Controlling level
of attendance

Change in place
and/or time of
meeting

Meaning of
participate

Accidental
omission to give
notice

member present in person or by proxy at such a venue to view or hear all or any of the
proceedings of the meeting or to speak at the meeting shall not in any way affect the
validity of the proceedings of the meeting

62 The board may from time to time make any arrangements for controlling the
level of attendance at any venue for which arrangements have been made pursuant to
Article 61 (including without lhmuitation the issue of tickets or the imposition of some
other means of selection) it in its absolute discretion considers appropriate, and may
from time to time change those arrangements. If a member, pursuant to those
arrangements, 1s not entitled to attend in person or by proxy at a particular venue, he
shall be entitled to attend in person or by proxy at any other venue for which
arrangements have been made pursuant to Article 61 The entitlement of any member
to be present at such venue in person or by proxy shall be subject to any such
arrangement then in force and stated by the notice of meeting or adjourned meeting to
apply to the meeting.

63 If, after the giving of notice of a general meeting but before the meeting is
held, or after the adjournment of a general meeting but before the adjourned meeting
1s held (whether or not notice of the adjourned meeting is required), the board decides
that it is impracticable or unreasonable for a reason beyond its control to hold the
meeting at the declared place (or any of the declared places, in the case of a meeting
to which Article 61 applies) and/or time, it may change the place (or any of the
places, in the case of a meeting to which Article 61 applies) and/or postpone the time
at which the meeting 1s to be held If such a decision 1s made, the board may then
change the place (or any of the places, in the case of a meeting in which Article 61
applies) and/or postpone the time again if it decides that it 1s reasonable to do so. In
either case

(a) no new notice of the meeting need be given, but the board shall, if practicable,
advertise the date, time and place of the meeting in at least two newspapers
having a national circulation and shall make arrangements for notices of the
change of place and/or postponement to appear at the original place and/or at
the orginal time; and

(b) notwithstanding Article 90(a), an instrument of proxy in relation to the
meeting may be deposited at any time not less than 48 hours before any new
time appointed for holding the meeting.

64 For the purposes of Article 58 and 59, the nght of a member to participate in
the business of any general meeting shall include without limitation the right to speak,
vote on a show of hands, vote on a poll, be represented by a proxy and have access to
all documents which are required by the Companies Acts or these Articles to be made
available at the meeting

65 The accidental omission to give notice of a meeting, or to send a form of
proxy with a notice where required by these Articles, to any person entitled to receive
it, or the non-receipt of a notice of meeting or form of proxy by that person, shall not
invalidate the proceedings at that meeting

LON15273894/8 Page 13



Presumption in
relation to
destroyed
documents

Liquidator may
distribute m
specie

(d)

()

(f)

168
(a)

(b)

(©)

())

but

(e)

()

(g)

169

all paid dividend warrants and cheques at any time after the expiration of one
year from the date of actual payment,

all instruments of proxy which have been used for the purpose of a poll at any
tume after the expiration of one year from the date of use, and

all instruments of proxy which have not been used for the purpose of a poll at
any time after one month from the end of the meeting to which the instrument
of proxy relates and at which no poll was demanded

It shall conclusively be presumed 1n favour of the Company that

every entry in the register purporting to have been made on the basis of an
instrument of transfer or other document destroyed in accordance with
Article 167 was duly and properly made,

every instrument of transfer destroyed in accordance with Article 167 was a
valid and effective instrument duly and properly registered;

every share certificate destroyed in accordance with Article 167 was a valid
and effective certificate duly and properly cancelled, and

every other document destroyed in accordance with Article 167 was a valid
and effective document in accordance with its recorded particulars in the
books or records of the Company,

the provisions of this Article apply only to the destruction of a document in
good faith and without notice of any claim (regardless of the parties) to which
the document might be relevant,

nothing in this Article shall be construed as imposing on the Company any
liability in respect of the destruction of any document earlier than the time
specified in Article 167 or in any other circumstances which would not attach
to the Company 1n the absence of this Article, and

any reference in Article 167 to the destruction of any document includes a
reference to its disposal in any manner.

WINDING UP

If the Company is wound up, the liquidator may, with the sanction of an

extraordinary resolution of the Company and any other sanction required by the
Insolvency Act 1986

(a)

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,

LON15273894/8 Page 34



Procedure for
payment to
holders and
others entitled

Jomt
entitlement

Payment by post

Discharge to
Company and
risk

Interest not
payable

Power to
capitalise

152
(a)
(b)

()

(d)

153

Any dividend or other moneys payable in respect of a share may be paid
in cash; or

by cheque or warrant made payable to or to the order of the holder or person
entitled to payment, or

by any direct debit, bank or other funds transfer system to the holder or person
entitled to payment or, if practicable, to a person designated in writing by the
holder or person entitled to payment; or

by any other method approved by the board and agreed (in such form as the
Company thinks appropriate) by the holder or person entitled to payment.

If two or more persons are registered as joint holders of any share, or are

entitled by transmission jointly to a share, the Company may:

(a)

(b)

154

@

(b)

(©)

(d)

155

pay any dividend or other moneys payable in respect of the share to any one of
them and any one of them may give effectual receipt for that payment, and

for the purposes of Article 152, rely in relation to the share on the written
direction, designation or agreement of any one of them

A cheque or warrant may be sent by post to

where a share 1s held by a sole holder, the registered address of the holder of
the share, or

1f two or more persons are the holders, to the registered address of the person
who 1s first named in the register, or

if a person 1s entitled by transmission to the share, as 1f 1t were a notice to be
given under Article 164; or

in any case, to such person and to such address as the person entitled to
payment may in writing direct

Payment of a cheque or warrant by the bank on which it was drawn or the

transfer of funds by the bank instructed to make the transfer shall be a good discharge
to the Company Every cheque or warrant sent in accordance with these Articles shall
be at the risk of the holder or person entitled The Company shall have no
responsibility for any sums lost or delayed im the course of payment by any other
method used by the Company in accordance with Article 152

156.

No dividend or other moneys payable in respect of a share shall bear interest

against the Company unless otherwise provided by the rights attached to the share

157.

CAPITALISATION OF PROFITS AND RESERVES

The board may with the authority of an ordinary resolution of the Company.

LON15273894/8 Page 30



Notice requiring
payment of call

Forfeiture for
non-comphance

Sale of forfeited
shares

following
forfeiture

Surrender

Company by ordinary resolution otherwise directs) 15 per cent per annum or, if
higher, the appropmiate rate (as defined in the Act)

FORFEITURE AND SURRENDER

28. ‘Ifa call or any instalment of a call remains unpaid in whole or in part after it
has become due and payable, the board may give to the person from whom it 1s due
not less than 14 clear days' notice requiring payment of the amount unpaid together
with any interest which may have accrued and any costs, charges and expenses
incurred by the Company by reason of such non-payment The notice shall name the
place where payment is to be made and shall state that if the notice 1s not complied
with the shares in respect of which the call was made will be liable to be forfeited

29 If that notice 1s not complied with, any share in respect of which it was given
may, at any time before the payment required by the notice has been made, be
forfeited by a resolution of the board The forfeiture shall include all dividends or
other moneys payable in respect of the forfeited share which have not been paid
before the forfeiture. When a share has been forfeited, notice of the forfeiture shall be
served on the person who was the holder of the share before the forfeiture An entry
shall be made promptly in the register opposite the entry of the share showing that
notice has been served, that the share has been forfeited and the date of forfeiture No
forfeiture shall be invalidated by the omission or neglect to give that notice or to make
those entries

30 Subyect to the provisions of the Companies Acts, a forfeited share shall be
deemed to belong to the Company and may be sold, re-allotted or otherwise disposed
of on such terms and in such manner as the board determines, either to the person who
was the holder before the forfeiture or to any other person. At any time before sale,
re-allotment or other disposal, the forfeiture may be cancelled on such terms as the
board thinks fit Where for the purposes of its disposal a forfeited share is to be
transferred to any person, the board may authorise any person to execute an
instrument of transfer of the share to that person The Company may receive the
consideration given for the share on its disposal and may register the transferee as
holder of the share

31 A person shall cease to be a member in respect of any share which has been
forfeited and shall surrender the certificate for any forfeited share to the Company for
cancellation The person shall remain liable to the Company for all moneys which at
the date of forfeiture were presently payable by him to the Company in respect of that
share with interest on that amount at the rate at which interest was payable on those
moneys before the forfeiture or, 1f no interest was so payable, at the rate determined
by the board, not exceeding 15 per cent per annum or, if higher, the appropriate rate
(as defined in the Act), from the date of forfeiture until payment The board may
waive payment wholly or in part or enforce payment without any allowance for the
value of the share at the time of forfeiture or for any consideration recerved on its
disposal.

32 The board may accept the surrender of any share which it 1s in a position to

forfeit on such terms and conditions as may be agreed. Subject to those terms and
conditions, a surrendered share shall be treated as 1f 1t had been forfeited

1L.ON15273894/8 Page 7



Calls in arrears

Errors in voting

Objection to
voting

Supplementary
Provisions on
voting

Appointment of
proxy

Form of proxy

Delivery of form
of proxy

84 No member shall be entitled to vote at a general meeting or at a separate
meeting of the holders of any class of shares in the capital of the Company, either in
person or by proxy, in respect of any share held by him unless all moneys presently
payable by him in respect of that share have been paid.

85 If any votes are counted which ought not to have been counted, or might have
been rejected, the error shall not vitiate the result of the voting unless it is pointed out
at the same meeting, or at any adjournment of the meeting, and, in the opinion of the
chairman, it 1s of sufficient magnitude to vitiate the result of the voting.

86. No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting or poll at which the vote objected to 1s tendered Every
vote not disallowed at such meeting shall be valid and every vote not counted which
ought to have been counted shall be disregarded Any objection made 1n due time
shall be referred to the chairman whose decision shall be final and conclusive

87 On a poll, votes may be given either personally or by proxy A member
entitled to more than one vote need not, 1f he votes, use all his votes or cast all the
votes he uses in the same way.

PROXIES AND CORPORATE REPRESENTATIVES

88 An instrument appointing a proxy shall be in writing under the hand of the
appointor or his attorney or, 1f the appointor 1s a corporation, either under its common
seal or the hand of a duly authorised officer, attorney or other person authorised to
sign it.

