“A”

Company No. 6219884

THE COMPANIES ACTS 1985 to 2006

_______________________________________

PRIVATE COMPANY LIMITED BY SHARES

_______________________________________

ARTICLES OF ASSOCIATION

of

ICE CLEAR EUROPE LIMITED 

Incorporated 19 April 2007

Amended by Special Resolution 25 April 2008

Amended by Special Resolution 10 September 2009

Amended by Special Resolution 19 April 2013

Amended by Special Resolution 2 February 2017

Adopted by Special Resolution 1 April 2019

Adopted by Special Resolution 29 January 2021

Amended by Special Resolution xxxxx

PRELIMINARY

1. The regulations contained in regulations 1 to 35 of Table A in the Schedule to the 

Companies (Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended before the 

date of incorporation of the Company so far as it relates to private companies limited by 

shares (such Table being hereinafter called "Table A")(as attached at Schedule 1) shall 

apply to the Company save in so far as they are excluded or varied hereby and such 

regulations (save as so excluded or varied) and the Articles hereinafter contained shall 

be the Articles of Association of the Company.

2. In these Articles the expression "the Acts" means the Companies Act 1985 and the 

Companies Act 2006, as appropriate, but so that any reference in these Articles to any 

provision of the Acts shall be deemed to include a reference to any statutory 

modification or re-enactment of that provision for the time being in force.
“A”

3. (A) In these Articles: 

"Articles" means the articles of the Company;

"Board Resolution" means the board resolution entitled ‘Tiered Decision 

Making Process’ passed by the board of directors;

"CDS" means credit default swap;

"CDS Contract" means a Contract that is a CDS as specified in accordance 

with the Rules;

"CDS Clearing Member" means a Clearing Member that is authorised by the 

Clearing House to become party to CDS Contracts;

"CDS Director" means a person, reasonably acceptable to the board and 

approved by the Bank of England, with appropriate experience of credit 

derivatives and the credit default swaps marketplace, and further experience 

including, but not limited to, corporate governance, management oversight and 

financial markets, who is appointed by the board, pursuant to Article 27, as a 

non-executive director of the Company who has been nominated by the Product

Risk Committee with responsibility for CDS. The CDS Director may also meet 

the criteria required of an Independent Director, however, for the avoidance of 

doubt they will continue to be classed only as a CDS Director; 

"clear days" in relation to a period of notice means that period excluding the 

day when the notice is given or deemed to be given and the day for which it is 

given or on which it is to take effect;

"Clearing House" or "the Company" means ICE Clear Europe Limited; 

"Clearing Member" means a member of the Clearing House;

"Committees" meansany committee constituted by the Board under these 

Articles; 

"Contract" means a contract between the Clearing House and a Clearing 

Member arising in accordance with the Rules;

"executed" means any mode of execution;

"group" means the group of companies headed by IntercontinentalExchange, 

Inc. a New York Stock Exchange listed company;

"Independent Director" means a person who meets the independence criteria 

for a director, as defined under relevant applicable legislation and who is 

appointed as a non-executive director

"office" means the registered office of the Company;

"Product Risk Committee" means a product specific committee charged with 

setting the Company’s risk policies in accordance with such Product Risk 

Committee’s terms of reference; 
“A”

"Rules" means the rules, regulations, contract terms, conditions and procedures 

as described in article 24;

"secretary" means the secretary of the Company or any other person appointed 

to perform the duties of the secretary of the Company, including a joint, 

assistant or deputy secretary; 

"Senior Independent Director" means an Independent Director appointed in 

line the UK Corporate Governance Code published by the Financial Reporting 

Council, as may be amended from time to time;

"Super-Quorum Matters" means those aspects of the Rules that relate to: 

criteria for CDS Clearing Membership; CDS contracts; the structure, size or 

application of the CDS guaranty fund; the methodology for calculating a CDS 

Clearing Member’s CDS guaranty fund contribution or the components 

thereof; permitted cover for CDS guaranty fund contributions; powers of 

assessment in respect of CDS Clearing Members; the time period for, or means 

by which, CDS margin is returned to a CDS Clearing Member; the 

methodology for determining the rate of return on the CDS guaranty fund; the 

use, rehypothecation or investment of the CDS guaranty fund; and the terms of 

reference for the Product Risk Committee with responsibility for CDS; and,

"United Kingdom" means Great Britain and Northern Ireland.

References to a "meeting" shall not be taken as requiring more than one person to be 

present if the quorum requirement for such meeting can be satisfied by one person.

(B) Unless the context otherwise requires, words or expressions contained in the 

Articles bear the same meaning as in the Acts. 

