THE COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

(Adopted by Special Resolution on 59 May 202416) No. 714275

1



CONTENTS

Article Page

PRELIMINARY 7

1 Standard regulations do not apply 7

2 Interpretation 7

3 Objects 9

4 Limited liability 9

SHARE CAPITAL 10

5 Rights attached to shares 10

6 Allotment (etc.) of shares 10

7 Authority to allot shares and grant rights 10

8 Disapplication of pre-emption rights 10

9 Power to pay commission 11

10 Power to alter share capital 11

11 Power to issue redeemable shares 11

12 Power to purchase own shares 12

13 Power to reduce capital 12

14 Trusts not recognised 12

UNCERTIFICATED SHARES - GENERAL POWERS 12

15 Uncertificated shares - general powers 12

VARIATION OF RIGHTS 13

16 Variation of rights 13

TRANSFERS OF SHARES 13

17 Right to transfer shares 13

18 Transfers of uncertificated shares 13

19 Transfers of certificated shares 13

20 Other provisions relating to transfers 14

21 Notice of refusal 14

TRANSMISSION OF SHARES 14

22 Transmission on death 14

23 Election of person entitled by transmission 14

24 Rights of person entitled by transmission 15

DISCLOSURE OF INTERESTS IN SHARES 15

25 Disclosure of interests in shares 15

GENERAL MEETINGS 16

26 General meetings 16

27 Meeting at more than one place or in more than one format 17

28 Annual general meetings 18

29 Convening of general meetings other than annual general meetings 18

30 Separate general meetings 18

NOTICE OF GENERAL MEETINGS 18

31 Length, form and content of notice 18

32 Omission or non-receipt of notice 18

33 Postponement of general meetings 19

PROCEEDINGS AT GENERAL MEETINGS 19

34 Quorum 19

35 Security 19

36 Chair 20

37 Right to attend and speak 20

38 Resolutions and amendments 20

39 Adjournment 21

40 Method of voting and demand for poll 21

41 How poll is to be taken 22

42 Validity of meeting 23

VOTES OF MEMBERS 23

43 Voting rights 23

44 Representation of corporations 23

45 Voting rights of joint holders 23

46 Voting rights of members incapable of managing their affairs 24

47 Voting rights suspended where sums overdue 24

48 Objections to admissibility of votes 24

PROXIES 24

49 Proxies 24

50 Appointment of proxy 24

51 Receipt of proxy 25

52 Notice of revocation of authority etc. 25

DIRECTORS 26

53 Number of directors 26

54 Directors need not be members 26

ELECTION, APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 26

55 Election of directors by the Company 26

56 Separate resolutions for election of each director 26

57 The board's power to appoint directors 26

58 Retirement of directors 26

59 Removal of directors 27

60 Vacation of office of director 27

61 Executive directors 27

REMUNERATION, EXPENSES, PENSIONS AND OTHER BENEFITS 28

62 Directors' fees 28

63 Special remuneration 28

64 Expenses 28

65 Pensions and other benefits 28

POWERS OF THE BOARD 29

66 General powers of the board to manage the Company's business 29

67 Power to act notwithstanding vacancy 29

68 Provisions for employees 29

69 Power to borrow money 29

70 Power to change the name of the Company 31

DELEGATION OF BOARD'S POWERS 32

71 Delegation to individual directors 32

72 Committees 32

73 Local boards 32

74 Powers of attorney 32

DIRECTORS' INTERESTS 32

75 Directors' interests other than in relation to transactions or arrangements with the Company 32

76 Declaration of interests other than in relation to transactions or arrangements with the Company 33

77 Declaration of interests in a proposed transaction or arrangement with the Company 33

78 Declaration of interest in an existing transaction or arrangement with the Company 33

79 Provisions applicable to declarations of interest 34

80 Directors' interests and voting 34

PROCEEDINGS OF THE BOARD 36

81 Board meetings 36

82 Notice of board meetings 36

83 Quorum 37

84 Chair or deputy chair to preside 37

85 Competence of board meetings 37

86 Voting 37

87 Telephone/electronic board meetings 37

88 Resolutions without meetings 37

89 Validity of acts of directors in spite of formal defect 38

90 Minutes 38

SECRETARY 38

91 Secretary 38

SHARE CERTIFICATES 38

92 Issue of share certificates 38

93 Charges for and replacement of certificates 38

LIEN ON SHARES 39

94 Lien on partly paid shares 39

95 Enforcement of lien 39

CALLS ON SHARES 39

96 Calls 39

97 Interest on calls 40

98 Sums treated as calls 40

99 Power to differentiate 40

100 Payment of calls in advance 40

FORFEITURE OF SHARES 40

101 Notice of unpaid calls 40

102 Forfeiture on non-compliance with notice 40

103 Power to annul forfeiture or surrender 41

104 Disposal of forfeited or surrendered shares 41

105 Arrears to be paid notwithstanding forfeiture or surrender 41

SEAL 41

106 Seal 41

DIVIDENDS 42

107 Declaration of dividends by the Company 42

108 Fixed and interim dividends 42

109 Calculation and currency of dividends 42

110 Method of payment 42

111 Dividends not to bear interest 43

112 Calls or debts may be deducted from dividends 43

113 Unclaimed dividends etc. 44

114 Uncashed dividends 44

115 Dividends in specie 44

116 Scrip dividends 44

CAPITALISATION OF RESERVES 45

117 Capitalisation of reserves 45

118 Capitalisation of reserves - employees' share schemes 47

RECORD DATES 47

119 Fixing of record dates 47

ACCOUNTS 48

120 Accounting records 48

COMMUNICATIONS 48

121 Communications to the Company 48

122 Communications by the Company 48

123 Communication during suspension or curtailment of postal services 48

124 When communication is deemed received 49

125 Record date for communications 49

126 Communication to person entitled by transmission 49

127 Returned notices 50

UNTRACED MEMBERS 50

128 Sale of shares of untraced members 50

DESTRUCTION OF DOCUMENTS 51

129 Destruction of documents 51

WINDING UP 52

130 Powers to distribute in specie 52

INDEMNITY AND INSURANCE, ETC. 52

131 Directors' indemnity, insurance and defence 52

PRELIMINARY 7

1 Standard regulations do not apply 7

2 Interpretation 7

3 Objects 10

4 Limited liability 10

SHARE CAPITAL 11

5 Rights attached to shares 11

6 Allotment (etc.) of shares 11

7 Authority to allot shares and grant rights 11

8 Dis-application of pre-emption rights 11

9 Power to pay commission 12

10 Power to alter share capital 12

11 Power to issue redeemable shares 13

12 Power to purchase own shares 13

13 Power to reduce capital 13

14 Trusts not recognised 13

UNCERTIFICATED SHARES - GENERAL POWERS 13

15 Uncertificated shares - general powers 13

VARIATION OF RIGHTS 14

16 Variation of rights 14

TRANSFERS OF SHARES 14

17 Right to transfer shares 14

18 Transfers of uncertificated shares 14

19 Transfers of certificated shares 14

20 Other provisions relating to transfers 15

21 Notice of refusal 15

TRANSMISSION OF SHARES 15

22 Transmission on death 15

23 Election of person entitled by transmission 16

24 Rights of person entitled by transmission 16

DISCLOSURE OF INTERESTS IN SHARES 16

25 Disclosure of interests in shares 16

GENERAL MEETINGS 18

26 General meetings 18

27 Meeting at more than one place or in more than one format 18

28 Annual general meetings 19

29 Convening of general meetings other than annual general meetings 19

30 Separate general meetings 19

NOTICE OF GENERAL MEETINGS 19

31 Length and form of notice 19

32 Omission or non-receipt of notice 21

33 Postponement of general meetings 21

PROCEEDINGS AT GENERAL MEETINGS 21

34 Quorum 21

35 Security 22

36 Chair 22

37 Right to attend and speak 22

38 Resolutions and amendments 23

39 Adjournment 24

40 Method of voting and demand for poll 24

41 How poll is to be taken 25

42 Validity of meeting 26

VOTES OF MEMBERS 26

43 Voting rights 26

44 Representation of corporations 26

45 Voting rights of joint holders 26

46 Voting rights of members incapable of managing their affairs 27

47 Voting rights suspended where sums overdue 28

48 Objections to admissibility of votes 28

PROXIES 28

49 Proxies 28

50 Appointment of proxy 28

51 Receipt of proxy 29

52 Notice of revocation of authority etc. 29

DIRECTORS 30

53 Number of directors 30

54 Directors need not be members 30

ELECTION, APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 30

55 Election of directors by the Company 30

56 Separate resolutions for election of each director 30

57 The board's power to appoint directors 30

58 Retirement of directors 30

59 Removal of directors 31

60 Vacation of office of director 31

61 Executive directors 31

REMUNERATION, EXPENSES, PENSIONS AND OTHER BENEFITS 33

62 Directors' fees 33

63 Special remuneration 33

64 Expenses 33

65 Pensions and other benefits 33

POWERS OF THE BOARD 34

66 General powers of the board to manage the Company's business 34

67 Power to act notwithstanding vacancy 34

68 Provisions for employees 34

69 Power to borrow money 34

DELEGATION OF BOARD'S POWERS 37

70 Power to change the name of the Company 37

71 Delegation to individual directors 37

72 Committees 37

73 Local boards 37

74 Powers of attorney 37

DIRECTORS' INTERESTS 38

75 Directors' interests other than in relation to transactions or arrangements with the Company 38

76 Declaration of interests other than in relation to transactions or arrangements with the Company 38

77 Declaration of interests in a proposed transaction or arrangement with the Company 39

78 Declaration of interest in an existing transaction or arrangement with the Company 39

79 Provisions applicable to declarations of interest 39

80 Directors' interests and voting 40

PROCEEDINGS OF THE BOARD 43

81 Board meetings 43

82 Notice of board meetings 43

83 Quorum 43

84 Chair or deputy chair to preside 43

85 Competence of board meetings 43

86 Voting 43

87 Telephone/electronic board meetings 43

88 Resolutions without meetings 44

89 Validity of acts of directors in spite of formal defect 44

90 Minutes 44

SECRETARY 44

91 Secretary 44

SHARE CERTIFICATES 44

92 Issue of share certificates 44

93 Charges for and replacement of certificates 45

LIEN ON SHARES 45

94 Lien on partly paid shares 45

95 Enforcement of lien 45

CALLS ON SHARES 46

96 Calls 46

97 Interest on calls 46

98 Sums treated as calls 46

99 Power to differentiate 46

100 Payment of calls in advance 46

FORFEITURE OF SHARES 47

101 Notice of unpaid calls 47

102 Forfeiture on non-compliance with notice 47

103 Power to annul forfeiture or surrender 47

104 Disposal of forfeited or surrendered shares 47

105 Arrears to be paid notwithstanding forfeiture or surrender 47

SEAL 48

106 Seal 48

DIVIDENDS 48

107 Declaration of dividends by the Company 48

108 Fixed and interim dividends 48

109 Calculation and currency of dividends 48

110 Method of payment 49

111 Dividends not to bear interest 50

112 Calls or debts may be deducted from dividends 50

113 Unclaimed dividends etc. 50

114 Uncashed dividends 50

115 Dividends in specie 51

116 Scrip dividends 51

CAPITALISATION OF RESERVES 52

117 Capitalisation of reserves 52

118 Capitalisation of reserves - employees' share schemes 53

RECORD DATES 54

119 Fixing of record dates 54

ACCOUNTS 54

120 Accounting records 54

COMMUNICATIONS 54

121 Communications to the Company 54

122 Communications by the Company 55

123 Communication during suspension or curtailment of postal services 55

124 When communication is deemed received 55

125 Record date for communications 56

126 Communication to person entitled by transmission 56

127 Returned notices 56

UNTRACED MEMBERS 57

128 Sale of shares of untraced members 57

DESTRUCTION OF DOCUMENTS 60

129 Destruction of documents 60

WINDING UP 61

130 Powers to distribute in specie 61

INDEMNITY AND INSURANCE, ETC 61

131 Directors' indemnity, insurance and defence 61

Company number 714275

THE COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

IMI plc

(adopted by special resolution passed on 59 May 202416)

PRELIMINARY 1 Standard regulations do not apply

None of the regulations in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (or any amendments thereto) or the model articles for public companies set out in Schedule 3 to the Companies (Model Articles) Regulations 2008 (or any amendments thereto) shall apply to the Company.

2 Interpretation

(a) In these articles, unless the contrary intention appears:

(i) the following definitions apply:

these articles means these articles of association, as from time to time altered;

board means the board of directors for the time being of the Company;

CA 2006 means the Companies Act 2006 as in force from time to time;

clear days means, in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

a combined physical and electronic general meeting means a general meeting held or conducted at one or more physical venues in such a way that allows persons who may not be physically present together to communicate with each other any information or opinions they may have on any particular item of business of the meeting;

committee means a committee of the board;

the Company means IMI plc;

director means a director for the time being of the Company;

Disclosure Guidance and Transparency Rules means the disclosure guidance and transparency rules for the time being in force, as published by the Financial ServicesConduct Authority in its Handbook of Rules and Guidancethe Financial Conduct Authority Handbook;

electronic address has the same meaning as in the CA 2006;

electronic form has the same meaning as in the CA 2006;

electronic means has the same meaning as in the CA 2006;

electronic signature has the same meaning as in the Electronic Communications Act 2000;

hard copy form has the same meaning as in the CA 2006;

holder in relation to any sharemeans the member whose name is entered in the register as the holder of that share;

office means the registered office for the time being of the Company;

paid up means paid up or credited as paid up;

person entitled by transmission means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;

a physical general meeting means a general meeting held or conducted at one or more physical venues (at which facilities are not available to allow for persons who are not at such physical venue to attend or participate in the meeting electronically);

a proxy notification address means the address or addresses (including any electronic address) specified in a notice of a meeting or in any other information issued by the Company in relation to a meeting (or, as the case may be, an adjourned meeting or a poll) for the receipt of proxy notices relating to that meeting (or adjourned meeting or poll) or, if no such address is specified, the office;

register means either or both of the issuer register of members and the Operator register of members;

relevant system means a computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument, pursuant to the Uncertificated Securities Regulations 2001 or any relevant regulations made pursuant to the CA 2006;

seal means any common seal of the Company or any official seal or securities seal which the Company may have or be permitted to have under the Statutes;

secretary means the secretary of the Company or, if there are joint secretaries, any of the joint secretaries and includes an assistant or deputy secretary and any person appointed by the board to perform any of the duties of the secretary of the Company;

Statutes means the CA 2006, the Uncertificated Securities Regulations 2001 and every other statute, statutory instrument, regulation or order for the time being in force concerning the Company; and

treasury shares means those shares held by the Company in treasury in accordance with section 724 of the CA 2006.; and

UKLA means the UK Listing Authority;

(ii) any reference to an uncertificated share, or to a share being held in uncertificated form, means a share title to which may be transferred by means of a relevant system, and any reference to a certificated share means any share other than an uncertificated share;

(iii) any other words or expressions defined in the CA 2006 or, if not defined in the CA 2006, in any other of the Statutes (in each case as in force on the date of adoption of these articles) have the same meaning in these articles except that the word company includes any body corporate;

(iv) any reference in these articles to any statute or statutory provision includes a reference to any modification or re-enactment of it for the time being in force;

(v) words importing the singular number include the plural number and vice versa, words importing one gender include the other gender and words importing persons include bodies corporate and unincorporated associations;

(vi) any reference to writing includes a reference to any method of reproducing words in a legible form;

(vii) any reference to a document being sealed or executed under seal or under the common seal of any body corporate (including the Company) or any similar expression includes a reference to its being executed in any other manner which has the same effect as if it were executed under seal;

(viii) any reference to a meeting shall not be taken as requiring more than one person to be present in person if any quorum requirement can be satisfied by one person;

(ix) any reference to a show of hands includes such other method of casting votes as the board may from time to time approve;

(x) any reference to a person who is attending or participating in a meeting electronically is a reference to a person whose attendance or participation at that meeting is enabled by a facility or facilities (whether electronic or otherwise), other than physical presence at a general meeting, which allows persons who may not be physically present together to communicate with each other any information or opinions they may have on any particular item of business of the meeting; electronic attendance and participation shall be construed accordingly;

(xi) where the Company has a power of sale or other right of disposal in relation to any share, any reference to the power of the Company or the board to authorise a person to transfer that share to or as directed by the person to whom the share has been sold or disposed of shall, in the case of an uncertificated share, be deemed to include a reference to such other action as may be necessary to enable that share to be registered in the name of that person or as directed by himthat person; and

(xii) any reference to:

(A) rights attaching to any share;

(B) members having a right to attend and vote at general meetings of the Company;

(C) dividends being paid, or any other distribution of the Company's assets being made, to members; or

(D) interests in a certain proportion or percentage of the issued share capital, or any class of share capital,

shall, unless otherwise expressly provided by the Statutes, be construed as though any treasury shares held by the Company had been cancelled.