89. Instruments of proxy shall be in any usual form or in any other form which the
board may approve The board may, :f it thinks fit, but subject to the provisions of
the Act, at the Company's expense send out forms of instrument of proxy for use at
the meeting with the notice of any meeting. Delivery of an instrument appointing a
proxy shall not preclude a member from attending and voting in person at the meeting
or poll concerned A member may appoint more than one proxy to attend on the same
occasion

90. The instrument appointing a proxy and any power of attorney or other written
authority under which it 1s executed or an office or notarially certified copy or a copy
certified in accordance with the Powers of Attorney Act 1971 of such power or
written authority shall:

(a) be deposited by personal delivery, post or facsimile transmission at the office
or at such other place within the United Kingdom as 1s 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 the time appointed for
holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or

(b) in the case of a poll taken more than 48 hours after it 1s demanded, be

deposited as aforesaid after the poll has been demanded and not less than 24
hours before the time appointed for the taking of the poll, or

LONI5273894/8 Page 17



Disposal of
assets by
hgquidator

Indemnity to
directors and
officers

(b) vest the whole or any part of the assets in trustees for the benefit of the
members, and

(c) determine the scope and terms of those trusts,
but no member shall be compelled to accept any asset on which there 1s a lability

170 The power of sale of a liquidator shall include a power to sell wholly or
partially for shares or debentures or other obligations of another body corporate,
either then already constituted or about to be constituted for the purpose of carrying
out the sale

INDEMNITY

171 — Subject to the provisions of the Companies Acts but without prejudice to any
indemnity to which a director may otherwise be entitled:

(a) every director or other officer of the Company (other than any person
(whether an officer or not) engaged by the Company as auditor) shall be
mdemnified out of the assets of the Company against any liability incurred by
him for negligence, default, breach of duty or breach of trust in relation to the
affairs of the Company, provided that this Article 171 shall be deemed not to
provide for, or entitle any such person to, indemnification to the extent that it
would cause this Article 171, or any element of it, to be treated as void under
the Act or otherwise under the Companies Acts, and

(b) the directors may purchase and maintain insurance at the expense of the
Company for the benefit of any director or other officer or auditor of the
Company against any lability which may attach to him or loss or expenditure
which he may incur in relation to anything done or omitted to be done or
alleged to have been done or omitted to be done as a director, officer or
auditor

LONIS273894/8 Page 35



Chairman's casting vote...

Withdrawal of demand for poll ..

Conduct of poll . ran

When poll to be taken .

Notice of poll .

Effectiveness of special and ‘extraordinary resolutions
Resolutions in writing

VOTES OF MEMBERS . .... «
Right to vote see
Votes of joint holders...
Member under incapacity
Calls 1n arrears
Errors in voting. ....
Objection to voting .
Supplementary provisions on voting, .

PROXIES AND CORPORATE REPRESENTATIVES..
Appointment of proxy.
Form of proxy 2 we ee
Delivery of form of proxy .
Validity of form of proxy. .
Corporate representatives. .
Revocation of authority

NUMBER OF DIRECTORS .
Limits on number of directors.

APPOINTMENT AND RETIREMENT OF DIRECTORS
Separate resolutions on appointment... ..
Additional powers of the Company .
Appointment by board .

Age limit

Residency of chairman

Vacation of office as chairman

Ordinarily resident in the United Kingdom.
No share qualification . foe

ALTERNATE DIRECTORS ....
Power to appoint alternates
Alternates entitled to receive notice
Alternates representing more than one director
Expenses and remuneration of alternates
Termination of appointment oe
Method of appointment and revocation .
Alternate not an agent of appointor . .

POWERS OF THE BOARD ”
Business to be managed by board
Exercise by Company of voting rights.

DELEGATION OF POWERS OF THE BOARD
Committees of the board

LON15273894/8 107328-0198

Page 4



Authority
required for
execution of
deed

Certificates for
shares and
debentures

Official seal for
use abroad

Overseas and
local registers

Authentication
and certification
of copies and
extracts

evidence of the proceedings at the meeting without any further proof of the facts
stated in them.

THE SEAL

142 The seal shall only be used by the authority of a resolution of the board The
board may determine who shall sign any instrument executed under the seal If they
do not, it shall be signed by at least one director and the secretary or by at least two
directors Any document may be executed under the seal by impressing the seal by
mechanical means or by printing the seal or a facsimile of 1t on the document or by
applying the seal or a facsimile of it by any other means to the document A
document signed, with the authority of a resolution of the board, by a director and the
secretary or by two directors and expressed (in whatever form of words) to be
executed by the Company has the same effect as if executed under the seal For the
purpose of the preceding sentence only, “secretary” shall have the same meaning as in
the Act and not the meaning given to it by Article 2.

143. The board may by resolution determine either generally or in any particular
case that any certificate for shares or debentures or representing any other form of
security may have any signature affixed to it by some mechanical means, or printed
on it or, in the case of a certificate executed under the seal, need not bear any
signature

144 The Company may exercise the powers conferred by section 39 of the Act
with regard to having an official seal for use abroad

REGISTERS

145 Subject to the provisions of the Companies Acts and the Regulations, the
Company may keep an overseas or local or other register in any place, and the board
may make, amend and revoke any regulations it thinks fit about the keeping of that
register.

146 Any director or the secretary or any other person appointed by the board for
the purpose shall have power to authenticate and certify as true copies of and extracts
from

(a) any document comprising or affecting the constitution of the Company,

(b) any resolution passed by the Company, the holders of any class of shares in
the capital of the Company, the board or any committee of the board, and

(c) any book, record and document relating to the business of the Company
(including without limitation the accounts)

If certified in this way, a document purporting to be a copy of a resolution, or the
minutes or an extract from the minutes of a meeting of the Company, the holders of
any class of shares in the capital of the Company, the board or a committee of the
board shall be conclusive evidence in favour of all persons dealing with the Company
in reliance on 1t or them that the resolution was duly passed or that the minutes are, or

LONI5273894/8 Page 28



Quorum

If quorum not
present

Chairman

Directors
entitled to speak

Adjournments:
chairman's
powers

Adjournments
procedures

PROCEEDINGS AT GENERAL MEETINGS

66. No business shall be transacted at any general meeting unless a quorum 1s
present, but the absence of a quorum shall not preclude the choice or appointment of a
chairman, which shall not be treated as part of the business of the meeting. Save as
otherwise provided by these Articles, two persons present in person or by proxy and
entitled to vote on the business to be transacted shall be a quorum

67 If such a quorum 1s not present within five minutes (or such longer time not
exceeding 30 minutes as the chairman of the meeting may decide to wait) from the
time appointed for the meeting, or if during a meeting such a quorum ceases to be
present, the meeting, if convened on the requisition of members, shall be dissolved,
and in any other case shall stand adjourned to such time and place as the chairman of
the meeting may determine The adjourned meeting shall be dissolved 1f a quorum 1s
not present within 15 minutes after the trme appointed for holding the meeting

68 The chairman, if any, of the board or, in his absence, any deputy chairman of
the Company or, m his absence, some other director nominated by the board, shall
preside as chairman of the meeting If neither the chairman, deputy chairman nor
such other director (if any) 1s present within five minutes after the time appointed for
holding the meeting or 1s not willing to act as chairman, the directors present shall
elect one of their number to be chairman If there 1s only one director present and
willing to act, he shall be chairman If no director 1s willing to act as chairman, or if
no director 1s present within five minutes after the time appointed for holding the
meeting, the members present and entitled to vote shall choose one of their number to
be chairman

69 A director shall, notwithstanding that he 1s not a member, be entitled to attend
and speak at any general meeting and at any separate meeting of the holders of any
class of shares in the capital of the Company

70 The chairman may, with the consent of a meeting at which a quorum 1s present
(and shall 1f so directed by the meeting), adjourn the meeting from time to time and
from place to place No business shall be transacted at an adjourned meeting other
than business which might properly have been transacted at the meeting had the
adjournment not taken place In addition (and without prejudice to the chairman's
power to adjourn a meeting conferred by Article 60), the chairman may adjourn the
meeting to another time and place without such consent if 1t appears to him that

(a) it 1s likely to be impracticable to hold or continue that meeting because of the
number of members wishing to attend who are not present, or

b the unruly conduct of persons attending the meeting prevents or is likely to
Pp is P
prevent the orderly continuation of the business of the meeting, or

(c) an adjournment 1s otherwise necessary so that the business of the meeting may
be properly conducted.

71 Any such adjournment may be for such time and to such other place as the
chairman may, in his absolute discretion determine, notwithstanding that by reason of

LONI5273894/8 Page 14



Alternates 104 An alternate director shall be entitled to receive notice of all meetings of the
came te ce board and of all meetings of committees of the board of which his appointor 1s a
member, to attend and vote at any such meeting at which his appointor 1s not
personally present, and generally to perform all the functions of his appointor (except
as regards power to appoint an alternate) as a director in his absence It shall not be
necessary to give notice of such a meeting to an alternate director who is absent from

the United Kingdom
Alternates 105 _ A director or any other person may act as alternate director to represent more
eerete2 . than one director, and an alternate director shall be entitled at meetings of the board or
director any committee of the board to one vote for every director whom he represents (and

who is not present) in addition to his own vote (if any) as a director, but he shall count
as only one for the purpose of determining whether a quorum 1s present

Expensesand 106. An alternate director may be repaid by the Company such expenses as might
remuneration of roperly have been repaid to him if he had been a director but shall not be entitled to
receive any remuneration from the Company in respect of his services as an alternate
director An alternate director shall be entitled to be indemnified by the Company to

the same extent as 1f he were a director

Termmation of 107 An alternate director shall cease to be an alternate director.
appointment

(a) if his appointor ceases to be a director, or

(b) on the happening of any event which, if he were a director, would cause him
to vacate his office as director, or

(c) if he resigns his office by notice to the Company

Method of 108 Any appointment or removal of an alternate director shall be by notice to the
eee Company signed by the director making or revoking the appointment and shall take
effect in accordance with the terms of the notice (subject to any approval required by

Article 103) on receipt of such notice at the office

Alternate notan 109 Except as otherwise expressly provided in these Articles, an alternate director
aerator shall be deemed for all purposes to be a director Accordingly, except where the
context otherwise requires, a reference to a director shall be deemed to include a
reference to an alternate director An alternate director shall alone be responsible for
his own acts and defaults and he shall not be deemed to be the agent of the director

appointing him
POWERS OF THE BOARD

Businesstobe 110 Subject to the provisions of the Companies Acts, the Memorandum and these
managed ”y Articles and to any directions given by special resolution, the business of the
Company shall be managed by the board which may pay all expenses incurred in
forming and registering the Company and may exercise all the powers of the
Company, including without limitation the power to dispose of all or any part of the
undertaking of the Company No alteration of the Memorandum or Articles and no

such direction shall invalidate any prior act of the board which would have been valid

LON15273894/8, Page 20



When poll to be
taken

Notice of poll

Effectiveness of
special and
extraordmary
resolutions

Resolutions in
writing

Right to vote

Votes of sont
holders

Member under
meapacity

and fix a time and place for declaring the result of the poll The result of the poll shall
be deemed to be the resolution of the meeting at which the poll was demanded

77 A poll demanded on the election of a chairman or on a question of
adjournment shall be taken at the meeting at which it is demanded A poll demanded
on any other question shall be taken either at the meeting or at such time and place as
the chairman directs not being more than 30 days after the poll 1s demanded The
demand for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which the poll was demanded If a poll 1s
demanded before the declaration of the result of a show of hands and the demand 1s
duly withdrawn, the meeting shall continue as 1f the demand had not been made

78 No notice need be given of a poll not taken at the meeting at which it 1s
demanded if the time and place at which it is to be taken are announced at the
meeting In any other case at least seven clear days' notice shall be given specifying
the time and place at which the poll is to be taken

79. Where for any purpose an ordinary resolution of the Company 1s required, a
special or extraordinary resolution shall also be effective. Where for any purpose an
extraordinary resolution 1s required, a special resolution shall also be effective.

