.2

Without prejudice to any other power of adjournment which the chair of the meeting
may have under these Articles, at common law or otherwise, the chair may, without theconsent of the meeting, adjourn the meeting from time to time (or indefinitely) and fromplace to place (or places in the case of a meeting to which Article 43.12 applies) or fromelectronic facility to electronic facility if he decides that it is necessary or appropriate to
do so in order to:(A)secure the proper and orderly conduct of the meeting; or(B)

give all persons entitled to do so an opportunity of attending the meeting; or(C)give all persons entitled to do so a reasonable opportunity of speaking andvoting at the meeting; or(D)

ensure that the business of the meeting is properly concluded or disposed of,including (without limitation) for the purpose of determining the result of a poll.

50.3

If it appears to the chair that the facilities at the principal meeting place or any satellite
meeting place or an electronic facility or facilities or security at any general meeting
have become inadequate for the purposes referred to in Articles 48 and/or or 49, or areotherwise not sufficient to allow the meeting to be conducted substantially inaccordance with the provisions set out in the notice of meeting, then the chair shall,
without the consent of the meeting, interrupt or adjourn the general meeting.

51

NOTICE OF ADJOURNED MEETING

51.1

Whenever a meeting is adjourned for thirty (30) days or more or indefinitely, at least
seven clear days' notice, specifying the place, (or places and/or by means of suchelectronic facility or facilities), the day and time of the adjourned meeting and thegeneral nature of the business to be transacted, shall be given in the same manner asin the case of an original meeting. Except in these circumstances, no member shall beentitled to any notice of an adjournment or of the business to be transacted at any
adjourned meeting.

51.2

The Board may determine that persons entitled to receive notice of an adjourned
meeting in accordance with this Article 51 are those persons entered on the Register ofMembers at the close of business on a day determined by the Board, provided that, if
the Company is a participating issuer, the day determined by the Board may not be
more than 21 days before the day that the relevant notice of meeting is being sent.

51.3

The notice of an adjourned meeting given in accordance with this Article 51 may also
specify a time (which, if the Company is a participating issuer, shall not be more than
48 hours before the time fixed for the meeting excluding any part of any day that is nota working day) by which a person must be entered on the Register of Members in orderto have the right to attend or vote at the meeting. Changes to entries on the Register ofMembers after the time so specified in the notice shall be disregarded in determining
the rights of any person to so attend or vote.

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52

BUSINESS OF ADJOURNED MEETING
No business shall be transacted at any adjourned meeting other than the business
which might properly have been transacted at the meeting from which the adjournment
took place.
VOTING53

VOTING AT A GENERAL MEETING

53.1

A resolution put to the vote at a general meeting held partly by means of electronic
facility or facilities shall be decided on a poll, which poll votes may be cast by suchelectronic means as the Board, in its sole discretion, deems appropriate for the
purposes of the meeting.

53.2

Subject to Article 53.1, at a general meeting a resolution put to the vote of the meetingshall be decided on a show of hands unless before, or on the declaration of the resultof, the show of hands a poll is demanded by either:(A)

the chair of the meeting;(B)at least five members present in person (or by proxy) having the right to vote on
the resolution;(C)a member or members present in person (or by proxy) representing not less thanten (10) per cent of the total voting rights of all the members having the right tovote on the resolution; or(D)a member or members present in person (or by proxy) holding shares conferringa right to vote on the resolution on which an aggregate sum has been paid up
equal to not less than ten (10) per cent of the total sum paid up on all the sharesconferring that right.

53.3

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

53.4

A demand for a poll may be withdrawn before the poll is taken, but only with theconsent of the chair of the meeting. A demand so withdrawn shall not be taken to haveinvalidated the result of a show of hands declared before the demand was made. If apoll is demanded before the declaration of the result on a show of hands and thedemand is duly withdrawn, the meeting shall continue as if the demand had not been
made.

54

POLL PROCEDURE

54.1

No poll shall be demanded on the election of a chair of a meeting or (except with theconsent of the chair of the meeting) on any question of adjournment. A poll duly
demanded on a question of adjournment shall be taken forthwith and a poll on any
other matter shall be taken either forthwith or at such time and place, not being morethan thirty (30) days from the date of the meeting or adjourned meeting at which the poll
was demanded, as the chair of the meeting shall direct. The chair of the meeting may
direct the manner in which a poll shall be taken and may appoint scrutineers who neednot be members. No notice need be given of a poll not taken immediately if the timeand place at which it is to be taken are announced at the meeting at which it isdemanded. In any other case at least seven (7) clear days' notice shall be given
specifying the time and place at which the poll is to be taken. The result of the poll shallbe deemed to be the resolution of the meeting at which the poll was demanded.

54.2

The demand for a poll shall not prevent the continuance of the meeting for thetransaction of any business other than the question on which a poll has been
demanded.

2370467739-3

54.3

On a poll votes may be given in person or by proxy. A member entitled to more than
one vote need not, if he votes, use all his votes or cast all the votes he uses in thesame way.

55

VOTES OF MEMBERS

55.1

Subject to any rights or restrictions attaching to any shares and to any suspension or
abrogation of voting rights pursuant to these Articles:(A)

on a show of hands every member who is entitled to vote on the relevant matterand who (being an individual) is present in person or by duly appointed proxy or(being a corporation) is present by a duly authorised representative who is nothimself a member entitled to vote or by duly authorised representatives who are
not themselves members entitled to vote shall have one vote (for the avoidanceof doubt, a proxy who has been appointed by more than one member and has
been instructed by one or more of those members to vote for the resolution andby one or more members to vote against the resolution, has one vote for and one
vote against the resolution only. A proxy appointed by more than one member
will not be restricted by the instructions to vote for or against the resolution hehas received from casting a second vote the opposing way under discretionary
authority given by other members.); and(B)

on a poll every member who (being an individual) is present in person or by duly
appointed proxy or (being a corporation) is present by duly authorised
representative(s) or by duly appointed proxy(ies) shall have one vote for every
share of which he is the holder.

55.2

In the case of joint holders, the vote of the senior who tenders a vote shall be accepted
to the exclusion of the votes of the other joint holders. Seniority shall be determined by
the order in which the names of the holders stand in the Register of Members in respectof the joint holding.

55.3

A member in respect of whom an order has been made by any court or official having
jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental
disorder or incapacity may vote, on a show of hands or on a poll, by his guardian orother person duly authorised to act on his behalf, who may vote on a poll by proxy.
Evidence to the satisfaction of the Board of the authority of the person claiming the rightto vote shall be deposited at the Registered Office, or at such other place as is
specified in accordance with these Articles for the deposit of instruments of proxy, notless than 48 hours (excluding any day that is not a working day) before the time
appointed for holding the meeting or adjourned meeting at which the right to vote is to
be exercised, and in default the right to vote shall not be exercisable.

55.4

Notwithstanding section 324A of the Act, the Company is under no obligation to check
whether proxies or corporate representatives are voting in accordance with any
instructions of the appointor and that votes will not be invalidated should instructions
not be followed.

56

CHAIR'S CASTING VOTE
In the case of an equality of votes, either on a show of hands or on a poll, for the
avoidance of doubt the chair of the meeting shall not be entitled to a further or casting
vote in addition to any other vote he may have or be entitled to exercise.

57

VOTING RESTRICTIONS ON AN OUTSTANDING CALL
Unless the Board decides otherwise, no member shall be entitled to be present or voteat any meeting either personally or by proxy until he has paid all calls due and payable
on every share held by him whether alone or jointly with any other person together withinterest and expenses (if any) to the Company.

58

PROXY INSTRUMENT

58.1

The appointment of a proxy shall be in any usual form or in any other form which theBoard may approve and, in the case of an instrument in writing, shall be executed by oron behalf of the appointor. In the case of an instrument in writing, a corporation may
execute a form of proxy either under its common seal (or in any other manner permitted

2470467739-3

by law and having the same effect as if executed under seal) or under the hand of aduly authorised officer, attorney or other person. A member may appoint more than
one proxy to attend on the same occasion, but only one proxy may be appointed in
respect of any one share. The appointment of a proxy shall not preclude a member
from attending and voting at the meeting or at any adjournment of it. A form of proxyshall, unless it provides to the contrary, be valid for any adjournment of the meeting towhich it relates. The appointment of a person as proxy for a member must be notified
to the Company in writing.
58.2

Without limiting the foregoing, in relation to any shares which are held in uncertificatedform, the directors may from time to time permit appointments of a proxy to be made bymeans of an electronic communication in the form of an Uncertificated Proxy
Instruction, (that is, a properly authenticated dematerialised instruction, and/or other
instruction or notification, which is sent by means of the relevant system concerned andreceived by such participant in that system acting on behalf of the company as the
directors may prescribe, in such form and subject to such terms and conditions as mayfrom time to time be prescribed by the directors (subject always to the facilities andrequirements of the relevant system concerned)); and may in a similar manner permit
supplements to, or amendments or revocations of, any such Uncertificated Proxy
Instruction to be made by like means. The directors may in addition prescribe themethod of determining the time at which any such properly
authenticateddematerialised instruction (and/or other instruction or notification) is to be treated asreceived by the company or such participant. The directors may treat any such
Uncertificated Proxy Instruction which purports to be or is expressed to be sent onbehalf of a holder of a share as sufficient evidence of the authority of the person
sending that instruction to send it on behalf of that holder.

58.3

The appointment of a proxy and any authority under which it is executed or a copy of
the authority certified notarially or in some other way approved by the Board may:(A)

in the case of an instrument in writing be deposited at the Registered Office or atsuch other place in the United Kingdom as is specified in the notice convening
the meeting, or in any instrument of proxy sent out by the Company in relation to
the meeting, not less than 48 hours before (excluding any day that is not aworking day) the time for holding the meeting or adjourned meeting at which theperson named in the instrument proposes to vote; or(B)

in the case of an appointment contained in an electronic communication, be
received at the address specified for the purpose of receiving electronic
communications:(1)in any instrument of proxy sent out by the Company in relation to themeeting; or(2)

in any invitation contained in an electronic communication to appoint a
proxy issued by the Company in relation to the meeting; or(3)

as has been made available, throughout the period beginning with thefirst date in which the notice of the meeting is given and ending with theconclusion of the meeting, on the Company's website;

not less than 48 hours (excluding any day that is not a working day) before the time forholding the meeting or adjourned meeting at which the person named in theappointment proposes to vote. Any document or information relating to proxies may besent by electronic means to that such electronic address, subject to any conditions orlimitations specified by the Company when providing the address;(C)in the case of a poll taken more than 48 hours (excluding any day that is not aworking day) after it was demanded, be deposited or received at the placereferred to in Article 58.3(A) and (B) after the poll has been demanded and notless than 24 hours (excluding any day that is not a working day) before the time
appointed for taking the poll; or(D)where the poll is not taken forthwith but is taken not more than 48 hours(excluding any day that is not a working day) after it was demanded, be

2570467739-3

delivered at the meeting to the chair of the meeting, the Secretary or any
Director,
and an appointment of proxy which is not deposited, delivered or received in a mannerso permitted shall be invalid (unless the Board, in its absolute discretion in relation to
any such appointment, waives any such requirement and decides to treat suchappointment as valid). The appointment of a proxy will not be valid after twelve (12)months from its date or the date of its execution, except at an adjourned meeting or ona poll demanded at a meeting or an adjourned meeting in cases where the meeting was
originally held within twelve (12) months from such date.
58.4

When two or more valid but differing appointments of proxy are delivered or received in
respect of the same share for use at the same meeting and in respect of the same
matter, the one which is last validly delivered or received (regardless of its date or ofthe date of its execution) shall be treated as replacing and revoking the other or others
as regards that share. If the Company is unable to determine which appointment waslast validly delivered or received, none of them shall be treated as valid in respect ofthat share.