(C) Where an ordinary resolution of the Company is expressed to be required for 

any purpose, a special resolution is also effective for that purpose.

(D) Words importing persons (except the word 'individual') shall include 

corporations and firms. The masculine shall include the feminine and the 

neuter and the singular shall include the plural and vice-versa as the context 

shall admit or require.

4. Save as provided in Article 1, no regulations contained in any statute or subordinate 

legislation, including but not limited to the regulations contained in Table A or Table C 

in the schedule to the Companies (Table A to F) Regulations 1985 (as amended), apply 

as the regulations or Articles of association of the Company. 

GENERAL MEETINGS

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

general meetings.

6. The directors may call general meetings and, on the requisition of members pursuant to 

the provisions of the Acts, shall forthwith proceed to convene an extraordinary general 

meeting for a date not later than 28 days after receipt of the requisition. If there are not,
“A”

within the United Kingdom, sufficient directors to call a general meeting, any director 

or any member may call a general meeting. 

NOTICE OF GENERAL MEETINGS

7. Subject to Article 6, a general meeting shall be called by at least 14 clear days' notice. 

8. The notice shall specify the time and place of the meeting and the general nature of the 

business to be transacted and, a general meeting may be called by shorter notice if it is 

so agreed by the sole member, in accordance with the provisions of the Acts.

9. Subject to the provisions of the Articles the notice shall be given to the sole member, 

and to the directors and auditors.

10. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a 

meeting by, any person entitled to receive notice shall not invalidate the proceedings at 

that meeting.

PROCEEDINGS AT GENERAL MEETINGS

11. A member shall be deemed to be present at a general meeting if they participate by 

telephone or other electronic means and all members participating in the meeting are 

able to hear each other.

12. No business shall be transacted at any meeting unless a quorum is present. A duly 

authorised representative of the sole member, or a proxy for the sole member, shall be a 

quorum. 

13. If such a quorum is not present within 15 minutes from the time appointed for the 

meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand 

adjourned to the same day in the next week, at the same time and place or to such day 

and at such time and place as the directors may determine. 

14. The chair, if any, of the board of directors or in their absence some other director 

nominated by the directors shall preside as chair of the meeting, but if neither the chair 

nor such other director (if any) is present within 15 minutes after the time appointed for 

holding the meeting and willing to act, the directors present shall elect one of their 

number to be chair and, if there is only one director present and willing to act, they shall 

be chair. 

15. If no director is willing to act as chair, or if no director is present within 15 minutes after 

the time appointed for holding the meeting, the members present and entitled to vote 

shall choose one of their number to be chair. 

16. A director shall, notwithstanding that they are not a member, be entitled to attend and 

speak at any general meeting.

17. The chair may, with the consent of any meeting at which a quorum is present (and shall 

if so directed by the meeting), adjourn the meeting from time to time and from place to 

place, but no business shall be transacted at any adjourned meeting other than business 

which might properly have been transacted at the meeting had the adjournment not taken 

place. When a meeting is adjourned for 14 days or more, at least seven clear days' notice 

shall be given specifying the time and place of the adjourned meeting and the general 
“A”

nature of the business to be transacted. Otherwise it shall not be necessary to give any 

such notice. 

18. A resolution put to the vote of the meeting shall be decided on a show of hands and a 

proxy for the sole member may vote on a show of hands.

19. A declaration by the chair that a resolution has been carried or lost and an entry to that 

effect in the minutes of the meeting shall be conclusive evidence of the fact.

20. A resolution in writing duly executed by or on behalf of the sole member shall be as 

effectual as if it had been passed at a general meeting duly convened and held. If a 

resolution in writing is described as a special resolution or as an extraordinary resolution, 

it has effect accordingly. 

VOTES OF MEMBERS

21. No objection shall be raised to the qualification of any voter except at the meeting or 

adjourned meeting at which the vote objected to is tendered, and every vote not 

disallowed at the meeting shall be valid. Any objection made in due time shall be 

referred to the chair whose decision shall be final and conclusive.

22. An instrument appointing a proxy shall be in writing in any usual form or in any other 

form which the directors may approve and shall be executed by or on behalf of the 

appointor. 

23. The instrument appointing a proxy and any authority under which it is executed or a 

copy of such authority certified notarially or in some other way approved by the directors 

may be left at or sent by post or by facsimile transmission to the office or such other 

place within 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 at any 

time before the time for holding the meeting or adjourned meeting at which the person 

named in the instrument proposes to vote. An instrument of proxy which is not 

deposited or delivered in a manner so permitted shall be invalid. 