80 A resolution in writing executed by or on behalf of each member who would
have been entitled to vote on it if 1t had been proposed at a general meeting at which
he was present shall be as effective as if it had been passed at a general meeting
properly convened and held and may consist of several instruments in the same form
each executed by or on behalf of one or more of the members.

‘VOTES OF MEMBERS

81 Subject to any rights or restrictions attached to any shares, on a show of hands
every member who 1s present in person shall have one vote and on a poll every
member present in person or by proxy shall have one vote for every ordinary share of
which he is the holder.

82 In the case of joint holders of a share, the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of
the other joint holders For this purpose seniority shall be determined by the order in
which the names of the holders stand 1n the register

83 A member 1n respect of whom an order has been made by a court or official
having jurisdiction (whether in the United Kingdom or elsewhere) in matters
concerning mental disorder may vote, whether on a show of hands or on a poll, by his
receiver, curator bonis or other person authorised for that purpose appointed by that
court or official That receiver, curator bonis or other person may, on a poll, vote by
proxy The right to vote shall be exercisable only 1f evidence satisfactory to the board
of the authority of the person claiming to exercise the right to vote has been deposited
at the office, or at another place specified in accordance with these Articles for the
deposit of instruments of proxy, not less than 48 hours before the tme appointed for
holding the meeting or adjourned meeting at which the right to vote 1s to be exercised

LON15273894/8 Page 16



Declaration of
dividends

Inter
dividends

Apportionment
of dividends

Dividends in
specie

Permitted
deductions and
retentions

the extract from the minutes is, a true and accurate record of proceedings at a duly
constituted meeting.

DIVIDENDS

147. Subject to the provisions of the Companies Acts, the Company may by
ordinary resolution declare dividends in accordance with the respective nghts of the
members, but no dividend shall exceed the amount recommended by the board

148 — Subject to the provisions of the Compamies Acts, the board may pay interm
dividends if it appears to the board that they are justified by the profits of the
Company available for distribution. If the share capital 1s divided into different
classes, the board may pay interim dividends on shares which confer deferred or non-
preferred nghts with regard to dividend as well as on shares which confer preferential
nghts with regard to dividend, but no interim dividend shall be paid on shares
carrying deferred or non-preferred rights if, at the time of payment, any preferential
dividend 1s in arrear The board may also pay at intervals settled by it any dividend
payable at a fixed rate if it appears to the board that the profits available for
distribution justify the payment If the board acts in good faith it shall not incur any
hability to the holders of shares conferring preferred mghts for any loss they may
suffer by the jawful payment of an interim dividend on any shares having deferred or
non-preferred rights

149 Except as otherwise provided by the rights attached to shares, all dividends
shall be declared and paid according to the amounts paid up on the shares on which
the dividend 1s paid, but no amount paid on a share in advance of the date on which a
call 1s payable shall be treated for the purposes of this Article as paid on the share
All dividends shall be apportioned and paid proportionately to the amounts paid up on
the shares during any portion or portions of the period in respect of which the
dividend is paid; but, if any share 1s allotted or issued on terms providing that it shall
rank for dividend as from a particular date, that share shall rank for dividend
accordingly

150 A general meeting declaring a dividend may, on the recommendation of the
board, by ordinary resolution direct that it shall be satisfied wholly or partly by the
distribution of assets, including without limitation paid up shares or debentures of
another body corporate. The board may make any arrangements it thinks fit to settle
any difficulty arising in connection with the distribution, including without limitation
(a) the fixing of the value for distribution of any assets, (b) the payment of cash to any
member on the basis of that value in order to adjust the mghts of members, and (c) the
vesting of any asset in a trustee

151 The board may deduct from any dividend or other moneys payable to any
member in respect of a share any moneys presently payable by him to the Company in
respect of that share Where a person 1s entitled by transmission to a share, the board
may retain any dividend payable in respect of that share until that person (or that
person's transferee) becomes the holder of that share

LONI 5273894/8 Page 29



Class meetings

Convening
general meetings

Period of notice

Reciprents of
notice

Contents of
notice. general

shall hold general meetings as annual general meetings in accordance with the
requirements of the Act

52 All provisions of these Articles relating to general meetings of the Company
shall, mutatis mutandis, apply to every separate general meeting of the holders of any
class of shares in the capital of the Company, except that

(a) the necessary quorum shall be two persons holding or representing by proxy at
least one-third in nominal value of the issued shares of the class or, at any
adjourned meeting of such holders, one holder present in person or by proxy,
whatever the amount of his holding, who shall be deemed to constitute a
meeting,

(b) any holder of shares of the class present in person or by proxy may demand a
poll, and

(c) each holder of shares of the class shall, on a poll, have one vote in respect of
every share of the class held by him.

53 The board may call general meetings whenever and at such times and places
as it shall determine On the requisition of members pursuant to the provisions of the
Companies Acts, the board shall promptly convene an extraordinary general meeting
in accordance with the requirements of the Companies Acts If there are insufficient
directors in the United Kingdom to call a general meeting any director of the
Company may call a general meeting, but where no director is willing or able to do
so, any two members of the Company may summon a meeting for the purpose of
appointing one or more directors.

NOTICE OF GENERAL MEETINGS

54 An annual general meeting and an extraordinary general meeting called for the
passing of a special resolution shall be called by at least 21 clear days' notice All
other extraordinary general meetings shall be called by at least 14 clear days’ notice

55 Subject to the provisions of these Articles and to any restrictions imposed on
any shares, the notice shall be given to all the members, to each of the directors and to
the auditors

56 The notice shall specify the time and place of the meeting and, in the case of
special business, the general nature of that business All business that 1s transacted at
an extraordinary general meeting shall be deemed special All business transacted at
an annual general meeting shall be deemed special except

(a) the declaration of dividends,
(b) the consideration and adoption of the accounts and balance sheet and the
reports of the directors and auditors and other documents required to be

annexed to the accounts,

(c) the appointment and re-appointment of directors,

LON15273894/8, Page tI



Share capital

Shares with
special rights

Section 80
authority

Section 89
disapplication

Allotment after
expiry

Residual
allotment
powers

Headings and marginal notes are inserted for convenience only and do not affect the
construction of these Articles

In these Articles, (a) powers of delegation shall not be restrictively construed but the
widest interpretation shall be given to them, (b) the word beard in the context of the
exercise of any power contained im these Articles includes any committee consisting
of one or more directors, any director holding executive office and any local or
divisional board, manager or agent of the Company to which or, as the case may be,
to whom the power in question has been delegated, (c) no power of delegation shall
be limited by the existence or, except where expressly provided by the terms of
delegation, the exercise of that or any other power of delegation, and (d) except
where expressly provided by the terms of delegation, the delegation of a power shall
not exclude the concurrent exercise of that power by any other body or person who 1s
for the time being authorised to exercise it under these Articles or under another
delegation of the power

SHARE CAPITAL

4 The share capital of the Company on the adoption of these Articles 1s
£14,946,779 11 divided into 256,230,499 ordinary shares of 5 5/6 pence each (the
Ordinary Shares)

5 Subject to the provisions of the Companies Acts and without prejudice to any
rights attached to any existing shares or class of shares, any share may be issued with
such rights or restrictions as the Company may by ordinary resolution determine or,
subject to and in default of such determination, as the board shall determine

6. In place of all authorities in existence at the date of adoption of these articles,
the directors are hereby generally and unconditionally authorised pursuant to section
80 of the Act to allot relevant securities (within the meaning of section 80) up to an
aggregate nominal amount equal to the authorised share capital of the company at the
date of adoption of these articles for a period expiring (unless previously renewed,
varied or revoked by the company in general meeting) five years after the date of
adoption of these articles

7 The board 1s empowered to allot equity securities for cash pursuant to the
authority conferred by Article 6 as if section 89(1) of the Act did not apply to any
such allotment

8 Before the expiry of the authority conferred by Article 6 the Company may
make an offer or agreement which would or might require equity securities or other
relevant securities to be allotted after such expiry The board may allot equity
securities or other relevant securities in pursuance of that offer or agreement as if the
authority conferred by Article 6 had not expired.

9 Subject to the provisions of the Companies Acts relating to authority, pre-
emption nghts or otherwise and of any resolution of the Company in general meeting
passed pursuant to those provisions, and, in the case of redeemable shares, the
provisions of Article 10

LON15273894/8 Page 3



Convening
meetings

Quorum

Powers of
directors if
number falls
below mmmum

Chairman and
deputy
chairman

Validity of acts
of the board

the Company or any subsidiary undertaking Any such provision shall be made by a
resolution of the board im accordance with section 719.