58.5

An appointment of proxy shall be deemed (unless the contrary is stated in it) to confer
authority to demand or join in demanding a poll and to vote, on a poll, on a resolution ora motion or an amendment of a resolution put to, or other business which may properly
come before, the meeting or meetings for which it is given or any adjournment of any
such meeting, as the proxy thinks fit. Such appointment shall not confer any further
right to speak at the meeting, except with the permission of the chair of the meeting.

58.6

The Board may, at the expense of the Company, send forms of appointment of proxy to
the members by post, by electronic communication or otherwise (with or without
provision for their return by pre-paid post) for use at any general meeting or at any
separate meeting of the holders of any class of shares, either blank or nominating as
proxy in the alternative any one or more of the Directors or any other person. If for the
purpose of any meeting invitations to appoint as proxy a person or one of a number of
persons specified in the invitations are issued at the Company's expense, they shall be
issued to all (and not to some only) of the members entitled to be sent notice of themeeting and to vote at it. The accidental omission to send such a form of appointment
or invitation or failure to send such form of appointment or invitation due tocircumstances beyond the Company's control to, or the non-receipt of such form of
appointment or invitation by, any member entitled to attend and vote at a meeting shallnot invalidate the proceedings at that meeting.

59

TERMINATION OF PROXY OR CORPORATE AUTHORITY
A vote given or poll demanded by proxy or by the duly authorised representative of acorporation shall be valid in the event of:59.1

the death or mental disorder of the principal

59.2

the revocation of the proxy appointment or of the authority under which the proxyappointment was executed; or

59.3

the transfer of the Share for which the proxy appointment was given,
unless written notice of such death, mental disorder, revocation or transfer shall havebeen received by the Company at the Registered Office, or at such other place at which
the instrument of proxy was duly deposited, or, where the appointment of proxy wascontained in an electronic communication, at the address at which such appointment
was duly received, at least one (1) hour before the commencement of the meeting or
adjourned meeting at which the vote is given or the poll demanded or (in the case of apoll not taken on the same day as the meeting or adjourned meeting) at least one (1)hour before the time appointed for taking the poll.

60

CORPORATE REPRESENTATIVES

60.1

A corporation which is a member 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

2670467739-3

meeting of the Company or at any separate meeting of the holders of any class ofshares.
60.2

Any person or persons so authorised shall be entitled to exercise the same powers onbehalf of the corporation (in respect of that part of the corporation's holdings to which
the authority relates) as the corporation could exercise if it were an individual member.
If more than one person is authorised by a corporation, such corporate representativesof that corporation may exercise their powers on behalf of the corporation in a different
manner in respect of different shares held by the corporation but not in respect of thesame shares.

60.3

The corporation shall for the purposes of these Articles be deemed to be present inperson at any such meeting if a person so authorised is present at it. All references inthese Articles to attendance and voting in person shall be construed accordingly.

60.4

A Director, the Secretary or some other person authorised for the purpose by the
Secretary may require the representative to produce a certified copy of the resolution
so authorising him or such other evidence of his authority reasonably satisfactory tosuch person before permitting him to exercise his powers.

61

AMENDMENT TO RESOLUTIONS

61.1

If an amendment shall be proposed to any resolution but shall in good faith be ruled outof order by the chair of the meeting, any error in such ruling shall not invalidate theproceedings on the substantive resolution.

61.2

An ordinary resolution to be proposed at a general meeting may be amended byordinary resolution if:(A)the proposed amendment is to correct a patent error and does not, in thereasonable opinion of the chair of the meeting, materially alter the scope of theresolution; or(B)at least 48 hours prior to the time appointed for holding the meeting or adjourned
meeting at which such resolution is to be proposed, notice in writing of the termsof the amendment and intention to move it has been lodged at the Registered
Office or received in electronic form at the electronic address at which theCompany has or is deemed to have agreed to receive it; or(C)the chair of the meeting in his absolute discretion decides that it may be
proposed.

61.3

Any proposed amendment to an ordinary resolution may be withdrawn by the proposerat, or prior to the time appointed for holding, the general meeting or adjourned meetingat which such resolution is to be proposed with the prior consent of the chair of themeeting.

61.4

A special resolution to be proposed at a general meeting may be amended by ordinary
resolution, if:

62

(A)

the chair of the meeting proposes the amendment at the general meeting at
which the resolution is to be proposed, and(B)

the amendment does not go beyond what is necessary to correct a grammaticalor other non-substantive error in the resolution.

OBJECTION TO ERROR IN VOTING
No objection shall be raised to the qualification of any voter or to the counting of, or
failure to count, any vote, except at the meeting or adjourned meeting at which the voteobjected to is given or tendered or at which the error occurs. Any such objection or
error shall be referred to the chair of the meeting (whose decision shall be final andconclusive), who shall not be obliged to take it into account unless he considers it to beof sufficient magnitude to affect the decision of the meeting. The chair's decision onsuch matters shall be final and binding on all concerned.

2770467739-3

FAILURE TO DISCLOSE INTERESTS IN SHARES63

FAILURE TO DISCLOSE INTERESTS IN SHARES

63.1

For the purpose of this Article 63:
(A)

(1)

a transfer of shares pursuant to an acceptance of a takeover offer (within
the meaning of Section 974 of the Act;(2)

a transfer in consequence of a sale made through the London Stock
Exchange or any investment exchange selected by the Company
outside the United Kingdom on which any shares are normally traded; or(3)

a transfer which is shown to the satisfaction of the Board to be made inconsequence of a sale in good faith of the whole of the beneficial interestin the shares to a person who is unconnected with the member and withany other person appearing to be interested in the shares;(B)"interested" is construed as it is for the purpose of section 793 of the Act;(C)

a person, other than the member holding a share, shall be treated as appearing
to be interested in such share if the member has informed the Company that theperson is or may be so interested, or if the Company (after taking account of
information obtained from the member or, pursuant to a section 793 notice fromanyone else) knows or has reasonable cause to believe that the person is or
may be so interested;(D)reference to a person having failed to give to the Company information requiredby a section 793 notice, or being in default of supplying such information,
includes references to his having:

(E)

63.2

"Exempt Transfer" means, in relation to shares held by a member:(1)

failed or refused to give all or any part of such information; and(2)given information which he knows to be false in a material particular or
recklessly given information which is false in a material particular; and"transfer" means a transfer of a share or (where applicable) a renunciation of arenounceable letter of allotment or other renounceable document of title relating
to a share.

Where notice is given by the Company under section 793 of the Act (a "section 793
notice") to a member, or another person appearing to be interested in shares held bysuch member, and the member or other person has failed in relation to any shares("Default Shares", which expression applies also to any shares issued after the date of
the section 793 notice in respect of those shares and to any other shares registered in thename of such member at any time whilst the default subsists) to give the Company the
information required within fourteen (14) clear days after the date of the section 793
notice, unless the Board otherwise decides:(A)

the member is not entitled in respect of the Default Shares to be present or tovote (either in person or by proxy) at a general meeting or at a separate meetingof the holders of a class of shares or on a poll, or to exercise other rights
conferred by membership in relation to the meeting or poll; and(B)

where the Default Shares represent at least 0.25 per cent, in nominal value ofthe issued shares of their class:(1)

a dividend (or any part of a dividend) payable in respect of the Default
Shares (except on a winding up of the Company) may be withheld by theCompany, which shall have no obligation to pay interest on such
dividend;(2)

the member shall not be entitled to elect, pursuant to Article 126 (scrip
dividends) or otherwise, to receive shares instead of a dividend; and

28
70467739-3

(3)

63.3

63.4

(a)

the transfer is an Exempt Transfer; or(b)the member is not himself in default in supplying the information
required and proves to the satisfaction of the Board that no
person in default of supplying the information required isinterested in any of the shares which are the subject of thetransfer.

The sanctions under Article 63.2 shall cease to apply seven (7) days after the earlier of:(A)

receipt by the Company of notice of an Exempt Transfer, but only in relation to
the shares transferred; and(B)

receipt by the Company, in a form satisfactory to the Board, of all the information
required by the section 793 notice.

The Board may:
(A)

(B)

63.5

the Board may, in its absolute discretion, refuse to register the transfer of
any Default Shares (subject, in the case of any uncertificated shares, tothe Uncertificated Securities Regulations) unless:give notice in writing to any member holding Default Shares in uncertificatedform requiring the member:(1)

to change his holding of such shares from uncertificated form into
certificated form within a specified period; and(2)then to hold such Default Shares in certificated form for so long as thedefault subsists; andappoint any person to take any steps, by instruction by means of the
Uncertificated System or otherwise, in the name of any holder of Default Sharesas may be required to change such shares from uncertificated form into
certificated form (and such steps shall be effective as if they had been taken bysuch holder).

The provisions of this Article 63 are in addition and without prejudice to the provisionsof the Companies Acts, and in particular shall not prevent the Company from making anapplication for restrictions to be placed on any shares under section 794 of the Act.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

64

NUMBER OF DIRECTORS
Unless and until otherwise determined by the Company by ordinary resolution, thenumber of Directors (other than alternate Directors) shall be not less than two (2) innumber. The Company may from time to time by ordinary resolution fix a maximum
number of directors and from time to time vary that maximum number.

65

NO SHARE QUALIFICATIONA Director need not hold any shares but shall be entitled to receive notice of, attend andspeak at all general meetings of the Company and of any class of members of theCompany.

66

COMPANY'S POWER TO APPOINT DIRECTORS

66.1

Subject to these Articles, the Company may by ordinary resolution appoint a person
who is willing to act to be a Director, either to fill a vacancy or as an addition to theexisting Directors, subject to the total number of Directors not exceeding any maximum
number fixed by or in accordance with these Articles.

66.2

A resolution for the appointment of two or more persons as Directors by a single
resolution at a general meeting shall be void unless a resolution that the resolution forappointment be proposed in such way has first been agreed to by the meeting without
any vote being given against it.

29
70467739-3

67

BOARD'S POWER TO APPOINT DIRECTORS

67.1

Without prejudice to the Company's power to appoint a person to be a Director
pursuant to these Articles, the Board shall have power at any time to appoint any
person who is willing to act as a Director, either to fill a vacancy or as an addition to theexisting Board, subject to the total number of Directors not exceeding any maximum
number fixed by or in accordance with these Articles.

67.2

Any Director so appointed after the date of adoption of these Articles shall, if still a
Director, retire at the next annual general meeting after his appointment and be eligible
to stand for election as a Director at such meeting. Such person shall not be taken into
account in determining the number or identity of Directors who are to retire by rotation
at such meeting.

68

APPOINTMENT OF EXECUTIVE DIRECTORS
Subject to the Companies Acts, the Board may appoint one or more of its members to
an executive office or other position of employment with the Company for such term
(subject to the Companies Acts) and on any other conditions the Board thinks fit. The
Board may revoke, terminate or vary the terms of any such appointment, without
prejudice to a claim for damages for breach of contract between the Director and theCompany.