(b) Subject to the Statutes, a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under these articles.

(c) Headings to these articles are inserted for convenience only and shall not affect construction.

3 Objects

Nothing in these articles shall constitute a restriction on the objects of the Company to do (or omit to do) any act and, in accordance with section 31(1) of the CA 2006, the Company's objects are unrestricted.

4 Limited liability

The liability of the members is limited to the amount, if any, unpaid on the shares in the Company respectively held by them.

SHARE CAPITAL 5 Rights attached to shares

Subject to the Statutes and to the rights conferred on the holders of any other shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution is in effect or so far as the resolution does not make specific provision, as the board may decide.

6 Allotment (etc.) of shares

Subject to the Statutes, these articles and any resolution of the Company, the board may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise deal with or dispose of any shares to such persons, at such times and generally on such terms as the board may decide.

7 Authority to allot shares and grant rights

The Company may from time to time pass an ordinary resolution referring to this article and authorising, in accordance with section 551 of the CA 2006, the board to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company and:

(a) on the passing of the resolution the board shall be generally and unconditionally authorised to allot such shares or grant such rights up to the maximum nominal amount specified in the resolution; and

(b) unless previously revoked the authority shall expire on the day specified in the resolution (not being more than five years from the date on which the resolution is passed),

but any authority given under this article shall allow the Company, before the authority expires, to make an offer or agreement which would or might require shares to be allotted or rights to be granted after it expires.

8 Dis-application of pre-emption rights

(a) Subject (other than in relation to the sale of treasury shares) to the board being generally authorised to allot shares and grant rights to subscribe for or to convert any security into shares in the Company in accordance with section 551 of the CA 2006, the Company may from time to time resolve, by a special resolution referring to this article, that the board be given power to allot equity securities for cash and, on the passing of the resolution, the board shall have power to allot (pursuant to that authority) equity securities for cash as if section 561 of the CA 2006 did not apply to the allotment but that power shall be limited to:

(i) the allotment of equity securities in connection with a pre-emptive offerrights issue; and

(ii) the allotment (other than in connection with a pre-emptive offerrights issue) of equity securities having a nominal amount not exceeding in aggregate the sum specified in the special resolution,

and unless previously revoked, that power shall (if so provided in the special resolution) expire on the date specified in the special resolution of the Company. The Company may before the power expires make an offer or agreement which would or might require equity securities to be allotted after it expires.

(b) For the purposes of this article:

(i) equity securities and ordinary shares have the meanings given in section 560 of the CA 2006;

(ii) rights issuepre-emptive offer means an offer or issue of equity securities open for acceptance for a period fixed by the board to or in favour of holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings and holders of other equity securities if this is required by the rights of those securities, or, if the directors consider it necessary, as permitted by the rights of those securities; but the board may make such exclusions or other arrangements as the board considers expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depository receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and

(iii) a reference to the allotment of equity securities includes (pursuant to sections 560(2) and (3) of the CA 2006) the grant of a right to subscribe for, or to convert any securities into, ordinary shares in the Company, and the sale of any ordinary shares in the Company or (as the case may be) shares of a particular class that immediately before the sale were held by the Company as treasury shares.

9 Power to pay commission

The Company may in connection with the issue of any shares exercise all powers of paying commission conferred or permitted by the Statutes.

10 Power to alter share capital

(a) The Company may exercise the powers conferred by the Statutes to:

(i) increase its share capital by allotting new shares;

(ii) reduce its share capital;

(iii) sub-divide or consolidate and divide all or any of its share capital;.

(iv) reconvert stock into shares; and

(v) redenominate all or any of its shares and reduce its share capital in connection with such a redenomination.

(b) A resolution by which any share is sub-divided may determine that, as between the holders of the shares resulting from the sub-division, one or more of the shares may have such preferred or other special rights, or may have such qualified or deferred rights or be subject to such restrictions, as compared with the other or others, as the Company has power to attach to new shares.

(c) If as a result of any consolidation and division or sub-division of shares any members would become entitled to fractions of a share, the board may deal with the fractions as it thinks fit. In particular, the board may:

(i) (on behalf of those members) aggregate and sell the shares representing the fractions to any person (including, subject to the Statutes, the Company) and distribute the net proceeds of sale in due proportion among those members (except that any proceeds in respect of any holding less than a sum fixed by the board may be retained for the benefit of the Company); or

(ii) subject to the Statutes, first, allot to a member credited as fully paid by way of capitalisation of any reserve account of the Company such number of shares as rounds up his the member's holding to a number which, following consolidation and division or sub-division, leaves a whole number of shares.

(d) For the purpose of a sale under paragraph (c)(i) above, the board may authorise a person to transfer the shares to, or as directed by, the purchaser, who shall not be bound to see to the application of the purchase money and the title of the new holder to the shares shall not be affected by any irregularity in or invalidity of the proceedings relating to the sale.

11 Power to issue redeemable shares

Subject to the Statutes, any share may be issued on terms that it is to be redeemed or is liable to be redeemed at the option of the Company or the holder. The terms, conditions and manner of redemption of such shares may be determined by the board before the shares are allotted.

12 Power to purchase own shares

Subject to the Statutes, and to any rights conferred on the holders of any class of shares, the Company may purchase all or any of its shares of any class, including any redeemable shares.

13 Power to reduce capital

Subject to the Statutes and to any rights conferred on the holders of any class of shares, the Company may by special resolution reduce its share capital, any capital redemption reserve and any share premium account in any way.

14 Trusts not recognised

Except as required by law or these articles, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required to recognise (even when having notice of it) any interest in or in respect of any share, except the holder's absolute right to the entirety of the share.

UNCERTIFICATED SHARES - GENERAL POWERS 15 Uncertificated shares - general powers

(a) The board may permit any class of shares to be held in uncertificated form and to be transferred by means of a relevant system and may revoke any such permission.

(b) In relation to any share which is for the time being held in uncertificated form:

(i) the Company may utilise the relevant system in which it is held to the fullest extent available from time to time in the exercise of any of its powers or functions under the Statutes or these articles or otherwise in effecting any actions and the board may from time to time determine the manner in which such powers, functions and actions shall be so exercised or effected;

(ii) any provision in these articles which is inconsistent with:

(A) the holding or transfer of that share in the manner prescribed or permitted by the Statutes;

(B) any other provision of the Statutes relating to shares held in uncertificated form; or

(C) the exercise of any powers or functions by the Company or the effecting by the Company of any actions by means of a relevant system,

shall not apply;

(iii) the Company may, by notice to the holder of that share, require the holder to change the form of such share to certificated form within such period as may be specified in the notice;

(iv) the Company may require that share to be converted into certificated form in accordance with the Statutes; and

(v) the Company shall not issue a certificate.

(c) The Company may, by notice to the holder of any share in certificated form, direct that the form of such share may not be changed to uncertificated form for a period specified in such notice.

(d) For the purpose of effecting any action by the Company, the board may determine that shares held by a person in uncertificated form shall be treated as a separate holding from shares held by that person in certificated form but shares of a class held by a person in uncertificated form shall not be treated as a separate class from shares of that class held by that person in certificated form.

VARIATION OF RIGHTS 16 Variation of rights

(a) Whenever the share capital of the Company is divided into different classes of shares, all or any of the rights for the time being attached to any class of shares in issue may from time to time (whether or not the Company is being wound up) be varied in such manner as those rights may provide or (if no such provision is made) either with the consent in writing of the holders of three- fourths in nominal value of the issued shares of that class or with the authority of a special resolution passed at a separate general meeting of the holders of those shares.

(b) The provisions of these articles relating to general meetings of the Company or to the proceedings at general meetings shall apply, mutatis mutandis, to every such separate general meeting, except that:

(i) the quorum at any such meeting (other than an adjourned meeting) shall be two members present in person or by proxy holding at least one-third in nominal amount of the issued shares of the class;

(ii) at an adjourned meeting the quorum shall be one member present in person or by proxy holding shares of the class;

(iii) every holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by himthat holder; and

(iv) a poll may be demanded by any one holder of shares of the class whether present in person or by proxy.

(c) Unless otherwise expressly provided by the rights attached to any class of shares those rights shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with them or by the purchase or redemption by the Company of any of its own shares.

TRANSFERS OF SHARES 17 Right to transfer shares

Subject to the restrictions in these articles, a member may transfer all or any of his the member's shares in any manner which is permitted by the Statutes and is from time to time approved by the board.

18 Transfers of uncertificated shares

The Company shall maintain a record of uncertificated shares in accordance with the Statutes.

19 Transfers of certificated shares

(a) An instrument of transfer of a certificated share may be in 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 (except in the case of a fully paid share) by or on behalf of the transferee.

(b) The board may, in its absolute discretion refuse to register any instrument of transfer of a certificated share:

(i) which is not fully paid up but, in the case of a class of shares which has been admitted to official listing by the UKLAFinancial Conduct Authority, not so as to prevent dealings in those shares from taking place on an open and proper basis; or

(ii) on which the Company has a lien.

(c) The board may also refuse to register any instrument of transfer of a certificated share unless it is:

(i) left at the office, or at such other place as the board may decide, for registration;

(ii) accompanied by the certificate for the shares to be transferred and such other evidence (if any) as the board may reasonably require to prove the title of the intending transferor or histhe intending transferor's right to transfer the shares; and

(iii) in respect of only one class of shares.

(d) All instruments of transfer which are registered may be retained by the Company, but any instrument of transfer which the board refuses to register shall (except in any case where fraud or any other crime involving dishonesty is suspected in relation to such transfer) be returned to the person presenting it.

20 Other provisions relating to transfers

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

(b) The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect of the share.

(c) Nothing in these articles shall preclude the board from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.

(d) Unless otherwise agreed by the board in any particular case, the maximum number of persons who may be entered on the register as joint holders of a share is four.

21 Notice of refusal

If the board refuses to register a transfer of a certificated share it shall, as soon as practicable and in any event within two months after the date on which the instrument of transfer was lodged, give to the transferee notice of the refusal together with its reasons for refusal. The board shall provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request.

TRANSMISSION OF SHARES 22 Transmission on death

If a member dies, the survivor, where the deceased was a joint holder, and histhe member's personal representatives where he the member was a sole or the only surviving holder, shall be the only person or persons recognised by the Company as having any title to histhe member's shares; but nothing in these articles

shall release the estate of a deceased holder from any liability in respect of any share held by himthe member solely or jointly.

23 Election of person entitled by transmission

(a) A person becoming entitled to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to a transmission by operation of law may, on producing such evidence as the board may require and subject as provided in this article, elect either to be registered personally himself as the holder of the share or to have some person nominated by him nominate some other person to be registered as the holder of the share.

(b) If hethe person elects to be registered himself,personally, hethe person shall give notice to the Company to that effect. If hethe person elects to have another person registered, hethe first person shall execute a transfer of the share to that other person or shall execute such other document or take such other action as the board may require to enable that other person to be registered.

(c) The provisions of these articles relating to the transfer of shares shall apply to the notice or instrument of transfer or other document or action as if it were a transfer effected by the person from whom the title by transmission is derived and the event giving rise to such transmission had not occurred.

24 Rights of person entitled by transmission

(a) A person becoming entitled to a share in consequence of a death or bankruptcy or of any other event giving rise to a transmission by operation of law shall have the right to receive and give a discharge for any dividends or other moneys payable in respect of the share and shall have the same rights in relation to the share as hethe person would have if hethe person were the holder except that, until hethe person becomes the holder, hethe person shall not be entitled to attend or vote at any general meeting of the Company.

(b) The board may at any time give notice requiring any such person to elect either to be registered himselfpersonally or to transfer the share and, if after ninety days the notice has not been complied with, the board may withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.

DISCLOSURE OF INTERESTS IN SHARES 25 Disclosure of interests in shares

(a) This article applies where the Company gives to the holder of a share or to any person appearing to be interested in a share a notice requiring any of the information mentioned in section 793 of the CA 2006 (a section 793 notice).

(b) If a section 793 notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the accidental omission to do so or the non-receipt of the copy by the holder shall not prejudice the operation of the following provisions of this article.

(c) If the holder of, or any person appearing to be interested in, any share has been given a section 793 notice and, in respect of that share (a default share), has been in default for a period of fourteen days after the section 793 notice has been given in supplying to the Company the information required by the section 793 notice, the restrictions referred to below shall apply. Those restrictions shall continue for the period specified by the board, being not more than seven days after the earlier of:

(i) the Company being notified that the default shares have been sold pursuant to an exempt transfer; or

(ii) due compliance, to the satisfaction of the board, with the section 793 notice.

The board may waive these restrictions, in whole or in part, at any time.

(d) The restrictions referred to above are as follows:

(i) if the default shares in which any one person is interested or appears to the Company to be interested represent less than 0.25 per cent. of the issued shares of the class, the holders of the default shares shall not be entitled, in respect of those shares, to attend or to vote, either personally or by proxy, at any general meeting of the Company; or

(ii) if the default shares in which any one person is interested or appears to the Company to be interested represent at least 0.25 per cent. of the issued shares of the class, the holders of the default shares shall not be entitled, in respect of those shares:

(A) to attend or to vote, either personally or by proxy, at any general meeting of the Company; or

(B) to receive any dividend or other distribution; or

(C) to transfer or agree to transfer any of those shares or any rights in them.