PROCEEDINGS OF THE BOARD

131 Subject to the provisions of these Articles, the board may regulate its
proceedings as it thinks fit A director may, and the secretary at the request of a
director shall, call a meeting of the board Notice of a board meeting shall be deemed
to be properly given to a director if it is given to him personally or by word of mouth
or sent in writing or by electronic mail to him at his last known address or any other
address given by him to the Company for this purpose It shall not be necessary to
give notice of a board meeting to any director who 1s for the time being absent from
the United Kingdom No account 1s to be taken of directors absent from the United
Kingdom when considering the adequacy of the period of notice of the meeting.
Questions arising at a meeting shall be decided by a majority of votes In the case of
an equality of votes, the chairman shall have a second or casting vote Any director
may waive notice of a meeting and any such waiver may be retrospective

132. The quorum for the transaction of the business of the board may be fixed by
the board and unless so fixed at any other number shall be two A person who holds
office only as an alternate director shall, if his appointor 1s not present, be counted in
the quorum Any director who ceases to be a director at a board meeting may
continue to be present and to act as a director and be counted in the quorum until the
termination of the board meeting if no director objects

133. The continuing directors or a sole continuing director may act notwithstanding
any vacancies in their number, but, if the number of directors 1s less than the number
fixed as the quorum, the continuing directors or director may act only for the purpose
of filling vacancies or of calling a general meeting

134 The board may appoint one of their number to be the chairman, and one of
their number to be the deputy chairman, of the board and may at any time remove
either of them from such office. Unless he 1s unwilling to do so, the director
appointed as chairman, or 1n his stead the director appointed as deputy chairman, shall
preside at every meeting of the board at which he 1s present If there 1s no director
holding either of those offices, or 1f neither the chairman nor the deputy chairman 1s
willing to preside or neither of them 1s present within five minutes after the time
appointed for the meeting, the directors present may appoint one of their number to be
chairman of the meeting

135 All acts done by a meeting of the board, or of a committee of the board, or by
a person acting as a director or alternate director, shall, notwithstanding that it be
afterwards discovered that there was a defect in the appointment of any director or
any member of the committee or alternate 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 or, as the case may be, an alternate director and had been
entitled to vote

LONI5273894/8 Page 26



Power of
Company to
remove director

Arrangements
with non-
executive
directors

Ordinary
remuneration

Additional
remuneration
for spectat
services

Directors may
be paid expenses

Appointment to
executive office

117. The Company may, without prejudice to the provisions of the Companies
Acts, by ordinary resolution remove any director from office (notwithstanding any
provision of these Articles or of any agreement between the Company and such
director, but without prejudice to any claim he may have for damages for breach of
any such agreement) No special notice need be given of any resolution to remove a
director in accordance with this Article and no director proposed to be removed in
accordance with this Article has any special right to protest against his removal The
Company may, by ordinary resolution, appoint another person in place of a director
removed from office in accordance with this Article Any person so appointed shall,
for the purpose of determining the time at which he or any other director 1s to retire by
rotation, be treated as 1f he had become a director on the day on which the director in
whose place he 1s appointed was last elected a director In default of such
appointment the vacancy arising on the removal of a director from office may be
filled as a casual vacancy

REMUNERATION OF NON-EXECUTIVE DIRECTORS

118. Subject to the provisions of the Companies Acts, the board may enter into,
vary and terminate an agreement or arrangement with any director who does not hold
executive office for the provision of his services to the Company Subject to Articles
119 and 120, any such agreement or arrangement may be made on such terms as the
board determines

119 The ordinary remuneration of the directors who do not hold executive office
for their services (excluding fees as Chairman or for other services or any amounts
payable under any other provision of these Articles) shall not exceed in aggregate
£750,000 per annum or such higher amount as the Company may from time to time
by ordinary resolution determine Subject thereto, each such director shall be paid a
fee for their services (which shall be deemed to accrue from day to day) at such rate
as may from time to time be determined by the board

120 Any director who does not hold executive office and who serves on any
committee of the board, by the request of the board goes or resides abroad for any
purpose of the Company or otherwise performs special services which 1n the opinion
of the board are outside the scope of the ordinary duties of a director, may (without
prejudice to the provisions of Article 119) be paid such extra remuneration by way of
salary, commission or otherwise as the board may determine.

DIRECTORS' EXPENSES
121 The directors may be paid all travelling, hotel, and other expenses properly
incurred by them in connection with their attendance at meetings of the board or
committees of the board, general meetings or separate meetings of the holders of any

class of shares or of debentures of the Company or otherwise in connection with the
discharge of their duties

EXECUTIVE DIRECTORS

122 Subject to the provisions of the Companies Acts, the board may appoint one or
more of its body to be the holder of any executive office (except that of auditor) 1n the

LON15273894/8 Page 23



DIVIDENDS
Declaration of dividends
Interim dividends :
Apportionment of dividends .
Dividends 1n specie
Permitted deductions and retentions .

Procedure for payment to holders and others entitled .

Joint entitlement

Payment by post :
Discharge to Company and risk
Interest not payable :

CAPITALISATION OF PROFITS AND RESERVES . .
Power to capitalise

RECORD DATES . :
Record dates for dividends, ete :

ACCOUNTS
Rights to inspect records .
Delivery of annual accounts . .

NOTICES .. -
When notice required to be: in n writing...
Method of giving notice
Deemed receipt of notice .
Notice to persons entitled by transmission .
Transferees etc. bound by prior notice.
When notices by post deemed served .

DESTRUCTION OF DOCUMENTS
Power of Company to destroy documents ..

Presumption in relation to destroyed documents .

WINDING UP ..
Liquidator may distribute in specie
Disposal of assets by liquidator .

INDEMNITY .
Indemnity to directors and officers

1.ON15273894/8 107328-0198

Page 6



Local boards, etc... ...

Agents . 21
Offices including the title "director" 22
DISQUALIFICATION AND REMOVAL OF DIRECTORS... wee ee - 22
Disqualification as a director re 72
Power of Company to remove director 6... eee. 28
REMUNERATION OF NON-EXECUTIVE DIRECTORS... 9... See 23
Ordinary remuneration . aa woe wee we 2B
Additional remuneration for special se services... . tee 23
DIRECTORS' EXPENSES ... . - oo cee ee ee 23
Directors may be paid expenses ... . se eee wee eee 23
EXECUTIVE DIRECTORS . . . cose ae woe 23
Appointment to executive office : see eee see . 23
Termination of appointment to executive office : wee we 24
Emoluments to be determined by the board .. 2. 1... . ee 24
DIRECTORS' INTERESTS .. ee . 24
Directors may contract with the Company ee woe : 24
Notification of interests . cee ee ee we va 24
GRATUITIES, PENSIONS AND INSURANCE. .. .. 2. 2 ee oe)
Gratuities and pensions 25
Insurance... . fone wee 25
Directors not hable to “account : : see eee foe 25
Section 719 of the Act . oe . rr . oe 25
PROCEEDINGS OF THEBOARD ...—. wee » . 26
Convening meetings .. . oe a ” : soe .. 26
Quorum .. .. . . oe ee eee 26
Powers of directors if ‘number falls below minmmum .. . : : 26
Chairman and deputy chairman. . .. . 26
Validity of acts of the board : - oe te ee 26
Resolutions mm writing : coe ee .27
Meetings by telephone, etc. . : 27
Directors’ power to vote on contracts in which they a are @ interested . 27
SECRETARY ... 2. «ee . : oe se. 27
Appointment and ‘removal of secretary woe : ws ve. 27
MINUTES oe oe cee ee : : 27
Minutes required to be kept... oe tee ” - + 27
Conclusiveness of minutes . . eee ee eee ee 27
THESEAL . . a a 28
Authority required ‘for execution of deed oe eee : 28
Certificates for shares and debentures - oe - oe 28
Official seal for use abroad : coe ee 28
REGISTERS . . oo : os se . + 28
Overseas and local registers oe : . -. 28
Authentication and certification of copies and: extracts cee ae 28

LON15273894/8 107328-0198 Page 5



Contents of
notice:
additional
requirements

Article 61
arrangements

General
meetings at
more than one
place

Interruption or
adjournment
where facilities
inadequate

Other
arrangements
for viewing and
hearing
proceedings

(d) the appointment of auditors where special notice of the resolution for such
appointment is not required by the Companies Acts, and

(e) the fixing of, or the determining of the method of fixing, the remuneration of
the directors or auditors

57 In the case of an annual general meeting, the notice shall specify the meeting
as such In the case of a meeting to pass a special or extraordinary resolution, the
notice shall specify the mtention to propose the resolution as a special or
extraordinary resolution, as the case may be

58 The notice shall include details of any arrangements made for the purpose of
Article 61 (making clear that participation in those arrangements will not amount to
attendance at the meeting to which the notice relates).

59. The board may resolve to enable persons entitled to attend a general meeting
to do so by simultaneous attendance and participation at a satellite meeting place
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 vote at, the general
meeting in question, and that meeting shall be duly constituted and its proceedings
valid if the chairman of the general meeting is satisfied that adequate facilities are
available throughout the general 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 and see 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 and seen by all other persons so present in the same way

The chairman of the general meeting shall be present at, and the meeting shall be
deemed to take place at, the principal meeting place

60 If it appears to the chairman of the general meeting that the facilities at the
meeting place have become inadequate for the purposes referred to in Article 59, then
the chairman may, without the consent of the meeting, interrupt or adjourn the general
meeting All business conducted at that general meeting up to the time of that
adjournment shall be valid The provisions of Article 71 shall apply to that
adjournment

61 The board may make arrangements for persons entitled to attend a general
meeting or an adjourned general meeting to be able to view and hear the proceedings
of the general meeting or adjourned general meeting and to speak at the meeting
(whether by the use of microphones, loudspeakers, audio-visual communications
equipment or otherwise) by attending at a venue anywhere in the world not being a
satellite meeting place Those attending at any such venue shall not be regarded as
present at the general meeting or adjourned general meeting and shall not be entitled
to vote at the meeting at or from that venue The inability for any reason of any

LON15273894/8 Page 12



Construction

dividend means dividend or bonus;
employees' share scheme has the meaning given by section 743 of the Act,

entitled by transmission means, 1n relation to a share in the capital of the Company,
entitled as a consequence of the death or bankruptcy of the holder or otherwise by
operation of law,

holder in relation to a share 1n the capital of the Company means the member whose
name is entered in the register as the holder of that share;

member means a member of the Company,

Memorandum means the memorandum of association of the Company as amended
from time to time,

office means the registered office of the Company,
paid means paid or credited as paid;
register means the register of members of the Company;

seal means the common seal of the Company and includes any official seal kept by
the Company by virtue of section 39 or 40 of the Act,

secretary means the secretary of the Company and includes a joint, assistant, deputy
or temporary secretary and any other person appointed to perform the duties of the
secretary,

United Kingdom means Great Britain and Northern Ireland

3 References to a document being executed include references to its being
executed under hand or under seal or by any other method

References to writing include references to any visible substitute for writing and to
anything partly in one form and partly in another form.

