Company Number: 3297230

THE COMPANIES ACT 2006

THE MINOR METALS TRADE ASSOCIATIONA PRIVATE COMPANY LIMITED BY GUARANTEEAND NOT HAVING A SHARE CAPITALARTICLES OF ASSOCIATION
Adopted by Special Resolution passed on 15th December 2011

INDEX TO THE ARTICLESPART 1
INTERPRETATION, LIMITATION OF LIABILITY, OBJECTS AND APPLICATION OF
INCOME AND PROPERTY
1. Defined terms
2. Liability of members
3. Objects
4. Application of income and property
PART 2
DIRECTORSDIRECTORS’ POWERS AND RESPONSIBILITIES
5. Directors’ general authority
6. Members’ reserve power
7. Directors may delegate
8. Committees
DECISION-MAKING BY DIRECTORS
9. Directors to take decisions collectively
10. Unanimous decisions
11. Calling a directors’ meeting
12. Participation in directors’ meetings
13. Quorum for directors’ meetings
14. Chairing of directors’ meetings
15. Casting vote
16. Conflicts of interest
17. Records of decisions to be kept
18. Directors’ discretion to make rules
APPOINTMENT OF DIRECTORS
19. Methods of appointing directors
20. Termination of director’s appointment
21. Directors’ remuneration
22. Directors’ expenses
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MEMBERSBECOMING AND CEASING TO BE A MEMBER
23. Applications for membership
24. Termination of membership
ORGANISATION OF GENERAL MEETINGS
25. Attendance and speaking at general meetings
26. Quorum for general meetings
27. Chairing general meetings
28. Attendance and speaking by directors and non-members
29. Adjournment
VOTING AT GENERAL MEETINGS
30. Voting: general
31. Errors and disputes
32. Poll votes
33. Content of proxy notices
34. Delivery of proxy notices
35. Amendments to resolutions
PART 4ADMINISTRATIVE ARRANGEMENTS
36. Means of communication to be used
37. Company seals
38. No right to inspect accounts and other records
39. Provision for employees on cessation of business
DIRECTORS’ INDEMNITY AND INSURANCE
40. Indemnity
41. Insurance
DISSOLUTION
42. Dissolution

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PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
Defined terms
1. In these articles, unless the context requires otherwise:“articles” means these articles of association;“bankruptcy” includes individual insolvency proceedings in a jurisdiction other thanEngland and Wales or Northern Ireland which have an effect similar to that ofbankruptcy;“Chairman” has the meaning given in article 14;“chairman of the meeting” has the meaning given in article 27;“Companies Acts” means the Companies Acts (as defined in section 2 of theCompanies Act 2006), in so far as they apply to the company;“director” means a director of the company, and includes any person occupying theposition of director, by whatever name called;“document” includes, unless otherwise specified, any document sent or supplied inelectronic form;“electronic form” has the meaning given in section 1168 of the Companies Act 2006;“member” has the meaning given in section 112 of the Companies Act 2006;"MMTA Membership Rules" means the membership rules of the company made fromtime to by the directors and approved by the members in accordance with article 18(1);“ordinary resolution” has the meaning given in section 282 of the Companies Act
2006;“participate”, in relation to a directors’ meeting, has the meaning given in article 10;“proxy notice” has the meaning given in article 33;"rules" means the rules of the company made from time to time by the directors inaccordance with article 18(2);“special resolution” has the meaning given in section 283 of the Companies Act 2006;“subsidiary” has the meaning given in section 1159 of the Companies Act 2006; and“writing” means the representation or reproduction of words, symbols or otherinformation in a visible form by any method or combination of methods, whether sent or
supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in thesearticles bear the same meaning as in the Companies Act 2006 as in force on the date whenthese articles become binding on the company.
Liability of members
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2. The liability of each member is limited to £1, being the amount that each member
undertakes to contribute to the assets of the company in the event of its being wound up
while he is a member or within one year after he ceases to be a member, for:(a) payment of the company’s debts and liabilities contracted before he ceases to be amember,(b) payment of the costs, charges and expenses of winding up, and(c) adjustment of the rights of the contributories among themselves.
Objects
3.—The company's objects are to:(a) encourage, assist, participate in and foster, in any manner considered appropriate,
the activities of the trade in minor metals by members with a view to the maintenance ofgood trade practices, healthy competition and the reputation of such members on thebasis of sound commercial principles. For these purposes "minor metals" shall include,
but shall not be limited to, special metals, precious metals, their ores, scrap,
compounds, ferro alloys and rare earths;(b) provide co-ordination and facilities for the meeting of members;(c) establish standards of conduct and good practice for members;(d) develop and promote standards of conduct and good practice for those parties
offering sub-contracted services to members;(e) represent the interest of and lobby on behalf of members including, but not limited to,issues of regulation; and,(f) to operate an arbitration service available to members and others.
Application of income and property
4.—The income and property of the company shall be applied solely towards the promotionof its objects set out in these articles and, subject as may be provided for in thesearticles, no portion thereof shall be paid or transferred, directly or indirectly, by way ofdividend, bonus or otherwise howsoever by way of profit, to members of the company.
PART 2
DIRECTORSDIRECTORS’ POWERS AND RESPONSIBILITIES
Directors’ general authority
5.—The directors are responsible for the management of the company’s business, for which
purpose they may exercise all the powers of the company.
Members’ reserve power
6.—(1) The members may, by special resolution, direct the directors to take, or refrain fromtaking, specified action.

