Articles of Association for a Private Company Limited by Shares

ARTICLES OF ASSOCIATION

________

A company limited by shares

PART I: INTERPRETATION AND LIMITATION OF LIABILITY

1. Defined terms

(1). In the articles, unless the context requires otherwise:

I. 'articles' means the company's articles of association;

II. 'bankruptcy' includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

III. 'chairman' has the meaning given in the article titled 'Chairing of directors' meetings';

IV. 'chairman of the meeting' has the meaning given in the article titled 'Chairing general meetings';

V. 'clear days' means the days comprised in a period of notice other than the day on which the notice is given (or deemed to be given) and the day of the event in relation to which it is given;

VI. 'Companies Acts' means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;

VII. 'director' means a director of the company, and includes any person occupying the position of director, by whatever name called;

VIII. 'distribution recipient' has the meaning given in the article titled 'Payment of dividends and other distributions';

IX. 'document' includes, unless otherwise specified, any document sent or supplied in electronic form;

X. 'electronic form' has the meaning given in section 1168 of the Companies Act 2006;

XI. 'fully paid' in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;

XII. 'hard copy form' has the meaning given in section 1168 of the Companies Act 2006;

XIII. 'holder' in relation to shares means the person whose name is entered in the register of members as the holder of the shares;

XIV. 'instrument' means a document in hard copy form;

XV. 'ordinary resolution' has the meaning given in section 282 of the Companies Act 2006;

XVI. 'paid' means paid or credited as paid;

XVII. 'participate' in relation to a directors' meeting, has the meaning given in the article titled 'Participation in directors' meetings';

XVIII. 'proxy notice' has the meaning given in the article titled 'Content of proxy notices';

XIX. 'shareholder' means a person who is the holder of a share;

XX. 'shares' means shares in the company;

XXI. 'special resolution' has the meaning given in section 283 of the Companies Act 2006;

XXII. 'subsidiary' has the meaning given in section 1159 of the Companies Act 2006 and for these purposes:

(a). a company (A) is to be treated as a member of another company (B) if any of A's subsidiary companies is a member of B or if any shares in B are held by a person acting on behalf of A or any of its subsidiary companies, and

(b). the words 'Rights attached to' in the heading and main body of Paragraph 7 of Schedule 6 to the Companies Act 2006 are to be omitted and the words 'attached to those shares' are to be inserted between the word 'rights" and the words 'are exercisable' in each of Sub-paragraphs (a) and (b) of that Paragraph;

XXIII. 'transmittee' means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law; and

XXIV. 'writing' means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

(2). Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.

2. Liability of shareholders

The liability of the shareholders is limited to the amount, if any, unpaid on the shares held by them.

PART II: DIRECTORS

Directors' powers and responsibilities

3. Directors' general authority

Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

4. Limitation on directors' powers

(1). The directors must not without the previous approval of the company given by ordinary resolution:

I. sell or dispose of:

(a). all or any part of the company's business, or

(b). all or any part of the shares of any of the company's subsidiaries, or

(c). any interest in land or buildings where a substantial part of the company's business is for the time being carried on;

II. acquire any business;

III. acquire or dispose of any shares in the company;

IV. make any investment where the capital value (whenever payable) exceeds £________;

V. exercise the company's borrowing powers in any way which causes or might cause its total borrowings to exceed £________;

VI. dismiss or engage, or alter the terms of employment of any director;

(2). The directors must also ensure that the directors of any subsidiary of the company do not carry out any of the transactions referred to in this article in relation to that subsidiary, without the previous approval of the company given by ordinary resolution.

5. Shareholders' reserve power

(1). The shareholders may, by ordinary resolution, direct the directors to take, or refrain from taking, specified action.

(2). No such ordinary resolution invalidates anything which the directors have done before the passing of the resolution.

6. Directors may delegate

(1). Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles:

I. to such person or committee;

II. by such means (including by power of attorney);

III. to such an extent;

IV. in relation to such matters or territories; and

V. on such terms and conditions;

as they think fit.

(2). If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.

(3). The directors may revoke any delegation in whole or part, or alter its terms and conditions.

7. Committees

(1). Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

(2). The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

Decision-making by directors

8. Directors to take decisions collectively

(1). The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with these articles.

(2). If:

I. the company only has one director; and

II. no provision of the articles requires it to have more than one director;

the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.