The restrictions in subparagraphs HYPERLINK l "_bookmark32" (c)(i) HYPERLINK l "_bookmark32" (i)(i) and HYPERLINK l "_bookmark33" (ii) above(ii) above shall not prejudice the right of either the member holding the default shares or, if different, any person having a power of sale over those shares to sell or agree to sell those shares under an exempt transfer.

(e) If any dividend or other distribution is withheld under paragraph (d)(ii) above, the member shall be entitled to receive it as soon as practicable after the restriction ceases to apply.

(f) If, while any of the restrictions referred to above apply to a share, another share is allotted in right of it (or in right of any share to which this paragraph applies), the same restrictions shall apply to that other share as if it were a default share. For this purpose, shares which the Company allots, or procures to be offered, pro rata (disregarding fractional entitlements and shares not offered to certain members by reason of legal or practical problems associated with issuing or offering shares outside the United Kingdom) to holders of shares of the same class as the default share shall be treated as shares allotted in right of existing shares from the date on which the allotment is unconditional or, in the case of shares so offered, the date of the acceptance of the offer.

(g) For the purposes of this article:

(i) an exempt transfer in relation to any share is a transfer pursuant to:

(A) a sale of the share on a recognised investment exchange in the United Kingdom or on any stock exchange outside the United Kingdom on which shares of that class are listed or normally traded; or

(B) a sale of the whole beneficial interest in the share to a person whom the board is satisfied is unconnected with the existing holder or with any other person appearing to be interested in the share; or

(C) acceptance of a takeover offer (as defined for the purposes of Part 28 of the CA 2006);

(ii) the percentage of the issued shares of a class represented by a particular holding shall be calculated by reference to the shares in issue at the time when the section 793 notice is given; and

(iii) a person shall be treated as appearing to be interested in any share if the Company has given to the member holding such share a section 793 notice and either (i) the member has named the person as being interested in the share or (ii) (after taking into account any response to any section 793 notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the share.

(h) The Company may exercise any of its powers under article 15 in respect of any default shares in uncertificated form.

(i) The provisions of this article are without prejudice to the provisions of section 794 of the CA 2006 and, in particular, the Company may apply to the court under section 794(1) of the CA 2006 whether or not these provisions apply or have been applied.

GENERAL MEETINGS 26 General meetings

(a) The board shall determine whether any general meeting is to be held as:

(i) a physical general meeting; or

(ii) a combined physical and electronic general meeting.

(b) The board may make whatever arrangements it considers fit to allow those entitled to do so to participate in any general meeting.

(c) Unless otherwise specified in the notice of meeting; decided by the board in accordance with article 27(a)(ii); or determined by the chair of the meeting either pursuant to article 27(a)(iii) or otherwise, a general meeting is deemed to take place at the place where the chair of the meeting is at the time of the meeting.

(d) Two or more persons who may not be in the same place as each other attend a general meeting if their circumstances are such that if they have rights to speak and vote at that meeting, they are able to exercise them.

(e) A person is present at a general meeting if the person attends it in accordance with the provisions of these articles.

(f) A person is able to participate in a meeting if the person's circumstances are such that if the person has rights in relation to the meeting, the person is able to exercise them.

(g) In determining whether persons are attending or participating in a meeting, other than a physical general meeting, it is immaterial where any of them are or how they are able to communicate with each other.

(h) A person is able to exercise the right to speak at a general meeting when the chair of the meeting is satisfied that arrangements are in place so as to enable that person to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

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

(i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and

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

27 Meeting at more than one place or in more than one format

(a) A general meeting may be held at more than one place, or may be participated in in more than one way, if:

(i) the notice convening the meeting so specifies; or

(ii) the board resolves, after the notice convening the meeting has been given, that:

(A) the meeting shall be held at one or more than one place in addition to any place or places specified in the notice; or

(B) arrangements will also be made for attendance and participation electronically; or

(iii) it appears to the chair of the meeting that the place of the meeting specified in the notice convening the meeting is inadequate to accommodate all persons entitled and wishing to attend at that place.

(b) A general meeting held at more than one place or participated in in more than one way in accordance with paragraph (a) above, is duly constituted and its proceedings are valid if (in addition to the other provisions of these articles relating to general meetings being satisfied) the chair of the meeting is satisfied that facilities (whether electronic or otherwise) are available to enable each person present at each place and/or attending or participating in it electronically to participate in the business of the meeting.

(c) Each person who is present at any place of the meeting or who is attending it electronically, and who would be entitled to count towards the quorum in accordance with the provisions of article 34 shall be counted in the quorum for, and shall be entitled to vote at, the meeting.

28 Annual general meetings

The board shall convene and the Company shall hold annual general meetings in accordance with the Statutes.

29 Convening of general meetings other than annual general meetings

(a) The board may convene a general meeting other than an annual general meeting whenever it thinks fit.

(b) A general meeting may also be convened in accordance with article HYPERLINK l "_bookmark90" 6765.

(c) A general meeting shall also be convened by the board on the requisition of members under the Statutes or, in default, may be convened by such requisitionists, as provided by the Statutes.

(d) The board shall comply with the Statutes regarding the giving and the circulation, on the requisition of members, of notices of resolutions and of statements with respect to matters relating to any resolution to be proposed or business to be dealt with at any general meeting of the Company.

30 Separate general meetings

Subject to these articles and to any rights for the time being attached to any class of shares in the Company, the provisions of these articles relating to general meetings of the Company (including, for the avoidance of doubt, provisions relating to the proceedings at general meetings or to the rights of any person to attend or vote or be represented at general meetings or to any restrictions on these rights) shall apply, mutatis mutandis, in relation to every separate general meeting of the holders of any class of shares in the Company.

NOTICE OF GENERAL MEETINGS 31 Length, form and content and form of notice

(a) Subject to the Statutes, an annual general meeting shall be called by not less than twenty- one clear days' notice. All other general meetings shall be called by not less than fourteen clear days' notice or by not less than such minimum notice period as is permitted by the Statutes.

(b) The notice (including any notice given by means of a website) shall comply with all applicable requirements in the Statutes and shall specify whether the meeting will be an annual general meeting.

(c) Notice of every general meeting shall be given to all members other than any who, under these articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to the auditors (or, if more than one, each of them) and to each director.

(d) Without prejudice to the provisions of article 27(a), if it is anticipated that a meeting will be conducted as a combined physical and electronic general meeting, the notice of meeting shall state how it is proposed that persons attending or participating in the meeting electronically should communicate with the meeting.

32 Omission or non-receipt of notice

(a) The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any person entitled to receive the notice shall not invalidate the proceedings of that meeting.

(b) Paragraph (a) above applies to confirmatory copies of notices (and confirmatory notifications of website notices) of meetings sent pursuant to article HYPERLINK l "_bookmark173" 123(b)(ii)121(b)(ii) in the same way as it applies to notices of meetings.

33 Postponement of general meetings

If the board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time or at any place specified in the notice calling the general meeting, it may postpone the general meeting to another date, time and/or place(s) (or, in the case of a general meeting held at more than one place, to such other placesand, if the board considers it appropriate, additional or other facilities for electronic attendance and participation). The board shall take reasonable steps to ensure that notice of the date, time and place(s) (and any facilities for electronic attendance and participation)(or places, in the case of a general meeting to which article 38(b) applies) of the postponed meeting is provided to any member trying to attend the general meeting at the original time and place(s) (or places, in the case of a general meeting to which article 38(b) applies). When a general meeting is so postponed, notice of the date, time and place(s) (and, where appropriate, any facilities for electronic attendance and participation) (or places, in the case of a meeting to which article 38(b) applies) of the postponed meeting shall, be given in such manner as the board may, in its absolute discretion, determine. No business shall be transacted at any postponed meeting other than business which might properly have been transacted at the meeting had it not been postponed. Notice of the business to be transacted at such postponed meeting shall not be required. If a general meeting is postponed in accordance with this article, the appointment of a proxy will be valid if it is delivered and received as required by these articles not less than 48 hours (or such shorter time as the board decides) before the time appointed for holding the postponed meeting. When calculating the 48 hour period mentioned in this article, the directors can decide not to take account of any part of a day that is not a working day. The board may also postpone any general meeting which has been rearranged under this article.

PROCEEDINGS AT GENERAL MEETINGS 34 Quorum

(a) No business shall be transacted at any general meeting unless the requisite quorum is present when the meeting proceeds to business.

(b) Except as otherwise provided by these articles, three qualifying persons entitled to vote shall be a quorum, unless:

(i) each is a qualifying person only because hethat person is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or

(ii) each is a qualifying person only because hethat person is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member.

(c) In these articles, a qualifying person means:

(i) an individual who is a member of the Company;

(ii) a person authorised to act as the representative of a corporation in relation to the meeting; or

(iii) a person appointed as proxy of a member in relation to the meeting.

(d) If within fifteen minutes from the time fixed for holding a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned for ten clear days (or, if that day is a Saturday, a Sunday or a holiday, to the next working day) and at the same time and place (and, if appropriate, with similar or equivalent facilities for electronic attendance and participation) as the original meeting, or, subject to article HYPERLINK l "_bookmark51" 37(d)39(g) and the Statutes, to such other day, and at such other time and place (and, if appropriate, with such other facilities for electronic attendance and participation), as the board may decide.

(e) If at an adjourned meeting a quorum is not present within fifteen minutes from the time fixed for holding the meeting, any two qualifying persons entitled to vote on a poll shall be a quorum.

35 Security

The board may, subject to the Statutes, make any securityphysical or electronic arrangements relating to security, health or safety which it considers appropriate relating to the holding of a general meeting of the Company including, without limitation, arranging for any person attending a meeting to be searched and for items of personal property which may be taken into a meeting to be restricted. A director or the secretary may:

(i) refuse physical or electronic entry to a meeting to any person who refuses to comply with any such arrangements; and

(ii) physically or electronically eject from a meeting any person who causes the proceedings to become disorderly.

36 Chairman

(a) At each general meeting, the chairman of the board (if any) or, if hethe chair is absent or unwilling, the deputy chairman (if any) of the board or (if more than one deputy chairman is present and willing) the deputy chairman who has been longest in such office shall preside as chairman of the meeting. If neither the chairman nor deputy chairman is present and willing, one of the other directors selected for the purpose by the directors present or, if only one director is present and willing, that director, shall preside as chairman of the meeting.

(b)

(c) If no director is present within fifteen minutes after the time fixed for holding the meeting or if none of the directors present is willing to preside as chairman of the meeting, the members present and entitled to vote shall choose one of their number to preside as chairman of the meeting.

(d) Subject to the Statutes (and without prejudice to any other powers vested in the chair of a meeting) when conducting a general meeting, the chair of the meeting may make whatever arrangements and take whatever actions as the chair considers, in the chair's sole discretion, to be appropriate or conducive to the facilitation of the conduct of the business of the meeting, proportionate discussion on any item of business of the meeting, or the maintenance of good order.

(e) If the chair of a general meeting is participating in that meeting electronically and becomes disconnected from the meeting, another person (determined in accordance with the provisions of paragraph (a) above) shall preside as chair of the meeting unless and until the original chair regains electronic connection with the meeting. In the event that no replacement chair is presiding over the general meeting (and the original chair has not regained electronic connection with the meeting) 20 minutes after the original chair became disconnected from the meeting, the meeting shall be adjourned to a time and place (and, if appropriate, facilities for electronic attendance and participation) to be fixed by the board.

37 Right to attend and speak

(a) A director shall be entitled to attend and speak at any general meeting of the Company whether or not hethe director is a member.

(b) The chairman may invite any person to attend and speak at any general meeting of the Company if hethe chair considers that such person has the appropriate knowledge or experience of the Company's business to assist in the deliberations of the meeting.

(c) A proxy shall be entitled to speak at any general meeting of the Company.

38 Resolutions and amendments

(a) Subject to the Statutes, a resolution may only be put to the vote at a general meeting if the chairman of the meeting in histhe chair's absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting.

(b) In the case of a resolution to be proposed as a special resolution no amendment may be made, at or before the time at which the resolution is put to the vote, to the form of the resolution as set out in the notice of meeting, except to correct a patent error or as may otherwise be permitted by law.

(c) In the case of a resolution to be proposed as an ordinary resolution no amendment may be made, at or before the time at which the resolution is put to the vote, unless:

(i) in the case of an amendment to the form of the resolution as set out in the notice of meeting, notice of the intention to move the amendment is received at the office no later than forty- eight hours before the time fixed for the holding of the relevant meeting; or

(ii) in any case, the chairman of the meeting in histhe chair's absolute discretion otherwise decides that the amendment or amended resolution may properly be put to the vote.

The giving of notice under subparagraph (i) above shall not prejudice the power of the chairman of the meeting to rule the amendment out of order.

(d) With the consent of the chairman of the meeting, a person who proposes an amendment to a resolution may withdraw it before it is put to the vote.

(e) If the chairman of the meeting rules a resolution or an amendment to a resolution admissible or out of order (as the case may be), the proceedings of the meeting or the resolution in question shall not be invalidated by any error in histhe chair's ruling. Any ruling by the chairman of the meeting in relation to a resolution or an amendment to a resolution shall be final and conclusive.

39 Adjournment

(a) With the consent of any general meeting at which a quorum is present the chairman of the meeting may (and shall if so directed by the meeting) adjourn the meeting from time to time and from place (and, if appropriate, facilities for electronic attendance and participation) to place (and, if appropriate, facilities for electronic attendance and participation).

(b) In addition, the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place if (and, if the chair considers it appropriate, facilities for electronic attendance and participation), in histhe chair's opinion, it would facilitate the conduct of the business of the meeting to do so.

(c) In addition, the chair of the meeting shall at any time without the consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place (and, if appropriate, with other facilities for electronic attendance and participation) if, in the chair's opinion, the facilities (whether electronic or otherwise, and whether affecting the place (or more than one place) of the meeting or any electronic participation arrangements) are not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of meeting.

(d) Nothing in this article shall limit any other power vested in the chairman of the meeting to adjourn the meeting.

(e) All business conducted at a general meeting up to the time of any adjournment shall, subject to paragraph (f) below, be valid.

(f) The chair of the meeting may specify that only the business conducted at a general meeting up to a point in time which is earlier than the time of adjournment is valid if, in the chair's opinion, to do so would be more appropriate.

(g) Whenever a meeting is adjourned for thirty days or more or sine die, at least fourteen clear days' notice of the adjourned meeting shall be given in the same manner as in the case of the original meeting but otherwise no person shall be entitled to any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

(h) No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

40 Meeting at more than one place

(a) A general meeting may be held at more than one place if:

(i) the notice convening the meeting specifies that it shall be held at more than one place; or

(ii) the board resolves, after the notice convening the meeting has been given, that the meeting shall be held at more than one place; or

(iii) it appears to the chairman of the meeting that the place of the meeting specified in the notice convening the meeting is inadequate to accommodate all persons entitled and wishing to attend.

