MREO Mereo BioPharma Group PLC

Vote for

390,685,047

Exhibits

New Articles of Association of Mereo BioPharma Group plc, dated December 18, 2023.

INTERPRETATION AND LIMITATION OF LIABILITY

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2

DIRECTORS, DIRECTORS’ POWERS AND RESPONSIBILITIES

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DECISION-MAKING BY DIRECTORS

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APPOINTMENT OF DIRECTORS

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DECISION-MAKING BY MEMBERS ORGANISATION OF GENERAL MEETINGS

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46

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VOTING AT GENERAL MEETINGS

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RESTRICTIONS ON MEMBERS’ RIGHTS

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APPLICATION OF RULES TO CLASS MEETINGS

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SHARES AND DISTRIBUTIONS ISSUE OF SHARES

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INTERESTS IN SHARES

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75

VARIATION OF RIGHTS

76

SHARE CERTIFICATES

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80

SHARES NOT HELD IN CERTIFIED FORM

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PARTLY PAID SHARES

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84

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TRANSFER AND TRANSMISSION OF SHARES

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100

CONSOLIDATION AND SUBDIVISION OF SHARES

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DISTRIBUTIONS

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105

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112

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115

CAPITALISATION OF PROFITS

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MISCELLANEOUS PROVISIONS COMMUNICATIONS

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132

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ADMINISTRATIVE ARRANGEMENTS

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DIRECTORS’ INDEMNITY AND INSURANCE

137

138

139

APPROVED DEPOSITARIES

140

141

142

143

144

145

146

147

Preliminary

In the Articles, unless the context requires otherwise, the following words and expressions will have the meanings set out below:

Appointed Number

has the meaning given in Article 140

Appointed Proxy

has the meaning given in Article 141

Appointed Proxy Record Date

has the meaning given in Article 145.1

Approved Depositary

means a custodian or some other person appointed in Writing by the Directors whereby such custodian or other person holds or is interested in Ordinary Shares and issues securities or other documents of title or otherwise evidencing the entitlement of the holder thereof to receive such Shares, provided and to the extent that the terms and conditions of the custodian or other person acting as such have been approved by the Directors for the purpose of these Articles

Articles

means these articles of association as altered from time to time

Associated Undertaking

has the meaning given in Article 20.1

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

Board

means the Board of Directors of the Company as appointed from time to time in accordance with the Articles

Call

has the meaning given in Article 84.1

Call Notice

has the meaning given in Article 84.1

Call Payment Date

has the meaning given in Article 87.2(a)

Capitalised Sum

has the meaning given in Article 116.1(b)

Certificate

means a paper certificate evidencing a person’s title to specified Shares or other securities

Certificated

in relation to a Share, means that it is not an Uncertificated Share

Chair

has the meaning given in Article 16.2

Chair of the Meeting

has the meaning given in Article 46.3

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

Company’s Lien

has the meaning given in Article 82.1

Default Shares

has the meaning given in Article 100.5

Depositary Shares

has the meaning given in Article 140

Direction Notice

has the meaning given in Article 100.5

Director

means a Director of the Company, and includes any person occupying the position of Director, by whatever name called

Distribution Recipient

has the meaning given in Article 105.2

Document

includes, unless otherwise specified, any document sent or supplied in Electronic Form

Elected Ordinary Shares

has the meaning given in Article 115(d)

Electronic Facilities

means one or more devices, systems, procedures, methods or facilities providing an electronic means of attendance or participation at (or both attendance and participation at) a general meeting decided by the Directors pursuant to Article 42

Electronic Form

has the meaning given in section 1168 of the Companies Act 2006

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

Group

means the Company and its subsidiaries

Hard Copy Form

has the meaning given in section 1168 of the Companies Act 2006

Holder

in relation to Shares means the person whose name is entered in the register of Members as the holder of the Shares

Instrument

means a Document in Hard Copy Form

Lien Enforcement Notice

has the meaning given in Article 83

Member

has the meaning given in section 112 of the Companies Act 2006

Nasdaq

means the market known as Nasdaq operated by The Nasdaq OMX Group, Inc.