Words denoting the singular number include the plural number and vice versa, words
denoting the masculine gender include the feminine gender, and words denoting
persons include corporations

Words or expressions contained in these Articles which are not defined in these
articles but are defined in the Act have the same meaning as 1n the Act (but excluding
any modification of the Act not in force at the date of adoption of these Articles)
unless inconsistent with the subject or context

Subject to the preceding two paragraphs, references to any provision of any enactment
or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act
1978) include any modification or re-enactment of that provision for the time being in
force.

1LON15273894/8, Page 2



Validity of form
of proxy

Corporate
representatives

Revocation of
authority

Limits on
number of
directors

(c) where the poll 1s not taken forthwith but 1s taken not more than 48 hours after
it was demanded, be delivered at the meeting at which the poll was demanded
to the chairman or to the secretary or to any director.

An instrument of proxy which 1s not deposited or delivered in any such manner shall
be invalid. No instrument of proxy shall be valid more than twelve months after the
date stated in it as the date of its execution. When two or more valid instruments of
proxy are delivered in respect of the same share for use at the same meeting, the one
which was executed last shall be treated as replacing and revoking the others as
regards that share, if the Company is unable to determine which was executed last,
none of them shall be treated as valid in respect of that share

91 An instrument appointing a proxy shall be deemed to include the right to
demand, or join in demanding, a poll but shall not confer any further right to speak at
a meeting, except with the permission of the chairman The instrument of proxy shall
also be deemed to confer authority to vote on any amendment of a resolution put to
the meeting for which it 1s given as the proxy thinks fit The instrument of proxy
shall, unless 1t provides to the contrary, be valid for any adjournment of the meeting
as well as for the meeting to which it relates

92 Any corporation or corporation sole which is a member of the Company (in
this Article the grantor) may (in the case of a corporation, by resolution of its
directors or other governing body or by authority to be given under seal or under the
hand of an officer duly authorised by 1t) authorise such person as it thinks fit to act as
its representative at any meeting of the Company or at any separate meeting of the
holders of any class of shares A person so authorised shall be entitled to exercise the
same power on behalf of the grantor as the grantor could exercise if it were an
individual member of the Company, save that a director, the secretary or other person
authorised for the purpose by the secretary may require such person to produce a
certified copy of the resolution of authorisation or other authority before permitting
him to exercise his powers The grantor shall for the purposes of these Articles be
deemed to be present in person at any such meeting if a person so authorised 1s
present at it

93. A vote given or poll demanded 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 or demanding a poll 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 at least three hours before the
start of the meeting or adjourned meeting at which the vote is given or the poll

demanded or (in the case of a poll taken otherwise than on the same day as the

meeting or adjourned meeting) the time appointed for taking the poll
NUMBER OF DIRECTORS
94 Unless otherwise determined by ordinary resolution, the number of directors

(other than alternate directors) shall be not less than two but shall not be subject to
any maximum in number.

LON15273894/8 Page 18



COMPANY NO. 2075721

COMPANIES ACT 1985

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

of

LONDON STOCK EXCHANGE PLC

TT

Aso 02/06/2011 52
COMPANIES HOUSE

THURSDAY

LON15273894/8 (107328-0096)



SHARE CERTIFICATES

Members’ nights 15 Every member shall be entitled, without payment, to one certificate for all the

to certificates

Replacement
certificates

Company to
have hen on
shares

Enforcement of
hen by sate

Giving effect to
sale

Application of
proceeds

shares of each class held by him (and, on transferring a part of his holding of shares of
any class, to a certificate for the balance of his holding of shares). He may elect to
receive one or more additional certificates for any of his shares if he pays for every
certificate after the first a reasonable sum determined from time to time by the board

Every certificate shall

(a) be executed under the seal or otherwise in accordance with Article 142 or in
such other manner as the board may approve, and

(b) specify the number, class and distinguishing numbers (if any) of the shares to
which it relates and the amount or respective amounts paid up on the shares

The Company shall not be bound to issue more than one certificate for certificated
shares held jointly by more than one person and delivery of a certificate to one joint
holder shall be a sufficient delivery to all of them. Shares of different classes may not
be included in the same certificate

16 If a share certificate 1s defaced, worn out, lost or destroyed, it may be renewed
on such terms (if any) as to evidence and indemnity and payment of any exceptional
out-of-pocket expenses reasonably incurred by the Company in investigating evidence
and preparing the requisite form of indemnity as the board may determine but
otherwise free of charge, and (in the case of defacement or wearing out) on delivery
up of the old certificate

LIEN

17 The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys payable to the Company (whether presently payable
or not) in respect of that share The board may at any time (generally or in a
particular case ) waive any lien or declare any share to be wholly or in part exempt
from the provisions of this Article The Company's lien on a share shall extend to any
amount (including without limitation dividends) payable in respect of it

18 The Company may sell, in such manner as the board determines, any share on
which the Company has a hen if a sum in respect of which the lien exists 1s presently
payable and 1s not paid within 14 clear days after notice has been given to the holder
of the share, or to the person entitled to it by transmission, demanding payment and
stating that if the notice 1s not complied with the share may be sold

19 To give effect to that sale the board may authorise any person to execute an
instrument of transfer in respect of the share sold to, or in accordance with the
directions of, the buyer The buyer shall not be bound to see to the application of the
purchase money and his title to the share shall not be affected by any irregularity in or
invalidity of the proceedings 1n relation to the sale

20 The net proceeds of the sale, after payment of the costs, shall be applied in or
towards payment or satisfaction of so much of the sum in respect of which the lien

LON15273894/8 Page S



Redeemable
shares

Commissions

‘Trusts not
recognised

Method of
varying rights

When nights
deemed to be
varied

(a) all unissued shares for the time being in the capital of the Company shall be at
the disposal of the board, and

(b) the board may allot (with or without conferring a right of renunciation), grant
options over, or otherwise dispose of them to such persons on such terms and
conditions and at such times as it thinks fit

10 Subject to the provisions of the Companies Acts, and without prejudice to any
rights attached to any existing shares or class of shares, shares may be issued which
are to be redeemed or are to be hable to be redeemed at the option of the Company or
the holder on such terms and in such manner as may be provided by these Articles

11 The Company may exercise all powers of paying commissions or brokerage
conferred or permitted by the Companies Acts Subject to the provisions of the
Companies Acts, any such commission or brokerage may be satisfied by the payment
of cash or by the allotment of fully or partly paid shares or partly in one way and
partly in the other

12 Except as required by law, the Company shall recognise no person as holding
any share on any trust and (except as otherwise provided by these Articles or by law)
the Company shall not be bound by or recognise any interest in any share (or in any
fractional part of a share) except the holder's absolute right to the entirety of the share
(or fractional part of the share)

VARIATION OF RIGHTS

13 Subject to the provisions of the Companies Acts, if at any time the capital of
the Company 1s divided into different classes of shares, the rights attached to any
class may (unless otherwise provided by the terms of allotment of the shares of that
class) be varied or abrogated, whether or not the Company ts being wound up, either
with the consent in writing of the holders of three-quarters in nominal value of the
issued shares of the class or with the sanction of an extraordinary resolution passed at
a separate general meeting of the holders of the shares of the class (but not otherwise)

14 For the purposes of this Article, 1f at any time the capital of the Company is
divided into different classes of shares, unless otherwise expressly provided by the
rights attached to any share or class of shares, those nghts shall be deemed to be
varied by:

(a) the reduction of the capital paid up on that share or class of shares otherwise
than by a purchase or redemption by the Company of its own shares, and

(b) the allotment of another share ranking in priority for payment of a dividend or
in respect of capital or which confers on its holder voting rights more
favourable than those conferred by that share or class of shares,

but shall not be deemed to be varied by the creation or issue of another share ranking

equally with, or subsequent to, that share or class of shares or by the purchase or
redemption by the Company of its own shares.

LON15273894/8 Page 4



Gratuities and
pensions

Insurance

Directors not
hable to account

Section 719 of
the Act

(a) a general notice given to the board that a director 1s 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 1s 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 1s
unreasonable to expect him to have knowledge shall not be treated as an
interest of his

GRATUITIES, PENSIONS AND INSURANCE

127. The board may (by establishment of, or maintenance of, schemes or
otherwise) provide benefits, whether by the payment of gratuities or pensions or by
insurance or otherwise, for any past or present director or employee of the Company
or any of its subsidiary undertakings or any body corporate associated with, or any
business acquired by, any of them, and for any member of his family (including a
spouse and a former spouse) or any person who 1s or was dependent on him, and may
{as well before as after he ceases to hold such office or employment) contribute to any
fund and pay premiums for the purchase or provision of any such benefit

128 — Without prejudice to the provisions of Article 171, the board may exercise all
the powers of the Company to purchase and maintain insurance for or for the benefit
of any person who is or was

{a) a director, officer, or employee of the Company, or any body which 1s or was
the holding company or subsidiary undertaking of the Company, or in which
the Company or such holding company or subsidiary undertaking has or had
any interest (whether direct or indirect) or with which the Company or such
holding company or subsidiary undertaking 1s or was in any way allied or
associated, or

(b) a trustee of any pension fund in which employees of the Company or any
other body referred to in Article 128(a) 1s or has been interested,

including without limitation insurance against any hability incurred by such person in
respect of any act or omission in the actual or purported execution or discharge of his
duties or in the exercise or purported exercise of his powers or otherwise in relation to
his duties, powers or offices 1n relation to the relevant body or fund

129. No director or former director shall be accountable to the Company or the
members for any benefit provided pursuant to this Article. The receipt of any such
benefit shall not disqualify any person from being or becoming a director of the
Company

130 Pursuant to section 719 of the Act, the board is hereby authorised to make
such provision as may seem appropriate for the benefit of any persons employed or
formerly employed by the Company or any of its subsidiary undertakings in
connection with the cessation or the transfer of the whole or part of the undertaking of

LLON15273894/8 Page 25



Termination of
appointment to
executive office

Emoluments to
be determned
by the board

Directors may
contract with
the Company

Notification of
interests

Company and may enter into an agreement or arrangement with any director for his
employment by the Company or for the provision by him of any services outside the
scope of the ordinary duties of a director. Any such appointment, agreement or
arrangement may be made on such terms, including without limitation terms as to
remuneration, as the board determines The board may revoke or vary any such
appointment but without prejudice to any rights or claims which the person whose
appointment 1s revoked or varied may have against the Company because of the
revocation or variation.