(b) A general meeting held at more than one place is duly constituted and its proceedings are valid if (in addition to the other provisions of these articles relating to general meetings being satisfied) the chairman of the meeting is satisfied that facilities (whether electronic or otherwise) are available to enable each person present at each place to participate in the business of the meeting.

(c) Each person present at each place who would be entitled to count towards the quorum in accordance with the provisions of article HYPERLINK l "_bookmark44" 32 shall be counted in the quorum for, and shall be entitled to vote at, the meeting. The meeting is deemed to take place at the place at which the chairman of the meeting is present.

41 Method of voting and demand for poll

(a) At a general meeting which is held as a physical general meeting:

(i) a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before, or immediately after the declaration of the result of, the show of hands or on the withdrawal of any other demand for a poll) a poll is 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 on the resolution; or

(C) a member or members present in person or by proxy representing in aggregate not less than 10% of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares); or

(D) a member or members present in person or by proxy holding shares conferring the right to vote on the resolution on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right (excluding shares in the Company conferring a right to vote on the resolution which are held as treasury shares);

and a demand for a poll by a person as proxy for a member shall be as valid as if the demand were made by the member himselfin person.

(ii) No poll may be demanded on the appointment of a chairman of the meeting.

(iii) A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the meeting and the demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

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

(v) 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 a poll has been demanded.

(b) At a general meeting which is held as a combined physical and electronic general meeting:

(i) a resolution put to the vote of the meeting shall be decided on a poll, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates;

(ii) any demand for a poll which is deemed to have been made in accordance with paragraph (i) above may not be withdrawn;

(iii) no poll may be demanded on the appointment of a chair of the meeting.

42 How poll is to be taken

(a) If a poll is demanded (and the demand is not withdrawn), it shall be taken at such time (either at the meeting at which the poll is demanded or within thirty days after the meeting), at such place and in such manner (including electronically) as the chairman of the meeting shall direct and he the chair may appoint scrutineers (who need not be members).

(b) A poll demanded on a question of adjournment shall be taken at the meeting without adjournment.

(c) It shall not be necessary (unless the chairman of the meeting otherwise directs) for notice to be given of a poll whether taken at or after the meeting at which it was demanded.

(d) On a poll votes may be given either personally or by proxy and a member entitled to more than one vote need not use all histhe member's votes or cast all the votes he usesused in the same way.

(e) The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded (or deemed to have been demanded).

43 Validity of meeting

All persons seeking to attend or participate in a general meeting electronically shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of article 39(c), any inability of a person or persons to attend or participate in a general meeting electronically shall not invalidate the proceedings of that meeting.

VOTES OF MEMBERS 44 Voting rights

(a) Subject to these articles and to any special rights or restrictions as to voting for the time being attached to any class of shares in the Company, the provisions of the CA 2006 shall apply in relation to voting rights.

(b) Subject to paragraph (c) below, on a vote on a resolution on a show of hands at a general meeting which is being held as a physical general meeting, every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote.

(c) On a vote on a resolution on a show of hands at a general meeting which is being held as a physical general meeting, a proxy has one vote for and one vote against the resolution if:

(i) the proxy has been duly appointed by more than one member entitled to vote on the resolution; and

(ii) the proxy has been instructed by, or exercises histhe proxy's discretion given by, one or more of those members to vote for the resolution and has been instructed by, or exercises histhe proxy's discretion given by, one or more other of those members to vote against it.

(d) For the purposes of determining which persons are entitled to attend or vote at any general meeting, and how many votes such persons may cast, the Company must specify in the notice of the meeting a time, not more than forty-eight hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting. In calculating the period mentioned, no account shall be taken of any part of a day that is not a working day. Changes to entries on the register after the time so specified shall be disregarded in determining the rights of any person to attend or vote at the meeting, notwithstanding any provisions in the Statutes or these articles to the contrary.

45 Representation of corporations

(a) Any corporation which is a member of the Company may, by resolution of its board or other governing body, authorise any person or persons to act as its representative or representatives at any general meeting of the Company.

(b) The board or any director or the secretary may (but shall not be bound to) require evidence of the authority of any such representative.

46 Voting rights of joint holders

If more than one of the joint holders of a share tenders a vote on the same resolution, whether in person or by proxy, the vote of the senior who tenders a vote shall be accepted to the exclusion of the vote(s) of the other joint holder(s); and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the relevant share.

47 Voting rights of members incapable of managing their affairs

A member in respect of whom an order has been made by any court 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 histhe member's receiver, curator bonis or other person in the nature of a receiver or curator bonis appointed by that court, and the receiver, curator bonis or other person

may, on a poll, vote by proxy. Evidence to the satisfaction of the board of the authority of the person claiming the right to vote must be received at the office (or at such other address as may be specified for the receipt of proxy appointments) not later than the last time by which a proxy appointment must be received in order to be valid for use at the meeting or adjourned meeting or on the holding of the poll at or on which that person proposes to vote and, in default, the right to vote shall not be exercisable.

48 Voting rights suspended where sums overdue

Unless the board otherwise decides, a member shall not be entitled to vote, either in person or by proxy, at any general meeting of the Company in respect of any share held by himthat member unless all calls and other sums presently payable by himthat member in respect of that share have been paid.

49 Objections to admissibility of votes

No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting or poll at which the vote objected to is or may be given or tendered, and every vote not disallowed at such meeting or poll shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

PROXIES 50 Proxies

(a) A proxy need not be a member of the Company and a member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by himthe member.

(b) The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or on the poll concerned.

(c) The appointment of a proxy shall only be valid for the meeting mentioned in it and any adjournment of that meeting (including on any poll demanded at the meeting or any adjourned meeting).

51 Appointment of proxy

(a) Subject to the Statutes, the appointment of a proxy may be in such form as is usual or common or in such other form as the board may from time to time approve and shall be signed by the appointor, or histhe appointor's duly authorised agent, or, if the appointor is a corporation, shall either be executed under its common seal or be signed by an agent or officer authorised for that purpose. The signature need not be witnessed.

(b) Without limiting the provisions of these articles, the board may from time to time in relation to uncertificated shares:

(i) approve the appointment of a proxy by means of a communication sent in electronic form in the form of an "uncertificated proxy instruction" (a properly authenticated dematerialised instruction and/or other instruction or notification, which is sent by means of the relevant system and received by such participant in that system acting on behalf of the Company as the board may prescribe, in such form and subject to such terms and conditions as the board may from time to time prescribe (subject always to the facilities and requirements of the relevant system)); and

(ii) approve supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means. In addition, the board may prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or such participant and may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.

52 Receipt of proxy

(a) A proxy appointment:

(i) must be received at a proxy notification address not less than forty-eight hours (or such shorter time as the board decides) before the time fixed for holding the meeting at which the appointee proposes to vote; or

(ii) in the case of a poll taken more than forty-eight hours after it is demanded or in the case of an adjourned meeting to be held more than forty-eight hours after the time fixed for holding the original meeting, must be received at a proxy notification address not less than twenty-four hours (or such shorter time as the board decides) before the time fixed for the taking of the poll or, as the case may be, the time fixed for holding the adjourned meeting; or

(iii) in the case of a poll which is not taken at the meeting at which it is demanded but is taken forty-eight hours or less after it is demanded, or in the case of an adjourned meeting to be held forty-eight hours or less after the time fixed for holding the original meeting, must be received:

(A) at a proxy notification address in accordance with (i); above;

(B) by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or

(C) at a proxy notification address by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded.

In calculating the periods mentioned, no account shall be taken of any part of a day that is not a working day.

(b) The board may, but shall not be bound to, require reasonable evidence of the identity of the member and of the proxy, the member's instructions (if any) as to how the proxy is to vote and, where the proxy is appointed by a person acting on behalf of the member, authority of that person to make the appointment.

(c) The board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under paragraph (b) above has not been received in accordance with the requirements of this article.

(d) Subject to paragraph (c) above, if the proxy appointment and any of the information required under paragraph (b) above is not received in the manner set out in paragraph (a) above, the appointee shall not be entitled to vote in respect of the shares in question.

(e) If two or more valid but differing proxy appointments are received in respect of the same share for use at the same meeting or on the same poll, the one which is last received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards that share and if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.

53 Notice of revocation of authority etc.

(a) A vote given or poll demanded by proxy or by a representative of a corporation shall be valid notwithstanding the previous termination of the authority of the person voting or demanding a poll or (until entered in the register) the transfer of the share in respect of which the appointment of the relevant person was made unless notice of the termination was received at a proxy notification address not less than six hours before the time fixed for holding the relevant meeting or adjourned meeting or, in the case of a poll not taken on the same day as the meeting or adjourned meeting, before the time fixed for taking the poll.

(b) A vote given by a proxy or by a representative of a corporation shall be valid notwithstanding that he has not votedthe vote was not cast in accordance with any instructions given by the member by whom hethe proxy or representative of a corporation is appointed. The Company shall not be obliged to check whether the proxy or representative of a corporation has in fact voted in accordance with any such member's instructions.

DIRECTORS 54 Number of directors

The directors shall not, unless otherwise determined by an ordinary resolution of the Company, be less than two nor more than fifteen in number.

55 Directors need not be members

A director need not be a member of the Company.

ELECTION, APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 56 Election of directors by the Company

(a) Subject to these articles, the Company may by ordinary resolution elect any person who is willing to act to be a director, either to fill a vacancy or as an additional director, but so that the total number of directors shall not exceed any maximum number fixed by or in accordance with these articles.

(b) No person (other than a director retiring in accordance with these articles) shall be elected or re- elected a director at any general meeting unless:

(i) hethe person is recommended by the board; or

(ii) not less than fourteen nor more than forty-two days before the date appointed for the meeting there has been given to the Company, by a member (other than the person to be proposed) entitled to vote at the meeting, notice of histhe member's intention to propose a resolution for the election of that person, stating the particulars which would, if hethe person were so elected, be required to be included in the Company's register of directors and a notice executed by that person of histhe person's willingness to be elected.

57 Separate resolutions for election of each director

Every resolution of a general meeting for the election of a director shall relate to one named person and a single resolution for the election of two or more persons shall be void, unless a resolution that it shall be so proposed has been first agreed to by the meeting without any vote being cast against it.

58 The board's power to appoint directors

The board may appoint any person who is willing to act to be a director, either to fill a vacancy or by way of addition to their number, but so that the total number of directors shall not exceed any maximum number fixed by or in accordance with these articles. Any director so appointed shall hold office only until the next following annual general meeting, notice of which is first given after such appointment, and shall then be eligible for election by shareholders.

59 Retirement of directors

(a) At each annual general meeting all the directorsevery director who held office on the date seven days before the date of notice of the annual general meeting shall retire from office. A retiring director shall be eligible for re-election and a director who is re-elected will be treated as continuing in office without a break.

(b) A retiring director shall (unless hesuch director is removed from office or histhe director's office is vacated in accordance with these articles) retain office until the close of the meeting at which hethat director retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in histhat director's place or the resolution to re-elect himthat director is put to the meeting and lost.

(c) If the Company, at any meeting at which a director retires in accordance with these articles, does not fill the office vacated by such director, the retiring director, if willing to act, shall be deemed to be re-elected, unless at the meeting a resolution is passed not to fill the vacancy or to elect another person in histhat director's place or unless the resolution to re-elect himthat director is put to the meeting and lost.

60 Removal of directors

(a) The Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with the Statutes, remove any director before histhat director's period of office has expired notwithstanding anything in these articles or in any agreement between himthat director and the Company.

(b) A director may also be removed from office by giving himthe director notice to that effect signed by a majority of the other directors.

(c) Any removal of a director under this article shall be without prejudice to any claim which such director may have for damages for breach of any agreement between himthat director and the Company.

61 Vacation of office of director

Without prejudice to the provisions of these articles for retirement or removal the office of a director shall be vacated if:

(a) hethe director is prohibited by law from being a director; or

(b) hethe director becomes bankrupt or he makes any arrangement or composition with histhe director's creditors generally; or

(c) a registered medical practitioner who has examined himthe director gives a written opinion to the Company stating that hethe director has become physically or mentally incapable of acting as a director and may remain so for more than three months; or by reason of his mental health a court makes an order which wholly or partly prevents him from personally exercising any powers or rights which he would otherwise have and, in either case, and the board resolves that histhe director's office be vacated; or

(d) if for more than six months hethe director is absent, without special leave of absence from the board, from board meetings held during that period and the board resolves that histhe director's office be vacated; or

(e) hethe director gives to the Company notice of histhe director's wish to resign, in which event hethe director shall vacate that office on the receipt of that notice by the Company or at such later time as is specified in the notice.

62 Executive directors

(a) The board may appoint one or more directors to hold any executive office under the Company (including that of chairman, chief executive or managing director) for such period (subject to the Statutes) and on such terms as it may decide and may revoke or terminate any appointment so made without prejudice to any claim for damages for breach of any contract of service between the director and the Company.

(b) The remuneration of a director appointed to any executive office shall be fixed by the board and may be by way of salary, commission, participation in profits or otherwise and either in addition to or inclusive of histhat director's remuneration as a director.

(c) A director appointed as executive chairman, chief executive or managing director shall automatically cease to hold that office if hethat person ceases to be a director but without prejudice to any claim for damages for breach of any contract of service between himthat director and the Company. A director appointed to any other executive office shall not automatically cease to hold that office if hethat person ceases to be a director unless the contract or any resolution under which hethe director holds office expressly states that hethe director shall, in which case that cessation shall be without prejudice to any claim for damages for breach of any contract of service between himthat director and the Company.

REMUNERATION, EXPENSES, PENSIONS AND OTHER BENEFITS 63 Directors' fees

The directors (other than any directors who for the time being hold an executive office or employment with the Company or a subsidiary of the Company) shall be paid such fees not exceeding in aggregate £750,0001,250,000 per annum (or such larger sum as the Company may, by ordinary resolution, determine) HYPERLINK l "_bookmark87" 1as the board may decide to be divided among them in such proportion and manner as they may agree or, failing agreement, equally. Any fee payable under this article shall be distinct from any remuneration or other amounts payable to a director under other provisions of these articles and shall accrue from day to day.

64 Special remuneration

(a) The board may grant special remuneration to any director who holds the office of chairman of the Company or who is senior independent director or a chairman or member of a Committee constituted by the board in accordance with the provisions of these articles or who performs any other special or extra services to or at the request of the Company.

(b) Such special remuneration may be paid by way of lump sum, salary, commission, participation in profits or otherwise as the board may decide in addition to any remuneration payable under or pursuant to any other of these articles.

65 Expenses

A director shall be paid out of the funds of the Company all travelling, hotel and other expenses properly incurred by himthe director in and about the discharge of histhe director's duties, including histhe director's expenses of travelling to and from board meetings, committee meetings and general meetings. Subject to any guidelines and procedures established from time to time by the board, a director may also be paid out of the funds of the Company all expenses incurred by the director in obtaining professional advice in connection with the affairs of the Company or the discharge of the director's duties as a director.