24. A vote given by proxy or by the duly authorised representative of a corporation shall be 

valid notwithstanding the previous determination of the authority of the person voting 

unless notice of the determination was received by the Company at the office or at such 

other place at which the instrument of proxy was duly deposited before the 

commencement of the meeting or adjourned meeting at which the vote is given 

REGULATIONS

25. Rules, regulations, contract terms, conditions and procedures (in these Articles called 

"the Rules") may from time to time be adopted by the Clearing House for the purposes 

of acting as a central counterparty and clearing house and for regulating the conduct of 

business of the Clearing House pursuant to the Financial Services and Markets Act 2000 

(as amended or superseded), including provision for issue, suspension, and withdrawal 

of clearing rights and appeals in connection therewith, for the charging of subscriptions, 

levies and other imposts, for facilitating the conduct of clearing on, and guaranteeing or 

undertaking the carrying out of contracts (including option contracts) traded on terminal 

and other markets and exchanges, for purposes connected with recognition of the 
“A”

Company for the relevant statutory purposes and such other purposes as the Company 

may think fit. The Rules may be adopted, added to, revoked or amended:

(a) by the directors (or any committee appointed by them for such purpose) subject 

to the provisions of these Articles;

(b) by the directors (or any committee appointed by them for such purpose) 

pursuant to any express power conferred upon them by the Rules; or

(c) in such other manner as may be expressly provided for in the Rules.

COMPOSITION OF THE BOARD AND BOARD COMMITTEES

26. The number of directors shall be not less than six and not more than twelve. At least 

one third of directors appointed to the board should be classed as Independent Directors 

(excluding the Chair for these purposes) appointed to serve in such a capacity at any one 

time in accordance with the terms hereof . At least one CDS Director shall be appointed 

to serve in such capacity at any one time in accordance with the terms hereof. The 

president of the Company shall be appointed as a director in accordance with the terms 

below, and shall for so long as they hold such position, continue to be a director. 

27. Subject to the Articles, and following recommendation by a committee of the board 

appointed for these purposes under these Articles, the Company may, at any time, by 

ordinary resolution appoint persons who are willing to act as directors, either to fill a 

vacancy or as an addition to the board. 

28. Subject to the Articles, and provided it is satisfied that the appointment of such persons 

would not prejudice the Company's status as a "Recognised Clearing House" under the 

Financial Services and Markets Act 2000 (as amended or superseded) or any other 

recognition or status granted to or being sought by the Company pursuant to any law or 

regulation, the board may appoint such persons as it sees fit and who are willing to act 

as directors, either to fill a vacancy or as an addition to the board. The board will, in 

addition, appoint the president as a director and shall from time to time appoint such 

number of Independent Directors and CDS Directors as shall from time to time ensure 

compliance with Article 265., it being understood that with regard to the appointment of 

a CDS Director the board shall take into account nominations of the relevant Product 

Risk Committee, as appropriate.

29. Subject to the Acts, the board may appoint one or more of its body to hold employment 

or executive office (including, without limitation, that of president) with the Company 

for such term (subject to the Acts) and on any other conditions the board thinks fit. The 

board may revoke or terminate an appointment, without prejudice to a claim for damages 

for breach of contract or otherwise.

30. Subject to the Acts, the board shall appoint one of its body to act as Senior Independent 

Director. The board may revoke or terminate such appointment at its discretion.

31. No person other than a director retiring (by rotation or otherwise) may be appointed or 

reappointed a director at a general meeting otherwise than pursuant to Article 26.
“A”

30A. A CDS Director shall retire on each anniversary of the first appointment of a CDS 

Director..

32. Retirement of directors by rotation will be considered at a general meeting of the 

Company to be held each year, at which, at the discretion of a committee of the board 

appointed for these purposes under these Articles , the two longest serving Independent 

Directors (who are not CDS Directors) must retire from office and may offer themselves 

for reappointment for a three year term by the members (provided that an Independent 

Director will be eligible for retirement only if they have served at least three consecutive 

years on the board).

33. If an Independent Director is reappointed at a general meeting, such Independent

Director may, in consultation with a committee of the board appointed for these purposes 

under these Articles, be reappointed for a further term at a subsequent general meeting. 

An Independent Director may be reappointed a maximum of two times, unless the 

Company by ordinary resolution resolves otherwise. 

34. A director whose term of office ends at a general meeting may, if willing to act, be 

reappointed. If they are not reappointed or deemed reappointed, they may retain office 

until the meeting appoints someone in their place or, if it does not do so, until the end of 

the meeting.