9. Unanimous decisions

(1). A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.

(2). Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.

(3). References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.

(4). A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

10. Calling a directors' meeting

(1). Any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.

(2). Notice of any directors' meeting must indicate:

I. its proposed date and time;

II. where it is to take place; and

III. if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

(3). Notice of a directors' meeting must be given to each director, but need not be in writing.

(4). Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

11. Participation in directors' meetings

(1). Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when:

I. the meeting has been called and takes place in accordance with the articles; and

II. they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

(2). In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.

(3). If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

12. Quorum for directors' meetings

(1). At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

(2). The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.

(3). If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision:

I. to appoint further directors; or

II. to call a general meeting so as to enable the shareholders to appoint further directors.

13. Chairing of directors' meetings

(1). The directors may appoint a director to chair their meetings.

(2). The person so appointed for the time being is known as the chairman.

(3). The directors may terminate the chairman's appointment at any time.

(4). If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

14. Casting vote

(1). If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.

(2). But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

15. Conflicts of interest

(1). If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is to be counted as participating in the decision-making process for quorum or voting purposes provided that the director discloses the interest in accordance with either Section 177 or Section 182 of the Act (as the case may be).

(2). For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.

(3). Subject to paragraph (4), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.

(4). If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

16. Records of decisions to be kept

The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

17. Directors' discretion to make further rules

Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

Appointment of directors

18. Methods of appointing directors

(1). Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director:

I. by ordinary resolution; or

II. by a decision of the directors.

(2). In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.

(3). For the purposes of paragraph (2), where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.

19. Termination of director's appointment

A person ceases to be a director as soon as:

I. that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;

II. a bankruptcy order is made against that person;

III. a composition is made with that person's creditors generally in satisfaction of that person's debts;

IV. a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

V. notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

20. Directors' remuneration

(1). Directors may undertake any services for the company that the directors decide.

(2). Directors are entitled to such remuneration as the directors determine:

I. for their services to the company as directors; and

II. for any other service which they undertake for the company.

(3). Subject to the articles, a director's remuneration may:

I. take any form; and

II. include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.

(4). Unless the directors decide otherwise, directors' remuneration accrues from day to day.

(5). Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

21. Directors' expenses

The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at:

I. meetings of directors or committees of directors;

II. general meetings; or

III. separate meetings of the holders of any class of shares or of debentures of the company;

or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

22. Appointment and removal of alternate directors

(1). Any director (the 'appointor') may appoint as an alternate any other director, or any other person approved by resolution of the directors, to:

I. exercise that director's powers; and

II. carry out that director's responsibilities;

in relation to the taking of decisions by the directors in the absence of the alternate's appointor.

(2). Any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor, or in any other manner approved by the directors.

(3). The notice must:

I. identify the proposed alternate; and

II. in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the director giving the notice.

23. Rights and responsibilities of alternate directors

(1). An alternate director has the same rights, in relation to any directors' decision-making process (including any directors' meeting or part of a directors' meeting), as the alternate's appointor.

(2). Except as the articles specify otherwise, alternate directors:

I. are deemed for all purposes to be directors;

II. are liable for their own acts and omissions;

III. are subject to the same restrictions as their appointors; and

IV. are not deemed to be agents of or for their appointors.

(3). A person who is an alternate director but not a director:

I. may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person's appointor is not participating); and

II. may sign a written resolution (but only if it is not signed or to be signed by that person's appointor).

(4). No alternate may be counted as more than one director for such purposes.

(5). An alternate director is not entitled to receive any remuneration from the company for serving as an alternate director except such part of the alternate's appointor's remuneration as the appointor may direct by notice in writing to the company.

24. Termination of alternate directorship

An alternate director's appointment as an alternate terminates:

I. when the alternate's appointor revokes the appointment by notice to the company in writing specifying when it is to terminate;

II. on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate's appointor, would result in the termination of the appointor's appointment as a director;

III. on the death of the alternate's appointor; or

IV. when the alternate's appointor's appointment as a director terminates, except that an alternate's appointment as an alternate does not terminate when the appointor retires by rotation at a general meeting and is then re-appointed as a director at the same general meeting.

PART III: SHARES AND DISTRIBUTIONS

Shares

25. All shares to be fully paid up

(1). No share is to be issued for less than th`e aggregate of its nominal value and any premium to be paid to the company in consideration for its issue.