66 Pensions and other benefits

The board may exercise all the powers of the Company to:

(a) pay, provide, arrange or procure the grant of pensions or other retirement benefits, death, disability or sickness benefits, health, accident and other insurances or other benefits, allowances, gratuities or insurances including in relation to the termination of employment to or for the benefit of any person who is or has been at any time a director of the Company or in the employment or service of the Company or of any body corporate which is or was associated with the Company or of the predecessors in business of the Company or any such associated body corporate or the relatives or dependants of any such person. For that purpose the board may procure the establishment and maintenance of, or participation in, or contribution to, any pension fund, scheme or arrangement and the payment of any insurance premiums;.

(b) establish, maintain, adopt and enable participation in any profit sharing or incentive scheme including shares, share options or cash or any similar schemes for the benefit of any director or employee of the Company or of any associated body corporate, and to lend money to any such director or employee or to trustees on their behalf to enable any such schemes to be established, maintained or adopted; and

1 This sum was increased to £1,250,000 per annum by an ordinary resolution of the Company passed on 5 May 2022.

(c) support and subscribe to any institution or association which may be for the benefit of the Company or of any associated body corporate or any directors or employees of the Company or associated body corporate or their relatives or dependants or connected with any town or place where the Company or an associated body corporate carries on business, and to support and subscribe to any charitable or public object whatsoever.

POWERS OF THE BOARD 67 General powers of the board to manage the Company's business

(a) The business of the Company shall be managed by the board which may exercise all the powers of the Company, subject to the Statutes, these articles and any ordinary resolution of the Company. No ordinary resolution or alteration of these articles shall invalidate any prior act of the board which would have been valid if the resolution had not been passed or the alteration had not been made.

(b) The powers given by this article shall not be limited by any special authority or power given to the board by any other article or any resolution of the Company.

68 Power to act notwithstanding vacancy

The continuing directors or the sole continuing director at any time may act notwithstanding any vacancy in their number; but, if the number of directors is less than the minimum number fixed by or in accordance with these articles, they or hethe continuing directors or director may act for the purpose of filling up vacancies or calling a general meeting of the Company, but not for any other purpose. If no director is able or willing to act, then any two members may summon a general meeting for the purpose of appointing directors.

69 Provisions for employees

The board may exercise any of the powers conferred by the Statutes to make provision for the benefit of any persons employed or formerly employed by the Company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any of its subsidiaries.

70 Power to borrow money

Subject as hereinafter provided, the board may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and, subject to the Statutes, to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

(a) The board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its Subsidiary Undertakings (if any) so as to secure (as regards Subsidiary Undertakings so far as by such exercise the Directors can secure) that the aggregate amount at any one time outstanding in respect of money borrowed by the Company and its Subsidiary Undertakings (excluding amounts for the time being owing by the Company to a Subsidiary Undertaking or by a Subsidiary Undertaking to the Company or to another Subsidiary Undertaking) shall not at any time without the previous sanction of an Ordinary Resolution of the Company exceed a sum equal to three times Adjusted Share Capital and Reserves.

(b) For the purposes of this article, Adjusted Share Capital and Reserves means the aggregate of:

(i) the amount paid up or credited as paid up on the issued share capital of the Company; and

(ii) the amount standing to the credit of the reserves (whether or not distributable and including without limitation the share premium account, capital redemption reserve fund and profit and loss account) of the Company and its Subsidiary Undertakings

(c) all as shown by the then latest audited consolidated balance sheet of the Company but:

(i) adjusted as may be appropriate in respect of any subsequent variation in the paid up share capital, share premium account or capital redemption reserve of the Company and so that for this purpose if any issue or proposed issue by the Company of shares for cash has been underwritten (whether conditionally or not) then such shares shall be deemed to have been issued and the amount (including any premium) of the subscription moneys shall be deemed to have been paid up at the date when the issue was underwritten provided the issue is expected by the Directors to become unconditional within three months from the date on which the issue was underwritten;

(ii) excluding amounts attributable to minority interests in Subsidiary Undertakings and any variation in the interest of the Company in any Subsidiary Undertaking between the date of the balance sheet and the date for which the calculation falls to be made;

(iii) adding back any amounts in respect of goodwill arising on consolidation or on acquisition of brands, businesses or companies noted in, or disclosed in the notes to, the latest published audited consolidated balance sheet of the Company as having been amortised through the profit and loss account or as having been deducted from or written off against reserves.

(d) For the purposes of this article, borrowings shall be deemed to include the following except insofar as otherwise taken into account:

(i) the principal amount of any debentures (within the meaning of Section 738 of the CA 2006), notwithstanding that the same may be or have been issued in whole or part for a consideration other than cash, and of other indebtedness together with any fixed or minimum premium payable thereon on final payment or redemption, of or issued by the Company or one of its Subsidiary Undertakings but excluding debentures or other indebtedness where the beneficial ownership is in another Subsidiary Undertaking of the Company or in the Company;

(ii) the nominal amount of any issued share capital and the principal amount of any moneys borrowed the redemption or repayment of which is guaranteed or secured or the subject of an indemnity given by the Company or any of its Subsidiary Undertakings and the beneficial interest of which is not owned by the Company or any of its Subsidiary Undertakings and so that for this purpose the expression "guarantee" shall mean any undertaking whether as principal or secondary debtor to answer for the debt or default of any person;

(iii) but there shall not be taken into account in calculating moneys borrowed that proportion of the total moneys borrowed by any partly-owned Subsidiary Undertaking which its issued equity share capital not for the time being beneficially owned directly or indirectly by the Company bears to the whole of its issued equity share capital but a like proportion of any borrowings from such partly-owned Subsidiary Undertaking by the Company or any other Subsidiary Undertaking shall fall to be treated as borrowings of such partly-owned Subsidiary Undertaking notwithstanding the same would not otherwise fall to be taken in account;

(iv) amounts borrowed by the Company or any Subsidiary Undertaking for the purpose of financing any contract to the extent that the price receivable under any such contract is guaranteed or insured by the Export Credits Guarantee Department of the Department of Trade and Industry or other person or institution offering a similar facility; or

(v) amounts borrowed or raised which are for the time being deposited with H. M. Customs and Excise or any other body designated by any relevant legislation or order in connection with import deposits or any similar government scheme to the extent that the Company or any of its Subsidiary Undertakings retains its interest therein.

(e) For the purposes of calculating the amount of moneys borrowed under this article there shall be credited (subject, in the case of any item held or deposited by a partly-owned Subsidiary Undertaking to the exclusion of a proportion thereof equal to the proportion of the issued equity share capital of a partly-owned Subsidiary Undertaking which is not attributable to the Company or any Subsidiary Undertaking of the Company) against the gross amount of borrowings the aggregate of:

(i) cash in hand of the Company and its Subsidiary Undertakings; and

(ii) cash deposits and the balance on each current account of the Company and its Subsidiary Undertakings with banks in the United Kingdom and/or elsewhere if the remittance of the cash to the United Kingdom is not prohibited by any law, regulation, treaty or official directive; however, if the remittance of such cash is prohibited it shall nonetheless be deducted from amounts borrowed but only to the extent that it may be set off against or act as security for any borrowings or amounts included in sub-paragraphs (c)(i) and (ii) of this article; and

(iii) the amount of all assets (short-term assets) as would be included in "Investments - short- term loans and deposits" in a consolidated balance sheet of the Company and its Subsidiary Undertakings (prepared as at the date of the relevant calculation in accordance with the principles with which the latest published audited consolidated balance sheet of the Company was produced) to the extent that such short-term assets are readily realisable and freely available to meet obligations incurred in the United Kingdom.

(f) When ascertaining the aggregate principal amount of borrowings required to be taken into account for the purposes of this article on any particular date, the amount of moneys that would be required to discharge the principal amount of any borrowings in full if the same fell to be repaid (at the option of the Company or by reason of default) on such date, if less than the amount that would otherwise be taken into account in respect of such borrowing for the purpose of this article, shall be the amount of borrowing to be taken into account for the purpose of this article.

(g) Save as otherwise provided in this article, the latest published audited consolidated balance sheet of the Company whether prepared on an historic cost basis or a current cost accounting basis or on any other generally accepted accounting principles shall be definitive for the purposes of establishing the Adjusted Share Capital and Reserves.

(h) For the purpose of this article, the latest published audited consolidated balance sheet of the Company means in respect of a particular time the then most recently published audited consolidated balance sheet of the Company and other companies or undertakings (if any) in respect of which the Company has prepared group accounts pursuant to Sections 399 and 403 of the CA 2006.

(i) No lender or other person dealing with the Company or any of its Subsidiary Undertakings shall be concerned to see or enquire whether the said limit was observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or security given, express notice that the said limit had been or would thereby be exceeded.

(j) For the purposes of this article, the board may act in reliance on a certificate or report by the Auditors or the board's own bona fide calculation of the amount of the Adjusted Share Capital and Reserves and/or moneys borrowed at any time and if in consequence, the limit hereinbefore contained is inadvertently exceeded, an amount of borrowed moneys equal to the excess may be disregarded until the expiration of three months after the date on which by reason of a determination of the Auditors or otherwise the Directors become aware that such a situation has or may have arisen.

(k) A certificate or report by the Auditors for the time being of the Company as to the amount of the Adjusted Share Capital and Reserves or the amount of moneys borrowed or to the effect that any limit imposed by this article has not or will not be exceeded at any particular time or times shall be conclusive evidence of such amount or fact for the purposes of this article.

(l)

DELEGATION OF BOARD'S POWERS 71 Power to change the name of the Company

The board may change the name of the Company.

DELEGATION OF BOARD'S POWERS 72 Delegation to individual directors

The board may entrust to and confer upon any director any of its powers, authorities and discretions (with power to sub-delegate) on such terms and conditions as it thinks fit and may revoke or vary all or any of them, but no person dealing in good faith shall be affected by any revocation or variation.

73 Committees

(a) The board may delegate any of its powers, authorities and discretions (with power to sub- delegate) to any committee consisting of such person or persons (whether directors or not) as it thinks fit, provided that the majority of the members of the committee are directors and that no meeting of the committee shall be quorate for the purpose of exercising any of its powers, authorities or discretions unless a majority of those present are directors. The board may make any such delegation on such terms and conditions as it thinks fit and may revoke or vary any such delegation and discharge any committee wholly or in part, but no person dealing in good faith shall be affected by any revocation or variation. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations that may be imposed on it by the board.

(b) The proceedings of a committee with two or more members shall be governed by any regulations imposed on it by the board and (subject to such regulations) by these articles regulating the proceedings of the board so far as they are capable of applying.

74 Local boards

(a) The board may establish any local or divisional board or agency for managing any of the affairs of the Company whether in the United Kingdom or elsewhere and may appoint any persons to be members of a local or divisional board, or to be managers or agents, and may fix their remuneration.

(b) The board may delegate to any local or divisional board, manager or agent any of its powers, authorities and discretions (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.

(c) Any appointment or delegation under this article may be made on such terms and subject to such conditions as the board thinks fit and the board may remove any person so appointed, and may revoke or vary any delegation, but no person dealing in good faith shall be affected by the revocation or variation.

75 Powers of attorney

The board may by power of attorney or otherwise appoint any person to be the agent of the Company on such terms (including terms as to remuneration) as it may decide and may delegate to any person so appointed any of its powers, authorities and discretions (with power to sub- delegate). The board may remove any person appointed under this article and may revoke or vary the delegation, but no person dealing in good faith shall be affected by the revocation or variation.

DIRECTORS' INTERESTS 76 Directors' interests other than in relation to transactions or arrangements with the Company

(a) If a situation (a Relevant Situation) arises in which a director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company (including, without limitation, in relation to the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it but excluding any situation which cannot reasonably be regarded as likely to give rise to a conflict of interest) the following provisions shall apply if the conflict of interest does not arise in relation to a transaction or arrangement with the Company:

(i) if the Relevant Situation arises from the appointment or proposed appointment of a person as a director of the Company, the directors (other than the director, and any other director with a similar interest, who, unless permitted in accordance with article 80(c), shall not be counted in the quorum at the meeting and shall not vote on the resolution) may resolve to authorise the appointment of the director and the Relevant Situation on such terms as they may determine; and

(ii) if the Relevant Situation arises in circumstances other than in paragraph (i) above, the directors (other than the director and any other director with a similar interest who shall not be counted in the quorum at the meeting and shall not vote on the resolution) may resolve to authorise the Relevant Situation and the continuing performance by the director of his the director's duties on such terms as they may determine.

(b) Any reference in paragraph (a) above to a conflict of interest includes a conflict of interest and duty and a conflict of duties.

(c) Any terms determined by directors under paragraphs (a)(i)(a)(i) or (a)(ii)(a)(ii) above may be imposed at the time of the authorisation or may be imposed or varied subsequently and may include (without limitation):

(i) whether the interested directors may vote (or be counted in the quorum at a meeting) in relation to any resolution relating to the Relevant Situation;

(ii) the exclusion of the interested directors from all information and discussion by the Company of the Relevant Situation; and

(iii) (without prejudice to the general obligations of confidentiality) the application to the interested directors of a strict duty of confidentiality to the Company for any confidential information of the Company in relation to the Relevant Situation.

(d) An interested director must act in accordance with any terms determined by the directors under paragraphs (a)(i)(a)(i) or (a)(ii)(a)(ii) above.

(e) Except as specified in paragraph (a)HYPERLINK l "_bookmark104"(a) above, any proposal made to the directors and any authorisation by the directors in relation to a Relevant Situation shall be dealt with in the same way as any other matter may be proposed to and resolved upon by the directors in accordance with the provisions of these articles.

(f) Any authorisation of a Relevant Situation given by the directors under paragraph (a) above may provide that, where the interested director obtains (other than through histhe director's position as a director of the Company) information that is confidential to a third party, he the interested director will not be obliged to disclose it to the Company or to use it in relation to the Company's affairs in circumstances where to do so would amount to a breach of that confidence.

77 Declaration of interests other than in relation to transactions or arrangements with the Company

A director shall declare the nature and extent of histhe director's interest in a Relevant Situation within article HYPERLINK l "_bookmark105"73(a)(i)75(a)(i) or HYPERLINK l "_bookmark106"73(a)(ii)75(a)(ii) to the other directors.

78 Declaration of interests in a proposed transaction or arrangement with the Company

If a director is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company, hethe director must declare the nature and extent of that interest to the other directors.

79 Declaration of interest in an existing transaction or arrangement with the Company

Where a director is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company, hethe director must declare the nature and extent of histhat interest to the other directors, unless the interest has already been declared under article HYPERLINK l "_bookmark108"7575 above.

80 Provisions applicable to declarations of interest

(a) The declaration of interest must (in the case of article HYPERLINK l "_bookmark109"7678) and may, but need not (in the case of article HYPERLINK l "_bookmark107"74 76 or HYPERLINK l "_bookmark108"7577) be made:

(i) at a meeting of the directors; or

(ii) by notice to the directors in accordance with:

(A) section 184 of the CA 2006 (notice in writing); or

(B) section 185 of the CA 2006 (general notice).

(b) If a declaration of interest proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.

(c) Any declaration of interest required by article HYPERLINK l "_bookmark107"74 76 above must be made as soon as is reasonably practicable. Failure to comply with this requirement does not affect the underlying duty to make the declaration of interest.