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(2) No such special resolution invalidates anything which the directors have done before thepassing of the resolution.
Directors may delegate
7.—(1) The directors may delegate any of the powers which are conferred on them underthese articles:(a) to such person or committee;(b) by such means (including by power of attorney);(c) to such an extent;(d) in relation to such matters or territories; and(e) on such terms and conditions;as they think fit.
(2) If the directors so specify, any such delegation may authorise further delegation of thedirectors’ powers by any person to whom they are delegated.
(3) The directors may revoke any delegation in whole or part, or alter its terms andconditions.
Committees
8.—(1) Committees to which the directors delegate any of their powers must follow terms ofreference as specified by the directors and procedures which are based as far as they areapplicable on those provisions of these articles which govern the taking of decisions bydirectors.
(2) The directors may make rules of procedure for all or any committees, which prevail overrules derived from these articles if they are not consistent with them.
DECISION-MAKING BY DIRECTORS
Directors to take decisions collectively
9.—(1) The general rule about decision-making by directors is that any decision of thedirectors must be either a majority decision at a meeting or a decision taken in accordancewith article 10.
(2) If:(a) the company only has one director, and(b) no provision of these articles requires it to have more than one director,
the general rule does not apply, and the director may take decisions without regard to any ofthe provisions of these articles relating to directors’ decision-making.
Unanimous decisions
10.—(1) A decision of the directors is taken in accordance with this article when all eligible
directors indicate to each other by any means that they share a common view on a matter.
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(2) Such a decision may take the form of a resolution in writing, copies of which have beensigned by each eligible director or to which each eligible director has otherwise indicatedagreement in writing.
(3) References in this article to eligible directors are to directors who would have been
entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
(4) A decision may not be taken in accordance with this article if the eligible directors would
not have formed a quorum at such a meeting.
Calling a directors’ meeting
11.—(1) Any director may call a directors’ meeting by giving notice of the meeting to thedirectors or by authorising the company secretary (if any) to give such notice.
(2) Notice of any directors’ meeting must indicate:(a) its proposed date and time;(b) where it is to take place; and(c) if it is anticipated that directors participating in the meeting will not be in the sameplace, how it is proposed that they should communicate with each other during themeeting.
(3) Notice of a directors’ meeting must be given to each director, but need not be in writing.
(4) Notice of a directors’ meeting need not be given to directors who waive their entitlement
to notice of that meeting, by giving notice to that effect to the company not more than 7 days
after the date on which the meeting is held. Where such notice is given after the meeting has
been held, that does not affect the validity of the meeting, or of any business conducted at it.
Participation in directors’ meetings
12.—(1) Directors participate in a directors’ meeting, or part of a directors’ meeting, when:(a) the meeting has been called and takes place in accordance with these articles, and(b) they can each communicate to the others any information or opinions they have on
any particular item of the business of the meeting.
(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant
where any director is or how they communicate with each other.
(3) If all the directors participating in a meeting are not in the same place, they may decidethat the meeting is to be treated as taking place wherever any of them is.
Quorum for directors’ meetings
13.—(1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted
on, except a proposal to call another meeting.
(2) The quorum for directors’ meetings may be fixed from time to time by a decision of thedirectors, but it must never be less than fifty per cent of the directors serving at that time andin any event must never be less than two, and unless otherwise fixed it is two.