69

ELIGIBILITY OF NEW DIRECTORSNo person, other than a Director retiring (by rotation or otherwise), shall be appointed or
re-appointed a Director at any general meeting unless:69.1

he is recommended for appointment by the Board; or

69.2

not less than seven (7) nor more than forty two (42) clear days before the dateappointed for the meeting, a notice executed by a member (other than the person to be
proposed) qualified to vote at the meeting has been given to the Company at theRegistered Office of the intention to propose such person for appointment or reappointment, stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Company's register of directors,
accompanied by a notice executed by that person of his willingness to be appointed or
re-appointed.

70

ROTATIONAL RETIREMENT AT ANNUAL GENERAL MEETING

70.1

Each Director is subject to retirement by rotation in accordance with these Articles,
subject to Article 71 (Position of Retiring Director).

70.2

At each annual general meeting one third of the Directors who are subject to retirementby rotation or, if their number is not three (3) nor a multiple of three (3), the number
nearest to one third, shall retire from office, provided always that a Director who issubject to retirement by rotation shall retire at the third annual general meeting after theannual general meeting or general meeting (as the case may be) at which he waspreviously appointed or re-appointed. If there are fewer than three (3) Directors whoare subject to retirement by rotation, one of them shall retire from office at the annual
general meeting.

70.3

Subject to the Companies Acts and these Articles, the Directors to retire by rotation ateach annual general meeting shall be, so far as necessary to obtain the number
required, first, any Director who wishes to retire and not offer himself for re-election
and, second, those Directors who have been longest in office since their last
appointment or re-appointment. As between two (2) or more Directors who have been
in office an equal length of time, the Director to retire shall, in default of agreement
between them, be determined by lot. The Directors to retire on each occasion (both as
to number and identity) shall be determined by the composition of the Board at the startof business seven (7) days before the date of the notice convening the annual general
meeting notwithstanding any change in the number or identity of the Directors after thattime but before the close of the meeting.

3070467739-3

70.4

If the Board so decides, one (1) or more other Directors selected by the Board may also
retire at an annual general meeting as if any such other Director was also retiring byrotation at that meeting in accordance with these Articles.

70.5

Any Director who has held office with the Company, other than employment or
executive office, and who, at the date of the annual general meeting, has held suchoffice for nine (9) years or more, shall be subject to re-appointment at each annual
general meeting.

71

POSITION OF RETIRING DIRECTOR

71.1

A Director who retires at an annual general meeting (whether by rotation or otherwise)may, if willing to act, be re-appointed. If he is not re-appointed or deemed to have been
re-appointed, he shall retain office until the meeting appoints someone in his place or, if
it does not do so, until the end of the meeting.

71.2

At any general meeting at which a Director retires by rotation, the Company may fill thevacancy and, if it does not do so, the retiring Director shall, if willing, be deemed tohave been re-appointed unless it is expressly resolved not to fill the vacancy or a
resolution for the re-appointment of the Director is put to the meeting and lost.

72

REMOVAL BY ORDINARY RESOLUTION
In addition to any power of removal under the Companies Acts and subject to theCompanies Acts, the Company may:(A)

by ordinary resolution remove any Director before the expiration of his period of
office, but without prejudice to any claim for damages which he may have forbreach of any contract of service between him and the Company; and(B)

by ordinary resolution appoint another person who is willing to act to be a
Director in his place (subject to these Articles).

Any person so appointed shall be treated, for the purposes of determining the time atwhich he or any other Director is to retire, as if he had become a Director on the day on
which the person in whose place he is appointed was last appointed or re-appointed a
Director.
73

VACATION OF DIRECTOR'S OFFICE

73.1

Without prejudice to the provisions in these Articles for retirement (by rotation orotherwise) the office of a Director shall be vacated if:(A)

he resigns by notice in writing delivered to the Secretary at the Registered Officeor at an address specified by the Company for the purposes of communication
by electronic means or tendered at a Board meeting;(B)

he offers to resign by notice in writing delivered to the Secretary at theRegistered Office or at an address specified by the Company for the purposes ofcommunication by electronic means or tendered at a Board meeting and theBoard resolves to accept such offer;(C)

he only held office as a Director for a fixed term and such term expires;(D)

he ceases to be a Director by virtue of any provision of the Companies Acts, isremoved from office pursuant to these Articles or the Companies Acts or
becomes prohibited by law from being a Director;(E)

he becomes bankrupt, has an interim receiving order made against him, makes
any arrangement or compounds with his creditors generally or applies to thecourt for an interim order in connection with a voluntary arrangement under any
legislation relating to insolvency;(F)a registered medical practitioner who is treating him gives a written opinion to theCompany stating that he has become physically or mentally incapable of acting
as a Director and may remain so for more than three months;

3170467739-3

(G)he is absent, without permission of the Board, from Board meetings for six
consecutive months (whether or not an alternate Director attends in his place)and the Board resolves that his office be vacated;(H)

he is removed from office by notice in writing addressed to him at his address asshown in the Company's register of directors and signed by not less than threequarters of all the Directors in number (without prejudice to any claim fordamages which he may have for breach of contract against the Company); or(I)

in the case of a Director who holds executive office, his appointment to suchoffice is terminated or expires and the Board resolves that his office be vacated.

73.2

A resolution of the Board declaring a Director to have vacated office pursuant to this
Article 73 shall be conclusive as to the fact and grounds of vacation stated in the
resolution.

73.3

If the office of a Director is vacated for any reason, he shall cease to be a member ofany committee of the Board.

73.4

In this Article 73, delivery of notice may be in writing, including the use of electronic
communications subject to such terms and conditions as the Board may decide.
ALTERNATE DIRECTORS74

APPOINTMENT

74.1

A Director (other than an alternate Director) may appoint any other Director or any
person approved for that purpose by the Board and willing to act, to be his alternate bynotice in writing delivered to the Secretary at the Registered Office, or in any othermanner approved by the Board.
The appointment of an alternate Director who is not already a Director shall:(A)require the approval of either a majority of the Directors or the Board by way of a
Board resolution; and(B)

not be effective until his consent to act as a Director in the form prescribed by
the Companies Acts has been received at the Registered Office.

74.2

An alternate Director need not hold a share qualification and shall not be counted inreckoning any maximum or minimum number of Directors allowed by these Articles.

75

RESPONSIBILITY
Every person acting as an alternate Director shall be an officer of the Company, shallalone be responsible to the Company for his own acts and defaults and shall not be
deemed to be the agent of the Director appointing him.

76

PARTICIPATION AT BOARD MEETINGS

76.1

An alternate Director shall (subject to his giving to the Company an address within the
United Kingdom at which notices may be served on him) be entitled to receive notice of
all meetings of the Board and all committees of the Board of which his appointor is amember and, in the absence from such meetings of his appointor, to attend and vote atsuch meetings and to exercise all the powers, rights, duties and authorities of his
appointor (other than the power to appoint an alternate Director). A Director acting as
alternate Director shall have a separate vote at Board meetings for each Director forwhom he acts as alternate Director, but he shall count as only one for the purpose ofdetermining whether a quorum is present.

76.2

Signature by an alternate Director of any resolution in writing of the Board or acommittee of the Board will, unless the notice of his appointment provides otherwise, be
as effective as signature by his appointor.

77

INTERESTS
An alternate Director shall be entitled to contract and be interested in and benefit fromcontracts or arrangements with the Company and to be repaid expenses and to be

3270467739-3

indemnified in the same way and to the same extent as a Director. However, he shallnot be entitled to receive from the Company any fees for his services as alternate,except only such part (if any) of the fee payable to his appointor as such appointor may
by notice in writing to the Company direct. Subject to this Article 77, the Company shall
pay to an alternate Director such expenses as might properly have been paid to him if
he had been a Director.
78

TERMINATION OF APPOINTMENT
An alternate Director shall cease to be an alternate Director:

78.1

if his appointor revokes his appointment by notice delivered to the Secretary at theRegistered Office or in any other manner approved by the Board; or

78.2

if he resigns his office of alternate Director by notice delivered to the Secretary at theRegistered Office or in any other manner approved by the Board; or

78.3

if his appointor ceases for any reason to be a Director, provided that if any Director
retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid
appointment of the alternate Director which was in force immediately before hisretirement shall remain in force; or

78.4

if any event happens in relation to him which, if he were a Director, would cause his
office as Director to be vacated.
BOARD POWERS

79

BOARD POWERS
Subject to the Companies Acts, these Articles and to any directions given by special
resolution of the Company, the business of the Company shall be managed by the
Board, which may exercise all the powers of the Company whether relating to the
management of the business or not. No alteration of these Articles nor any suchdirection shall invalidate any prior act of the Board which would have been valid if suchalteration had not been made or such direction had not been given. The provisions inthese Articles giving specific powers to the Board shall not limit the general powers
given by this Article 79.

80

DIRECTORS BELOW THE MINIMUM NUMBER
If the number of Directors is less than the minimum prescribed in accordance with these
Articles, the remaining Director or Directors shall act only for the purposes of appointing
an additional Director or Directors to make up such minimum or of convening a general
meeting of the Company for the purpose of making such appointment. If there are no
Director or Directors able or willing to act, any two members may summon a general
meeting for the purpose of appointing Directors. Any additional Director so appointed
shall hold office (subject to these Articles) only until the dissolution of the annual
general meeting next following such appointment unless he is re-elected during suchmeeting.

81

DELEGATION TO EXECUTIVE DIRECTORSThe Board may delegate to a Director holding executive office any of its powers,
authorities and discretions for such time and on such terms and conditions as it shallthink fit. The Board may grant to a Director the power to sub-delegate, and may retain
or exclude the right of the Board to exercise the delegated powers, authorities ordiscretions collaterally with the Director. The Board may at any time revoke thedelegation or alter its terms and conditions.

82

DELEGATION TO COMMITTEES

82.1

The Board may delegate any of its powers, authorities and discretions (including,
without limitation, those relating to the payment of monies or other remuneration to, andthe conferring of benefits on, a Director) for such time and on such terms andconditions as it shall think fit to a committee consisting of one or more Directors and (ifthought fit) one or more other persons, provided always that a majority of committee

3370467739-3

members shall be Directors. No resolution or decision may be passed or taken at a
meeting of a committee unless a majority of committee members present at thecommittee meeting are Directors. The Board may grant to the committee the power to
sub-delegate, and may retain or exclude the right of the Board to exercise thedelegated powers, authorities or discretions collaterally with the committee. The Board
may at any time revoke the delegation or alter its terms and conditions or discharge thecommittee in whole or in part. Where a provision of the Articles refers to the exercise of
a power, authority or discretion by the Board and that power, authority or discretion has
been delegated by the Board to a committee, the provision shall be construed aspermitting the exercise of the power, authority or discretion by the committee.
82.2

83

The Board's power under these Articles to delegate to a committee:(A)

includes (without limitation) the power to delegate the determination of any fee,
remuneration or other benefit to be paid or provided to any Director; and(B)

is not limited by the fact that in some Articles but not others express reference ismade to particular powers being exercised by the Board or by a committee.