(d) Any declaration of interest required by article HYPERLINK l "_bookmark108"75 77 above must be made before the Company enters into the transaction or arrangement.

(e) Any declaration of interest required by article HYPERLINK l "_bookmark109"76 78 above must be made as soon as is reasonably practicable. Failure to comply with this requirement does not affect the underlying duty to make the declaration of interest.

(f) A declaration in relation to an interest of which the director is not aware, or where the director is not aware of the transaction or arrangement in question, is not required. For this purpose, a director is treated as being aware of matters of which hethe director ought reasonably to be aware.

(g) A director need not declare an interest:

(i) if it cannot reasonably be regarded as likely to give rise to a conflict of interest;

(ii) if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware); or

(iii) if, or to the extent that, it concerns terms of histhe director's service contract that have been or are to be considered:

(A) by a meeting of the directors; or

(B) by a committee of the directors appointed for the purpose under the articles.

81 Directors' interests and voting

(a) Subject to the Statutes and to declaring hisany interest or interests in accordance with article HYPERLINK l "_bookmark107"74,76, HYPERLINK l "_bookmark108"75 77 or HYPERLINK l "_bookmark109"76 78 above, a director may:

(i) enter into or be interested in any transaction or arrangement with the Company, either with regard to histhe director's tenure of any office or position in the management, administration or conduct of the business of the Company or as vendor, purchaser or otherwise;

(ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with histhe director's office of director for such period (subject to the Statutes) and upon such terms as the board may decide and be paid such extra remuneration for so doing (whether by way of salary, commission, participation in profits or otherwise) as the board may decide, either in addition to or in lieu of any remuneration under any other provision of these articles;

(iii) act by himselfpersonally or hisby the director's firm in a professional capacity for the Company (except as auditor) and be entitled to remuneration for professional services as if hethe director were not a director;

(iv) be or become a member or director of, or hold any other office or place of profit under, or otherwise be interested in, any holding company or subsidiary undertaking of that holding company or any other company in which the Company may be interested. The board may cause the voting rights conferred by the shares in any other company held or owned by the Company or exercisable by them as directors of that other company to be exercised in such manner in all respects as it thinks fit (including the exercise of voting rights in favour of any resolution appointing the directors or any of them as directors or officers of the other company or voting or providing for the payment of any benefit to the directors or officers of the other company); and

(v) be or become a director of any other company in which the Company does not have an interest if that cannot reasonably be regarded as likely to give rise to a conflict of interest at the time of histhe director's appointment as a director of that other company.

(b) A director shall not, by reason of his holding office as director (or of the fiduciary relationship established by holding that office), be liable to account to the Company for any remuneration, profit or other benefit resulting from:

(i) any Relevant Situation authorised under article HYPERLINK l "_bookmark104"73(a);75(a); or

(ii) any interest permitted under paragraph (a) above,

and no contract shall be liable to be avoided on the grounds of any director having any type of interest authorised under article HYPERLINK l "_bookmark104"73(a)75(a) or permitted under paragraph (a) above.

(c) A director shall not vote (or be counted in the quorum at a meeting) in respect of any resolution concerning histhat director's own appointment (including fixing or varying its terms), or the termination of histhat director's own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested but, where proposals are under consideration concerning the appointment (including fixing or varying its terms), or the termination of the appointment, of two or more directors to offices or places of profit with the Company or any other company in which the Company is interested, those proposals may be divided and a separate resolution may be put in relation to each director and in that case each of the directors concerned (if not otherwise debarred from voting under this article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution unless it concerns histhat director's own appointment or the termination of histhat director's own appointment.

(d) A director shall also not vote (or be counted in the quorum at a meeting) in relation to any resolution relating to any transaction or arrangement with the Company in which hethe director has an interest which may reasonably be regarded as likely to give rise to a conflict of interest and, if hethe director purports to do so, histhe director's vote shall not be counted, but this prohibition shall not apply and a director may vote (and be counted in the quorum) in respect of any resolution concerning any one or more of the following matters:

(i) any transaction or arrangement in which hethe director is interested by virtue of an interest in shares, debentures or other securities of the Company or otherwise in or through the Company;

(ii) the giving of any guarantee, security or indemnity in respect of:

(A) money lent or obligations incurred by himthe director or by any other person at the request of, or for the benefit of, the Company or any of its subsidiary undertakings; or

(B) a debt or obligation of the Company or any of its subsidiary undertakings for which he himselfthe director personally has assumed responsibility in whole or in part (either alone or jointly with others) under a guarantee or indemnity or by the giving of security;

(iii) indemnification (including loans made in connection with it) by the Company in relation to the performance of histhe director's duties on behalf of the Company or of any of its subsidiary undertakings;

(iv) any issue or offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings in respect of which hethe director is or may be entitled to participate in histhe director's capacity as a holder of any such securities or as an underwriter or sub-underwriter;

(v) any transaction or arrangement concerning any other company in which hethe director does not hold, directly or indirectly as shareholder, or through histhe director's direct or indirect holdings of financial instruments (within the meaning of Chapter 5 of the Disclosure and Guidance and Transparency Rules) voting rights representing 1% or more of any class of shares in the capital of that company;

(vi) any transaction or arrangement between the Company and a wholly owned subsidiary of the Company;

(vii) any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which does not accord to himthe director any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and

(viii) the purchase or maintenance of insurance for the benefit of directors or for the benefit of persons including directors.

(e) In the case of an alternate director, an interest of histhe alternate director's appointor shall be treated as an interest of the alternate in addition to any interest which the alternate otherwise has.

(f) If any question arises at any meeting as to whether an interest of a director (other than the chairman of the meeting) may reasonably be regarded as likely to give rise to a conflict of interest or as to the entitlement of any director (other than the chairman of the meeting) to vote in relation to a transaction or arrangement with the Company and the question is not resolved by histhe director voluntarily agreeing to abstain from voting, the question shall be referred to the chairman of the meeting and histhe chair's ruling in relation to the director concerned shall be final and conclusive except in a case where the nature or extent of the interest of the director concerned, so far as known to himthe director concerned, has not been fairly disclosed. If any question shall arise in respect of the chairman of the meeting and is not resolved by histhe chair voluntarily agreeing to abstain from voting, the question shall be decided by a resolution of the board (for which purpose the chairman shall be counted in the quorum but shall not vote on the matter) and the resolution shall be final and conclusive except in a case where the nature or extent of the interest of the chairman of the meeting, so far as known to himthe chair, has not been fairly disclosed.

(g) Subject to the Statutes, the Company may by ordinary resolution suspend or relax the provisions of this article to any extent or ratify any transaction or arrangement not duly authorised by reason of a contravention of this article.

PROCEEDINGS OF THE BOARD 82 Board meetings

The board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A director at any time may, and the secretary at the request of a director at any time shall, summon a board meeting.

83 Notice of board meetings

Notice of a board meeting may be given to a director personally or by word of mouth or given in hard copy form or in electronic form to himthe director at such address as hethe director may from time to time specify for this purpose (or if hethe director does not specify an address, at histhe director's last known address). A director may waive notice of any meeting either prospectively or retrospectively. A director will be treated as having waived entitlement to notice unless the director has supplied the Company with the information necessary to ensure that the director receives notice of a meeting before it takes place.

84 Quorum

The quorum necessary 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. Subject to these articles, 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 end of the board meeting if no other director objects and if otherwise a quorum of directors would not be present.

85 Chairman or deputy chairman to preside

(a) The board may appoint a chairman and one or more deputy chairman or chairsmen and may at any time revoke any such appointment.

(b) The chairman, or failing himthe chair any deputy chairman (the longest in office taking precedence, if more than one is present), shall, if present and willing, preside at all board meetings but, if no chairman or deputy chairman has been appointed, or if hethe chair or deputy chair is not present within five minutes after the time fixed for holding the meeting or is unwilling to act as chairman of the meeting, the directors present shall choose one of their number to act as chairman of the meeting.

86 Competence of board meetings

A board meeting at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the board.

87 Voting

Questions arising at any board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.

88 Telephone/electronic board meetings

(a) A board meeting may consist of a conference between directors some or all of whom are in different places provided that each director may participate in the business of the meeting whether directly, by telephone or by any other means (whether electronically or otherwise) which enables himthe director:

(i) to hear (or otherwise receive real time communications made by) each of the other participating directors addressing the meeting; and

(ii) if hethe director so wishes, to address all of the other participating directors simultaneously (or otherwise communicate in real time with them).

(b) A quorum is deemed to be present if at least the number of directors required to form a quorum, subject to the provisions of article HYPERLINK l "_bookmark90"65,67, may participate in the manner specified above in the business of the meeting.

(c) A board meeting held in this way is deemed to take place at the place where the largest group of participating directors is assembled or, if no such group is readily identifiable, at the place from where the chairman of the meeting participates.

89 Resolutions without meetings

A resolution which is signed or approved by all the directors entitled to vote on that resolution (and whose vote would have been counted) shall be as valid and effectual as if it had been passed at a board meeting duly called and constituted. The resolution may be contained in one document or communication in electronic form or in several documents or communications in electronic form (in like form), each signed or approved by one or more of the directors concerned. For the purpose of this article the approval of a director shall be given in hard copy form or in electronic form.

90 Validity of acts of directors in spite of formal defect

All acts bona fide done by a meeting of the board, or of a committee, or by any person acting as a director or a member of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the board or committee or of the person so acting, or that they or any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified to be a director and had continued to be a director or member of the committee and had been entitled to vote.

91 Minutes

The board shall cause minutes to be made in books kept for the purpose:

(i) of all appointments of officers made by the board;

(ii) of the names of all the directors present at each meeting of the board and of any committee; and

(iii) of all resolutions and proceedings of all meetings of the Company and of any class of members, and of the board and of any committee.

SECRETARY 92 Secretary

The secretary shall be appointed by the board for such term, at such remuneration and on such conditions as it thinks fit, and the board may remove from office any person so appointed (without prejudice to any claim for damages for breach of any contract between himthe secretary and the Company).

SHARE CERTIFICATES 93 Issue of share certificates

(a) A person whose name is entered in the register as the holder of any certificated shares shall be entitled (unless the conditions of issue otherwise provide) to receive one certificate for those shares, or one certificate for each class of those shares and, if hethat person transfers part of the shares represented by a certificate in histhat person's name, or elects to hold part in uncertificated form, to receive a new certificate for the balance of those shares.

(b) In the case of joint holders, the Company shall not be bound to issue more than one certificate for all the shares in any particular class registered in their joint names, and delivery of a certificate for a share to any one of the joint holders shall be sufficient delivery to all.

(c) A share certificate may be issued under seal or signed by at least one director and the secretary or by at least two directors (which may include any signature being applied mechanically or electronically) or by any one director in the presence of a witness who attests the signature), or made effective in such other way as the directors decide. A share certificate shall specify the number and class of the shares to which it relates and the amount or respective amounts paid up on the shares. Any certificate so issued shall, as against the Company, be prima facie evidence of title of the person named in that certificate to the shares comprised in it.

(d) A share certificate may be given to a member in accordance with the provisions of these articles on notices.

94 Charges for and replacement of certificates

(a) Except as expressly provided to the contrary in these articles, no fee shall be charged for the issue of a share certificate.

(b) Any two or more certificates representing shares of any one class held by any member may at histhe member's request be cancelled and a single new certificate issued.

(c) If any member surrenders for cancellation a certificate representing shares held by himthat member and requests the Company to issue two or more certificates representing those shares in such proportions as hethat member may specify, the board may, if it thinks fit, comply with the request on payment of such fee (if any) as the board may decide.

(d) If a certificate is damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued on compliance with such conditions as to evidence, indemnity and security for such indemnity as the board may think fit and on payment of any exceptional expenses of the Company incidental to its investigation of the evidence and preparation of the indemnity and security and, if damaged or defaced, on delivery up of the old certificate.

(e) In the case of joint holders of a share a request for a new certificate under any of the preceding paragraphs of this article may be made by any one of the joint holders unless the certificate is alleged to have been lost, stolen or destroyed.

LIEN ON SHARES 95 Lien on partly paid shares

(a) The Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable (whether or not due) in respect of that share. The lien shall extend to every amount payable in respect of that share.

(b) The board may at any time either generally or in any particular case declare any share to be wholly or partly exempt from this article. Unless otherwise agreed, the registration of a transfer of a share shall operate as a waiver of the Company's lien (if any) on that share.

96 Enforcement of lien

(a) The Company may sell any share subject to a lien in such manner as the board may decide if an amount payable on the share is due and is not paid within fourteen clear days after a notice has been given to the holder or any person entitled by transmission to the share demanding payment of that amount and giving notice of intention to sell in default.

(b) To give effect to any sale under this article, the board may authorise some person to transfer the share sold to, or as directed by, the purchaser. The purchaser shall not be bound to see to the application of the purchase money nor shall the title of the new holder to the share be affected by any irregularity in or invalidity of the proceedings relating to the sale.

(c) The net proceeds of the sale, after payment of the costs of such sale, shall be applied in or towards satisfaction of the amount due and any residue shall (subject to a like lien for any amounts not presently due as existed on the share before the sale), on surrender, in the case of shares held in certificated form, of the certificate for the shares sold, be paid to the holder or person entitled by transmission to the share immediately before the sale.

CALLS ON SHARES 97 Calls

(a) Subject to the terms of allotment, the board may make calls on the members in respect of any moneys unpaid on their shares (whether in respect of nominal amount or premium) and each member shall (subject to his receiving at least fourteen clear days' notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on histhe member's shares. A call may be revoked or postponed as the board may decide.

(b) Any call may be made payable in one sum or by instalments and shall be deemed to be made at the time when the resolution of the board authorising that call is passed.

(c) A person on whom a call is made shall remain liable for it notwithstanding the subsequent transfer of the share in respect of which the call is made.

(d) The joint holders of a share shall be jointly and severally liable for the payment of all calls in respect of that share.

98 Interest on calls

If a call is not paid before or on the due date for payment, the person from whom it is due shall pay interest on the amount unpaid, from the due date for payment to the date of actual payment, at such rate as the board may decide, but the board may waive payment of the interest, wholly or in part.

99 Sums treated as calls

A sum which by the terms of allotment of a share is payable on allotment, or at a fixed time, or by instalments at fixed times, shall for all purposes of these articles be deemed to be a call duly made and payable on the date or dates fixed for payment and, in case of non- payment, these articles shall apply as if that sum had become payable by virtue of a call.

100 Power to differentiate

On any allotment of shares the board may make arrangements for a difference between the allottees or holders of the shares in the amounts and times of payment of calls on their shares.

101 Payment of calls in advance

The board may, if it thinks fit, receive all or any part of the moneys payable on a share beyond the sum actually called up on it if the holder is willing to make payment in advance and, on any moneys so paid in advance, may (until they would otherwise be due) pay interest at such rate as may be agreed between the board and the member paying the sum in advance.

FORFEITURE OF SHARES 102 Notice of unpaid calls

(a) If the whole or any part of any call or instalment remains unpaid on any share after the due date for payment, the board may give a notice to the holder requiring himthe holder to pay so much of the call or instalment as remains unpaid, together with any accrued interest.