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(3) If the total number of directors for the time being is less than the quorum required, thedirectors must not take any decision other than a decision:(a) to appoint further directors, or(b) to call a general meeting so as to enable the members to appoint further directors.
Chairing of directors’ meetings
14.—(1) The Chairman appointed in accordance with the rules shall chair their meetings.
(2) If the Chairman is not participating in a directors’ meeting within ten minutes of the timeat which it was to start, the participating directors must appoint one of themselves to chair it.
Casting vote15.—(1) If the numbers of votes for and against a proposal are equal, the chairman or otherdirector chairing the meeting has a casting vote.
(2) But this does not apply if, in accordance with these articles, the chairman or otherdirector is not to be counted as participating in the decision-making process for quorum orvoting purposes.
Conflicts of interest
16.—(1) Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act
and provided he has declared the nature and extent of his interest in accordance with therequirements of the Act, a director who is in any way, whether directly or indirectly,interested in an existing or proposed transaction or arrangement with the company:(a) may be a party to, or otherwise interested in, any transaction or arrangement withthe company or in which the company is otherwise (directly or indirectly) interested;(b) may be an eligible director for the purposes of any proposed decision of the directors(or committee of directors) in respect of such contract or proposed contract in which heis interested;(c) may be entitled to vote at a meeting of directors (or of a committee of the directors)
or participate in any unanimous decision, in respect of such contract or proposed
contract in which he is interested;(d) may act by himself or his firm in a professional capacity for the company (otherwise
than as auditor) and he or his firm may be entitled to remuneration for professional
services as if he were not a director;(e) may be a director or other officer of, or employed by, or a party to a transaction or
arrangement with, or otherwise interested in, any body corporate in which the company
is otherwise (directly or indirectly) interested; and(f) may not, save as he may otherwise agree, be accountable to the company for any
benefit which he (or a person connected with him (as defined in section 252 of the Act))
derives from any such contract, transaction or arrangement or from any such office or
employment or from any interest in any such body corporate and no such contract,transaction or arrangement may be liable to be avoided on the grounds of any suchinterest or benefit nor may the receipt of any such remuneration or other benefit
constitute a breach of his duty under section 176 of the Act.
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The provisions of this paragraph (1) are also subject to the provisions of paragraphs (3) and(4) below.
(2) For the purposes of this article, references to proposed decisions and decision-making
processes include any directors’ meeting or part of a directors’ meeting.
(3) A director interested by the provisions of this article shall declare the nature and extent of
his interest to the chairman or in the event of the chairman being interested to the otherdirectors before or during the meeting concerned.
(4) That director shall be entitled to participate in the meeting (or part of the meeting) for
voting or quorum purposes, unless:(a) subject to sub-paragraph (b) below, the chairman decides otherwise, or(b) any other director requests that the matter be decided by a decision of the directors
at that meeting for which purpose the director interested is not to be counted as
participating in the meeting (or that part of the meeting) for voting or quorum purposes,
and the directors so decide otherwise.
Records of decisions to be kept
17.—The directors must ensure that the company keeps a record, in writing, for at least 10
years from the date of the decision recorded, of every unanimous or majority decision takenby the directors.
Directors’ discretion to make rules
18.—(1) The directors may from time to time make any rule which they think fit, necessary,
expedient or convenient for the purposes of dealing with the rights, obligations, admission,
termination and subscriptions of members and for dealing with the composition of the boardof directors, arrangements in relation to directors' and general meetings, the appointment of
sub-committees and the executive and an auditor, and which are not otherwise provided forin these articles. Such rules are called the "MMTA Membership Rules" and whilst they may
be made and may come in to force at any time as resolved by the directors, the MMTA
Membership Rules shall be ratified by an ordinary resolution of the members at the next
following general meeting of the company.
(2) The directors may from time to time make any other rule which they think fit, necessary,
expedient or convenient for the proper conduct and management of the company. Suchrules may be made and may come in to force at any time as resolved by the directors.
APPOINTMENT OF DIRECTORS
Methods of appointing directors
19.—(1) Any person who is willing to act as a director, and is permitted by law to do so, may
be appointed to be a director subject to and in accordance with the provisions of the rules.
(2) In any case where, as a result of death, the company has no members and no directors,
the personal representatives of the last member to have died have the right, by notice inwriting, to appoint a person to be a director.
(3) For the purposes of paragraph (2), where 2 or more members die in circumstances
rendering it uncertain who was the last to die, a younger member is deemed to havesurvived an older member.
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Termination of director’s appointment
20. A person ceases to be a director as soon as:(a) that person ceases to be a director by virtue of any provision of the Companies Act
2006 or is prohibited from being a director by law;(b) a bankruptcy order is made against that person;(c) a composition is made with that person’s creditors generally in satisfaction of that
person’s debts;(d) a registered medical practitioner who is treating that person gives a written opinion to
the company stating that that person has become physically or mentally incapable ofacting as a director and may remain so for more than three months;(e) by reason of that person’s mental health, a court makes an order which wholly or
partly prevents that person from personally exercising any powers or rights which that
person would otherwise have;(f) notification is received by the company from the director that the director is resigningfrom office, and such resignation has taken effect in accordance with its terms;(g) the director's employer ceases to be a member for whatever reason.
Directors’ remuneration
21.—(1) Directors may undertake any services for the company that the directors decide.
(2) Directors are entitled to such remuneration as the directors determine:(a) for their services to the company as directors, and(b) for any other service which they undertake for the company.
(3) A director’s remuneration may:(a) take any form, and(b) include any arrangements in connection with the payment of a pension, allowance or
gratuity, or any death, sickness or disability benefits, to or in respect of that director.
(4) Unless the directors decide otherwise, directors’ remuneration accrues from day to day.
(5) Unless the directors decide otherwise, directors are not accountable to the company for
any remuneration which they receive as directors or other officers or employees of thecompany’s subsidiaries or of any other body corporate in which the company is interested.
Directors’ expenses
22. The company may pay any reasonable expenses which the directors properly incur inconnection with their attendance at:(a) meetings of directors or committees of directors,(b) general meetings, orPassed by Special Resolution by MMTA Membership at EGM on 15th December 2011