35. Without prejudice to the provisions for retirement (by rotation or otherwise) contained 

in the Articles, the office of a director is vacated if:

(i) they resign by notice delivered to the secretary at the office or tendered at a 

board meeting; or

(ii) where they have been appointed for a fixed term, the term expires; or

(iii) they cease to be a director by virtue of a provision of the Acts, is removed from 

office pursuant to the Articles or pursuant to an ordinary resolution of the sole 

member under the Acts or becomes prohibited by law from being a director; or

(iv) they, or a company clearing at the Clearing House of which they are a director 

or an employee, is found guilty of a serious disciplinary offence under the Rules 

of the Clearing House or under the rules of any other regulatory body; or

(v) they are found guilty of any criminal offence which or becomes subject to any 

judgement which, in the opinion of the board, adversely affects their fitness 

and properness to act as a director of the Company, or, if they are also a director 

of the Company, the directors of the Company have determined on the same 

basis that they be removed as a director of that company; or 

(vi) they become bankrupt or compounds with their creditors generally; or

(vii) 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 of acting as a director and may remain so for more than 

three months; or or
“A”

(viii) they are absent, without the permission of the board, from board meetings for 

three consecutive meetings and the board resolves that their office be vacated; 

or

(ix) they are removed from office by notice addressed to them at their last-known 

address and signed by all their co-directors (without prejudice to a claim for 

damages for breach of contract or otherwise); or

(x) they cease to be president of the Company and is not otherwise entitled to 

remain as a director; or

(xi) their co-directors reasonably resolve that as a result of their continuing as a 

director, the Company's status as a "Recognised Clearing House" under the 

Financial Services and Markets Act 2000 (as amended or superceded) or any 

other recognition or status granted to or being sought by the Company pursuant 

to any law or regulation) could be endangered or materially adversely affected 

or compromised as a result of their membership of the board; or

(xii) their co-directors reasonably resolve that they are no longer a fit and proper 

person to act as the director of a "Recognised Clearing House" under the 

Financial Services and Market Act 2000 (as amended or superseded); or

(xiii) they cease to be eligible for appointment as a director.

36. A resolution of the board declaring a director to have vacated office under the terms of 

this Article is conclusive as to the fact and grounds of vacation stated in the resolution.

37. If the office of a director is vacated for any reason, they shall cease to be a member of 

any committee of the board.

38. The directors shall appoint the members of each of the Committees as may be required 

by the respective Terms of Reference and each Committee shall each operate in 

accordance with its own Terms of Reference.

POWERS OF DIRECTORS

39. The business of the Company and the Clearing House shall be managed by the directors 

who, subject to the provisions of the Acts, the memorandum and the Articles and to any 

directions given by special resolution, may exercise all the powers of the Company and 

the Clearing House and regulate and decide all matters concerning the Company and the 

Clearing House as are not herein or by any other article or any regulation provided for. 

No alteration of the memorandum or these Articles and no such direction shall invalidate 

any prior act of the directors which would have been valid if that alteration had not been 

made or that direction had not been given. The powers given by this Article shall not 

be limited by any special power given to the directors by these Articles and a meeting 

of the directors at which a quorum or Super-Quorum is present may exercise all powers 

exercisable by the directors as appropriate in accordance with the relevant quorum 

provisions as stated in Article 597.

40. All monies, bills and notes belonging to the Clearing House shall be paid to or deposited 

with the Clearing House's bankers to an account or accounts to be opened in the name 
“A”

of the Clearing House by the president or at the direction of the president as appropriate. 

Cheques on the Clearing House's bankers shall be signed in a manner from time to time 

resolved upon by the president. The Clearing House's banking account or accounts shall 

be kept with such banker or bankers as the directors shall from time to time determine.

41. The directors may exercise all the powers of the Company and the Clearing House to 

borrow money, and to mortgage or charge its undertaking and property or any part 

thereof and to issue debentures, debenture stock and other securities whether outright or 

as security for any debt, liability or obligation of the Company and the Clearing House 

or of any third party.

42. For the avoidance of doubt, it is hereby declared that the directors shall have such other 

powers as are vested in them by the Rules.

43. The directors may, by power of attorney or otherwise, appoint any person to be the agent 

of the Company or the Clearing House for such purposes and on such conditions as they 

determine, including authority for the agent to delegate all or any of their powers.

DELEGATION OF DIRECTORS' POWERS

44. The directors may delegate any of their powers to any committee consisting of one or 

more directors or any other persons or people as the board of directors may decide. They 

may also delegate to any president or any director holding any other executive office 

such of their powers as they consider desirable to be exercised by them. Any such 

delegation may be made subject to any conditions the directors may impose, and either 

collaterally with or to the exclusion of its own powers and may be revoked or altered. 