(2). This does not apply to shares taken on the formation of the company by the subscribers to the company's memorandum.

26. Limit on directors' power to issue shares

The directors shall not allot any shares unless authorised to do so by ordinary resolution.

27. Powers to issue different classes of share

(1). Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution or attach such rights or restrictions to existing shares.

(2). The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

28. Company not bound by less than absolute interests

Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it.

29. Share certificates

(1). The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.

(2). Every certificate must specify:

I. in respect of how many shares, of what class, it is issued;

II. the nominal value of those shares;

III. that the shares are fully paid; and

IV. any distinguishing numbers assigned to them.

(3). No certificate may be issued in respect of shares of more than one class.

(4). If more than one person holds a share, only one certificate may be issued in respect of it.

(5). Certificates must:

I. have affixed to them the company's common seal; or

II. be otherwise executed in accordance with the Companies Acts.

30. Replacement share certificates

(1). If a certificate issued in respect of a shareholder's shares is:

I. damaged or defaced; or

II. said to be lost, stolen or destroyed;

that shareholder is entitled to be issued with a replacement certificate in respect of the same shares.

(2). A shareholder exercising the right to be issued with such a replacement certificate:

I. may at the same time exercise the right to be issued with a single certificate or separate certificates;

III. must return the certificate which is to be replaced to the company if it is damaged or defaced; and

IV. must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

31. Share transfers

(1). Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.

(2). No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.

(3). The company may retain any instrument of transfer which is registered.

(4). The transferor remains the holder of a share until the transferee's name is entered in the register of members as holder of it.

(5). Subject to any exceptions within these articles, the directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

32. Permitted Transfers

(1). In this article, 'relative' means and includes:

I. any wife, husband, widow, widower or civil partner;

II. any parent, child or remoter issue (whether natural or adopted) over the age of 18 years;

III. any wife, husband, widow, widower or civil partner of any parent, child or remoter issue; and

IV. any child or remoter issue of any parent.

(2). Any member may at any time transfer any of his shares to any relative of his.

(3). The personal representatives of a deceased member may transfer any of the shares registered in his name as sole holder or as sole surviving joint holder to any relative of the deceased member who is entitled to those shares under the deceased member's will or on his intestacy.

(4). The personal representatives of a deceased member may transfer any of the shares registered in his name as sole holder or as sole surviving joint holder to any person who is entitled to those shares under the deceased member's will or on his intestacy.

(5). Any shares registered in the name of one or more holders in their capacity as trustees or trustee of a will or settlement may be transferred into the name or joint names of any new or continuing trustees or trustee upon any change in the trusteeship, or into the name of any person becoming absolutely entitled to those shares (whether or not in accordance with the exercise of any discretionary power) by virtue of the trusts of that will or settlement.

(6). Any member may at any time make any transfer approved by an ordinary resolution of the company.

(7). The Directors must register any permitted transfers made under this article.

33. The transfer notice

(1). This article applies to any proposed transferexcept a permitted transfer within the article above.

(2). Any person wishing to transfer any shares in the company ('the transferor') must first give to the company notice in writing ('the transfer notice') stating that he wishes to sell those shares ('the relevant shares').

(3). The transfer notice must specify the price at which he is prepared to sell the relevant shares and constitute the company as his agent for the sale of all (but not a part only) of those shares to any of the other members or to any other person (including a director) selected by the directors at the specified price.

(4). Once the company has received the transfer notice, the transferor may not revoke it without the directors' prior consent.

34. The offer notice

(1). On receipt of the transfer notice, the company must send a written notice ('the offer notice') to all the members of the company holding shares of the same class as the relevant shares (other than the transferor) ('the relevant members').

(2). The offer notice must be sent by pre-paid post to the relevant members at their respective registered addresses.

(3). The offer notice must offer the relevant shares to the relevant members:

I. at the price specified in the transfer notice or, if none was specified, at the prescribed price as established in accordance with the article below;

II. on the terms that if more than one member desires to purchase the relevant shares then the shares will be sold to members accepting the offer in proportion (as nearly as may be) to their existing holdings of that class of shares.

(4). The offer notice must set a deadline (not being less than 21 days) by which the offer must be accepted or be treated as declined.

35. The sale notice

(1). This article applies where the transferor has specified a price for the relevant shares in the transfer notice.