Nasdaq Rules

means the rules of Nasdaq

Novartis

Novartis Pharma AG Lichtstrasse 35, CH-4002, Basel, Switzerland

Ordinary Resolution

has the meaning given in section 282 of the Companies Act 2006

Ordinary Shares

means ordinary shares of £0.003 each in the Company

Paid

means paid or credited as paid

Partly Paid

in relation to a Share means that part of that Share’s nominal value or any premium at which it was issued has not been Paid to the Company

Persons Entitled

has the meaning given in Article 116.1(b)

Principal Meeting Place

has the meaning given in Article 50

Proxy Notice

has the meaning given in Article 64

Proxy Notification Address

has the meaning given in Article 65.1

Proxy Register

has the meaning given in Article 140

Regulations

means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

Relevant Director

has the meaning given in Article 137.4(b)

Relevant Loss

has the meaning given in Article 138.2(a)

Relevant Price

has the meaning given in Article 115(b)

Relevant Rate

has the meaning given in Article 87.2(b)

Relevant Rules

has the meaning given in Article 81.1

Relevant Situation

has the meaning given in Article 20.3

Relevant System

means the computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument, and which facilitate supplementary and incidental matters in accordance with the Regulations

Retiring Directors

has the meaning given in Article 31.1

Satellite Meeting Place

has the meaning given in Article 50

Shares

means shares in the Company

Special Resolution

has the meaning given in section 283 of the Companies Act 2006

Subsidiary

has the meaning given in section 1159 of the Companies Act 2006

Transmittee

means a person entitled to a Share by reason of the death or Bankruptcy of a shareholder or otherwise by operation of law

Uncertificated

in relation to a Share means that, by virtue of legislation (other than section 778 of the Companies Act 2006) permitting title to Shares to be evidenced and transferred without a Certificate, title to that Share is evidenced and may be transferred without a Certificate

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

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;

a “meeting” means a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some of those entitled to be present attend and participate by means of Electronic Facilities. Those persons shall be deemed to be present at that meeting for all purposes of the Companies Acts and these Articles and attend, participate, attending, participating, attendance and participation shall be construed accordingly;

a person’s “participation” in the business of a general meeting includes, without limitation and as relevant, the right (including in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or Electronic Form to all Documents which are required by the Companies Acts or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly; and

the singular includes the plural (and vice versa).

In accordance with section 31(1) of the Companies Act 2006, the objects of the Company are unrestricted.

Liability of Members

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 other than those required by law or these Articles to be exercised by the Company at a general meeting.

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

Directors’ authority to allot

Pari passu issues

Members’ reserve power

The Members may, by Special Resolution, direct the Directors to take, or refrain from taking, specified action.

No such Special Resolution invalidates anything which the Directors have done before the passing of the resolution.

Directors may delegate

Subject to the Articles, the Directors may delegate any of the powers which are conferred on them under the Articles:

to such person or committee;

by such means (including by power of attorney);

to such an extent;

in relation to such matters or territories; and

on such terms and conditions;

If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.

The Directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees

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.

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.

Observer rights

Power to establish local boards

The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards and may determine their remuneration. The Directors may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors with power to subdelegate, and may authorise the members of any local board, or any of them, to fill any vacancies therein and to act despite vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and either collaterally with or to the exclusion of its own powers, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected by it. Subject to this, the proceedings of any local board shall be governed by such of these Articles as regulate the proceedings of the Directors so far as they are capable of applying.

Directors to take decisions collectively

Decisions of the Directors may be taken:

at a Directors’ meeting; or

in the form of a Directors’ written resolution.

Calling a Directors’ meeting

Any Director may call a Directors’ meeting.

The Company secretary must call a Directors’ meeting if a Director so requests.

A Directors’ meeting is called by giving notice of the meeting to the Directors.

Notice of any Directors’ meeting must indicate:

its proposed date and time;

where it is to take place; and

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.

Notice of a Directors’ meeting must be given to each Director, but need not be in Writing.

Any Director may waive their right to notice of any meeting and any such waiver may be retroactive.

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 seven (7) days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

Participation in Directors’ meetings

Subject to the Articles, Directors participate in a Directors’ meeting, or part of a Directors’ meeting, when:

the meeting has been called and takes place in accordance with the Articles; and

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

In determining whether Directors are participating in a Directors’ meeting, it is irrelevant where any Director is or how they communicate with each other.

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.

Quorum for Directors’ meetings

At a Directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

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.

Meetings where total number of Directors less than quorum

This Article applies where the total number of Directors for the time being is less than the quorum for Directors’ meetings.