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(c) separate meetings of the holders of debentures of the company,or otherwise in connection with the exercise of their powers and the discharge of their
responsibilities in relation to the company.
PART 3
MEMBERS BECOMING AND CEASING TO BE A MEMBER
Applications for membership
23.—No person shall become a member of the company unless:(a) that person has completed an application for membership in a form approved by the
directors,(b) the directors have approved the application; and(c) all such other requirement and conditions as may be specified in the rules have been
met and satisfied.
Termination of membership
24.—(1) A member may withdraw from membership of the company by giving 7 days’ noticeto the company in writing.
(2) Membership is not transferable.
(3) A person’s membership terminates when that person dies or ceases to exist.
ORGANISATION OF GENERAL MEETINGS
Attendance and speaking at general meetings
25.—(1) A person is able to exercise the right to speak at a general meeting when that
person is in a position to communicate to all those attending the meeting, during themeeting, any information or opinions which that person has on the business of the meeting.
(2) A person is able to exercise the right to vote at a general meeting when:(a) that person is able to vote, during the meeting, on resolutions put to the vote at themeeting, 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.
(3) The directors may make whatever arrangements they consider appropriate to enable
those attending a general meeting to exercise their rights to speak or vote at it.
(4) In determining attendance at a general meeting, it is immaterial whether any two or moremembers attending it are in the same place as each other.
(5) Two or more persons who are not in the same place as each other attend a general
meeting if their circumstances are such that if they have (or were to have) rights to speak
and vote at that meeting, they are (or would be) able to exercise them.
Quorum for general meetings
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26.—No business other than the appointment of the chairman of the meeting is to betransacted at a general meeting if the persons attending it do not constitute a quorum.
Chairing general meetings
27.—(1) The Chairman shall chair general meetings if present and willing to do so.
(2) If the Chairman is unwilling to chair the meeting or is not present within ten minutes of thetime at which a meeting was due to start:(a) the directors present, or(b) (if no directors are present), the meeting,must appoint a director or member to chair the meeting, and the appointment of thechairman of the meeting must be the first business of the meeting.
(3) The person chairing a meeting in accordance with this article is referred to as “thechairman of the meeting”.
Attendance and speaking by non-members
28.—The chairman of the meeting may permit other persons who are not members of thecompany to attend and speak at a general meeting.
Adjournment
29.—(1) If the persons attending a general meeting within half an hour of the time at which
the meeting was due to start do not constitute a quorum, or if during a meeting a quorum
ceases to be present, the chairman of the meeting must adjourn it.
(2) The chairman of the meeting may adjourn a general meeting at which a quorum ispresent if:(a) the meeting consents to an adjournment, or(b) it appears to the chairman of the meeting that an adjournment is necessary toprotect the safety of any person attending the meeting or ensure that the business of themeeting is conducted in an orderly manner.
(3) The chairman of the meeting must adjourn a general meeting if directed to do so by themeeting.
(4) When adjourning a general meeting, the chairman of the meeting must:(a) either specify the time and place to which it is adjourned or state that it is to continue
at a time and place to be fixed by the directors, and(b) have regard to any directions as to the time and place of any adjournment whichhave been given by the meeting.
(5) If the continuation of an adjourned meeting is to take place more than 14 days after it
was adjourned, the company must give at least 7 clear days’ notice of it (that is, excluding
the day of the adjourned meeting and the day on which the notice is given):(a) to the same persons to whom notice of the company’s general meetings is required
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(b) containing the same information which such notice is required to contain.
(6) No business may be transacted at an adjourned general meeting which could notproperly have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