(2). In this article, 'purchaser' means any member willing to purchase the relevant shares at the specified price, and 'purchasers' is to be construed accordingly.

(3). Where the company finds a purchaser or purchasers for all of the relevant shares specified in the transfer notice within the period of 2 months of receiving that notice, it must give notice ('the sale notice') to the transferor, stating this fact together with the name and address of each purchaser and the number of shares which each purchaser is willing to purchase.

(4). The sale notice:

I. must be accompanied by appropriate instruments of transfer for the transferor to execute:

II. must specify a time and a place for the transferor to complete the purchase (not being more than 28 days after the date on which the sale notice is given).

(5). Upon payment of the specified price, the transferor shall be bound to transfer the appropriate number of shares to the relevant purchaser.

(6). For the purpose of determining the right of any purchaser to any distribution by the company, the transferor shall be deemed to have sold the relevant shares at the date of the completion of the purchase.

36. The interim sale notice

(1). This article applies where the transferor has not specified a price for the relevant shares in the transfer notice.

(2). In this article, 'prospective purchaser' means any member willing to purchase subject to the prescribed price proving to be acceptable, and 'prospective purchasers' is to be construed accordingly.

(3). Where the company finds a prospective purchaser or purchasers for all of the relevant shares specified in the transfer notice within the period of 2 months of receiving that notice, it must give written notice ('the interim sale notice') to the transferor, stating this fact together with the name and address of each prospective purchaser and the number of shares which each prospective purchaser is willing to purchase.

(4). The interim sale notice must state that:

I. the transferor has one month from the receipt of the notice ('the negotiation period') to use his best endeavours to agree the price for each share with each prospective purchaser;

II. if the transferor succeeds in agreeing the price with each prospective purchaser in accordance with the article titled "Company not bound by less than absolute interests" during the negotiation period, he must forthwith give written notice of the fact to the company, which must then proceed to issue a final sale notice under the article titled "Replacement share certificates";

III. if the transferor fails to agree the price in accordance with the article titled "Company not bound by less than absolute interests" by the end of the negotiation period, the fair value for the shares ('the prescribed price') shall be determined by the auditors for the time being of the company or (if the transferor requires) by some other chartered accountant to be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales, whose decision in either case shall be final.

IV. the company auditor or other nominated chartered accountant must determine the prescribed price by the end of the period of one month beginning immediately after the last day of the negotiation period ('the valuation period').

37. The prescribed price

(1). In determining the prescribed price the company auditor or other nominated chartered accountant:

I. shall act as an expert and not as an arbitrator, and

II. shall have power to determine how the costs of fixing the fair value of the shares shall be borne.

(2). Where the prescribed price has been determined, the company must give written notice of the fact to each prospective purchaser and inform him that he has a period of one month from the receipt of the notice ('the acceptance period') to:

I. withdraw his application to purchase the shares, or

II. signify his consent to proceed with the purchase.

(3). A prospective purchaser shall be deemed to have signified his consent under the article titled "Share certificates" unless he informs the company in writing within the acceptance period that he no longer desires to purchase the shares.

(4). If all of the prospective purchasers signify or are deemed to signify their consent to proceed with the purchase, the company must give the transferor notice of the fact by issuing a final sale notice.

(5). If some but not all of the prospective purchasers signify or are deemed to signify their consent to proceed with the purchase:

I. the company must offer the shares which have been rejected to those prospective purchasers which have signified or are deemed to have signified their consent, and

II. if by doing so buyers can be found for all of the shares specified in the transfer notice, the company must give the transferor notice of the fact by issuing a final sale notice.

(6). For the avoidance of doubt, if some but not all of the prospective purchasers signify or are deemed to signify their consent to the purchase of the shares at the prescribed price, the transferor shall be under no obligation to sell the relevant shares specified in the transfer notice unless those prospective purchasers who are prepared to purchase shares agree to purchase all of the shares specified in the transfer notice.

38. The final sale notice

(1). The final sale notice must:

I. give the name and address of each prospective purchaser and the number of shares which each is willing to purchase;

II. state the price which each prospective purchaser has agreed with the transferor or the prescribed price to which each has signified his consent (as the case may be);

III. be accompanied by appropriate instruments of transfer for the transferor to execute:

IV. specify a time and a place for the transferor to complete the purchase (not being more than 28 days after the date on which the final sale notice is given).