If there is only one Director, that Director may appoint sufficient Directors to make up a quorum or call a general meeting to do so but not for any other purpose.

If there is more than one Director:

a Directors’ meeting may take place, if it is called in accordance with the Articles and at least two Directors participate in it, with a view to appointing sufficient Directors to make up a quorum or calling a general meeting to do so; and

if a Directors’ meeting is called but only one Director attends at the appointed date and time to participate in it, that Director may appoint sufficient Directors to make up a quorum or call a general meeting to do so.

Chairing Directors’ meetings

The Directors may appoint a Director to chair their meetings.

The person so appointed for the time being is known as the Chair.

The Directors may appoint other Directors as deputy or assistant chairs to chair Directors’ meetings in the Chair’s absence.

The Directors may terminate the appointment of the Chair, deputy or assistant Chair at any time.

If neither the Chair nor any Director appointed generally to chair Directors’ meetings in the Chair’s absence is participating in a meeting within ten minutes of the time at which it was to start, the participating Directors must appoint one of themselves to chair it.

Voting at Directors’ meetings: general rules

Subject to the Articles, a decision is taken at a Directors’ meeting by a majority of the votes of the participating Directors.

Subject to the Articles, each Director participating in a Directors’ meeting has one vote.

Chair’s casting vote at Directors’ meetings

If the numbers of votes for and against a proposal are equal, the Chair or other Director chairing the meeting has a casting vote.

But Article 18.1 above does not apply if, in accordance with the Articles, the Chair or other Director is not to be counted as participating in the decision-making process for quorum or voting purposes.

Transactions with the Company

Provided that a Director has declared at a Directors’ meeting or in such other manner as the Directors may resolve to the other Directors the nature and extent of any interest of theirs, a Director notwithstanding their office may be a party to, or otherwise directly or indirectly interested in, any proposed or existing transaction or arrangement with the Company.

Except as provided by the terms of any authorisation of a Relevant Situation (as defined in Article 20.3) or if Article 19.3 applies, a Director will not count in the quorum or be entitled to vote:

on a proposal under consideration concerning their own appointment to an office or employment with the Company; or

on any undertaking or proposal in which the Director (or a person connected with the Director) is interested.

This Article 19.3 applies when:

the Director’s interest arises solely through an interest in Shares, debentures or other securities of or otherwise in or through the Company;

the Company by Ordinary Resolution applies the provision of these Articles which would otherwise prevent a Director from being counted as participating in, or voting at, a meeting of the Board;

the Director’s interest cannot reasonably be regarded as likely to give rise to a material conflict of interest; or

the Director’s conflict of interest arises from a permitted cause as set out in Article 19.4.

For the purposes of Article 19.3, the following are permitted causes:

a guarantee, security or indemnity given, or to be given, by or to a Director in respect of an obligation incurred by or on behalf of the Company or any of its Subsidiaries;

subscription, or an agreement to subscribe, for Shares or other securities of the Company or any of its Subsidiaries, or to underwrite, sub-underwrite, or guarantee an offer of any such Shares or securities by the Company or any of its Subsidiaries for subscription, purchase or exchange;

arrangements pursuant to which benefits are made available to employees and Directors or former employees and Directors of the Company or any of its Subsidiaries which do not provide special benefits for Directors or former Directors;

the purchase or maintenance of insurance which the Company is empowered to purchase or maintain for any person who is a Director or other officer of the Company under which they may benefit;

the giving to a Director of an indemnity against liabilities incurred or to be incurred by that Director in the execution and discharge of their duties;

the provision to a Director of funds to meet expenditure incurred or to be incurred by that Director in defending criminal or civil proceedings against them or in connection with any application under any of the provisions mentioned in section 205(5) of the Companies Act 2006 or otherwise enabling them to avoid incurring that expenditure; or

proposals concerning another company in which they are interested directly or indirectly (whether as officer, shareholder or otherwise), if they and any other persons connected with them do not to their knowledge hold an interest in Shares (as that term is used in sections 820 to 825 of the Companies Act 2006) representing one per cent. (1%) or more of the issued Shares of any class of the equity Share capital of that company (or of any third company through which their interest is derived) or of the voting rights available to members of the relevant company (and that interest is deemed for the purposes of this Article to be a material interest).