Subject to any such conditions, the proceedings of a committee with two or more 

members shall be governed by the provisions of the Articles regulating the proceedings 

of directors so far as they are capable of applying. Where a provision of the Articles 

refers to the exercise of a power, authority or discretion by the directors and that power, 

authority or discretion has been delegated by the directors to a committee, the provision 

shall be construed as permitting the exercise of the power, authority or discretion by the 

committee. 

45. The president, or their appropriately appointed delegate, is delegated the power to set 

and call margin payments from Clearing Members in accordance with the powers 

reserved to the Clearing House under the Rules, and further to transfer funds to and from 

the Clearing Members as such transfers are required to be completed in accordance with 

the Rules. 

46. The president, or their appropriately appointed delegate, is delegated the power to take 

such steps, or procure that such steps are taken, as are reserved to the Clearing House 

under the Rules on the occurrence of an Event of Default (as such term is defined under 

the Rules) with respect to a Clearing Member. It being understood that in the event that 

an Event of Default does occur with respect to a Clearing Member, causing the president, 

or their appropriately appointed delegate, to take such steps, or procure that such steps 

are taken, as are required under the Rules, the president shall ensure that the directors 

are informed of the relevant circumstances, and actions taken, as soon as practicable 

subsequent to such Event of Default.
“A”

REMUNERATION OF DIRECTORS

47. The directors shall be entitled to such remuneration as the Company determines in 

accordance with group policy and practice. 

48. A director who, at the request of the directors, goes or resides abroad, makes a special 

journey or performs a special service on behalf of the Company may be paid such 

reasonable additional remuneration (whether by way of salary, percentage of profits or 

otherwise) and expenses as the directors may decide.

DIRECTORS' EXPENSES

49. The directors may be paid all reasonable travelling, hotel and other expenses properly 

incurred by them in connection with their attendance at meetings of directors or 

committees of directors or general meetings or separate meetings of the Company or 

otherwise in connection with the discharge of their duties.

DIRECTORS' APPOINTMENTS AND INTERESTS

50. Independent Directors must disclose any other directorships to the board before they are

appointed and any changes to such directorships shall be reported to the board as they 

arise.

51. Subject to the provisions of the Acts, the directors may appoint one of their body to the 

office of president and one or more of their body to any other executive office under the 

Company, and may enter into an agreement or arrangement with any director for their

employment by the Company or for the provision by them of any services outside the 

scope of the ordinary duties of a director. Any such appointment, agreement or 

arrangement may be made upon such terms as the directors determine and they may 

remunerate any such director for their services as they think fit. Any appointment of a 

director to an executive office shall determine if they cease to be a director but without 

prejudice to any claim to damages for breach of the contract of service between the 

director and the Company.

52. Subject to the provisions of the Acts, and provided that they have disclosed to the 

directors the nature and extent of any material interest of theirs, a director 

notwithstanding their office:

(a) may be a party to, or otherwise interested in, any transaction or arrangement 

with the Company or in which the Company is otherwise interested;

(b) may be a director or other officer of, or employed by, or a party to any 

transaction or arrangement with, or otherwise interested in, any body corporate 

promoted by the Company or in which the Company is otherwise interested; 

and

(c) shall not, by reason of their office, be accountable to the Company for any 

benefit which they derive from any such office or employment or from any 

such transaction or arrangement or from any interest in any such body corporate 

and no such transaction or arrangement shall be liable to be avoided on the 

ground of any such interest or benefit.
“A”

53. For the purposes of Article 50:

(a) a general notice given to the directors that a director is to be regarded as having 

an interest of the nature and extent specified in the notice in any transaction or 

arrangement in which a specified person or class of persons is interested shall 

be deemed to be a disclosure that the director has an interest in any such 

transaction of the nature and extent so specified; and

(b) an interest of which a director has no knowledge and of which it is unreasonable 

to expect them to have knowledge shall not be treated as an interest of theirs.