(b) The notice shall state a further day, being not less than fourteen clear days from the date of the notice, on or before which, and the place where, payment is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the share in respect of which the call was made or instalment is payable will be liable to be forfeited.

(c) The board may accept a surrender of any share liable to be forfeited.

103 Forfeiture on non-compliance with notice

(a) If the requirements of a notice given under the preceding article are not complied with, any share in respect of which it was given may (before the payment required by the notice is made) be forfeited by a resolution of the board. The forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited share and not actually paid before the forfeiture.

(b) If a share is forfeited, notice of the forfeiture shall be given to the person who was the holder of the share or (as the case may be) the person entitled to the share by transmission, and an entry that notice of the forfeiture has been given, with the relevant date, shall be made in the register; but no forfeiture shall be invalidated by any omission to give such notice or to make such entry.

104 Power to annul forfeiture or surrender

The board may, at any time before the forfeited or surrendered share has been sold, re- allotted or otherwise disposed of, annul the forfeiture or surrender upon payment of all calls and interest due on or incurred in respect of the share and on such further conditions (if any) as it thinks fit.

105 Disposal of forfeited or surrendered shares

(a) Every share which is forfeited or surrendered shall become the property of the Company and (subject to the Statutes) may be sold, re-allotted or otherwise disposed of, upon such terms and in such manner as the board shall decide either to the person who was before the forfeiture the holder of the share or to any other person and whether with or without all or any part of the amount previously paid up on the share being credited as so paid up. The board may for the purposes of a disposal authorise some person to transfer the forfeited or surrendered share to, or in accordance with the directions of, any person to whom the same has been disposed of.

(b) A statutory declaration by a director or the secretary that a share has been forfeited or surrendered on a specified date shall, as against all persons claiming to be entitled to the share, be conclusive evidence of the facts stated in it and shall (subject to the execution of any necessary transfer) constitute a good title to the share. The person to whom the share has been disposed of shall not be bound to see to the application of the consideration for the disposal (if any) nor shall histhat person's title to the share be affected by any irregularity in or invalidity of the proceedings connected with the forfeiture, surrender, sale, re-allotment or disposal of the share.

106 Arrears to be paid notwithstanding forfeiture or surrender

A person any of whose shares have been forfeited or surrendered shall cease to be a member in respect of the forfeited or surrendered share and shall, in the case of shares held in certificated form, surrender to the Company for cancellation any certificate for the share forfeited or surrendered, but shall remain liable (unless payment is waived in whole or in part by the board) to pay to the Company all moneys payable by himthat person on or in respect of that share at the time of forfeiture or surrender, together with interest from the time of forfeiture or surrender until payment at such rate as the board shall decide, in the same manner as if the share had not been forfeited or surrendered. HeSuch a person shall also be liable to satisfy all the claims and demands (if any) which the Company might have enforced in respect of the share at the time of forfeiture or surrender. No deduction or allowance shall be made for the value of the share at the time of forfeiture or surrender or for any consideration received on its disposal.

SEAL 107 Seal

(a) The Company may exercise the powers conferred by the Statutes with regard to having official seals and those powers shall be vested in the board.

(b) Affixing the seal to an instrument shall include impressing the seal by mechanical means, or printing the seal or a facsimile of it by any other means to the instrument.

(c) The board shall provide for the safe custody of every seal of the Company.

(d) A seal shall be used only by the authority of the board or a duly authorised committee but that authority may consist of an instruction or approval given in hard copy form or in electronic form by a majority of the directors or of the members of a duly authorised committee.

(e) The board may determine who shall sign any instrument to which a seal is applied, either generally or in relation to a particular instrument or type of instrument, and may also determine, either generally or in any particular case, that such signatures shall be dispensed with or affixed by some mechanical or, other means.

(f) Unless otherwise decided by the board:

(i) certificates for shares, debentures or other securities of the Company issued under seal need not be signed; and

(ii) every other instrument to which a seal is applied shall be signed by at least one director and the secretary or by at least two directors or by one director in the presence of a witness who attests the signature.

DIVIDENDS 108 Declaration of dividends by the Company

The Company may, by ordinary resolution, declare a dividend to be paid to the members, according to their respective rights and interests in the profits, and may fix the time for payment of such dividend, but no dividend shall exceed the amount recommended by the board.

109 Fixed and interim dividends

The board may pay such interim dividends as appear to the board to be justified by the financial position of the Company and may also pay any dividend payable at a fixed rate at intervals settled by the board whenever the financial position of the Company, in the opinion of the board, justifies its payment. If the board acts in good faith, none of the directors shall incur any liability to the holders of shares conferring preferred rights for any loss such holders may suffer in consequence of the payment of an interim dividend on any shares having non-preferred or deferred rights.

110 Calculation and currency of dividends

(a) Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:

(i) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share;

(ii) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; and

(iii) dividends may be declared or paid in any currency.

(b) The board may agree with any member that dividends which may at any time or from time to time be declared or become due on histhat member's shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other person to bear any costs involved.

111 Method of payment

(a) The Company may pay any dividend or other sum payable in respect of a share, it may, subject to paragraph (c) below, be paid by such method as the board, in its absolute discretion, shall determine and without limiting any other method of payment which the Company may adopt, the board may determine that a payment can be made wholly or partly by one or more of the following means:

(i) by cheque or dividend warrant payable to the holder (or, in the case of joint holders, the holder whose name stands first in the register in respect of the relevant share) or to such other person as the holder (or, in the case of joint holders, all the joint holders) may notify to the Company for the purpose; or

(ii) by a bank or other funds transfer system or by such other electronic means (including, in the case of an uncertificated share, a relevant system) to such account as the holder (or, in the case of joint holders, all the joint holders) may notify to the Company for the purpose; or

(iii) in such other way as may be agreed between the Company and the holder (or, in the case of joint holders, all such holders).

(b) Any such cheque or dividend warrant may be sent by post to the registered address of the holder (or, in the case of joint holders, to the registered address of that person whose name stands first in the register in respect of the relevant share) or to such other address as the holder (or, in the case of joint holders, all the joint holders) may notify to the Company for the purpose.

(c) In respect of the payment of any dividend or other sum which is a distribution, the board may decide, and notify the holder, that:

(i) one or more means of payment, including one or more of the means described in paragraph

(a) above, will be used for payment and a holder may elect to receive the payment by one of the means so notified in the manner prescribed by the board;

(ii) one or more of such means will be used for the payment unless a holder elects otherwise in the manner prescribed by the board; or

(iii) one or more of such means will be used for the payment and that holders will not be able to elect otherwise.

The board may for this purpose decide that different methods of payment may apply to different holders or groups of holders.

(d) Every cheque or warrant is sent, and payment in any other way is made, at the risk of the person or persons entitled to it and the Company will not be responsible for any sum lost or delayed when it has sent or transmitted the sum in accordance with these articles. Clearance of a cheque or warrant or transmission of funds through a bank or other funds transfer system or by such other electronic means as is permitted by these articles shall be a good discharge to the Company.

(e) Any joint holder or other person jointly entitled to any share may give an effective receipt for any dividend or other sum paid in respect of the share.

(f) Any dividend or other sum payable in respect of any share may be paid to a person or persons entitled by transmission to that share as if he that person or theythose persons were the holder or joint holders of that share and histhat person's address (or the address of the first named of two or more persons jointly entitled) noted in the register were the registered address.

(g) In the event that:

(i) a holder does not specify an address, or does not specify an account of a type prescribed by the board, or other details necessary in order to make a payment of a dividend or other distribution by the means by which the board has decided in accordance with this article that a payment is to be made, or by which the holder has elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election; or

(ii) if payment cannot be made by the Company using the details provided by the holder, then

the dividend or other distribution shall be treated as unclaimed for the purposes of these articles.

112 Dividends not to bear interest

No dividend or other moneys payable by the Company on or in respect of any share shall bear interest as against the Company unless otherwise provided by the rights attached to the share.

113 Calls or debts may be deducted from dividends

The board may deduct from any dividend or other moneys payable to any person (either alone or jointly with another) on or in respect of a share all such sums as may be due from himthat person (either alone or jointly with another) to the Company on account of calls or otherwise in relation to shares of the Company.

114 Unclaimed dividends etc.

(a) All unclaimed dividends, interest or other sums payable may be invested or otherwise made use of by the board for the benefit of the Company until claimed. All dividends and any other such moneys unclaimed for a period of twelve years after having been declared shall be forfeited and cease to remain owing by the Company.

(b) If the Company exercises its power of sale in accordance with article 128, all dividends and other such moneys payable on that share shall be forfeited and cease to remain owing by the Company.

(c) The payment of any unclaimed dividend, interest or other sum payable by the Company on or in respect of any share into a separate account shall not constitute the Company a trustee in respect of it.

115 Uncashed dividends

If:

(i) a payment for a dividend or other sum payable in respect of a share sent by the Company to the person entitled to it in accordance with these articles is left uncashed or is returned to the Company or a payment has failed (including where the payment has been rejected or refunded) and, after reasonable enquiries, the Company is unable to establish any new address or, with respect to a payment to be made by a funds transfer system, a new account, for that person; or

(ii) such a payment is left uncashed or returned to the Company or fails (including where the payment has been rejected or refunded) on two consecutive occasions,

the Company shall not be obliged to send any dividends or other sums payable in respect of that share to that person until he that person notifies the Company of an address or, where the payment is to be made by a funds transfer system, details of the account, to be used for the purpose.

116 Dividends in specie

(a) With the authority of an ordinary resolution of the Company and on the recommendation of the board, payment of any dividend may be satisfied wholly or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company.

(b) Where any difficulty arises with the distribution, the board may settle the difficulty as it thinks fit and, in particular, may issue fractional certificates (or ignore fractions), fix the value for distribution of the specific assets or any part of them, determine that cash payments be made to any members on the basis of the value so fixed in order to secure equality of distribution and vest any of the specific assets in trustees on such trusts for the persons entitled to the dividend as the board may think fit.

117 Scrip dividends

(a) The board may, with the authority of an ordinary resolution of the Company, offer any holders of ordinary shares the right to elect to receive further ordinary shares, credited as fully paid, instead of cash in respect of all (or some part) of any dividend specified by the ordinary resolution (a scrip dividend) in accordance with the following provisions of this article.

(b) The ordinary resolution may specify a particular dividend (whether or not already declared) or may specify all or any dividends declared within a specified period, but such period may not end later than five years after the date of the meeting at which the ordinary resolution is passed.

(c) The basis of allotment shall be decided by the board so that, as nearly as may be considered convenient, the value of the further ordinary shares, including any fractional entitlement, is equal to the amount of the cash dividend which would otherwise have been paid (disregarding the amount of any associated tax credit).

(d) For the purposes of paragraph (c) above HYPERLINK l "_bookmark157" (a) above the value of the further ordinary shares shall be:

(i) equal to the average middle-market quotation for a fully paid share of the relevant class, as shown in the London Stock Exchange Daily Official List for the day on which such shares are first quoted "ex" the relevant dividend and the four subsequent dealing days; or

(ii) calculated in such manner as may be determined by or in accordance with the ordinary resolution.

(e) The board shall give notice to the holders of ordinary shares of their rights of election in respect of the scrip dividend and shall specify the procedure to be followed in order to make an election.

(f) The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and instead further ordinary shares shall be allotted in accordance with elections duly made and the board shall capitalise a sum equal to the aggregate nominal amount of the shares to be allotted out of such sums available for the purpose as the board may consider appropriate.

(g) The further ordinary shares so allotted shall rank pari passu in all respects with the fully paid ordinary shares then in issue except as regards participation in the relevant dividend.

(h) The board may decide that the right to elect for any scrip dividend shall not be made available to members resident in any territory where, in the opinion of the board, compliance with local laws or regulations would be unduly onerous.

(i) The board may do all acts and things as it considers necessary or expedient to give effect to the provisions of a scrip dividend election and the issue of any ordinary shares in accordance with the provisions of this article, and may make such provisions as it thinks fit for the case of shares becoming distributable in fractions (including provisions under which, in whole or in part, the benefit of fractional entitlements accrues to the Company rather than to the members concerned). To the extent that the entitlement of any holder of ordinary shares in respect of any dividend is less than the value of one new ordinary share (as determined for the basis of any scrip dividend) the board may also from time to time establish or vary a procedure for such entitlement to be accrued and aggregated with any similar entitlement for the purposes of any subsequent scrip dividend.

(j) The board may from time to time establish or vary a procedure for election mandates, under which a holder of ordinary shares may, in respect of any future dividends for which a right of election pursuant to this article is offered, elect to receive ordinary shares in lieu of such dividend on the terms of such mandate.

(k) The board shall not make a scrip dividend available unless the Company has sufficient undistributed profits or reserves to give effect to elections which could be made to receive that scrip dividend.

(l) The board may decide at any time before the further ordinary shares are allotted that such shares shall not be allotted and pay the relevant dividend in cash instead. Such decision may be made before or after any election has been made by holders of ordinary shares in respect of the relevant dividend.

CAPITALISATION OF RESERVES 118 Capitalisation of reserves

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

(a) subject to the provisions of this article, resolve to capitalise any sum standing to the credit of any reserve account of the Company (including share premium account and capital redemption reserve) or any sum standing to the credit of profit and loss account not required for the payment of any preferential dividend (whether or not it is available for distribution);

(b) 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 it were distributed by way of dividend and in the same proportions (or, in connection with any arrangements and proposed transactions described in a circular to the members, in such proportions as the board determines to give effect to such arrangements and proposed transactions set out in that circular and to any valid elections made or deemed to be made by members in respect of any of the arrangements or proposed transactions set out in the relevant circular);

(c) apply that sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full 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 in paying up shares to be allotted to members credited as fully paid (including, in connection with any arrangements and proposed transactions set out in a circular to the members, shares of different or multiple classes which would be paid up and allotted and distributed credited as fully paid among those members in accordance with the arrangements and proposed transactions set out in that circular and any valid elections made, or deemed to be made, by members pursuant to those arrangements and proposed transactions set out in the relevant circular);

(d) allot the shares, debentures or other obligations credited as fully paid to those members (including, in connection with any arrangements and proposed transactions set out in a circular to the members, shares of different or multiple classes which would be paid up and allotted and distributed credited as fully paid among those members in accordance with the arrangements and proposed transactions set out in that circular and any valid elections made, or deemed to be made, by members pursuant to those arrangements and proposed transactions set out in the relevant circular), or as they may direct, in those proportions (or, in connection with any arrangements and proposed transactions described in a circular to the members, in such proportions as the board determines to give effect to such arrangements and proposed transactions set out in that circular and to any valid elections made or deemed to be made by members in respect of any of the arrangements or proposed transactions set out in the relevant circular), or partly in one way and partly in the other;

(e) 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 in the correct proportion but not exactly so, ignoring fractions altogether or resolving that cash payments be made to any members in order to adjust the rights of all parties;

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

(i) the allotment to the members respectively, credited as fully paid, of any shares, debentures or other obligations (including, in connection with any arrangements and proposed transactions set out in a circular to the members, shares of different or multiple classes which would be paid up and allotted and distributed credited as fully paid among those members in accordance with the arrangements and proposed transactions set out in that circular and any valid elections made, or deemed to be made, by members pursuant to those arrangements and proposed transactions set out in the relevant circular) 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 (or, in connection with any arrangements and proposed transactions described in a circular to the members, in such proportions as the board determines to give effect to such arrangements and proposed transactions set out in that circular and to any valid elections made or deemed to be made by members in respect of any of the arrangements or proposed transactions set out in the relevant circular) of the sum resolved to be capitalised,

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

(g) generally do all acts and things required to give effect to the ordinary resolution; and

(h) for the purposes of this article, unless the relevant resolution provides otherwise, if the Company holds treasury shares of the relevant class at the record date specified in the relevant resolution, it shall be treated as if it were entitled to receive the dividends in respect of those treasury shares which would have been payable if those treasury shares had been held by a person other than the Company.