Where proposals under Article 19.2(a) are under consideration concerning the appointment of two or more Directors to any such offices or employments the proposals may be divided and considered in relation to each Director separately and (provided they are not for another reason precluded from voting) each of the Directors concerned will be entitled to participate in the decision-making process and count in the quorum and vote in respect of each decision except that concerning their own appointment.

Subject to the immediately preceding Article 19.5 and provided that they have declared to the other Directors the nature and extent of any interest of theirs and provided that a majority of the other Directors consent, a Director may participate in the decision-making process and count in the quorum and vote if a proposed decision of the Directors is concerned with an actual or proposed transaction or arrangement with the Company in which the Director is interested.

Conflicts of interest

A Director may be a director or other officer of, or employed by, or otherwise interested in, any company in the Group, any undertaking promoted by or advised by or managed by a company in the Group and any undertaking in which a company in the Group is otherwise interested (each, an “Associated Undertaking”), or be a party to, or otherwise interested in, any contract, transaction or arrangement in which an Associated Undertaking is interested, provided that the Director declares to the other Directors the nature and extent of their interest as soon as practicable after such interest arises.

A Director may make full disclosure of any information relating to the Company to another company in the Group (or anyone acting on behalf of any such company in the Group, including its advisers).

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 (other than a situation that cannot reasonably be regarded as likely to give rise to a conflict of interest or a conflict of interest arising in relation to a transaction or arrangement with the Company), the Directors may authorise in accordance with the Companies Act a Relevant Situation in respect of any Director and the continuing performance by the relevant Director of their duties as a Director of the Company on such terms as they may determine. Such terms may permit the interested Director to continue to participate in the decision-making process and vote and count in the quorum at a meeting of the Directors or of a committee of the Directors in respect of resolutions relating to the subject matter of the Relevant Situation. Authorisation of a Relevant Situation may be withdrawn, and the terms of authorisation may be varied or subsequently imposed, at any time. Any resolution of the Directors for the purposes of providing, varying the terms of or withdrawing such authorisation will not be effective unless:

the requirement as to the quorum at the meeting at which the resolution is proposed is met without counting the interested Director or any other interested Director (and for these purposes any other provisions of these Articles that would require the interested Director or any other interested Director to be present during such part of the meeting for the quorum requirement to be met will not apply); and

the resolution is passed without the interested Director or any other interested Director voting or would have been passed if their votes had not been counted.

Notwithstanding the foregoing, if a Relevant Situation arises and the matter has not previously been duly authorised, a Director may elect to deal with the Relevant Situation in the following manner:

they will declare to the other Directors the nature and extent of their interest in the Relevant Situation (except as set forth in paragraph (d) below);

they will not vote (and will not be counted in the quorum at a meeting of the Directors or of a committee of the Directors) in respect of a resolution of the Directors relating to the subject matter of the Relevant Situation; and/or

they may elect to be excluded from all information and discussion by the Company relating to the subject matter of the Relevant Situation; and

if they obtain (other than through their position as a Director of the Company) information that is confidential to a third party, or in respect of which they owe a duty of confidentiality to a third party, or the disclosure of which would amount to a breach of applicable law or regulation, they may elect not 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 or a breach of applicable law or regulation,

If a Relevant Situation has been duly authorised by the Directors or the Company (or is otherwise permitted or dealt with in accordance with the Articles, as described above) and its nature and extent has been disclosed to the other Directors, a Director may participate in the decision making process and count in the quorum and vote if a proposed decision of the Directors is concerned with such situation (subject to any restrictions imposed under the terms on which it was authorised).

Directors permitted to retain benefits

A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a Director), to account to the Company for any remuneration or other benefit which they derive from or in connection with a relationship involving a conflict of interest or possible conflict of interest which has been authorised by the Directors (whether pursuant to Article 20.3 or otherwise) or by the Company in a general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation).

If they have disclosed to the Board the nature and extent of their interest to the extent required by the Companies Act 2006, a Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a Director), to account to the Company for any remuneration or other benefit which they derive from or in connection with:

being a party to, or otherwise interested in, any transaction or arrangement with:

the Company or in which the Company is interested; or

a body corporate in which the Company is interested;

acting (otherwise than as auditor) alone or through their organisation in a professional capacity for the Company (and they are, or that organisation is, entitled to remuneration for professional services as if they were not a Director); or

being a director or other officer of, or employed by, or otherwise interested in the Company’s Subsidiaries or any other body corporate in which the Company is interested.