Voting: general
30.—A resolution put to the vote of a general meeting must be decided on a show of hands
unless a poll is duly demanded in accordance with these articles.
Errors and disputes
31.—(1) No objection may be raised to the qualification of any person voting at a general
meeting except at the meeting or adjourned meeting at which the vote objected to istendered, and every vote not disallowed at the meeting is valid.
(2) Any such objection must be referred to the chairman of the meeting whose decision is
final.
Poll votes
32.—(1) A poll on a resolution may be demanded:(a) in advance of the general meeting where it is to be put to the vote, or(b) at a general meeting, either before a show of hands on that resolution or immediately
after the result of a show of hands on that resolution is declared.
(2) A poll may be demanded by:(a) the chairman of the meeting;(b) the directors;(c) two or more persons having the right to vote on the resolution; or(d) a person or persons representing not less than one tenth of the total voting rights ofall the members having the right to vote on the resolution.
(3) A demand for a poll may be withdrawn if:(a) the poll has not yet been taken, and(b) the chairman of the meeting consents to the withdrawal.
(4) Polls must be taken immediately and in such manner as the chairman of the meeting
directs.
Content of proxy notices
33.—(1) Proxies (who must be members or employees of members) may only validly beappointed by a notice in writing (a “proxy notice”) which:(a) states the name and address of the member appointing the proxy;
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(b) identifies the person appointed to be that member’s proxy and the general meeting in
relation to which that person is appointed;(c) is signed by or on behalf of the member appointing the proxy, or is authenticated insuch manner as the directors may determine; and(d) is delivered to the company in accordance with these articles and any instructions
contained in the notice of the general meeting to which they relate.
(2) The company may require proxy notices to be delivered in a particular form, and may
specify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to vote (or that theproxy is to abstain from voting) on one or more resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as:(a) allowing the person appointed under it as a proxy discretion as to how to vote on any
ancillary or procedural resolutions put to the meeting, and(b) appointing that person as a proxy in relation to any adjournment of the general
meeting to which it relates as well as the meeting itself.
Delivery of proxy notices
34.—(1) A person who is entitled to attend, speak or vote (either on a show of hands or on apoll) at a general meeting remains so entitled in respect of that meeting or any adjournmentof it, even though a valid proxy notice has been delivered to the company by or on behalf ofthat person.
(2) An appointment under a proxy notice may be revoked by delivering to the company a
notice in writing given by or on behalf of the person by whom or on whose behalf the proxynotice was given.
(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start ofthe meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it must be
accompanied by written evidence of the authority of the person who executed it to execute iton the appointor’s behalf.
Amendments to resolutions
35.—(1) An ordinary resolution to be proposed at a general meeting may be amended byordinary resolution if:(a) notice of the proposed amendment is given to the company in writing by a person
entitled to vote at the general meeting at which it is to be proposed not less than 48
hours before the meeting is to take place (or such later time as the chairman of themeeting may determine), and(b) the proposed amendment does not, in the reasonable opinion of the chairman of themeeting, materially alter the scope of the resolution.
(2) A special resolution to be proposed at a general meeting may be amended by ordinary
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(a) the chairman 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 grammatical orother non-substantive error in the resolution.
(3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment
to a resolution is out of order, the chairman’s error does not invalidate the vote on that
resolution.
PART 4ADMINISTRATIVE ARRANGEMENTS
Means of communication to be used
36.—(1) Anything sent or supplied by or to the company under these articles may be sent or
supplied in any way in which the Companies Act 2006 provides for documents or information
which are authorised or required by any provision of that Act to be sent or supplied by or tothe company.