119 Capitalisation of reserves - employees' share schemes

(a) This article (which is without prejudice to the generality of the provisions of the immediately preceding article) applies where, pursuant to an employees' share scheme:

(i) where a person is granted pursuant to an employees' share scheme a right to subscribe for shares in the Company in cash at a subscription price less than their nominal value; andor

(ii) where, pursuant to an employees' share scheme, the terms on which any person is entitled to subscribe in cash for shares in the Company are adjusted as a result of a capitalization issue, rights issue or other variation of capital so that the subscription price is less than their nominal value.

(b) In any such case the board:

(i) may, without requiring any further authority of the Company in general meeting, at any time transfer from the profits or reserves of the Company which are available for distribution and not required for the payment of any preferential dividend to a reserve account a sum (the reserve amount) which is equal to the amount required to pay up the nominal value of the shares in full, after taking into account the amount (if any) payable by the personshall transfer to a reserve account a sum equal to the deficiency between the subscription price and the nominal value of the shares (the cash deficiency) from the profits or reserves of the Company which are available for distribution and not required for the payment of any preferential dividend; and

(ii) (subject to paragraph (d) below) shawill not apply that reserve accmount for any purpose other than paying up the cash deficiency nominal value upon the allotment of those shares.

(c) Whenever the Company is required to allot shares pursuant to such a right described in paragraph (a) aboveto subscribe, the board shawill (subject to the Statutes) appropriate to capital out of the reserve accmount anthe amount necessary to pay up the nominal value of those shares in full, after taking into account the amount (if any) payable by the person, apply that amount in paying up the nominal value of those shares in full equal to the cash deficiency applicable to those shares, apply that amount in paying up the deficiency on the nominal value of those shares and allot those shares credited as fully paid to the person entitled to them.

(d) If any person ceases to be entitled to subscribe for shares as described in paragraph (a) above, the restrictions on the reserve accmount shall cease to apply in relation to suchthe part of the reserve amccount as is equal to the amount of the cash deficiency applicable to those shares.

(e) No right shall be granted under any employees' share scheme under paragraph (a)(i) above and no adjustment shall be made as mentioned in paragraph (a)(ii) above unless there are sufficient profits or reserves of the Company available for distribution and not required for the payment of any preferential dividend to permit the transfer to a reserve account in accordance with this article of an amount sufficient to pay up the cash deficiency applicable to the shares concerned.

RECORD DATES 120 Fixing of record dates

(a) Notwithstanding any other of these articles, but without prejudice to any rights attached to any shares, the Company or the board may fix a date as the record date by reference to which a dividend will be declared or paid or a distribution, allotment or issue made, and that date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared, paid or made.

(b) In the absence of a record date being fixed, entitlement to any dividend, distribution, allotment or issue shall be determined by reference to the date on which the dividend is declared or the distribution, allotment or issue is made.

ACCOUNTS 121 Accounting records

(a) The board shall cause accounting records of the Company to be kept in accordance with the Statutes.

(b) No member (as such) shall have any right of inspecting any account, book or document of the Company, except as conferred by law or authorised by the board or by any ordinary resolution of the Company.

COMMUNICATIONS 122 Communications to the Company

(a) Subject to the Statutes and except where otherwise expressly stated, any document or information to be sent or supplied to the Company (whether or not such document or information is required or authorised under the Statutes) shall be in hard copy form or, subject to paragraph

(b) below, be sent or supplied in electronic form or by means of a website.

(b) Subject to the Statutes, a document or information may be given to the Company in electronic form only if it is given in such form and manner and to such address as may have been specified by the board from time to time for receipt of documents in electronic form. The board may prescribe such procedures as it thinks fit for verifying the authenticity or integrity of any such document or information given to it in electronic form.

123 Communications by the Company

(a) A document or information may be sent or supplied in hard copy form by the Company to any member either personally or by sending or supplying it by post addressed to the member at histhe member's registered address or by leaving it at that address.

(b) Subject to the Statutes (and any other rules applicable to the Company), a document or information may be sent or supplied by the Company to any member in electronic form to such address as may from time to time be authorised by the member concerned or by making it available on a website and notifying the member concerned in accordance with the Statutes (and other rules applicable to the Company) that it has been made available. A member shall be deemed to have agreed that the Company may send or supply a document or information by means of a website if the conditions set out in the Statutes have been satisfied.

(c) In the case of joint holders of a share, any document or information sent or supplied by the Company in any manner permitted by these articles to the joint holder who is named first in the register in respect of the joint holding shall be deemed to be given to all other holders of the share.

(d) A member whose registered address is not within the United Kingdom shall not be entitled to receive any notice from the Company unless hethe member gives to the Company a postal address within the United Kingdom at which notices may be given to himthat member.

124 Communication during suspension or curtailment of postal services

(a) If at any time by reason of the suspension or curtailment of postal services within the United Kingdom (or some part of the United Kingdom) the Company is unable effectively to give notice of a general meeting to some or all of its members or directors then, subject to complying with paragraph (b) below, the Company need only give notice of the meeting to those members or directors to whom the Company is entitled, in accordance with the Statutes, to give notice by electronic means.

(b) In the circumstances described in (a) above, the Company must:

(i) advertise the general meeting by a notice which appears on its website and in at least one national newspaper complying with the notice period requirements set out in article 31; and

(ii) send confirmatory copies of the notice (or, as the case may be, the notification of the website notice) by post to those members and directors to whom notice (or notification) cannot be given by electronic means if at least six clear days before the meeting the posting of notices (and notifications) to addresses throughout the United Kingdom again becomes practicable.

125 When communication is deemed received

(a) Any document or information, if sent by first class post, shall be deemed to have been received on the day following that on which the envelope containing it is put into the post, or, if sent by second class post, shall be deemed to have been received on the second day following that on which the envelope containing it is put into the post and in proving that a document or information has been received it shall be sufficient to prove that the letter, envelope or wrapper containing the document or information was properly addressed, prepaid and put into the post.

(b) Any document or information not sent by post but left at a registered address or address at which a document or information may be received shall be deemed to have been received on the day it was so left.

(c) Any document or information, if sent or supplied by electronic means, shall be deemed to have been received on the day on which the document or information was sent or supplied by or on behalf of the Company.

(d) If the Company receives a delivery failure notification following a communication by electronic means in accordance with paragraph (c) above, the Company shall send or supply the document or information in hard copy or electronic form (but not by electronic means) to the member either personally or by post addressed to the member at histhe member's registered address or by leaving it at that address. This shall not affect when the document or information was deemed to be received in accordance with paragraph (c) above.

(e) Where a document or information is sent or supplied by means of a website, it shall be deemed to have been received:

(i) when the material was first made available on the website; or

(ii) if later, when the recipient was deemed to have received notice of the fact that the material was available on the website.

(f) A member present, either in person or by proxy, at any meeting of the Company or class of members of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which the meeting was convened.

(g) Every person who becomes entitled to a share shall be bound by every notice (other than a notice in accordance with section 793 of the CA 2006) in respect of that share which before histhat person's name is entered in the register was given to the person from whom hethat person derives his title to the share.

126 Record date for communications

(a) For the purposes of giving notices of meetings, or of sending or supplying other documents or other information, whether under section 310(1) of the CA 2006, any other Statute, a provision in these articles or any other instrument, the Company may determine that persons entitled to receive such notices, documents or other information are those persons entered on the register at the close of business on a day determined by it.

(b) The day determined by the Company under paragraph (a) above may not be more than fifteen days before the day that the notice of the meeting, document or other information is given.

127 Communication to person entitled by transmission

Where a person is entitled by transmission to a share, any notice or other communication shall be given to himthat person, as if hethat person were the holder of that share and histhat person's address noted in the register were histhat person's registered address. In any other case, any notice or other communication given to any member pursuant to these articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly given in respect of any share registered in the name of that member as sole or joint holder.

128 Returned notices

A member shall not be entitled to receive any notice, cheque or other instrument of payment from the Company if two consecutive notices, cheques or other instruments of payment addressed to that member, and properly given under these articles, have been returned to the Company undelivered but a member shall again become entitled to receive notices, cheques or other instruments of payment following notice from that member to the Company of a new or corrected registered address (or, in the case of a member whose registered address is not within the United Kingdom, a new postal address within the United Kingdom at which notices may be given). Nothing in this article shall entitle the Company to cease sending any cheques, dividend warrants or otherwise to cease making any payments for dividends or other moneys payable in respect of shares, unless it is so entitled under article 114.

UNTRACED MEMBERS 129 Sale of shares of untraced members

(a) The Company may sell, in such manner as the board may decide and at the best price it considers to be reasonably obtainable at that time, any share of a member, or any share to which a person is entitled by transmission if and provided that:

(i) during a period of twelve years at least three cash dividends (whether interim or final) have become payable in respect of the share to be sold and have been sent by the Company in accordance with these articles;

(ii) during that period of twelve years no cash dividend payable in respect of the share has been claimed, no cheque, warrant, order or other payment for a dividend has been cashed, no dividend sent by means of a funds transfer system has been paid and no communication has been received by the Company from the member or the person entitled by transmission to the share;

(iii) on or after the expiry of that period of twelve years, the Company has sent, or caused to be sent, a notice to the registered address or last known address of the member or other person entitled, stating that it intends to sell the shares, and before sending such a notice to the member or other person entitled, the Company made, or caused to be made, tracing enquiries for the purpose of contacting that member or other person which the board considers to be reasonable and appropriate in the circumstances; and

(iv) during the period of three months following sending of the said notice and after that period until the exercise of the power to sell the share, the Company has not received any communication from the member or the person entitled by transmission to the share.

(b) If during the relevant period referred to in paragraph (a) or during any period ending on the date when all the requirements of paragraph (a) above have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all requirements set out in subparagraphs (a)(ii) to (iv) are satisfied in relation to such additional shares (but as if the references to a period of twelve years were omitted from sub- paragraph (a)(ii) and the reference to a period of three months was omitted from sub-paragraph (a)(iv) and no dividend has been claimed on those additional shares), the Company shall also be entitled to sell the additional shares.

(c) To give effect to any sale of shares:

(i) in the case of a share in certificated form, the board may authorise any person to execute an instrument of transfer of the share to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them, entering the name of the transferee in the register notwithstanding the absence of any share certificate being lodged in respect of the sale shares and issuing a new certificate to the transferee) as it thinks fit to effect the transfer; and

(ii) in the case of a share in uncertificated form, the board may, to enable the Company to deal with the share in accordance with the provisions of this article 125128, require the operator of a relevant system to convert the share into certificated form, and after such conversion, authorise any person to execute an instrument of transfer and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them, entering the name of the transferee in the register notwithstanding the absence of any share certificate being lodged in respect of the sale shares and issuing a new certificate to the transferee) as it thinks fit to effect the transfer,

and the title of the new holder to the share shall not be affected by any irregularity or invalidity in the proceedings relating to the sale.

(d) In the event that the Company has consolidated, divided, sub-divided, reduced or otherwise altered its share capital in a way which results in a member holding a replacement share or shares (the replacement share), for the purposes of determining the period of 12 years referred to in paragraph (a) above, and for the purposes of paragraph (b), "share" shall be deemed to include any share previously held by the member or the person entitled by transmission in the Company, in respect of which the replacement share in the Company was issued.

(e) The net proceeds of sale under this aArticle 125 128 shall belong to the Company. A former member or other previously entitled person by law shall not be a creditor for such amount and the Company will not be obliged to account to such person for, or be liable to such person in relation to, the proceeds of sale. The Company can use the sale proceeds for any purpose that the Companyboard may, from time to time, think fit.

DESTRUCTION OF DOCUMENTS 130 Destruction of documents

(a) The board may authoriseuthorize or arrange the destruction of documents held by the Company as follows:

(i) at any time after the expiration of six years from the date of registration, all instruments of transfer of shares and all other documents transferring or purporting to transfer shares or representing or purporting to represent the right to be registered as the holder of shares on the faith of which entries have been made in the register;

(ii) at any time after the expiration of one year from the date of cancellation, all registered share certificates which have been cancelled;

(iii) at any time after the expiration of two years from the date of recording them, all dividend mandates and notifications of change of address;

(iv) at any time after the expiration of one year from the date of use, all proxy appointments used for the purposes of a poll at a meeting; and

(v) at any time after the expiration of one month from the end of the meeting to which the proxy appointment relates and at which no poll was demanded, all proxy appointments not used for the purposes of a poll; and.

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

(b) It shall conclusively be presumed in favour of the Company that:

(i) every entry in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made;

(ii) every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;

(iii) every share certificate so destroyed was a valid certificate duly and properly cancelled;

(iv) every other document mentioned in paragraph (a) above so destroyed was a valid and effective document in accordance with the particulars of it recorded in the books and records of the Company; and

(v) every paid dividend warrant and cheque so destroyed was duly paid.

(c) The provisions of paragraph (b) above shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant.

(d) Nothing in this article shall be construed as imposing on the Company or the board any liability in respect of the destruction of any document earlier than as stated in (a) above or in any other circumstances in which liability would not attach to the Company or the board in the absence of this article.

(e) References in this article to the destruction of any document include references to its disposal in any manner.

WINDING UP 131 Powers to distribute in specie

If the Company is in liquidation, the liquidator may, with the authority of a special resolution of the Company and any other authority required by the Statutes:

(i) divide among the members in specie the whole or any part of the assets of the Company and, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members; or

(ii) vest the whole or any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like sanction, shall think fit but no member shall be compelled to accept any assets upon which there is any liability.

INDEMNITY AND INSURANCE, ETC. 132 Directors' indemnity, insurance and defence

As far as the Statutes allow, the Company may:

(i) indemnify any director of the Company (or of an associated body corporate) against any liability;

(ii) indemnify a director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of the Company (or of an associated body corporate) against liability incurred in connection with the company's activities as trustee of the scheme;

(iii) purchase and maintain insurance against any liability for any director referred to in (i) or (ii) above; and

(iv) provide any director referred to in (i) or (ii) above with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him the director in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure).

The powers given by this article shall not limit any general powers of the Company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief.

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IMI plc published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 10:42:41 UTC.