A Director’s receipt of any remuneration or other benefit referred to in Article 21.1 or 21.2 does not constitute an infringement of their duty under section l76 of the Companies Act 2006.

A transaction or arrangement referred to in Article 21.1 or 21.2 is not liable to be avoided on the ground of any remuneration, benefit or interest referred to in that Article.

Board’s ruling is final

If a question arises at any meeting of the Board or committee or sub-committee of the Board as to the materiality of a Director’s interest or as to the entitlement of a Director to vote or count in the quorum and the question is not resolved by their voluntarily agreeing to abstain from voting, the question shall be decided by a resolution of the Board or such committee (such Director being excluded from voting on the resolution), and such decision shall be final and conclusive except in a case where the nature or extent of the interests of such Director have not been fairly disclosed.

Proposing Directors’ written resolutions

Any Director may propose a Directors’ written resolution.

The Company secretary must propose a Directors’ written resolution if a Director so requests.

A Directors’ written resolution is proposed by giving notice of the proposed resolution to the Directors.

Notice of a proposed Directors’ written resolution must indicate:

the proposed resolution; and

the time by which it is proposed that the Directors should adopt it.

Notice of a proposed Directors’ written resolution must be given in Writing to each Director.

Any decision which a person giving notice of a proposed Directors’ written resolution takes regarding the process of adopting that resolution must be taken reasonably in good faith.

Adoption of Directors’ written resolutions

A proposed Directors’ written resolution is adopted when all the Directors who would have been entitled to vote on the resolution at a Directors’ meeting have signed one or more copies of it, provided that those Directors would have formed a quorum at such a meeting.

It is immaterial whether any Director signs the resolution before or after the time by which the notice proposed that it should be adopted.

Once a Directors’ written resolution has been adopted, it must be treated as if it had been a decision taken at a Directors’ meeting in accordance with the Articles.

The Company secretary must ensure that the Company keeps a record, in Writing, of all Directors’ written resolutions for at least ten years from the date of their adoption.

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.

Directors’ power relating to other companies

The Board may exercise the voting power conferred by the Shares in any company held or owned by the Company in any way that it decides (including voting in favour of any resolution appointing any of them directors of that company, or voting or providing for the payment of remuneration to the directors of that company).

Number of Directors

Methods of appointing Directors

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 either to fill a casual vacancy or as an addition to the existing Board:

by Ordinary Resolution; or

by a decision of the Directors,

No person shall be elected as a Director unless such person is recommended by the Board or the Company has received from such person confirmation in Writing of that person’s willingness to be elected as a Director, no later than seven days before the general meeting at which the relevant resolution is proposed.

Retiring Directors

At each annual general meeting of the Company any Director then in office:

who has been appointed by the Board since the previous annual general meeting in accordance with Article 28.1; or

for whom it is the third annual general meeting following the annual general meeting at which they were elected or last re-elected;

Deemed re-appointment

A Director who retires at an annual general meeting shall (unless they are removed from office or their office is vacated in accordance with these Articles) retain office until the close of the meeting at which they retire or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in their place or the resolution to re-appoint them is put to the meeting and lost.

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-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in their place or unless the resolution to re-appoint them is put to the meeting and lost.

Procedure if insufficient Directors appointed

If:

at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and

at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 27,

The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 31.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 27, the provisions of this Article shall also apply to that meeting.

Removal of Directors

Termination of Director’s appointment

A person ceases to be a Director as soon as:

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 or (if applicable) the Nasdaq Rules;

a Bankruptcy order is made against that person;

a composition is made with that person’s creditors generally in satisfaction of that person’s debts or any analogous event occurs in the United Kingdom or another country;

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;

they are absent from meetings of the Directors for six successive months without the permission of the Directors and the Directors resolve that their office is vacated;

they are removed from office by notice in Writing served upon them signed by all their co-Directors (without prejudice to any claims for damages which they may have for breach of any contract between them and the Company); or

notification is received by the Company from the Director that the Director is resigning from office as Director, and such resignation has taken effect in accordance with its terms.

Directors’ remuneration

Directors may undertake any services for the Company that the Directors decide.

Directors are entitled to such remuneration as the Directors determine:

for their services to the Company as Directors; and

for any other service which they undertake for the Company.

A Director’s remuneration may:

take any form; and

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.