(2). Upon payment of the agreed or prescribed price, the transferor shall be bound to transfer the appropriate number of shares to the relevant prospective purchaser.

(3). For the purpose of determining the right of any prospective purchaser to any distribution by the company, the transferor shall be deemed to have sold the relevant shares at the date of the completion of the purchase.

39. Transferor's failure to transfer shares

(1). If the transferor fails to transfer any shares in accordance with the sale notice or the final sale notice (as the case may be):

I. the directors may authorise some person to sign an instrument of transfer on behalf of the transferor in favour of the purchaser or prospective purchaser;

II. the company may receive the purchase money to be held in trust for the transferor and cause the name of the purchaser or prospective purchaser (as applicable) to be entered in the register as the holder of the shares.

(2). The company's receipt for the purchase money shall be a good discharge to the purchaser or prospective purchaser, who shall not be bound to see to its application.

(3). After a purchaser's or prospective purchaser's name has been entered into the register, the validity of the proceedings shall not be questioned by any person.

(4). For the purpose of determining the right of any purchaser or prospective purchaser to any distribution by the company, the transferor shall be deemed to have sold the relevant shares at the date of the completion of the purchase.

40. Transferor's right to transfer shares where pre-emption procedure fails

(1). This article applies on the occurrence of any of the following events:

I. the expiry of the period of 2 months beginning with the company's receipt of the transfer notice without the company having found purchasers or prospective purchasers for all of the relevant shares specified in the transfer notice;

II. the company giving notice before the end of the said period that it has not found purchasers or prospective purchasers for all of the relevant shares specified in the transfer notice and has no prospects of doing so;

III. the expiry of the valuation period referred to above (within the section relating to the "Interim sale notice") without the company auditor or other nominated chartered accountant having determined the prescribed price;

IV. the expiry of the acceptance period referred to above (within the section relating to the "Prescribed price") without buyers having been found for all of the shares specified in the transfer notice in accordance with the provisions therein.

(2). For a period of four months beginning with the relevant event as described above, the transferor shall be at liberty to transfer all or any of the shares specified in the transfer notice to any person, provided that he does so at a price no lower than the price specified in the transfer notice or agreed under or prescribed under the article above (within the section relating to the "Interim sale notice") (as the case may be).

(3). If the transferor wishes to transfer all or any of the shares specified in the transfer notice after the expiry of the period of four months referred to above then he must give a new transfer notice to the company in accordance with the article above (within the section relating to the "Transfer notice").

41. Bankruptcy of a member

(1). If a bankruptcy order is made against any member, his trustee in bankruptcy must immediately give to the company a transfer notice in respect of all the shares registered in the name of the bankrupt member as sole holder or as sole surviving joint holder at the date of his bankruptcy.

(2). If the trustee in bankruptcy fails to give a transfer notice within one month of the bankruptcy, he shall be deemed to have given it at the end of that period.

(3). The procedure set out within these articles following a transfer notice will apply to any transfer notice given or deemed to be given under this article except that the transfer notice shall be deemed not to contain a specified price for the shares and the price shall be the fair value for the shares determined in accordance with the articles above (set out within the section the "Prescribed price").

42. Compulsory purchase of shares

(1). In this article, the following terms shall have the following meanings:

I. 'Buyer' means the company or any other person named as such by the directors.

II. 'Relevant Event' means the termination of the employment or directorship of any employee or director of the company who is a member.

III 'Seller' means

(a). any member of the company in respect of whom a Relevant Event occurs; or

(b). the personal representative, trustee, receiver, or liquidator of any such member.

(2). At any time on or after the occurrence of a Relevant Event, the Buyer may serve written notice ("compulsory purchase notice") on the Seller requiring him to sell to the Buyer all the shares in the company registered in the Seller's name.

(3). If the price is not agreed within one month from the date of the compulsory purchase notice, the company's auditor (acting as an expert and not an arbitrator) must assess the price.

(4). On the price being assessed and notified to the Seller, the Seller must transfer the shares to the Buyer on payment of the price to the directors.

(5). If the Seller fails to comply, the chairman of the directors shall be deemed to be the Seller's duly appointed attorney with full power to execute, complete and deliver a transfer or transfers of the Sale Shares to the Buyer in the Seller's name and on his behalf.

(6). No part of the price shall be paid to the Seller until he has delivered to the company all necessary transfers and certificates and indemnities.