(2) Any notice or document to be sent or supplied to a director in connection with the taking
of decisions by directors may also be sent or supplied by the means by which that director
has asked to be sent or supplied with such notices or documents for the time being.
(3) A director may agree with the company that notices or documents sent to that director ina particular way are to be deemed to have been received within a specified time of their
being sent, and for the specified time to be less than 48 hours.
Company seals
37.—(1) Any common seal may only be used by the authority of the directors.
(2) The directors may decide by what means and in what form any common seal is to beused.
(3) Unless otherwise decided by the directors, if the company has a common seal and it isaffixed to a document, the document must also be signed by at least one authorised personin the presence of a witness who attests the signature.
(4) For the purposes of this article, an authorised person is:(a) any director of the company;(b) the company secretary (if any); or(c) any person authorised by the directors for the purpose of signing documents towhich the common seal is applied.
No right to inspect accounts and other records
38.—Except as provided by law or authorised by the directors or an ordinary resolution of
the company, no person is entitled to inspect any of the company’s accounting or otherrecords or documents merely by virtue of being a member.
Provision for employees on cessation of business
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39.—The directors may decide to make provision for the benefit of persons employed orformerly employed by the company or any of its subsidiaries (other than a director or former
director or shadow director) in connection with the cessation or transfer to any person of thewhole or part of the undertaking of the company or that subsidiary.
DIRECTORS’ INDEMNITY AND INSURANCE
Indemnity40.—(1) Subject to paragraph (2), a relevant director of the company or an associatedcompany may be indemnified out of the company’s assets against:(a) any liability incurred by that director in connection with any negligence, default,
breach of duty or breach of trust in relation to the company or an associated company,(b) any liability incurred by that director in connection with the activities of the company
or an associated company in its capacity as a trustee of an occupational pension
scheme (as defined in section 235(6) of the Companies Act 2006),(c) any other liability incurred by that director as an officer of the company or an
associated company.
(2) This article does not authorise any indemnity which would be prohibited or rendered voidby any provision of the Companies Acts or by any other provision of law.
(3) In this article:(a) companies are associated if one is a subsidiary of the other or both are subsidiariesof the same body corporate, and(b) a “relevant director” means any director or former director of the company or an
associated company.
Insurance
41.—(1) The directors may decide to purchase and maintain insurance, at the expense of
the company, for the benefit of any relevant director in respect of any relevant loss.
(2) In this article:(a) a “relevant director” means any director or former director of the company or an
associated company,(b) a “relevant loss” means any loss or liability which has been or may be incurred by arelevant director in connection with that director’s duties or powers in relation to thecompany, any associated company or any pension fund or employees’ share scheme of
the company or associated company, and(c) companies are associated if one is a subsidiary of the other or both are subsidiariesof the same body corporate.
DISSOLUTION
Dissolution
42.—If upon the winding up or dissolution of the company there remains, after thesatisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid toPassed by Special Resolution by MMTA Membership at EGM on 15th December 2011

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or distributed among the members of the company, but shall be given or transferred to someother not for profit entity or entities having objects similar to the objects of the company, andwhich shall prohibit the distribution of its or their income and property to an extent at least as
great as is imposed on the company under or by virtue of these articles, such entity orentities to be determined by the members of the company at or before the time ofdissolution, and if and so far as effect cannot be given to such provision, then to some othernot for profit object.

Passed by Special Resolution by MMTA Membership at EGM on 15th December 2011

3003694/11126483v1

16