54. Without prejudice to the obligation of a director to disclose their interest in accordance 

with section 177 Companies Act 2006, a director may not vote on or be counted in the 

quorum in relation to a resolution of the board or of a committee of the board concerning 

a contract, arrangement, transaction or proposal to which the Company is or is to be a 

party and in which they have a duty or an interest (otherwise than by virtue of their

interests in shares or debentures or other securities of or otherwise in or through the 

Company), but this prohibition does not apply (i) where the Company by ordinary 

resolution disapplies the provision of the Articles which would otherwise prevent a 

director from being counted as participating in the decision-making process for quorum 

and voting purposes (ii) where a director’s interest cannot reasonably be regarded as 

likely to give rise to a conflict of interest and (iii) to a resolution concerning any of the 

following matters:

(a) the giving of a guarantee, security or indemnity in respect of money lent or 

obligations incurred by them or any other person at the request of or for the 

benefit of the Company or any of its subsidiary undertakings;

(b) the giving of a guarantee, security or indemnity in respect of a debt or 

obligation of the Company or any of its subsidiary undertakings for which they 

have assumed responsibility in whole or in part, either alone or jointly with 

others, under a guarantee or indemnity or by the giving of security;

(c) a contract, arrangement, transaction or proposal concerning an offer of shares, 

debentures or other securities of the Company or any of its subsidiary 

undertakings for subscription or purchase, in which offer they are or may be 

entitled to participate as a holder of securities or in the underwriting or subunderwriting of which they are to participate;

(d) a contract, arrangement, transaction or proposal to which the Company is or is 

to be a party concerning another company (including a subsidiary undertaking 

of the Company) in which they are interested (directly or indirectly) whether 

as an officer, shareholder, creditor or otherwise (a "relevant company"), if they 

do not to their knowledge hold an interest in shares representing one per cent. 

or more of either any class of the equity share capital of or the voting rights in 

the relevant company;

(e) a contract, arrangement, transaction or proposal for the benefit of the 

employees of the Company or any of its subsidiary undertakings (including any 
“A”

pension fund or retirement, death or disability scheme) which does not award 

them a privilege or benefit not generally awarded to the employees to whom it 

relates; and

(f) a contract, arrangement, transaction or proposal concerning the purchase or 

maintenance of any insurance policy under which they may benefit.

55. Without prejudice to the directors’ duties set out in Chapter 2 of Part 10 of the 

Companies Act 2006, if a situation (a relevant situation) arises in which a director has, 

or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the 

interests of the company (including, without limitation, in relation to the exploitation of 

any property, information or opportunity, whether or not the company could take 

advantage of it, but excluding any situation which cannot reasonably be regarded as 

likely to give rise to a conflict of interest) (a “Conflict”) the following provisions shall 

apply if the Conflict did not arise in relation to a transaction or arrangement with the 

company:

(a) if the relevant situation arises from the appointment or proposed 

appointment of a person as a director of the company:

(i) the directors (other than the director, and any other director 

with a similar interest, who shall not be counted in the 

quorum at the meeting and shall not vote on the resolution, 

though any director, including the director, and any other 

director with a similar interest, may propose the 

resolution); or

(ii) the shareholders (by ordinary resolution or by notice in 

writing given to the company by the holders of a majority 

of the shares),

may resolve to authorise the appointment of the director and the 

relevant situation on such terms as they may determine;

(b) if the relevant situation arises in circumstances other than in paragraph (a) 

above:

(i) the directors (other than the director, and any other director 

with a similar interest, who shall not be counted in the 

quorum at the meeting and shall not vote on the resolution, 

though any director, including the director, and any other 

director with a similar interest, may propose the 

resolution); or

(ii) the shareholders (by ordinary resolution or by notice in 

writing given to the company by the holders of a majority 

of the shares),

may resolve to authorise the relevant situation and the continuing 

performance by the director of their duties on such terms as they 

may determine.
“A”

(c) For the purposes of Articles 5554(a)(i) and 5554(b)(i), if there are 

insufficient directors eligible to vote and therefore to form a quorum, the 

eligible director(s) may take decisions in relation to the relevant matter 

without regard to any of the provisions of the Articles relating to directors’ 

decision-making.

(d) Any reference in Article 5554 to a Conflict includes a conflict of interest 

and duty and a conflict of duties.

(e) Any terms determined by the directors or the shareholders under Articles 

545(a)(a) or 5455(b):

(i) shall be in writing, although the authority shall be effective 

whether or not the terms are so recorded); and 

(ii) may be imposed at the time of the authorisation or may be 

imposed or varied subsequently by either the directors or 

the shareholders and may include (without limitation):

(A) whether the interested directors may vote (and be 

counted in the quorum at any meeting) in relation to 

any decision (whether at a meeting of the directors or 

otherwise) relating to the relevant situation;

(B) the exclusion of the interested directors from all 

information and discussion by the company of the 

relevant situation; and

(C) (without prejudice to the general obligations of 

confidentiality) the application to the interested 

directors of a strict duty of confidentiality to the 

company for any confidential information of the 

company in relation to the relevant situation, so that

where the relevant director obtains (otherwise than 

through their position as a director of the company) 

information that is confidential to a third party, the 

director will not be obliged to disclose that 

information to the company, or to use or apply the 

information in relation to the company's affairs, where 

to do so would amount to a breach of that confidence.