123 Any appointment of a director to an executive office shall terminate if he
ceases to be a director but without prejudice to any rights or claims which he may
have against the Company by reason of such cessation A director appointed to an
executive office shall not cease to be a director merely because his appointment to
such executive office terminates

124 The emoluments of any director holding executive office for his services as
such shall be determined by the board, and may be of any descnption, including
without limitation admission to, or continuance of, membership of any scheme
(including any share acquisition scheme) or fund instituted or established or financed
or contributed to by the Company for the provision of pensions, life assurance or
other benefits for employees or their dependants, or the payment of a pension or other
benefits to him or his dependants on or after retirement or death, apart from
membership of any such scheme or fund

DIRECTORS' INTERESTS

125 Subject to the provisions of the Companies Acts, and provided that he has
disclosed to the board the nature and extent of any material interest of his, a director
notwithstanding his office

(a) may be a party to, or otherwise interested in, any transaction or arrangement
with the Company or in which the Company 1s otherwise interested,

(b) may act by himself or his firm in a professional capacity for the Company
(otherwise than as auditor) and he or his firm shall be entitled to remuneration
for professional services as 1f he were not a director,

(c) 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 1s otherwise
interested, and

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

126 For the purposes of Article 125

LON!5273894/8, Page 24



Table A

Definitions

COMPANY NO. 2075721

THE COMPANIES ACTS 1985 AND 1989

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
of
LONDON STOCK EXCHANGE PLC

(adopted by special resolution passed on 13 July 2006 and
amended by a special resolution passed on 12 May 2011)

PRELIMINARY

1 The regulations in Table A as in force at the date of the incorporation of the
Company shall not apply to the Company

2 In these Articles, except where the subject or context otherwise requires

Act means the Companies Act 1985 including any modification or re-enactment of it
for the time being 1n force;

Articles means these articles of association as altered from time to time by special
resolution,

auditors means the auditors of the Company;

the board means the directors or any of them acting as the board of directors of the
Company,

clear days in relation to the giving of a notice means the period excluding the day on
which a notice 1s given or deemed to be given and the day for which it 1s given or on
which it 1s to take effect,

Companies Acts has the meaning given by section 744 of the Act and includes any
enactment passed after those Acts which may, by virtue of that or any other such
enactment, be cited together with those Acts as the "Companies Acts" (with or
without the addition of an indication of the date of any such enactment),

director means a director of the Company,

LON15273894/8



Methods of
voting

Declaratron of
result

Chairman's
casting vote

Withdrawal of
demand for poll

Conduct of poll

such adjournment some members may be unable to be present at the adjourned
meeting Any such member may nevertheless execute a form of proxy for the
adjourned meeting which, if delivered by him to the chairman or the secretary, shall
be valid even though it 1s given at less notice than would otherwise be required by
these Articles. When a meeting ts adjourned for 30 days or more or for an indefinite
period, at least seven clear days' notice shall be given specifying the time and place of
the adjourned meeting and the general nature of the business to be transacted
Otherwise it shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting

72 A resolution put to the vote of a general meeting shall be decided on a show of
hands unless, before or on the declaration of the result of a vote on the show of hands
or on the withdrawal of any other demand for a poll, a poll is duly demanded Subject
to the provisions of the Companies Acts, a poll may be demanded by

(a) the chairman of the meeting, or

(b) at least five members present in person or by proxy having the right to vote at
the meeting, or

(c) any member or members present in person or by proxy representing not less
than one-tenth of the total voting rights of all the members having the right to
vote at the meeting, or

(d) any member or members present in person or by proxy holding shares
conferring a right to vote at the meeting being shares on which an aggregate
sum has been paid up equal to not less than one-tenth of the total sum paid up
on all the shares conferring that right.

A demand by a person as proxy for a member shall be the same as a demand by the
member

73 Unless a poll 1s duly demanded (and the demand 1s not withdrawn before the
poll is taken) a declaration by the chairman that a resolution has been carned or
carned unanimously, or by a particular majority, or lost, or not carned by a particular
majority shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against the resolution

74 In the case of an equality of votes, whether on a show of hands or on a poll,
the chairman shall be entitled to a casting vote in addition to any other vote he may
have

75 The demand for a poll may be withdrawn before the poll 1s taken, but only
with the consent of the chairman A demand so withdrawn shall not be taken to have
invalidated the result of a show of hands declared before the demand was made If
the demand for a poll 1s withdrawn, the chairman or any other member entitled may
demand a poll

76 Subject to Article 77, a poll shall be taken as the chairman directs and he may,
and shall if required by the meeting, appoint scrutineers (who need not be members)

LON15273894/8 Page 15



Record dates for
dividends, etc

Rights to spect
records

Detivery of
annual accounts

When notice
required to bein
writing

Method of
giving notice

Deemed receipt
of notice

RECORD DATES

158. Notwithstanding any other provision of these Articles, the Company or the
board may fix any date as the record date for any dividend, distribution, allotment or
issue, which may be on or at any time before or after any date on which the dividend,
distribution, allotment or issue 1s declared, paid or made

ACCOUNTS

159 No member shall (as such) have any nght to inspect any accounting records or
other book or document of the Company except as conferred by statute or authorised
by the board or by ordinary resolution of the Company or order of a court of
competent jurisdiction

160 A copy of the Company's annual accounts, together with a copy of the
directors’ report for that financial year and the auditors’ report on those accounts shall,
at least 21 clear days before the date of the meeting at which copies of those
documents are to be laid in accordance with the provisions of the Companies Acts, be
delivered or sent by post to every member and to every holder of the Company's
debentures of whose address the Company 1s aware, and to every other person who is
entitled to receive notice of meetings from the Company under the provisions of the
Compamies Acts or of these Articles or, in the case of joint holders of any share or
debenture, to one of the joint holders

NOTICES

161 Any notice to be given to or by any person pursuant to these Articles shall be
1n writing except that a notice calling a meeting of the board need not be in writing

162. The Company may serve or deliver any notice or other document on or to a
member either personally or by sending it by post in a prepaid envelope addressed to
the member at his registered address or by leaving 1t at that address In the case of
joint holders of a share, all notices or other documents shall be served on or delivered
to the joint holder whose name stands first in the register in respect of the joint
holding Any notice or other document so served or delivered shall be deemed for all
purposes sufficient service on or delivery to all the joint holders. A member whose
registered address 1s not within the United Kingdom and who gives to the Company
an address within the United Kingdom at which notices may be given to him shall be
entitled to have notices given to him at that address, but otherwise:

(a) no such member shall be entitled to receive any notice from the Company, and
(b) without prejudice to the generality of the foregoing, any notice of a general
meeting of the Company which 1s in fact given or purports to be given to such

members shall be ignored for the purpose of determining the validity of the
proceedings at such general meeting

163 A member present, ether in person or by proxy, at any meeting of the
Company or of the holders of any class of shares in the capital of the Company shall

LON! 5273894/8, Page 32



Notice to
persons entitled
by transmission

Transferees ete
bound by prior
notice

When notices by
post deemed
served

Power of
Company to
destroy
documents

be deemed to have received notice of the meeting and, where requisite, of the
purposes for which it was called

164. A notice or other document may be served or delivered by the Company on or
to the person or persons entitled by transmission to a share by sending or delivering it
in any manner authorised by these Articles for the service or delivery of a notice or
other document on or to a member, addressed to them by name, or by the title of
representative of the deceased, or trustee of the bankrupt or by any similar description
at the address, 1f any, in the United Kingdom supplied for that purpose by the person
or persons claiming to be so entitled. Until such an address has been supplied, a
notice or other document may be served or delivered in any manner in which it might
have been served or delivered if the death or bankruptcy or other event giving rise to
the transmission had not occurred.

165 Every person who becomes entitled to a share shall be bound by any notice in
respect of that share which, before his name is entered in the register, has been duly
given to a person from whom he dertves his title

166 Proof that an envelope containing a notice was properly addressed, prepaid
and posted shall be conclusive evidence that the notice was given A notice sent by
post shall be deemed to be given

(a) if sent by first class post from an address in the United Kingdom or another
country to another address in the United Kingdom or, as the case may be, that
other country, on the day following that on which the envelope containing it
was posted,

(b) if sent by airmail from an address in the United Kingdom to an address outside
the United Kingdom, on the third day following that on which the envelope
containing 1t was posted, and

(c) in any other case, on the second day following that on which the envelope
containing 1t was posted

DESTRUCTION OF DOCUMENTS
167 The Company shall be entitled to destroy

(a) all instruments of transfer of shares which have been registered, and all other
documents on the basis of which any entry 1s made in the register, at any time
after the expiration of six years from the date of registration,

(b) all dividend mandates, variations or cancellations of dividend mandates, and
notifications of change of address at any time after the expiration of two years
from the date of recording;

(c) all share certificates which have been cancelled at any time afier the expiration
of one year from the date of the cancellation,

LONI5273894/8, Page 33



Exercise by
Company of
voting rights

Committees of
the board

Local boards,
ete

Agents

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 board by
these Articles A meeting of the board at which a quorum 1s present may exercise all
powers exercisable by the board

111. The board may exercise the voting power conferred by the shares in any body
corporate held or owned by the Company in such manner in all respects as it thinks fit
(including without limitation the exercise of that power in favour of any resolution
appointing its members or any of them directors of such body corporate, or voting or
providing for the payment of remuneration to the directors of such body corporate)

DELEGATION OF POWERS OF THE BOARD

112 The board may delegate any of its powers to any committee consisting of one
or more directors The board may also delegate to any director holding any executive
office such of its powers as the board considers desirable to be exercised by him Any
such delegation shall, in the absence of express provision to the contrary in the terms
of delegation, be deemed to include authority to sub-delegate to one or more directors
(whether or not acting as a committee) or to any employee or agent of the Company
all or any of the powers delegated and may be made subject to such conditions as the
board may specify, and may be revoked or altered The board may co-opt on to any
such committee persons other than directors, who may enjoy voting mghts in the
committee The co-opted members shall be less than one-half of the total
membership of the committee and a resolution of any committee shall be effective
only if a majority of the members present are directors. Subject to any conditions
imposed by the board, the proceedings of a committee with two or more members
shall be governed by these Articles regulating the proceedings of directors so far as
they are capable of applying

113. The board may establish local or divisional boards or agencies for managing
any of the affairs of the Company, either in the United Kingdom or elsewhere, and
may appoint any persons to be members of the local or divisional boards, or any
managers or agents, and may fix their remuneration The board may delegate to any
local or divisional board, manager or agent any of the powers, authorities and
discretions vested in or exercisable by the board, with power to sub-delegate, and may
authorise the members of any local or divisional board, or any of them, to fill any
vacancies and to act notwithstanding vacancies Any appointment or delegation made
pursuant to this Article may be made on such terms and subject to such conditions as
the board may decide The board may remove any person so appointed and may
revoke or vary the delegation but no person dealing in good faith and without notice
of the revocation or variation shail be affected by it

114 The board may, by power of attorney or otherwise, appoint any person to be
the agent of the Company for such purposes, with such powers, authorities and
discretions (not exceeding those vested in the board) and on such conditions as the
board determines, including without limitation authority for the agent to delegate all
or any of his powers, authorities and discretions, and may revoke or vary such
delegation

LON15273894/8 Page 21



‘TRANSFER OF SHARES. .
Form and execution of transfer of certificated share .
Transfers of partly paid shares.