LOCAL MANAGEMENT
The Board may establish local or divisional boards, agencies or branch offices for
managing the affairs of the Company in a specified locality and may appoint persons to
be members of a local or divisional board, agency or branch office and may fix theirremuneration. The Board may delegate to a local or divisional board, agency or branch
office any of its powers, authorities and discretions for such time and on such terms andconditions as it thinks fit. The Board may grant to such local or divisional board, agency
or branch office the power to sub-delegate, may retain or exclude the right of the Board
to exercise the delegated powers, authorities or discretions collaterally with the local ordivisional board, agency or branch office and may authorise the members of a local ordivisional board, agency or branch (or any of them) to fill a vacancy or to act despite avacancy. The Board may at any time revoke or alter the terms and conditions of theappointment or delegation. Subject to the terms and conditions imposed by the Board,the proceedings of a local or divisional board, agency or branch office with two or moremembers are governed by those Articles that regulate the proceedings of the Board, so
far as applicable.

84

DELEGATION TO AGENTS
The Board may, by power of attorney or otherwise, appoint a person to be the agent of
the Company and may delegate to such person any of its powers, authorities anddiscretions for such purposes, for such time and on such terms and conditions(including as to remuneration) as it thinks fit. The Board may grant the power to subdelegate and may retain or exclude the right of the Board to exercise the delegatedpowers, authorities or discretions collaterally with the agent. The Board may at any
time revoke or alter the terms and conditions of the appointment or delegation.

85

EXERCISE OF VOTING POWER
The Board may exercise or cause to be exercised the voting power conferred by sharesin any other body corporate held or owned by the Company, or any power of
appointment to be exercised by the Company, in any manner it thinks fit (including theexercise of the voting power or power of appointment in favour of the appointment of
any Director as a director or other officer or employee of such company or in favour ofthe payment of remuneration to the directors, officers or employees of such company).

86

PROVISION FOR EMPLOYEESThe Board may exercise any power conferred on the Company by the Companies Acts
to make provision for the benefit of persons employed or formerly employed by any
Group Undertaking (or any member of his family or any person who is dependent onhim) in connection with the cessation or the transfer to any person of the whole or partof the undertaking of such Group Undertaking.

3470467739-3

87

OVERSEAS REGISTERS
Subject to the Companies Acts and the Uncertificated Securities Regulations, the Board
may exercise the powers conferred on the Company with regard to the keeping of an
overseas branch, local or other register in relation to members and may make and varysuch regulations as it thinks fit concerning the keeping of any such register.

88

ASSOCIATE DIRECTORSThe Board may appoint any person (not being a Director) to any office or employment
having a designation or title including the word "director" or attach to any existing officeor employment with the Company such designation or title and may terminate any suchappointment or the use of such designation or title. The inclusion of the word "director"
in the designation or title of any such office or employment shall not imply that such
person is, or is deemed to be, or is empowered in any respect to act as, a Director for
any of the purposes of the Companies Acts or these Articles.

89

BORROWING POWERS

89.1

Subject to this Article 89, the Board may exercise all the powers of the Company toborrow money and to mortgage or charge all or part of the undertaking, property andassets (present or future) and uncalled capital of the Company and, subject to theCompanies Acts, to create and issue debentures and other securities, whether outrightor as collateral security for a debt, liability or obligation of the Company or of a third
party.

89.2

The Board shall restrict the borrowings of the Company and shall exercise all voting
and other rights or powers of control exercisable by the Company in relation to its
subsidiary undertakings so as to ensure (as regards subsidiary undertakings, to theextent possible by such exercise) that the aggregate of the amounts borrowed by theGroup and remaining outstanding at any time (excluding intra Group borrowings) shallnot without the previous sanction of an ordinary resolution of the Company exceed anamount equal to two times the gross asset value of the Group where gross asset value
is defined as total fixed plus total current assets as measured under UK GAAP or total
current plus total non-current assets as measured under IFRS as appropriate provided
always that no such sanction shall be required to the borrowing of any moneys intended
to be applied and actually applied within six months in the repayment (with or without
premium) of any moneys previously borrowed and then outstanding, notwithstandingthat the same may result in the said limit being exceeded during such period.

89.3

In this Article:(A)share capital allotted shall be treated as issued and any share capital alreadycalled up or payable at any future date within the following twelve months shallbe treated as already paid up and if the Company proposes to issue any sharesfor cash and the issue of such shares has been underwritten then such sharesshall be deemed to have been issued and the subscription moneys (including
any premium) payable in respect thereof within the following twelve months shallbe deemed to have been paid up;(B)any company which it is proposed shall become a subsidiary contemporaneouslywith any relevant transaction shall be treated as if it had already become asubsidiary;(C)the following shall (unless otherwise taken into account) be deemed to be
included in moneys borrowed (a) debentures issued in whole or in part for aconsideration other than cash, (b) amounts outstanding under acceptancecredits (other than in respect of the purchase of goods in the ordinary course of
trading),(a) the nominal amount of any share capital issued and the principal amount ofany moneys borrowed the redemption or repayment, whereof is guaranteed by
the Company or by any subsidiary except in so far as such share capital is forthe time being held by or such moneys are for the time being owing to, and thebeneficial interest therein is vested in, the Company or any subsidiary; and35
70467739-3

(D)

89.4

any fixed premium payable on final redemption or repayment of any debenturesor other borrowed moneys or share capital shall be taken into account as anaddition to the principal or nominal amount thereof.

No person dealing with the Company or any of its subsidiaries shall by reason of theforegoing provision be concerned to see or inquire whether the said limit is observed
and no debt incurred or security given in excess of such limit shall be invalid or
ineffectual unless the lender or the recipient of the security had at the time when thedebt was incurred or the security given express notice that the said limit had been or
would thereby be exceeded.
DIRECTORS' REMUNERATION, EXPENSES AND BENEFITS

90

FEES
Unless otherwise decided by the Company by ordinary resolution, the Company shall
pay to the Directors (but not alternate Directors) for their services as Directors suchaggregate amount of fees as the Board decides (not exceeding £500,000 per annum orsuch larger amount as the Company may by ordinary resolution decide). The
aggregate fees shall be divided among the Directors in such proportions as the Board
decides or, if no decision is made, equally. A fee payable to a Director pursuant to this
Article 90 shall be distinct from any salary or remuneration payable to him under aservice agreement or other amount payable to him pursuant to other provisions of these
Articles and accrues from day to day.

91

EXPENSES
A Director may also be paid all travelling, hotel and other expenses properly incurred byhim in connection with his attendance at meetings of the Board or of committees of theBoard or general meetings or separate meetings of the holders of any class of sharesor otherwise in connection with the discharge of his duties as a Director, including(without limitation) any professional fees incurred by him (with the approval of the Boardor in accordance with any procedures stipulated by the Board) in taking independent
professional advice in connection with the discharge of such duties.

92

REMUNERATION OF EXECUTIVE DIRECTORSThe salary or remuneration of a Director appointed to hold employment or executive
office in accordance with the Articles may be a fixed sum of money, or wholly or in partgoverned by business done or profits made, or as otherwise decided by the Board(including, for the avoidance of doubt, by the Board acting through a duly authorised
Board committee), and may be in addition to or instead of a fee payable to him for his
services as Director pursuant to these Articles.

93

SPECIAL REMUNERATIONA Director who, at the request of the Board, goes or resides abroad, makes a special
journey or performs a special service on behalf of or for the Company (including,
without limitation, services as a chair or vice-chair of the Board, services as a memberof any Board committee and services which the Board considers to be outside thescope of the ordinary duties of a Director) may be paid such reasonable additional
remuneration (whether by way of salary, bonus, commission, percentage of profits orotherwise) and expenses as the Board (including, for the avoidance of doubt, the Board
acting through a duly authorised Board committee) may decide.

94

PENSIONS AND OTHER BENEFITSThe Board may exercise all the powers of the Company to provide pensions or otherretirement or superannuation benefits and to provide death or disability benefits or otherallowances or gratuities (by insurance or otherwise) for a person who is or has at any
time been a Director, an officer or a director or an employee of a company which is or
was a Group Undertaking, a company which is or was allied to or associated with theCompany or with a Group Undertaking or a predecessor in business of the Company orof a Group Undertaking (and for any member of his family, including a spouse or former
spouse, or a person who is or was dependent on him). For this purpose the Board may

3670467739-3

establish, maintain, subscribe and contribute to any scheme, trust or fund and pay
premiums and, subject to the Companies Acts, lend money or make payments to,guarantee or give an indemnity in respect of, or give any financial or other assistance inconnection with any of the matters set out in this Article. The Board may arrange forthis to be done by the Company alone or in conjunction with another person. A Director
or former Director is entitled to receive and retain for his own benefit any pension orother benefit provided in accordance with this Article 94 and is not obliged to accountfor it to the Company. The receipt of any such benefit will not disqualify any personfrom being or becoming a Director of the Company.
DIRECTORS' PROCEEDINGS
95

BOARD MEETINGS
Subject to these Articles and to the Protocol, the Board may regulate its proceedings as
it thinks fit.

96

NOTICE OF BOARD MEETINGS
A Director may, and the Secretary at the request of a Director shall, call a meeting of
the Board. Notice of a Board meeting shall be deemed to be duly given to a Director if
it is given to him personally or by word of mouth or sent in writing to his last known
address or any other address given to the Company by him for such purpose or givenby electronic communications to an address for the time being notified to the Company
by the Director. A Director may be treated as having waived his entitlement to notice ofa meeting of the Board if he has not supplied the Company with the informationnecessary to ensure that he receives notice of a meeting before it takes place. A
Director may waive the requirement that notice of any Board meeting be given to him,either prospectively or retrospectively.

97

QUORUM

97.1

No business shall be transacted at any meeting of the Board unless a quorum ispresent. The quorum may be fixed by the Board and unless so fixed at any othernumber shall be two (2). An alternate Director who is not himself a Director shall, if his
appointor is not present, be counted in the quorum. A duly convened Board meeting at
which a quorum is present shall be competent to exercise any and all of the authorities,
discretions and powers vested in or exercisable by the Board.

97.2

If a Director ceases to be a director at a Board meeting, he can continue to be present
and to act as a director and be counted in the quorum until the end of the meeting if noother Director objects and if otherwise a quorum of Directors would not be present.

98

BOARD CHAIR
The Board may appoint any Director to be, and may remove, a chair and a vice chair of
the Board. The chair or, in his absence, the vice chair, shall preside at all Board
meetings. If there is no chair or vice chair, or if at a Board meeting neither the chair nor
the vice chair is present within five (5) minutes after the time appointed for the meeting,or if neither of them is willing to act as chair, the Directors present may choose any
Director present to be chair of the meeting.

99

VOTING
Questions arising at a meeting shall be decided by a majority of votes. In the case ofan equality of votes, the chair shall not have a second or casting vote.