Unless the Directors decide otherwise, Directors’ remuneration accrues from day to day.

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.

Directors’ expenses

meetings of Directors or committees of Directors;

general meetings; or

separate meetings of the Holders of any class of Shares or of debentures of the Company,

Authentication of Documents

Appointment, remuneration and removal

Subject to the Companies Acts and any other provisions of law, the Company secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Company secretary so appointed may be removed from office by the Directors but at any time without prejudice to any claim for damages for breach of any contract of service between the Company secretary and the Company. If thought fit, two or more persons may be appointed as joint Company secretaries and the Directors may also appoint from time to time on such terms as they think fit one or more assistant or deputy Company secretaries.

Any provision of the Companies Acts or these Articles requiring or authorising a thing to be done by or to a Director and a Company secretary shall not be satisfied by it being done by or to the same person acting both as Director and as, or in the place of, the Company secretary.

Electronic attendance at and participation in general meetings not precluded

Nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place may by electronic means attend and participate in it.

Frequency of meetings and quorum

An annual general meeting shall be held in accordance with the applicable statutory provisions or on the requisition of shareholders in accordance with the Companies Act. An annual general meeting shall be called by not less than such minimum notice period as is permitted by the applicable statutory provisions.

Subject to the provisions of Article 39.3, the requisite quorum for general meetings of the Company shall be two qualifying persons, as determined in accordance with the Companies Act 2006.

If and for so long as the Company is subject to the rules and requirements of a securities exchange and such securities exchange requires the Company to have a quorum for general meetings then, in addition to the requisite quorum requirement in Article 39.2, in order for such general meeting to be quorate at least 33 1/3 per cent. of the Company’s issued and outstanding Ordinary Shares (or such other amount as may be specified by such rules and requirements) must be present at such general meeting, whether represented in person (including, in the case of a corporate Member, by duly authorised representative) or by duly appointed proxy.

Calling general meetings

Two or more Members holding five per cent. (5%) or more of the voting Share capital of the Company may require the Directors to call a general meeting (or instruct the Company secretary to do so).

The Directors may call a general meeting.

Means of attendance and participation in meetings

The Directors shall decide in relation to each general meeting the means of attendance and participation at the meeting, including whether the persons entitled to attend, speak and vote at the meeting shall be enabled to do so:

subject to Article 43, by means of Electronic Facilities pursuant to Article 42; and/or

by simultaneous attendance and participation at one or more Satellite Meeting Places pursuant to Article 50.

Simultaneous attendance and participation by Electronic Facilities

The Directors may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation by means of Electronic Facilities, and may decide the means, or all different means, of attendance and participation used in relation to the general meeting.

The Members present in person or by proxy by means of Electronic Facilities (as so decided by the Directors) shall be counted in the quorum for, and be entitled to participate in, the general meeting.

The meeting shall be duly constituted and its proceedings valid if the Chair is satisfied that adequate facilities are available throughout the meeting to ensure that Members attending the meeting by all means (including the means of Electronic Facilities) are able to:

participate in the business for which the meeting was convened;

hear all persons who speak at the meeting; and

be heard by all other persons attending and participating in the meeting.

The inability of any Member present in person or by proxy at the meeting by means of Electronic Facilities to participate in the business for which the meeting has been convened, hear all persons who speak at the meeting or be heard by all other persons present at the meeting on account of a breakdown in Electronic Facilities shall not in any way affect the validity of the proceedings of the meeting.

Virtual only general meetings not permitted

No provision of these Articles authorises or allows a general meeting to be held exclusively on an electronic basis.

Security and conduct of general meetings

Without prejudice to Article 44.3, the Directors may direct that any person wishing to attend a general meeting at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to refuse entry to any meeting to any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions.

Without prejudice to Article 44.3, if a general meeting is held partly by means of Electronic Facilities pursuant to Article 42, the Directors may make any arrangement and impose any requirement or restriction that is:

necessary to ensure the identification of those taking part by means of the Electronic Facilities and the security of the electronic communication; and

in their view, proportionate to those objectives.

The Chair of the Meeting shall take such action or give direction as they think fit to promote the orderly conduct of the business of the meeting as laid down in the notice of general meeting and to ensure the security of the meeting and the safety of the people attending at any physical place of the meeting. The Chair of the Meeting’s decision on matters of procedure or arising incidentally from the business of the meeting shall be final as shall be their determination as to whether any matter is of such a nature.