Invalid transfers of shares

Notice of refusal to register a
Suspension of registration ce anes
No fee payable on registration. ...  .....
Retention of transfers

TRANSMISSION OF SHARES : wees
Transmission . : : tke ke eee
Elections permitted . .. foe
Elections required. .. ee eee
Rights of persons entitled by transmission

ALTERATION OF SHARE CAPITAL. .
Alterations by ordinary resolution

WO CODD O © © cw 0 & 0

New shares subject to these Articles. .. eos oe ~ « 10
Fractions arising ae soa woe . 10
Power to reduce capital . . .. a toe - oo « 10
PURCHASE OF OWN SHARES wee ae wee . .10
Power to purchase own shares... . se ee : . 10
GENERAL MEETINGS .—. . soe : . 10
Types of general meeting cee bene wee ee 10
Class meetings see cee tee sen -. Tl
Convening general meetings .. ..  .. wena see .
NOTICE OF GENERAL MEETINGS . see . wow . Ll
Period of notice an . rn . fae 11
Recipients of notice . : oe . .: rs bl
Contents of notice general ..... .. oe : : ~ . 11
Contents of notice additional requirements . . . . » . 12
Article 61 arrangements . . . oe fee . .- 12
General meetings at more than one place woe .. - . 12
Interruption or adjournment where facilities inadequate. : . 12
Other arrangements for viewing and hearing proceedings . . . 12
Controlling level of attendance... see . . 13
Change 1n place and/or time of meeting . 13
Meaning of participate . ” 13
Accidental omission to give notice . eee re i)
PROCEEDINGS AT GENERAL MEETINGS... .... . - see ee 14
Quorum . se ee : ce ow ee 14
If quorum not present a woe : : . 14
Chairman : : woe : : se ee 14
Directors entitled to 0 speak . . . : oe 14
Adjournments chairman's powers : : . . 14
Adjournments: procedures .. . - : . . .14
Methods of voting. sees : . : . . 15
Declaration of result ... : wee : : 15S

LONI5S273894/8 107328-0198 Page 3



Extinction of
rights

Evidence of
forfeiture or
surrender

Form and
execution of
transfer of
certificated
share

Transfers of
partly pad
shares

Invalid transfers
of shares

Notice of refusal
to register

Suspension of
registration

33 The forfeiture of a share shall involve the extinction at the time of forfeiture of
all interest in and all clams and demands against the Company 1n respect of the share
and all other rights and liabilities incidental to the share as between the person whose
share 1s forfeited and the Company, except only those rights and habilities expressly
saved by these Articles, or as are given or imposed 1n the case of past members by the
Companies Acts

34. A statutory declaration by a director or the secretary that a share has been duly
forfeited or surrendered on a specified date shall be conclusive evidence of the facts
stated in it as against all persons claiming to be entitled to the share The declaration
shall (subyect if necessary to the execution of an instrument of transfer or transfer by
means of the relevant system, as the case may be) constitute a good title to the share
The person to whom the share is disposed of shall not be bound to see to the
application of the purchase money, if any, and his title to the share shall not be
affected by any irregularity in, or invalidity of, the proceedings in reference to the
forfeiture, surrender, sale, re-allotment or disposal of the share

TRANSFER OF SHARES

35 The instrument of transfer of a share may be 1n any usual form or in any other
form which the board may approve and shall be signed by or on behalf of the
transferor and, unless the share 1s fully paid, by or on behalf of the transferee An
instrument of transfer need not be under seal

36 The board may, in its absolute discretion and without giving any reason,
refuse to register the transfer of a share which 1s not fully paid, provided that the
refusal does not prevent dealings in shares in the Company from taking place on an
open and proper basis.

37 The board may also refuse to register the transfer of a share unless the
instrument of transfer

(a) 1s lodged, duly stamped (if stampable), at the office or at another place
appointed by the board accompanied by the certificate for the share to which it
relates and such other evidence as the board may reasonably require to show
the right of the transferor to make the transfer,

(b) 1s in respect of only one class of shares, and
(c) 1s in favour of not more than four transferees

38 If the board refuses to register a transfer of a share, it shall send the transferee
notice of its refusal within two months after the date on which the instrument of
transfer was lodged with the Company

39 The registration of transfers of shares or of transfers of any class of shares
may be suspended at such times and for such periods (not exceeding 30 days in any
year) as the board may determine

LON15273894/8 Page 8



New shares
subject to these
Articles

Frachons
arising,

Power to reduce
capital

Power to
purchase own
shares

‘Types of general
meeting,

(b) consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares,

(c) subject to the provisions of the Companies Acts, sub-divide its shares, or any
of them, into shares of smaller amount than 1s fixed by the Memorandum and
the resolution may determine that, as between the shares resulting from the
sub-division, any of them may have any preference or advantage as compared
with the others, and

(d) cancel shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person and diminish the amount of its share
capital by the amount of the shares so cancelled

47 All shares created by ordinary resolution pursuant to Article 46 shall be

(a) subject to all the provisions of these Articles including, without limitation,
provisions relating to payment of calls, lien, forfeiture, transfer and
transmission, and

(b) unclassified, unless otherwise provided by these Articles, by the resolution
creating the shares or by the terms of allotment of the shares

48 Whenever any fractions anse as a result of a consohdation or sub-division of
shares, the board may on behalf of the members deal with the fractions as it thinks fit
In particular, without limitation, the board may sell shares representing fractions to
which any members would otherwise become entitled to any person (including,
subject to the provisions of the Companies Acts, the Company) and distribute the net
proceeds of sale in due proportion among those members The board may authorise
some person to execute an instrument of transfer of the shares to, or in accordance
with the directions of, the buyer The buyer shall not be bound to see to the
application of the purchase moneys and his title to the shares shall not be affected by
any irregularity in, or invalidity of, the proceedings 1m relation to the sale

49. Subject to the provisions of the Companies Acts, the Company may by special
resolution reduce its share capital, capital redemption reserve and share premium
account in any way

PURCHASE OF OWN SHARES

50 Subject to and in accordance with the provisions of the Companies Acts and
without prejudice to any relevant special rights attached to any class of shares, the
Company may purchase any of its own shares of any class (including without
limitation redeemable shares) in any way and at any price (whether at par or above or
below par)

GENERAL MEETINGS

51. All general meetings of the Company other than annual general meetings shall
be called extraordinary general meetings. The board shall convene and the Company

1.0N15273894/8 Page 10





(a)

(b)

(©)

(d)

©

(f)

(g)

subject to the provisions of this Article, resolve to capitalise any undistributed
profits of the Company not required for paying any preferential dividend
(whether or not they are available for distribution) or any sum standing to the
credit of any reserve or other fund, mcluding without limitation the Company's
share premium account and capital redemption reserve, if any,

appropriate the sum resolved to be capitalised to the members or any class of
members on the record date specified in the relevant resolution who would
have been entitled to it if 1t were distributed by way of dividend and in the
same proportions;

apply that sum on their behalf either in or towards paying up the amounts, 1f
any, for the time being unpaid on any shares held by them respectively, or in
paying up in full unissued shares, debentures or other obligations of the
Company of a nominal amount equal to that sum but the share premium
account, the capital redemption reserve, and any profits which are not
available for distribution may, for the purposes of this Article, only be applied
1n paying up unissued shares to be allotted to members credited as fully paid,

allot the shares, debentures or other obligations credited as fully paid to those
members, or as they may direct, in those proportions, or partly in one way and
partly in the other,

where shares or debentures become, or would otherwise become, distributable
under this Article in fractions, make such provision as they think fit for any
fractional entitlements including without limitation authorising their sale and
transfer to any person, resolving that the distribution be made as nearly as
practicable mm the correct proportion but not exactly so, ignoring fractions
altogether or resolving that cash payments be made to any members 1n order to
adjust the nghts of all parties,

authorise any person to enter into an agreement with the Company on behalf
of all the members concerned providing for either:

(1) the allotment to the members respectively, credited as fully paid, of
any shares, debentures or other obligations to which they are entitled
on the capitalisation; or

(ii) the payment up by the Company on behalf of the members of the
amounts, or any part of the amounts, remaining unpaid on their
existing shares by the application of their respective proportions of the
sum resolved to be capitalised,

and any agreement made under that authority shall be binding on all such
members, and

generally do all acts and things required to give effect to the ordinary
resolution

LON15273894/8 Page 31



Separate
resolutions on
appointment

Additional
powers of the
Company

Appointment by
board

Age lt

Residency of
chairman

Vacation of
office as
chairman

Ordinarily
resident in the
United Kingdom

No share
qualification

Power to
appoint
alternates

APPOINTMENT AND RETIREMENT OF DIRECTORS

95 Except as otherwise authorised by the Companies Acts, the appointment of
any person proposed as a director shall be effected by a separate resolution

96 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 additional director. The
appointment of a person to fill a vacancy or as an additional director shall take effect
from the end of the meeting

97 The board may appoint a person who 1s willing to act to be a director, either to
fill a vacancy or as an additional director and in either case whether or not for a fixed
term, provided that the appointment does not cause the number of directors to exceed
the number, if any, fixed by or in accordance with these Articles as the maximum
number of directors

98 No person shall be disqualified from being appointed or re-appointed a
director, and no director shall be required to vacate that office, by reason only of the
fact that he has attained the age of 70 years or any other age nor shall it be necessary
by reason of his age to give special notice under the Companies Acts of any
resolution Where the board convenes any general meeting of the Company at which
{to the knowledge of the board) a director will be proposed for appointment or re-
appointment who at the date for which the meeting is convened will have attained the
age of 70 or more, the board shall give notice of his age in years in the notice
convening the meeting or in any document accompanying the notice, but the
accidental omission to do so shall not invalidate any proceedings, or any appointment
or re-appointment of that director, at that meeting.