(f) Any authorisation given under Articles 545(a)(a) or 545(b) may be 

withdrawn by either the directors or the shareholders by giving notice to the 

director concerned.

(g) An interested director must act in accordance with any terms determined by 

the directors or the shareholders under Articles 545(a)(a) or 545(b).

(h) Except as specified in Article 5455, any proposal made to the directors and 

any authorisation by the directors in relation to a relevant situation shall be 
“A”

dealt with in the same way as any other matter may be proposed to and 

decided by the directors in accordance with the Articles.

(i) Any authorisation of a relevant situation given by the directors or the 

shareholders under Article 5554 may provide that, where the interested 

director obtains (other than through their position as a director of the 

company) information that is confidential to a third party, they will not be 

obliged to disclose it to the company or to use it in relation to the company's 

affairs in circumstances where to do so would amount to a breach of that 

confidence.

(j) A director shall, as soon as reasonably practicable, declare the nature and 

extent of their interest in a relevant situation within Article 5554(a)(a) or 

5554(b) to the other directors and the shareholders. Failure to comply with 

this requirement does not affect the underlying duty to make the declaration 

of interest.

DIRECTORS' GRATUITIES AND PENSIONS

56. The directors may provide benefits, whether by the payment of gratuities or pensions or 

by insurance or otherwise, for any director who has held but no longer holds any 

executive office or employment with the Company or with any body corporate which is 

or has been a subsidiary of the Company or a predecessor in business of the Company 

or of any such subsidiary, and for any member of their family (including a spouse and a 

former spouse) or any person who is or was dependent on them, and may (as well before 

as after they cease to hold such office or employment) contribute to any fund and pay 

premiums for the purchase or provision of any such benefit. 

PROCEEDINGS OF DIRECTORS

57. Subject to the provisions of the Articles, the directors may regulate their proceedings as 

they think fit. A director may, and the secretary at the request of a director shall, call a 

meeting of the directors. Every director shall receive notice of a meeting, whether or 

not they are absent from the United Kingdom. A director may waive the requirement 

that notice be given to them of a meeting of directors or a committee of directors, either 

prospectively or retrospectively but not more than seven days after the date on which 

the meeting is held. Questions arising at a meeting shall be decided by a majority of 

votes. In the case of an equality of votes, the chair shall have a second or casting vote

but this does not apply if, in accordance with the Articles, the chair is not to be counted 

as participating in the decision-making process for quorum or voting purposes. 

58. A director may participate in a meeting of directors or a committee of directors through 

the medium of conference telephone or similar form of communication equipment if all 

persons participating in the meeting are able to hear and speak to each other throughout 

the meeting. A person participating in this way is deemed to be present in person at the 

meeting and is counted in a quorum and/or Super-Quorum and entitled to vote. Subject 

to the Acts, all business transacted in this way by the directors or a committee of 

directors is for the purposes of the Articles deemed to be validly and effectively 

transacted at a meeting of the directors or of a committee of directors although fewer 
“A”

than two directors are physically present at the same place. The meeting is 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. 

59. The quorum provisions in relation to the transaction of business shall be as follows:

(a) in relation to Super-Quorum Matters, a Super-Quorum shall be required for the 

transaction of business, which shall be the number equal to a majority of the 

directors serving on the board at that time and, for a long as a CDS Director 

has been nominated by the Product Risk Committee with repsonsiblity for CDS 

and appointed by the Board, the Super-Quorum, must include a CDS Director

(“Super-Quorum”), who must be present at the meeting. For the avoidance 

of doubt, the CDS Director need not vote in favour of the resolution, but their 

presence at the meeting is required for quorum purposes;

(b) in relation to non-Super-Quorum routine Matters, The the quorum necessary for the 

transaction of business may be decided by the board, but if not so decided, shall be the number 

equal to a majority of the directors serving on the board at that time, who must be present at the 

meeting ; 

(c) in relation to Super-Quorum Matters that need to be resolved in an emergency

as deemed to be by the President or their delegate from time to time, the quorum 

necessary shall be the number equal to a majority of the directors serving on 

the board at that time, who must be present at the meeting. For the avoidance 

of doubt the presence of a CDS Director is not necessary.