Quorum for general meetings

Chairing general meetings

If the Directors have appointed a Chair, the Chair shall chair general meetings if present at the Principal Meeting Place and willing to do so.

If the Directors have not appointed a Chair, or if the Chair is unwilling to chair the meeting or is not present at the Principal Meeting Place within ten minutes of the time at which a meeting was due to start:

the Directors present at the Principal Meeting Place; or

(if no Directors are present at the Principal Meeting Place), the meeting,

The person chairing a meeting in accordance with this Article is referred to as the “Chair of the Meeting”.

Attendance and speaking by Directors and non-Members

Directors may attend and speak at general meetings, whether or not they are Members.

The Chair of the Meeting may permit other persons who are not:

Members of the Company; or

otherwise entitled to exercise the rights of Members in relation to general meetings,

Adjournment

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 Chair of the Meeting must adjourn it.

The Chair of the Meeting may adjourn a general meeting at which a quorum is present if:

the meeting consents to an adjournment; or

it appears to the Chair of the Meeting that an adjournment is necessary to secure the proper and orderly conduct of the meeting.

The Chair of the Meeting must adjourn a general meeting if directed to do so by the meeting.

When adjourning a general meeting, the Chair of the Meeting must:

either specify the time and place (or, in the case of a meeting to which Article 50 applies, such other places) and, if applicable, Electronic Facilities for attendance and participation to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors; and

have regard to any directions as to the time and place (or, in the case of a meeting to which Article 50 applies, such other places) and, if applicable, Electronic Facilities for attendance and participation of any adjournment which have been given by the meeting.

If it appears to the Chair of the Meeting that the facilities at the Principal Meeting Place or any Satellite Meeting Place or Electronic Facilities or have become inadequate for the purposes referred to in Article 42 or Article 50, then the Chair may, without the consent of the meeting, interrupt or adjourn the meeting.

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

to the same persons to whom notice of the Company’s general meetings is required to be given; and

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

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.

Postponement

The following applies if, after the sending of the notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place (or places in the case of a satellite meeting) specified in the notice calling the general meeting or by means of the Electronic Facilities stated in that notice:

the Directors may postpone or move the general meeting to another date, time and/or place and/or change the Electronic Facilities;

the Directors shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting (or places in the case of a satellite meeting) is given to any Member trying to attend the meeting at the original time and place;

notice of the date, time and place of the rearranged meeting (or places in the case of a satellite meeting) shall, if practicable, also be placed on the Company’s website;

notice of the business to be transacted at such rearranged meeting shall not be required;

if a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting; and

the Directors may also postpone or move the rearranged meeting under this Article 49.

General meeting with satellite meetings

The Directors may resolve to enable persons entitled to attend and participate in a general meeting or an adjourned meeting to do so by simultaneous attendance and participation at one or more Satellite Meeting Places anywhere in the world.

The provisions of this Article shall apply if any general meeting (or adjourned meeting) is held at or adjourned to more than one place.

The notice of the meeting shall specify the place at which the Chair of the Meeting presides. That place is referred to in these Articles as the “Principal Meeting Place” and any other location where that meeting takes place is referred to in these Articles as a “Satellite Meeting Place”.

The Members present in person or by proxy at the Principal Meeting Place and Satellite Meeting Places shall be counted in the quorum for, and entitled to participate in, the general meeting in question.

The meeting shall be duly constituted and its proceedings valid if the Chair of the Meeting is satisfied that adequate facilities are available throughout the meeting to ensure that Members attending at the Principal Meeting Place and at other Satellite Meeting Places are able to:

participate in the business of the meeting;

hear (by means of audio visual communications equipment or otherwise) all persons who speak in the Principal Meeting Place and any Satellite Meeting Place; and

be heard by all other persons so present in the same way.

The powers of the Chair of a meeting shall apply equally to the Principal Meeting Place and each Satellite Meeting Place, including the power to adjourn the meeting as referred to in Article 48.

A Member who is not entitled because of any arrangements put in place pursuant to Article 44 to attend, in person or by proxy, at any particular place shall be entitled so to attend at one of the other places subject to any arrangements from time to time in force and by the notice of meeting or adjourned meeting stated to apply to the meeting.