100

REMOTE PARTICIPATION
Subject to the Protocol, a Director or his alternate Director may participate in a meetingof the Board or a committee of the Board through the medium of conference telephone,
video conferencing or any other form of communication equipment if all persons
participating in the meeting are able to hear and speak to each other throughout themeeting. A person participating in this way shall be deemed to be present in person at
the meeting and shall be counted in a quorum and entitled to vote. Subject to theCompanies Acts, all business transacted in this way by the Board or a committee of the37
70467739-3

Board shall be deemed for the purposes of the Articles to be validly and effectivelytransacted at a meeting of the Board or a committee of the Board even if one Director
only is physically present at any one place. The meeting shall be deemed to take place
where the largest group of those participating is assembled or, if there is no such group,
where the chair of the meeting then is.
101

WRITTEN RESOLUTIONS

101.1

Subject to the Protocol, a resolution in writing, executed by all the Directors for the time
being entitled to receive notice of a Board meeting and in number not being less than aquorum, or by all the members of a committee of the Board for the time being entitled toreceive notice of the meetings of such committee and in number not being less than aquorum of such committee, shall be as valid and effective for all purposes as a
resolution duly passed at a meeting of the Board (or committee, as the case may be).

101.2

Such a resolution:

102

(A)

may consist of several documents in the same form each executed by one ormore of the Directors or members of the relevant committee, including
executions evidenced by facsimile transmission;(B)

may be in electronic format provided that the resolution has been signed by the
Director or his alternate and is of acceptable quality;(C)need not be signed by an alternate Director if it is signed by his appointor;(D)

if signed by an alternate Director, need not also be signed by his appointor; and(E)

to be effective, need not be signed by a Director who is prohibited by these
Articles from voting on it, or by his alternate.

COMMITTEE PROCEEDINGS
Proceedings of committees of the Board shall be conducted in accordance withregulations prescribed by the Board (if any). Subject to those regulations, suchproceedings shall be conducted in accordance with applicable provisions of these
Articles regulating the proceedings of the Board. Where the Board resolves to delegate
any of its powers, authorities and discretions to a committee and such resolution statesthat the committee shall consist of any one or more unnamed Directors, it shall not benecessary to give notice of a meeting of such committee to any Directors other than the
Director or Directors who form the committee.

103

MINUTES

103.1

The Board shall cause minutes to be made of:(A)

all appointments of officers and committees made by the Board and of any suchofficer's remuneration; and(B)

the names of Directors present at every meeting of the Board, a committee of theBoard, the Company or the holders of any class of shares or debentures, and allorders, resolutions and proceedings of such meetings.

103.2

Any such minutes, if purporting to be signed by the chair of the meeting at which theproceedings were held or by the chair of the next succeeding meeting or the Secretary,shall be prima facie evidence of the matters stated in them.

104

VALIDITY OF PROCEEDINGSAll acts done in good faith by a meeting of the Board, or of a committee of the Board, orby a person acting as a Director, an alternate Director or a committee member shall,
notwithstanding that it may be discovered afterwards that there was a defect in theappointment of any person so acting or that any of them were disqualified from holding
office, or had vacated office, or were not entitled to vote, be as valid as if every such
person had been duly appointed and was qualified and had continued to be a Director,
alternate Director or committee member and entitled to vote.

38
70467739-3

INTERESTS OF DIRECTORS105

PERMITTED INTERESTS
Subject to the Companies Acts and compliance with the next Article 106, a Director,
notwithstanding his office:105.1

may enter into or otherwise be interested in any contract, arrangement, transaction or
proposal with the Company or in which the Company is otherwise interested, either inconnection with his tenure of any office or place of profit or as vendor, purchaser orotherwise;

105.2

may hold any other office or place of profit under the Company (except that of auditor)
in conjunction with the office of Director and may act by himself or through his firm in a
professional capacity for the Company, and in any such case on such terms as toremuneration and otherwise as the Board may arrange, either in addition to or in lieu of
any remuneration provided for by any other Article;

105.3

may be a director or other officer of, or employed by, or a party to any contract,
arrangement, transaction or proposal with or otherwise interested in, any body
corporate promoted by the Company or in which the Company is otherwise interested(directly or indirectly) or as regards which the Company has any powers of
appointment; and105.4

shall not be liable to account to the Company for any profit, remuneration or otherbenefit realised by any such office, employment, contract, arrangement, transaction or
proposal,and no such contract, arrangement, transaction or proposal shall be avoided on the
grounds of any such interest or benefit.

106

DISCLOSURE OF INTERESTS TO BOARD
A Director who is in any way (directly or indirectly) interested in any contract orarrangement or any other proposal with the Company shall declare the nature of his
interest at the meeting of the Board at which the question of entering into the contract,
arrangement or proposal is first considered, if he knows his interest then exists or, in
any other case, at the first meeting of the Board after he knows that he is or has
become so interested. For the purposes of this Article 106 a general notice given to theBoard by a Director that he is to be regarded as having an interest (of the nature andextent specified in the notice) in any contract, arrangement or proposal in which a
specified person or class of persons is interested shall be deemed to be a sufficient
disclosure under this Article 106 in relation to such contract, arrangement or proposal of
the nature and extent so specified.

107

INTERESTED DIRECTOR NOT TO VOTE OR COUNT FOR QUORUM
A Director shall not vote on, or be counted in the quorum in relation to, any resolution of
the Board or of a committee of the Board concerning any contract or arrangement or
any other proposal to which the Company is or is to be a party and in which he has aninterest (otherwise than by virtue of his interests in shares or debentures or othersecurities of, or otherwise in or through, the Company), other than a resolution:

107.1

relating to the giving of any security, guarantee or indemnity to him in respect of money
lent or obligations incurred by him or by any other person at the request of or for the
benefit of a Group Undertaking;107.2

relating to the giving of any security, guarantee or indemnity in respect of a debt or
obligation of a Group Undertaking for which he himself has assumed responsibility inwhole or in part under a guarantee or indemnity or by the giving of security;

107.3

relating to, or in the context of, an offer of securities by a Group Undertaking in which
he is or may be entitled to participate as a holder of securities or in the underwriting or
sub-underwriting of which he is to participate;

3970467739-3

107.4

relating to another company in which he does not have to his knowledge an interest in
shares (as that term is used in sections 820 to 825 of the Act) representing one (1) per
cent or more of either any class of the equity share capital, or the voting rights in, suchcompany;

107.5

relating to an arrangement for the benefit of employees of any Group Undertaking
which does not award him any privilege or benefit not generally awarded to theemployees to whom such arrangement relates;

107.6

concerning insurance which the Company proposes to maintain or purchase for the
benefit of Directors or for the benefit of persons including Directors; or

107.7

in respect of which the interest of the Director cannot reasonably be regarded asconflicting.

108

DIRECTOR'S INTEREST IN OWN APPOINTMENT
A Director shall not vote or be counted in the quorum on any resolution of the Board orcommittee of the Board concerning his own appointment (including fixing or varying or
recommending the terms of his appointment or its termination) as a holder of any officeor place of profit with the Company or any body corporate in which the Company isinterested. Where proposals are under consideration concerning the appointment(including fixing or varying or recommending the terms of appointment or thetermination thereof) of two or more Directors to offices or places of profits with theCompany or any body corporate in which the Company is interested, such proposals
may be divided and a separate resolution considered in relation to each Director. In
such case each of the Directors concerned (if not debarred from voting under these
Articles) shall be entitled to vote (and be counted in the quorum) in respect of eachresolution except that concerning his own appointment.

109

CONCLUSIVE RULINGS ON DIRECTORS' INTERESTS

109.1

If any question arises at any meeting as to the materiality of the interest of a Director(other than the chair of the meeting) or as to the entitlement of any Director (other thanthe chair) to vote or be counted in the quorum and such question is not resolved by his
voluntarily agreeing to abstain from voting or being counted in the quorum, suchquestion shall be referred to the chair of the meeting. The chair's ruling in relation tosuch Director shall be conclusive and binding on all concerned (except in a case where
the nature or extent of the interest of such Director, as known to him, has not beenadequately disclosed to the meeting).

109.2

If any question arises at any meeting as to the materiality of the interest of the chair of
the meeting or as to his entitlement to vote or be counted in the quorum and suchquestion is not resolved by his voluntarily agreeing to abstain from voting or being
counted in the quorum, such question shall be decided by a resolution of the Directors
or committee members present at the meeting (excluding the chair), whose majority
vote shall be conclusive and binding on all concerned (except in a case where thenature or extent of the interest of such chair, as known to him, has not been adequately
disclosed to the meeting).

110

CONNECTED PERSONSFor the purposes of the provisions of these Articles concerning a Director's interests inrelation to the Company, the interest of a person who is for the purposes of theCompanies Acts connected with a Director shall be (if known by the Director to be aninterest of any such connected person) treated as the interest of the Director and, in
relation to an alternate Director, the interest of his appointor shall be treated as theinterest of the alternate Director in addition to an interest which the alternate Director
otherwise has. This Article 110 applies to an alternate Director as if he were a Director.

111

SUSPENSION OR RELAXATION OF PROVISIONS CONCERNING DIRECTORS'INTERESTS

111.1

Subject to the Companies Acts and to any relevant requirements of (to the extent
applicable) the AIM Rules and/or the London Stock Exchange, the Company may byordinary resolution suspend, vary or relax any provision in these Articles concerning a

4070467739-3

Director's interests in relation to the Company, either generally or in respect of any
particular matter, or ratify any contract, arrangement or other proposal not authorised
by reason of a contravention of any such provision.
111.2

For the purposes of section 175 of the Act, the Directors may authorise any matter
proposed to them in accordance with these Articles which would, if not so authorised,
constitute or give rise to an infringement of duty by a Director under that section.

111.3

Authorisation of a matter under Article 111.2 shall be effective only if:(A)the matter in question shall have been proposed by any person for consideration
at a meeting of the Directors, in accordance with the Directors procedures, if any,
for the time being relating to matters for consideration by the Directors or in suchother manner as the Directors may approve;(B)

any requirement as to the quorum at the meeting of the Directors at which thematter is considered is met without counting the Director in question and anyother interested Director (together the "Interested Directors"); and(C)

the matter was agreed to without the Interested Directors voting or would havebeen agreed to if the votes of the Interested Directors had not been counted.

111.4

Any authorisation of a matter pursuant to Article 111.2 shall extend to any actual or
potential conflict of interest which may reasonably be expected to arise out of thematter so authorised.

111.5

Any authorisation of a matter pursuant to Article 111.2 shall be subject to suchconditions or limitations as the Directors may specify, whether at the time such
authorisation is given or subsequently, and may be terminated or varied by the
Directors at any time. A Director shall comply with any obligations imposed on him by
the Directors pursuant to any such authorisation.

111.6

A Director shall not, by reason of his office or the fiduciary relationship thereby
established, be accountable to the Company for any remuneration or other benefit
which derives from any matter authorised by the Directors under Article 111.2 and any
contract, transaction or arrangement relating thereto shall not be liable to be avoided on
the grounds of any such remuneration or other benefit or on the ground of the Director
having any interest as referred to in the said section 175.

111.7

A Director shall be under no duty to the Company with respect to any information which
he obtains or has obtained otherwise than as a director or officer or employee of theCompany and in respect of which he owes a duty of confidentiality to another person.
However, to the extent that his connection with that other person conflicts, or possibly
may conflict, with the interests of the Company, this Article 111 applies only if theexistence of that connection has been authorised by the Directors under Article 111.2.
In particular, the Director shall not be in breach of the general duties he owes to theCompany by virtue of sections 171 to 177 of the Act because he fails:

111.8

(A)

to disclose any such information to the Directors or to any Director or otherofficer or employee of the Company; and/or(B)

to use any such information in performing his duties as a Director or officer or
employee of the Company.