59A. In the event that no CDS Directors are present at a meeting requiring a Super-Quorum, 

consideration of the business relating to relevant Super-Quorum Matters shall be 

adjourned to a re-convened board meeting to be called subject to a minimum of two 

Business Days’ notice to the board, at which transaction of business in relation to the 

relevant Super-Quorum Matters shall not require a Super-Quorum and may be transacted 

by a quorum equal to a majority of the directors serving on the board at that time, who 

must be present at the meeting but need not include a CDS Director.

60. The directors may appoint one of their number to be the chair of the board of directors 

and may at any time remove the appointee from that office. Unless they are unwilling 

to do so, the director so appointed shall preside at every meeting of directors at which 

they are present. But if there is no director holding that office or if the director holding 

it is unwilling to preside or is not present within fifteen minutes after the time appointed 

for the meeting, the directors present may appoint one of their number to be chair of the 

meeting.

61. All acts done by a meeting of directors, or of a committee of directors, or by any person 

acting as a director shall, notwithstanding that it be afterwards discovered that there was 

a defect in the appointment of any director 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 and had been entitled to vote.
“A”

62. A resolution in writing or by email signed or emailed by all the directors for the time 

being entitled to vote on the matter had it been proposed as a resolution at a meeting of 

the directors and not being less than a quorum or Super-Quorum or by such number of 

members of a committee of the board as the board may decide, is as valid and effectual 

as a resolution passed at a meeting of the board or a committee of directors as the case 

may be. The resolution may consist of several documents in the same form each signed 

or emailed by one or more directors or committee members.

63. Under no circumstances may a director appoint an alternate.

SECRETARY

64. Subject to the provisions of the Acts, the secretary shall be appointed by the directors 

for such term, at such remuneration and upon such conditions as they think fit; and any 

secretary so appointed may be removed by the directors.

MINUTES

65. 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 

taken by the directors.

DISTRIBUTIONS

66. Subject to the provisions of the Acts, the Company may by ordinary resolution provide 

that a distribution be paid to members.

67. Subject to the provisions of the Acts, the directors may pay interim distributions if it 

appears to them that they are justified by the profits of the Company available for 

distribution. The directors may also pay at intervals settled by them any distribution 

payable at a fixed rate if it appears to them that the profits available justify the payment.

NOTICES

68. Any notice to be given to or by any person pursuant to the Articles shall be in writing 

except that a notice calling a meeting of the directors need not be in writing. 

69. The Company may give any notice to a member either personally or by sending it by 

post in a prepaid envelope addressed to the member at their registered address or by 

leaving it at that address. Any member whose registered address is not within the United 

Kingdom shall be entitled to have notices given to the relevant member at that address. 

70. A member present, either in person or by proxy, at any meeting of the Company shall be 

deemed to have received proper notice of the meeting, and, where requisite, of the 

purposes for which it was called.

WINDING UP

71. If the Company is wound up, the liquidator may, with the sanction of a special resolution 

of the Company and any other sanction required by the Acts, divide among the members 

in specie the whole or any part of the assets of the Company and may, for that purpose, 

value any assets and determine how the division shall be carried out as between the 

members or different classes of members. The liquidator may, with the like sanction, 
“A”

vest the whole or any part of the assets in trustees upon such trusts for the benefit of the 

members as they with the like sanction determine, but no member shall be compelled to 

accept any assets upon which there is a liability. 

INDEMNITY

72. Subject to the provisions of the Acts, but without prejudice to any indemnity to which 

they may otherwise be entitled, each person who is a director or secretary of the 

Company shall be indemnified out of the assets of the Company against all costs, 

charges, losses and liabilities incurred by the director or secretary in the proper execution 

of relevant duties or the proper exercise of relevant powers, authorities and discretions 

including, without limitation, a liability incurred:

(a) defending proceedings (whether civil or criminal) in which judgment is given 

in their favour or in which they are acquitted, or which are otherwise disposed 

of without a finding or admission of material breach of duty on their part; or

(b) in connection with any application in which relief is granted to them by the 

court from liability for negligence, default, breach of duty or breach of trust in 

relation to the affairs of the Company.

73. The directors may exercise all the powers of the Company to purchase and maintain 

insurance for the benefit of a person who is or was:

(a) a director, secretary or auditor of the Company or of a company which is or 

was a subsidiary undertaking of the Company or in which the Company has or 

had an interest (whether direct or indirect); or 

(b) trustee of a retirement benefits scheme or other trust in which a person referred 

to in the preceding paragraph is or has been interested, 

indemnifying them against liability for negligence, default, breach of duty or breach of 

trust or other liability which may lawfully be insured against by the Company. 
“A”

SCHEDULE 1

TABLE A