43. Transmission of shares

(1). If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.

(2). A transmittee who produces such evidence of entitlement to shares as the directors may properly require:

I. may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person; and

II. subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.

(3). Transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares.

44. Exercise of transmittees' rights

(1). Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.

(2). If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it.

(3). Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

45. Transmittees bound by prior notices

If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the shareholder before the transmittee's name has been entered in the register of members.

Dividends and other distributions

46. Procedure for declaring dividends

(1). The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.

(2). A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.

(3). No dividend may be declared or paid unless it is in accordance with shareholders' respective rights.

(4). Unless the shareholders' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each shareholder's holding of shares on the date of the resolution or decision to declare or pay it.

(5). If the company's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.

(6). The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.

(7). If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

47. Payment of dividends and other distributions

(1). Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means:

I. transfer to a bank or building society account specified by the distribution recipient either in writing or as the directors may otherwise decide;

II. sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient's registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide;

III. sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide; or

IV. any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.

(2). In the articles, 'the distribution recipient' means, in respect of a share in respect of which a dividend or other sum is payable:

I. the holder of the share; or

II. if the share has two or more joint holders, whichever of them is named first in the register of members; or

III. if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee.

48. No interest on distributions

The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by:

I. the terms on which the share was issued, or

II. the provisions of another agreement between the holder of that share and the company.

49. Unclaimed distributions

(1). All dividends or other sums which are:

I. payable in respect of shares; and

II unclaimed after having been declared or become payable

may be invested or otherwise made use of by the directors for the benefit of the company until claimed.

(2). The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.

(3). If twelve years have passed from the date on which a dividend or other sum became due for payment and the distribution recipient has not claimed it, the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

50. Non-cash distributions

(1). Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).

(2). For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution:

I. fixing the value of any assets;

II. paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and

III. vesting any assets in trustees.

51. Waiver of distributions

Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect, but if:

I. the share has more than one holder, or

II. more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

Capitalisation of profits

52. Authority to capitalise and appropriation of capitalised sums

(1). Subject to the articles, the directors may, if they are so authorised by an ordinary resolution:

I. decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company's share premium account or capital redemption reserve; and

II. appropriate any sum which they so decide to capitalise (a 'capitalised sum') to the persons who would have been entitled to it if it were distributed by way of dividend (the 'persons entitled') and in the same proportions.

(2). Capitalised sums must be applied:

I. on behalf of the persons entitled, and

II. in the same proportions as a dividend would have been distributed to them.

(3). Any capitalised sum may be applied in paying up new shares of a nominal amount equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.

(4). A capitalised sum which was appropriated from profits available for distribution may be applied in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.

(5). Subject to the articles the directors may:

I. apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another;

II. make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments); and

III. authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

53. Enforcement of the company's lien

(1). Subject to the provisions of this article, if:

I. a lien enforcement notice has been given in respect of a share, and

II. the person to whom the notice was given has failed to comply with it,

the company may sell that share in such manner as the directors decide.

(2). A lien enforcement notice:

I. may only be given in respect of a share which is subject to the company's lien, in respect of which a sum is payable and the due date for payment of that sum has passed;

II. must specify the share concerned;

III. must require payment of the sum payable within 14 days of the notice;

IV. must be addressed either to the holder of the share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise; and

V. must state the company's intention to sell the share if the notice is not complied with.

(3). Where shares are sold under this article:

I. the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser; and

II. the transferee is not bound to see to the application of the consideration, and the transferee's title is not affected by any irregularity in or invalidity of the process leading to the sale.

(4). The net proceeds of any such sale (after payment of the costs of sale and any other costs of enforcing the lien) must be applied:

I. first, in payment of so much of the sum for which the lien exists as was payable at the date of the lien enforcement notice;

II. second, to the person entitled to the shares at the date of the sale, but only after the certificate for the shares sold has been surrendered to the company for cancellation or a suitable indemnity has been given for any lost certificates, and subject to a lien equivalent to the company's lien over the shares before the sale for any money payable in respect of the shares after the date of the lien enforcement notice.

(5). A statutory declaration by a director or the company secretary that the declarant is a director or the company secretary and that a share has been sold to satisfy the company's lien on a specified date:

I. is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share, and

II. subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.

PART IV: DECISION-MAKING BY SHAREHOLDERS

Organisation of general meetings

54. Attendance and speaking at general meetings

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

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

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.