Where the existence of a Director's connection with another person has beenauthorised by the Directors under Article 111.2 and his connection with that person
conflicts, or possibly may conflict, with the interests of the Company, the Director shallnot be in breach of the general duties he owes to the Company by virtue of sections
171 to 177 of the Act because he:(A)absents himself from meetings of the Directors or any committee thereof atwhich any matter relating to the conflict of interest or possible conflict of interest
will or may be discussed or from the discussion of any such matter at a meetingor otherwise; and/or(B)

makes arrangements not to receive documents and information relating to any
matter which gives rise to the conflict of interest or possible conflict of interest

4170467739-3

sent or supplied by the Company and/or for such documents and information to
be received and read by a professional adviser,
for so long as he reasonably believes such conflict of interest (or possible conflict ofinterest) subsists.
111.9

111.10The provisions of Articles 111.7 and 111.8 are without prejudice to any equitableprinciple or rule of law which may excuse the Director from:(A)

disclosing information, in circumstances where disclosure would otherwise berequired under these Articles or otherwise; or(B)attending meetings or discussions or receiving documents and information as
referred to in Article 111.8, in circumstances where such attendance or receivingsuch documents and information would otherwise be required under these
Articles.

For the purposes of this Article 111, a conflict of interest includes a conflict of interestand duty and a conflict of duties.
SECRETARY

112

SECRETARY

112.1

Subject to the Companies Acts, the Board shall appoint a Secretary and may appoint
one or more persons to be a joint, deputy or assistant Secretary on such terms andconditions as it thinks fit. The Board may remove a person appointed pursuant to this
Article 112 from office and appoint another or others in his place. Any such removal
shall be without prejudice to any claim for damages for breach of any contract ofservice.

112.2

Any provision of the Companies Acts or of these Articles requiring or authorising a thing
to be done by or to a Director and the Secretary shall not be satisfied by its being doneby or to the same person acting both as a Director and as, or in the place of, theSecretary.
SEALS AND DOCUMENT AUTHENTICATION

113

SAFE CUSTODY
The board shall provide for the safe custody of every Seal.

114

APPLICATION OF SEAL

114.1

Any Seal may be used only by the authority of the Board or of a committee of the Board.
The Board may decide who is to sign an instrument to which the Seal is to be affixedeither generally or in relation to a particular instrument or type of instrument. The Board
may decide, either generally or in a particular case, that a signature may be dispensed
with or affixed by mechanical means. Unless otherwise decided by the Board:

114.2

(A)

share certificates and certificates issued in respect of debentures or othersecurities to which the Seal is affixed (subject to the provisions of the relevant
instrument) need not be signed or, if signed, a signature may be applied bymechanical or other means or may be printed; and(B)

every other instrument to which the Seal is affixed shall be signed, in thepresence of a witness, by at least one of: (i) a Director; (ii) the Secretary; or (iii) a
person duly authorised by the Board.

Every share certificate or share warrant shall be issued either under the Seal (which
may be affixed to it or printed on by mechanical or other means) or in such othermanner as the Board, having regard to the terms of issue, the Companies Acts and (tothe extent applicable) the AIM Rules and/or the London Stock Exchange, may
authorise. All references in these Articles to the Seal shall be construed in relation toshare certificates and share warrants accordingly.

4270467739-3

115

OFFICIAL SEAL FOR USE ABROAD
The Company may exercise the powers conferred by the Statutes with regard to having
an official seal for use abroad, and those powers shall be vested in the Board.

116

DIRECTORS OR SECRETARY TO AUTHENTICATE OR CERTIFY
A Director or the Secretary or any person appointed by the Board for the purpose may
authenticate any documents affecting the constitution of the Company (including these
Articles) and any resolutions passed by the Company or holders of a class of shares or
the Board or any committee of the Board and any books, records, documents andaccounts relating to the business of the Company, and may certify copies of or extracts
from any such items as true copies or extracts.
DIVIDENDS AND OTHER PAYMENTS

117

DECLARATION
Subject to the Companies Acts and these Articles, the Company may by ordinary
resolution declare a dividend to be paid to members according to their respective rights
and interests in the profits of the Company. No such dividend shall exceed the amountrecommended by the Board.

118

INTERIM DIVIDENDS
Subject to the Companies Acts, the Board may pay such interim dividends (including
any dividend payable at a fixed rate) as appears to the Board to be justified by the
profits of the Company available for distribution. If at any time the share capital is
divided into different classes, the Board may pay such interim dividends on shares
which rank after shares conferring preferential rights with regard to dividend as well as
on shares conferring preferential rights, unless at the time of payment any preferential
dividend is in arrears. If the Board acts in good faith, it shall not incur any liability to theholders of shares conferring preferential rights for any loss that they may suffer by thelawful payment of an interim dividend on any shares ranking after those withpreferential rights.

119

ENTITLEMENT TO DIVIDENDS

119.1

Except as otherwise provided by these Articles or the rights attached to, or the terms of
issue of shares:

119.2

(A)

a dividend shall be declared and paid according to the amounts paid up(otherwise than in advance of calls) on the nominal value of the shares on which
the dividend is paid; and(B)

dividends shall be apportioned and paid proportionately to the amounts paid up
on the nominal value of the shares during any portion or portions of the period in
respect of which the dividend is paid, but if any share is issued on terms that itshall rank for dividend as from a particular date, it shall rank for dividend
accordingly.

Except as otherwise provided by these Articles or the rights attached to shares:(A)

a dividend may be paid in any currency or currencies decided by the Board; and(B)

the Company may agree with a member that any dividend declared or which
may become due in one currency will be paid to the member in another currency,

for which purpose the Board may use any relevant exchange rate current at any time as
the Board may select for the purpose of calculating the amount of any member's
entitlement to the dividend.
120

PAYMENT METHODS

120.1

The Company may pay a dividend, interest or other amount payable in respect of ashare by any means which the Board shall consider appropriate including, without
limitation, in cash or by cheque, warrant or money order or by a bank or other funds
transfer system or (in respect of any uncertificated share) through the Uncertificated4370467739-3

System. Any joint holder or other person jointly entitled to a share may give aneffective receipt for a dividend, interest or other amount paid in respect of such share.
120.2

120.3

120.4

The Company may send a cheque, warrant or money order by post:(A)in the case of a sole holder, to his registered address;(B)in the case of joint holders, to the registered address of the person whose namestands first in the Register of Members;(C)

in the case of a person or persons entitled by transmission to a share, as if itwere a notice given in accordance with these Articles; or(D)

in any case, to a person and address that the person or persons entitled to thepayment may in writing direct.

Every cheque, warrant or money order shall be sent at the risk of the person or persons
entitled to the payment and shall be made payable to the order of the person or
persons entitled or to such other person or persons as the person or persons entitled
may in writing direct. The payment of the cheque, warrant or money order shall be agood discharge to the Company. If payment is made by a bank or other funds transfer
or through the Uncertificated System, the Company shall not be responsible foramounts lost or delayed in the course of transfer. If payment is made by or on behalf of
the Company through the Uncertificated System:(A)

the Company shall not be responsible for any default in accounting for suchpayment to the member or other person entitled to such payment by a bank orother financial intermediary of which the member or other person is a customer
for settlement purposes in connection with the Uncertificated System; and(B)

the making of such payment in accordance with any relevant authority referred toin Article 120.1 above shall be a good discharge to the Company.

The Board may:(A)

lay down procedures for making any payments in respect of uncertificatedshares through the Uncertificated System;(B)

allow any holder of uncertificated shares to elect to receive or not to receive any
such payment through the Uncertificated System; and(C)lay down procedures to enable any such holder to make, vary or revoke any
such election.

120.5

The Board may withhold payment of a dividend (or part of a dividend) payable to aperson entitled by transmission to a share until he has provided any evidence of his
entitlement that the Board may reasonably require.

121

DEDUCTIONSThe Board may deduct from any dividend or other amounts payable to any person in
respect of a share all such sums as may be due from him to the Company on accountof calls or otherwise in relation to any shares.

122

INTERESTNo dividend or other money payable in respect of a share shall bear interest against theCompany, unless otherwise provided by the rights attached to the share.

123

UNCLAIMED DIVIDENDS
All unclaimed dividends or other monies payable by the Company in respect of a share
may be invested or otherwise made use of by the Board for the benefit of the Company
until claimed. The payment of any unclaimed dividend or other amount payable by theCompany in respect of a share into a separate account shall not constitute theCompany a trustee in respect of it. Any dividend unclaimed after a period of twelve (12)years from the date the dividend became due for payment shall be forfeited and shallrevert to the Company.

4470467739-3

124

UNCASHED DIVIDENDS
If, in respect of a dividend or other amount payable in respect of a share:

124.1

a cheque, warrant or money order is returned undelivered or left uncashed; or

124.2

a transfer made by or through a bank transfer system and/or other funds transfer
system(s) (including, without limitation, the Uncertificated System in relation to any
uncertificated shares) fails or is not accepted,
on two consecutive occasions, or one occasion and reasonable enquiries have failed toestablish another address or account of the person entitled to the payment, theCompany shall not be obliged to send or transfer a dividend or other amount payable inrespect of such share to such person until he notifies the Company of an address or
account to be used for such purpose.

125

DIVIDENDS IN KIND
A general meeting declaring a dividend may, upon the recommendation of the Board,
direct that it shall be satisfied wholly or partly by the distribution of assets (including,
without limitation, paid up shares or securities of any other body corporate). Where any
difficulty arises concerning such distribution, the Board may settle it as it thinks fit. In
particular (without limitation), the Board may:

125.1

issue fractional certificates or ignore fractions;125.2

fix the value for distribution of any assets, and may determine that cash shall be paid to
any member on the footing of the value so fixed in order to adjust the rights ofmembers; and125.3

vest any assets in trustees on trust for the persons entitled to the dividend.

126

SCRIP DIVIDENDS

126.1

The Board may, with the prior authority of an ordinary resolution and subject to suchterms and conditions as the Board may determine, offer any holders of Ordinary Shares
the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash inrespect of the whole (or some part, to be determined by the Board) of any dividend
specified by the ordinary resolution, subject to the Companies Acts and to theprovisions of this Article 126.

126.2

An ordinary resolution under Article 126.1 may specify a particular dividend (whether or
not declared), or may specify all or any dividends declared within a specified period, butsuch period may not end later than the beginning of the fifth annual general meetingnext following the date of the meeting at which the ordinary resolution is passed.

126.3

The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall besuch that the relevant value of the entitlement shall be the cash amount, disregarding
any tax credit, (or as near to such cash amount as the Board considers appropriate)that such holder would have received by way of dividend. For this purpose, "relevant
value" shall be calculated by reference to the average of the middle market quotations
for the Ordinary Shares on the London Stock Exchange as derived from the London
Stock Exchange Daily Official List for the day on which the Ordinary Shares are firstquoted "ex" the relevant dividend and the four subsequent dealing days, or in suchother manner as may be determined by or in accordance with the ordinary resolution.
A written confirmation or report by the Auditors as to the amount of the relevant value inrespect of any dividend shall be conclusive evidence of that amount.