99 No person may be appointed to the office of chairman unless he 1s ordinarily
resident in the United Kingdom

100 If any chairman (having fulfilled the requirements of Article 99 on
appointment) ceases to be ordinarily resident in the Umited Kingdom, his office as
chairman, but not his office as director, shall thereupon be vacated

101 For the purposes of Articles 99 and 0, a person shall be ordinarily resident in
the United Kingdom 1f he spends the majority of his time in the United Kingdom

102. A director shall not be required to hold any shares in the capital of the
Company by way of qualification

ALTERNATE DIRECTORS

103 Any director (other than an alternate director) may appoint any other director,
or any other person approved by resolution of the board and willing to act, to be an
alternate director and may remove from office an alternate director so appointed by
him

LON15273894/8 Page 19



CONTENTS

CLAUSE PAGE

PRELIMINARY
Table A
Definitions .
Construction

SHARE CAPITAL.
Share capital bone
Shares with special rights .
Section 80 authority
Section 89 disapplication .
Allotment after expiry. .
Residual allotment powers
Redeemable shares .... .
Commissions .
Trusts not recognised ..

VARIATION OF RIGHTS eee . aoe
Method of varying rights. .  .... see eee
When rights deemed to be varied. . .

SHARE CERTIFICATES . :
Members’ rights to certificates
Replacement certificates .

LIEN . :
Company to have lien on shares
Enforcement of lien by sale
Giving effect to sale
Application of proceeds

CALLS ON SHARES .
Power to make calls
Time when call made
Liability of joint holders .
Interest payable ..
Deemed calls
Differentiation on calls .
Payment of calls in advance

FORFEITURE AND SURRENDER .
Notice requiring payment of call . .
Forfeiture for non-compliance
Sale of forfeited shares
Liability following forfeiture
Surrender :

Extinction of nghts
Evidence of forfeiture or surrender

COHIAWBIYVAINY DADADAADA UVYHoUUY UHH FEL ABRAWDHYLYWLYWYW NEE

1 ON15273894/8 107328-0198



Resolutions in
writing

Meetings by
telephone, ete

Directors’ power
to vote on
contracts in
which they are
interested

Appointment
and removal of
secretary

Minutes
required to be
kept

Conclusiveness
of minutes

136 A resolution in writing signed by all the directors entitled to receive notice of
a meeting of the board or of a committee of the board (not being less than the number
of directors required to form a quorum of the board) shall be as valid and effectual as
if 1t had been passed at a meeting of the board or (as the case may be) a committee of
the board duly convened and held For this purpose.

(a) a resolution may consist of several documents to the same effect each signed
by one or more directors,

(b) a resolution signed by an alternate director need not also be signed by his
appointor; and

(c) a resolution signed by a director who has appointed an alternate director need
not also be signed by the alternate director in that capacity

137 Without prejudice to the first sentence of Article 131, a person entitled to be
present at a meeting of the board or of a committee of the board shall be deemed to be
present for all purposes if he is able (directly or by telephonic communication) to
speak to and be heard by all those present or deemed to be present simultaneously A
director so deemed to be present shall be entitled to vote and be counted in a quorum
accordingly Such a meeting shall be deemed to take place where it 1s convened to be
held or (if no director 1s present in that place) where the largest group of those
participating 1s assembled, or, 1f there is no such group, where the chairman of the
meeting 1s The word meeting in these Articles shall be construed accordingly

138 Except as otherwise provided by these Articles, a director may vote at a
meeting of the board or a committee of the board on any resolution of the board
concerning a matter in which he has an interest.

SECRETARY

139 Subject to the provisions of the Companies Acts, the secretary shall be
appointed by the board for such term, at such remuneration and on such conditions as
it may think fit Any secretary so appointed may be removed by the board, but
without prejudice to any claim for damages for breach of any contract of service
between him and the Company

MINUTES
140 The board shall cause minutes to be made in books kept for the purpose of
(a) all appointments of officers made by the board, and
(b) all proceedings at meetings of the Company, the holders of any class of shares
in the capital of the Company, the board and committees of the board,

including the names of the directors present at each such meeting

141 Any such minutes, if purporting to be signed by the chairman of the meeting
to which they relate or of the meeting at which they are read, shall be sufficient

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Offices
including the
title "director"

Disqualification
asa director

115

The board may appoint any person to any office or employment having a

designation or title including the word "director" or attach to any existing office or
employment with the Company such a designation or title and may terminate any
such appointment or the use of any 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 the holder 1s a director of the Company, and the holder shall not thereby be
empowered in any respect to act as, or be deemed to be, a director of the Company for
any of the purposes of these Articles

116

(a)

(b)

(©)

(d)

(e)

(f)

DISQUALIFICATION AND REMOVAL OF DIRECTORS
The office of a director shall be vacated if:

he ceases to be a director by virtue of any provisions of the Companies Acts or
these Articles or he becomes prohibited by law from being a director, or

he becomes bankrupt or makes any arrangement or composition with his
creditors generally or shall apply to the court for an interim order under
section 253 of the Insolvency Act 1986 in connection with a voluntary
arrangement under that Act; or

he 1s, or may be, suffering from mental disorder and either.

(i) he 1s admitted to hospital in pursuance of an application for admission
for treatment under the Mental Health Act 1983 or, in Scotland, an
application for admission under the Mental Health (Scotland) Act
1984, or

(1) an order 1s made by a court having jurisdiction (whether in the United
Kingdom or elsewhere) 1n matters concerning mental disorder for his
detention or for the appointment of a receiver, curator bonis or other
person to exercise powers with respect to his property or affairs, or

he resigns his office by notice to the Company or, having been appointed for a
fixed term, the term expires, or

he has been absent for more than six consecutive months without permission
of the board from meetings of the board held during that period and his
alternate director (if any) has not attended 1n his place during that period and
the board resolves that his office be vacated, or

he 1s requested to resign in writing by not less than three quarters of the other
directors In calculating the number of directors who are required to make
such a request to the director, (1) an alternate director appointed by him acting
in his capacity as such shall be excluded, and (11) a director and any alternate
director appointed by him and acting 1n his capacity as such shall constitute a
single director for this purpose, so that the signature of either shall be
sufficient

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Power to make
calls

‘Time when call
made

Liabihty of sont
holders

Interest payable

Deemed calls

Differentiation
on calls

Payment of calts
in advance

exists as 1s presently payable. Any residue shall (on surrender to the Company for
cancellation of the certificate in respect of the share sold and subject to a like hen for
any moneys not presently payable as existed on the share before the sale) be paid to
the person entitled to the share at the date of the sale

CALLS ON SHARES

21 Subject to the terms of allotment, the board may from time to time make calls
on the members in respect of any moneys unpaid on their shares (whether in respect
of nominal value or premium) Each member shail (subject to receiving at least 14
clear days' notice specifymg when and where payment 1s to be made) pay to the
Company the amount called on his shares as required by the notice. A call may be
required to be paid by instalments A call may be revoked in whole or part and the
time fixed for payment of a call may be postponed in whole or part as the board may
determine A person on whom a call is made shall remain liable for calls made on
him even if the shares in respect of which the call was made are subsequently
transferred

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

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

24. If a call or any instalment of a call remains unpaid in whole or in part after it
has become due and payable the person from whom it 1s due and payable shall pay
interest on the amount unpaid from the day it became due and payable until it 1s paid
Interest shall be paid at the rate fixed by the terms of allotment of the share or in the
notice of the call or, 1f no rate 1s fixed, the rate determined by the board, not
exceeding 15 per cent per annum, or, if higher, the appropriate rate (as defined by the
Act), but the board may in respect of any individual member waive payment of such
interest wholly or in part

25 An amount payable in respect of a share on allotment or at any fixed date,
whether in respect of nominal value or premium or as an instalment of a call, shall be
deemed to be a call duly made and notified and payable on the date so fixed or in
accordance with the terms of the allotment. If it 1s not paid the provisions of these
Articles shall apply as if that amount had become due and payable by virtue of a call
duly made and notified

26 Subject to the terms of allotment, the board may make arrangements on the
issue of shares for a difference between the allottees or holders in the amounts and
times of payment of calls on their shares

27 The board may, if it thinks fit, receive from any member all or any part of the
moneys uncalled and unpaid on any share held by him Such payment in advance of
calls shall extinguish the hability on the share in respect of which it 1s made to the
extent of the payment The Company may pay on all or any of the moneys so
advanced (until they would but for such advance become presently payable) interest
at such rate agreed between the board and the member not exceeding (unless the

LON15273894/8 Page 6



No fee payable
on registration

Retention of
transfers

Transmission

Elections
permitted

Elections
required

Rights of
persons entitled
by transmission

Alterations by
ordinary
resolution

40 No fee shall be charged for the registration of any instrument of transfer or
other document relating to or affecting the title to a share.

41 The Company shall be entitled to retain an instrument of transfer which is
registered, but an instrument of transfer which the board refuses to register shall be
returned to the person lodging it when notice of the refusal is given

TRANSMISSION OF SHARES

42. If a member dies, the survivor or survivors where he was a joint holder, and
his personal representatives where he was a sole holder or the only survivor of joint
holders, shall be the only persons recognised by the Company as having any title to
his interest Nothing in these Articles shall release the estate of a deceased member
(whether a sole or jomt holder) from any liability in respect of any share held by him

43 A person becoming entitled by transmission to a share may, on production of
any evidence as to his entitlement properly required by the board, elect either to
become the holder of the share or to have another person nominated by him registered
as the transferee If he elects to become the holder he shall give notice to the
Company to that effect If he elects to have another person registered, he shall
execute an instrument of transfer of the share to that person All the provisions of
these Articles relating to the transfer of shares apply to that notice or instrument of
transfer as if 1t were an instrument of transfer executed by the member and the death
or bankruptcy of the member or other event giving rise to the transmission had not
occurred

44 The board may at any time give notice requiring any such person to elect
either to be registered himself or to transfer the share If the notice 1s not complied
with within 60 days, the board may after the expiry of that period withhold payment
of all dividends or other moneys payable in respect of the share until the requirements
of the notice have been complied with

45 A person becoming entitled by transmission to a share shall, on production of
any evidence as to his entitlement properly required by the board and subject to the
requirements of Article 43 and Article 44, have the same nghts in relation to the share
as he would have had 1f he were the holder of the share, subject to Article 153. That
person may give a discharge for all dividends and other moneys payable in respect of
the share, but he shall not, before being registered as the holder of the share, be
entitled in respect of it to receive notice of, or to attend or vote at, any meeting of the
Company or to receive notice of or to attend or vote at any separate meeting of the
holders of any class of shares 1n the capital of the Company

ALTERATION OF SHARE CAPITAL
46. The Company may by ordinary resolution

(a) increase its share capital by such sum to be divided into shares of such amount
as the resolution prescribes,

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