(3). The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.

(4). In determining attendance at a general meeting, it is immaterial whether any two or more shareholders attending it are in the same place as each other.

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

55. Quorum for general meetings

No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

56. Chairing general meetings

(1). If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.

(2). If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start:

I. the directors present, or

II. (if no directors are present), the meeting,

must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

(3). The person chairing a meeting in accordance with this article is referred to as 'the chairman of the meeting'.

57. Attendance and speaking by directors and non-shareholders

(1). Directors may attend and speak at general meetings, whether or not they are shareholders.

(2). The chairman of the meeting may permit other persons who are not:

I. shareholders of the company, or

II. otherwise entitled to exercise the rights of shareholders in relation to general meetings,

to attend and speak at a general meeting.

58. Adjournment

(1). If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it unless the meeting is convened on the requisition of the shareholders in which case the meeting shall be dissolved.

(2). The chairman of the meeting may adjourn a general meeting at which a quorum is present if:

I. the meeting consents to an adjournment, or

II. it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

(3). The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.

(4). When adjourning a general meeting, the chairman of the meeting must:

I. either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and

II. have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

(5). If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):

I. to the same persons to whom notice of the company's general meetings is required to be given, and

II. containing the same information which such notice is required to contain.

(6). No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

Voting at general meetings

59. Voting: general

A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

60. 555258 525 58825228

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(2). 822 8585 282282822 2582 82 52225525 22 252 85585252 22 252 2222822, 85282 52888822 88 28258.

61. 2288 82228

(1). 8 2288 22 5 5282852822 252 82 52252525:

I. 82 5585282 22 252 2222558 2222822 85252 82 88 22 82 252 22 252 8222, 25

II. 52 5 2222558 2222822, 282525 822252 5 8528 22 55258 22 2552 5282852822 25 82225852282 52225 252 528582 22 5 8528 22 55258 22 2552 5282852822 88 52885525.

(2). 8 2288 252 82 52252525 82:

________. 252 85585252 22 252 2222822;

________. 252 585282258;

________. 282 25 2252 2258228 558822 252 58252 22 8222 22 252 5282852822; 25

________. 5 225822 25 2258228 522528222822 222 8288 2552 222 22225 22 252 22258 822822 582528 22 588 252 855525285258 558822 252 58252 22 8222 22 252 5282852822.

(3). 8 522525 225 5 2288 252 82 882555582 82:

________. 252 2288 558 222 222 8222 25222, 525

________. 252 85585252 22 252 2222822 82282228 22 252 8825555858.

(4). 22888 2582 82 25222 82225852282 525 82 8585 252225 58 252 85585252 22 252 2222822 5852828.

62. Content of proxy notices

(1). Proxies may only validly be appointed by a notice in writing (a 'proxy notice') which:

I. states the name and address of the shareholder appointing the proxy;

II. identifies the person appointed to be that shareholder's proxy and the general meeting in relation to which that person is appointed;

III. is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and

IV is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

(2). The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

(3). Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

(4). Unless a proxy notice indicates otherwise, it must be treated as:

I. allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

I. appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

63. Delivery of proxy notices

(1). A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.

(2). An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

(3). A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

(4). If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

64. Amendments to resolutions

(1). An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:

I. notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and

II. the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

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

I. the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

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

(3). If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

PART V: ADMINISTRATIVE ARRANGEMENTS

65. Means of communication to be used

(1). Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.

(2). Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

(3). A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

66. Company seals

(1). Any common seal may only be used by the authority of the directors.

(2). The directors may decide by what means and in what form any common seal is to be used.

(3). Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.

(4). For the purposes of this article, an authorised person is:

I. any director of the company;

II. the company secretary (if any); or

III. any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

67. No right to inspect accounts and other records

Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a shareholder.

68. Provision for employees on cessation of business

The directors may decide to make provision for the benefit of 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 transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

Directors' indemnity and insurance

69. Indemnity

(1). Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against:

I. any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,

II. any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),

III. any other liability incurred by that director as an officer of the company or an associated company.

(2). This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

(3). In this article:

I. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

II. a 'relevant director' means any director or former director of the company or an associated company.

70. Insurance

(1). The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.

(2). In this article:

I. a 'relevant director' means any director or former director of the company or an associated company,

II. a 'relevant loss' means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and

III. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.