126.4

The Board may make any provision it considers appropriate in relation to an allotment
made or to be made pursuant to this Article 126 (whether before or after the passing or
the ordinary resolution referred to in Article 126.1), including (without limitation):(A)

the giving of notice to holders of the right of election offered to them;(B)

the provision of forms of election and/or a facility and a procedure for making
elections through the Uncertificated System (whether in respect of a particular
dividend or dividends generally);(C)

determination of the procedure for making and revoking elections;

4570467739-3

(D)the place at which, and the latest time by which, forms of election and otherrelevant documents must be lodged in order to be effective;(E)

the disregarding or rounding up or down or carrying forward of fractional
entitlements, in whole or in part, or the accrual of the benefit of fractional
entitlements to the Company (rather than to the holders concerned); and(F)

the exclusion from any offer of any holders of Ordinary Shares where the Board
considers that the making of the offer to them would or might involve thecontravention of the laws of any territory or that for any other reason the offer
should not be made to them.

126.5

The dividend (or that part of the dividend in respect of which a right of election has beenoffered) shall not be payable on Ordinary Shares in respect of which a valid election
has been made ("the elected Ordinary Shares"). Instead additional Ordinary Sharesshall be allotted to the holders of the elected Ordinary Shares on the basis of allotment
determined under this Article 126. For such purpose, the Board may capitalise out of
any amount for the time being standing to the credit of any reserve or fund of theCompany (including any share premium account, capital redemption reserve and profit
and loss account), whether or not available for distribution, a sum equal to theaggregate nominal amount of the additional Ordinary Shares to be allotted on that basis
and apply it in paying up in full the appropriate number of unissued Ordinary Shares forallotment and distribution to the holders of the elected Ordinary Shares on that basis.

126.6

The additional Ordinary Shares, when allotted, shall rank pari passu in all respects withthe fully paid Ordinary Shares in issue on the record date for the dividend in respect ofwhich the right of election has been offered, except that they will not rank for any
dividend or other entitlement which has been declared, paid or made by reference tosuch record date.

126.7

The Board may:

127

(A)

do all acts and things which it considers necessary or expedient to give effect toany such capitalisation, and may authorise any person to enter on behalf of all
the members interested into an agreement with the Company providing for suchcapitalisation and incidental matters and any agreement so made shall bebinding on all concerned;(B)establish and vary a procedure for election mandates in respect of future rights
of election and determine that every duly effected election in respect of any
Ordinary Shares shall be binding on every successor in title to the holder of suchshares; and(C)terminate, suspend or amend any offer of the right to elect to receive Ordinary
Shares in lieu of any cash dividend at any time and generally implement any
scheme in relation to any such offer on such terms and conditions as the Board
may from time to time determine and take such other action as the Board may
deem necessary or desirable from time to time in respect of any such scheme.

RESERVES
The Board may set aside out of the profits of the Company and carry to reserve suchsums as it thinks fit. Such sums standing to reserve may be applied, at the Board's
discretion, for any purpose to which the profits of the Company may properly be appliedand, pending such application, may either be employed in the business of the Company
or be invested in such investments as the Board thinks fit. The Board may divide thereserve into such special funds as it thinks fit and may consolidate into one fund any
special funds or any parts of any special funds into which the reserve may have been
divided as it thinks fit. Any sum which the Board may carry to reserve out of theunrealised profits of the Company shall not be mixed with any reserve to which profits
available for distribution have been carried. The Board may also carry forward any
profits without placing them to reserve.

128

CAPITALISATION OF PROFITS AND RESERVESThe Board may, with the authority of an ordinary resolution:

4670467739-3

128.1subject to this Article 128, resolve to capitalise any undivided profits of the Company
not required for paying any preferential dividend (whether or not available for
distribution) or any sum standing to the credit of any reserve or fund of the Company(including any share premium account, capital redemption reserve and profit and loss
account), whether or not available for distribution;

128.2

appropriate the sum resolved to be capitalised to the holders of Ordinary Shares inproportion to the nominal amounts of the shares (whether or not fully paid) held by them
respectively which would entitle them to participate in a distribution of that sum if theshares were fully paid and the sum were then distributable and were distributed by way
of dividend and apply such sum on their behalf either in or towards paying up theamounts, if any, unpaid on any shares held by them respectively, or in paying up in fullunissued shares or debentures of the Company of a nominal amount equal to that sum,and allot the shares or debentures credited as fully paid to those holders of Ordinary
Shares or as the Board may direct, in those proportions, or partly in one way and partly
in the other, but so that the share premium account, the capital redemption reserve andany profits or reserves which are not available for distribution may, for the purposes ofthis Article 128, only be applied in paying up unissued shares to be allotted to members
credited as fully paid;

128.3

resolve that any shares so allotted to any member in respect of a holding by him of any
partly paid shares shall, so long as such shares remain partly paid, rank for dividend
only to the extent that such partly paid shares rank for dividend;

128.4

make such provision by the issue of fractional certificates (or by ignoring fractions or by
accruing the benefit of fractions to the Company rather than to the holders concerned)
or by payment in cash or otherwise as the Board may determine in the case of sharesor debentures becoming distributable in fractions;

128.5

authorise any person to enter on behalf of all the members concerned into anagreement with the Company providing for either:(A)

the allotment to them respectively, credited as fully paid, of any further shares ordebentures to which they are entitled upon such capitalisation; or(B)

the payment up by the Company on behalf of such members by the application
thereto of their respective proportions of the reserves or profits resolved to becapitalised, of the amounts or any part of the amounts remaining unpaid on their
existing shares,

and so that any such agreement shall be binding on all such members; and128.6

generally do all acts and things required to give effect to such resolution.
RECORD DATES129BOARD TO FIX DATE
Notwithstanding any other provision of these Articles but without prejudice to the rights
attached to any shares and subject to the Companies Acts, the Board may fix any date("the record date") as the date at the close of business (or such other time as theBoard may decide) on which persons registered as the holders of shares or othersecurities shall be entitled to receipt of any dividend, distribution, interest, allotment,
issue, notice, information, document or circular. A record date may be on or at any time
before any date on which such item is paid, made, given or served or (in the case ofany dividend, distribution, interest, allotment or issue) after any date on which such item
is recommended, resolved, declared or announced.
ACCOUNTS

130

ACCESS TO ACCOUNTING RECORDS
No member (other than an officer of the Company) shall have any right of inspecting
any accounting record or other document of the Company unless he is authorised to do
so by statute, by order of the court, by the Board or by an ordinary resolution.

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131

DISTRIBUTION OF ANNUAL ACCOUNTS

131.1

In respect of each financial year, a copy of the Company's annual accounts, Directors'
report and Auditors' report on those accounts shall be sent by post or delivered or
given, in electronic form, to an address for the time being notified to the Company by
the member (or, where the member is a company, deemed to have been so notified to
the Company by a provision of the Act), to every member, every holder of debentures,and every other person who is entitled to receive notices of general meetings, in eachcase not less than 21 clear days before the date of the meeting at which copies of
those documents are to be laid in accordance with the Companies Acts. This
Article 131 does not require copies of such documents to be sent or delivered or given
to a person who is not entitled to receive notices of general meetings and of whose
address the Company is unaware or to more than one of the joint holders of shares ordebentures.

131.2

Where permitted in accordance with the Companies Acts, the Company may send asummary financial statement to any member instead of or in addition to the documents
referred to in Article 131.1.
NOTICES132

FORMS OF NOTICES
Any notice to be given to or by any person pursuant to these Articles (other than anotice calling a meeting of the Directors) shall be in writing or shall be given inelectronic form to an address for the time being notified (or deemed notified by aprovision of the Act) for that purpose to the person giving the notice, except that a
notice to the holder of any uncertificated shares or given in respect of any such shares
may be given electronically through the Uncertificated System (if permitted by, andsubject to, the facilities and requirements of the Uncertificated System and subject tocompliance with any relevant requirements of the AIM Rules and/or the London Stock
Exchange, to the extent applicable).

133

SERVICE ON MEMBERS

133.1

A notice or other document may be given by the Company to any member either:

133.2

(A)

personally; or(B)by sending it by post (in a pre-paid envelope) addressed to such member at his
registered address (any such notice or document to be given to a member
registered on an overseas branch register may be posted either from the United
Kingdom or in the territory in which such branch register is maintained); or(C)

by giving it in electronic form to a person who has agreed (generally or
specifically) that the notice, document or information may be sent or supplied inthat form (and has not revoked that agreement); or(D)(in the case of a notice to a member holding uncertificated shares) bytransmitting the notice through the Uncertificated System; or(E)

subject to the provisions of the Companies Acts, by making it available on a
website, provided that the requirements in Article 133.2 are satisfied; or(F)by any other means authorised in writing by the member concerned.

The requirements referred to in Article 133.1(E) are that:(A)

the Company has not received an objection from any shareholder to suchshareholder receiving notices by electronic communications in accordance withthis Article 133 and the member is therefore taken to have so agreed (and has
not revoked that agreement);(B)

the member is sent a notification of the presence of the notice, document or
information on a website, the address of that website, the place on that website
where it may be accessed, and how it may be accessed ("notification ofavailability");48
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(C)in the case of a notice of meeting, the notification of availability states that itconcerns a notice of a Company meeting, specifies the place, time and date of
the meeting, and states whether it will be an annual general meeting; and(D)

the notice, document or information continues to be published on that website, inthe case of a notice of meeting, throughout the period beginning with the date of
the notification of availability and ending with the conclusion of the meeting andin all other cases throughout the period specified by any applicable provision of
the Companies Acts, or, if no such period is specified, throughout the period oftwenty-eight (28) days beginning with the date on which the notification ofavailability is sent to the member, save that if the notice, document or information
is made available for part only of that period then failure to make it available
throughout that period shall be disregarded where such failure is wholly
attributable to circumstances which it would not be reasonable to have expected
the Company to prevent or avoid.

133.3

In the case of joint holders of a share, all notices and documents shall be given to theperson whose name stands first in the Register of Members in respect of that share andthe agreement of the first named holder that notices, documents and information may
be given, sent or supplied in electronic form or by being made available on a website
shall be binding on all the joint holders. Notice so given shall be sufficient notice to all
the joint holders.

133.4

If a member (or, in the case of joint holders, the person first named in the Register ofMembers) has a registered address outside the United Kingdom but has given to theCompany an address in the United Kingdom at which notices may be given to him or
has an address which is registered on an overseas branch register or has an address
to which notices may be sent in electronic form, he shall be entitled to have notices ordocuments given to him at that address. Otherwise no such member (including any
such joint holder) shall be entitled to receive any notice or other document from theCompany.

133.5

Any notice or other document to be given to a member may be given by reference to
the Register of Members as it stands at any time within the period of twenty-one (21)days before the day that the notice is given or (where and as applicable) within any
other period permitted by, or in accordance with the requirements of, (to the extent
applicable) the AIM Rules and/or the London Stock Exchange, the Companies Acts andthe Uncertificated Securities Regulations. No change in the Register of Members afterthat time shall invalidate the giving of such notice or document or require the Company
to give such item to any other person.

133.6

If on two (2) consecutive occasions notices or other documents have been sent throughthe post to any member at his registered address or his address for the service ofnotices but have been returned undelivered, such member shall not be entitled toreceive notices or other documents from the Company until he shall havecommunicated with the Company and supplied in writing a new registered address oraddress within the United Kingdom for the service of notices or has informed theCompany of an address for the service of notices and the sending or supply of
documents and other information in electronic form.

133.7

If on two (2) consecutive occasions notices or other documents have been sent inelectronic form to an address for the time being notified (or deemed notified by aprovision of the Act) to the Company by the member and the Company becomes awarethat there has been a failure of transmission, such member shall not be entitled toreceive notices or other documents from the Company in electronic form until he shallhave communicated with the Company and supplied in writing a new address to whichnotices or other documents may be sent in electronic form.

133.8

Where a document is required under these Articles to be signed by a member or any
other person, if the document is in electronic form, then in order to be valid the
document must either:

4970467739-3

(A)incorporate the electronic signature, or personal identification details (which may
be details previously allocated by the Company), of that member or other person,in such form as the directors may approve; or(B)be accompanied by such other evidence as the directors may require in order tobe satisfied that the document is genuine. The Company may designatemechanisms for validating any such document and a document not validated by
the use of any such mechanisms shall be deemed as having not been received
by the Company. In the case of any document or information relating to ameeting, an instrument of proxy or invitation to appoint a proxy, any validation
requirements shall be specified in the relevant notice of meeting.

134

NOTICES BY ADVERTISEMENT

134.1

If by reason of the suspension or curtailment of postal services in the United Kingdom
the Company is unable effectively to convene a general meeting by notices sent
through the post, any such meeting may be convened by notice advertised once in atleast one national newspaper published in the country in which the Company's
Registered Office is located. The Company shall send a copy of the notice to membersby post if at least seven (7) clear days before the meeting the posting of notices toaddresses throughout the United Kingdom again becomes practicable.

134.2

Any notice to be given by the Company to the members or any of them, and nototherwise provided for by these Articles, shall be sufficiently given if given by
advertisement in at least one national newspaper published in the country in which theCompany's Registered Office is located.

134.3

Any notice given by advertisement in accordance with this Article 134 shall be deemed
to have been served at noon on the day on which the advertisement first appears.

135

EVIDENCE OF GIVING NOTICE

135.1

Any notice, document or information given, sent or supplied by the Company to amember at his registered address or address for giving notice in the United Kingdom
shall be, if sent by post, deemed to have been given at the time 24 hours after posting if
pre-paid as first class post and at the time 48 hours after posting if pre-paid as secondclass post. In proving that notice has been given it shall be sufficient to prove that theenvelope containing the notice or document was properly addressed, pre-paid andposted.

135.2

Any notice, document or information given, sent or supplied by the Company to amember at an address to which notices may be sent using electronic communications
shall be, if sent by electronic communications, deemed to have been given at the
expiration of 48 hours after the time it was sent. Proof that a notice contained in anelectronic communication was sent in accordance with guidance issued by the Instituteof Chartered Secretaries and Administrators shall be conclusive evidence that thenotice was given.

135.3

Any notice, document or information given, sent or supplied by the Company to themembers or any of them by making it available on a website, shall be deemed to havebeen received on the date on which notification of availability on the website is deemed
to have been received in accordance with this Article 135 or, if later, the date on which
it is first made available on the website.

135.4

A notice, document or information not sent by post but:

135.5

(A)

left at a registered address or address for giving notice in the United Kingdom
shall be deemed to be given on the day it is left; and(B)

given through the Uncertificated System shall be deemed to be given when the
Company or any System-Participant or other relevant person acting on the
Company's behalf sends the relevant Issuer-Instruction or other relevant
message in respect of such notice.

A member present, either in person or by proxy, or in the case of a corporate member
by a duly authorised representative, at any meeting of the Company or of the holders of

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any class of shares, shall be deemed to have received due notice of such meeting and,
where required, of the purposes for which it was called.
136

NOTICE BINDING ON TRANSFEREES
A person who becomes entitled to a share by transfer, transmission or otherwise shallbe bound by any notice in respect of that share (other than a notice given by theCompany under section 793 of the Act) which, before his name is entered in theRegister of Members, has been given to the person from whom he derives his title.

137

NOTICE TO PERSONS ENTITLED BY TRANSMISSION
A notice or other document may be given by the Company to a person entitled bytransmission to a share in consequence of the death or bankruptcy of a member orotherwise by sending or delivering it in any manner authorised by these Articles for thegiving of notice to a member, addressed to that person by name, or by the title ofrepresentative of the deceased or trustee of the bankrupt or by any similar or equivalentdescription, at the address, if any, in the United Kingdom or to the address to whichnotices may be sent in electronic form supplied (or deemed supplied by a provision of
the Act) for that purpose by the person claiming to be so entitled. Until such an address
has been supplied, a notice or other document may be given in any manner in which it
might have been given if the event giving rise to the transmission had not occurred.
The giving of notice in accordance with this Article 137 shall be sufficient notice to allother persons interested in the share.
DOCUMENT DESTRUCTION

138

DOCUMENT DESTRUCTION

138.1

The Company may destroy:(A)

any share certificate or other evidence of title to shares which has beencancelled at any time after one year from the date of such cancellation;(B)

any mandate for the payment of dividends or other amounts or any variation orcancellation of such mandate or any other instruction concerning the payment ofmonies or any notification of change of name or address at any time after two
years from the date such mandate, variation, cancellation or notification wasrecorded by the Company;(C)

any instrument or other evidence of transfer of shares or renunciation of anallotment of shares which has been registered at any time after six (6) years
from the date of registration;(D)

any proxy appointment which has been used for the purposes of a poll, at any
time after a period of one year has elapsed from the date of use;(E)

any proxy appointment which has not been used for the purpose of a poll, at any
time after a period of one month has elapsed from the end of the meeting towhich the proxy appointment relates;(F)

any share warrant (or coupon or token relating to a share warrant) which has
been surrendered to the Company, at any time after a period of seven years has
elapsed from the date of surrender; and(G)

any other document on the basis of which an entry in the Register of Members ismade at any time after six (6) years from the date an entry in the Register ofMembers was first made in respect of it,

and the Company may destroy any such document earlier than the relevant date,provided that a permanent record of the document is made (on microfilm, computer discor otherwise) which is not destroyed before that date.
138.2

It shall be conclusively presumed in favour of the Company that every entry in theRegister of Members purporting to have been made on the basis of a document
destroyed in accordance with this Article 138 was duly and properly made, that every
instrument of transfer so destroyed was duly registered, that every share certificate so

5170467739-3

destroyed was valid and was duly cancelled and that every other document so
destroyed was valid and effective in accordance with the recorded particulars in therecords of the Company, provided that:(A)

this Article 138 shall apply only to the destruction of a document in good faithand without express notice of any claim (regardless of the parties to it) to which
the document might be relevant;(B)

nothing in this Article 138 imposes on the Company any liability in respect of thedestruction of any such document otherwise than as provided for in this
Article 138 which would not attach to the Company in the absence of this
Article 138; and(C)references in this Article 138 to the destruction of any document include
references to the disposal of it in any manner.
INDEMNITY139

RIGHT TO INDEMNITY
Subject to and to the fullest extent permitted by the Companies Acts and any otherprovision of English law, but without prejudice to any indemnity to which he may beotherwise entitled:

139.1

139.2

every Director, alternate Director or former Director (and every director, alternate
director or former director of any associated company of the Company) shall be entitledto be indemnified out of the assets of the Company against all costs and liabilities
incurred by him in relation to any proceedings (whether civil or criminal) or any
regulatory investigation or action which relate to anything done or omitted or alleged tohave been done or omitted by him as a Director or alternate Director save that no
Director or alternate Director shall be entitled to be indemnified (whether directly or
indirectly):(A)

for any liability incurred by him in connection with any negligence, default,
breach of duty or breach of trust in relation to the Company or any associatedcompany of the Company of which he is a director;(B)

for any fine imposed in criminal proceedings which have become final;(C)

for any sum payable to a regulatory authority by way of a penalty in respect of
non-compliance with any requirement of a regulatory nature howsoever arising;(D)for any costs for which he has become liable in defending any criminal
proceedings in which he is convicted and such conviction has become final;(E)

for any costs for which he has become liable in defending any civil proceedings
brought by the Company or an associated company in which a final judgment
has been given against him; and(F)

for any costs for which he has become liable in connection with any application
under sections 661(3) or (4) or 1157 of the Act in which the court refuses to grant
him relief and such refusal has become final.

every Director, alternate Director or former Director (and every director, alternate
director or former Director of any associated company of the Company) shall be entitled(i) to have funds provided to him by the Company to meet expenditure incurred or to be
incurred by him in defending himself in any proceedings (whether civil or criminal) or inconnection with an application for relief (as defined in section 205(5) of the Act) or in an
investigation, or against action proposed to be taken, by a regulatory authority or (ii) toreceive such assistance from the Company as will enable any such person to avoid
incurring such expenditure, where such proceedings, application, investigation or action
are in connection with any alleged negligence, default, breach of duty or breach of trustby him in relation to the Company or any associated company of the Company,
provided that he will be obliged to repay any funds provided to him no later than:

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139.3140(A)

in the event he is convicted in such proceedings, the date when the conviction
becomes final; or(B)

in the event of judgment being given against him in such proceedings, the datewhen the judgment becomes final; or(C)

in the event of the court refusing to grant him such relief, the date when therefusal becomes final; or(D)

in the event he becomes liable for any sum payable to a regulatory authority by
way of penalty in respect of non-compliance with any requirement of a regulatory
nature howsoever arising, the date on which any appeal relating to such sum
becomes final (within the meaning of section 205(3) of the Act); andevery Director, alternate Director and former Director shall be entitled to be indemnified
out of the assets of the Company against all costs and liabilities incurred by him in
relation to any of the Company's activities as trustee of an occupational pension
scheme (as defined in section 235(6) of the Act) save that no Director, alternate
Director or former Director shall be entitled to be indemnified:(A)

for any fine imposed in criminal proceedings which have become final;(B)

for any sum payable to a regulatory authority by way of a penalty in respect of
non-compliance with any requirement of a regulatory nature howsoever arising;
and

(C)

for any costs for which he has become liable in defending any criminal
proceedings in which he is convicted and such conviction has become final.

POWER TO INSURE
Subject to the Companies Acts, the Board may purchase and maintain insurance at theexpense of the Company for the benefit of any person who is or was at any time a
Director, alternate Director or secretary or other officer or employee of any body
corporate which is a Group Undertaking or in which the Company has or had an interest
whether direct or indirect or who is or was at any time a trustee of any pension fund or
employee benefits trust in which any employee of any such body corporate is or has
been interested indemnifying such person against any liability which may attach to him
or loss or expenditure which he may incur in relation to anything done or alleged tohave been done or omitted to be done as a Director, officer, employee or trustee.
AUDITORS141

VALIDITY OF AUDITOR'S ACTS
Subject to any statutory provisions, all acts done by any person acting as an Auditor
shall, as regards all persons dealing in good faith with the Company, be valid,
notwithstanding that there was some defect in his appointment or that he was at thetime of his appointment not qualified for appointment or subsequently became
disqualified.

142

AUDITOR'S RIGHT TO ATTEND GENERAL MEETINGS
An Auditor shall be entitled to attend any general meeting and to receive all notices ofand other communications relating to any general meeting which any member isentitled to receive and to be heard at any general meeting on any part of the businessof the meeting which concerns him as Auditor.

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