The inability of any Member present in person or by proxy at a Satellite Meeting Place to participate in the business for which the meeting has been convened, hear all persons who speak at the meeting or be heard by all other persons present at the meeting on account of a breakdown in Electronic Facilities shall not in any way affect the validity of the proceedings of the meeting.

If a meeting is adjourned to more than one place, not less than seven clear days’ notice of the adjourned meeting shall be given despite any other provision of these Articles.

General meetings to take place where the Chair is present

Unless otherwise specified in the notice of meeting or decided by the Chair of the Meeting, a general meeting is deemed to take place at the physical place where the Chair of the Meeting is present at the time of the meeting.

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.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of the Articles.

A resolution put to the vote at a general meeting held partly by means of Electronic Facilities shall be held on a poll in such manner as the Directors (or Chair of the Meeting) in their respective sole discretion deem appropriate for the purposes of the meeting.

Errors and disputes

No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.

Any such objection must be referred to the Chair of the Meeting whose decision is final.

Demanding a poll

A poll on a resolution may be demanded:

in advance of the general meeting where it is to be put to the vote; or

at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

A poll may be demanded by:

the Chair of the Meeting;

the Directors;

two or more persons having the right to vote on the resolution;

a person or persons representing not less than one tenth of the total voting rights of all the Members having the right to vote on the resolution; or

a person or persons holding Shares in the Company conferring a right to vote on the resolution, being Shares on which an aggregate sum has been Paid up equal to not less than one tenth of the total sum Paid up on all the Shares conferring that right.

A demand for a poll may be withdrawn if:

the poll has not yet been taken; and

the Chair of the Meeting consents to the withdrawal.

Procedure on a poll

Subject to the Articles, polls at general meetings must be taken when, where and in such manner as the Chair of the Meeting directs.

The Chair of the Meeting may appoint scrutineers (who need not be Members) and decide how and when the result of the poll is to be declared.

The result of a poll shall be the decision of the meeting in respect of the resolution on which the poll was demanded.

A poll on:

the election of the Chair of the Meeting; or

a question of adjournment,

Other polls must be taken within thirty (30) days of their being demanded.

A demand for a poll does not prevent a general meeting from continuing, except as regards the question on which the poll was demanded.

No notice need be given of a poll not taken immediately if the time and place at, and means by, which it is to be taken are announced at the meeting at which it is demanded.

In any other case, at least seven (7) clear days’ notice must be given specifying the time and place at, and means by, which the poll is to be taken.

Votes of Members

Subject to any other provision of these Articles and without prejudice to any special rights, privileges or restrictions as to voting attached to any Shares for the time being forming part of the capital of the Company:

on a show of hands:

each Member present in person has one vote;

except as otherwise provided in these Articles, each proxy present in person who has been duly appointed by one or more Members entitled to vote on a resolution has one vote;

each proxy present in person has one vote for and one vote against a resolution if the proxy has been duly appointed by more than one Member entitled to vote on the resolution and the proxy has been instructed by one or more of those Members to vote for the resolution and by one or more other of those Members to vote against it;

each proxy present in person has one vote for and one vote against a resolution if the proxy has been duly appointed by more than one Member entitled to vote on the resolution and either:

the proxy has been instructed by one or more of those Members to vote for the resolution and has been given any discretion by one or more other of those Members to vote and the proxy exercises that discretion to vote against it; or

the proxy has been instructed by one or more of those Members to vote against the resolution and has been given any discretion by one or more other of those Members to vote and the proxy exercises that discretion to vote for it; and

each duly authorised representative present in person of a Member that is a corporation has one vote; and

on a poll each Member present in person or by proxy or (being a corporation) by a duly authorised representative has one vote for each Share held by the Member.

For the avoidance of doubt, the Company itself is prohibited (to the extent specified by the Companies Acts or other provisions of law) from exercising any rights to attend or vote at meetings in respect of any Shares held by it as treasury shares.

Votes on a show of hands or on a poll

Votes of joint holders

Voting on behalf of incapable Member

No right to vote where sums overdue on Shares

A proxy’s obligations to vote

Appointment of proxies

A Member is entitled to appoint a proxy to exercise all or any of such Member’s rights to attend and to speak and vote at a general meeting.

A proxy need not be a Member of the Company.

Multiple Proxies

Content of Proxy Notices

Proxies may only validly be appointed by a notice in Writing (a “Proxy Notice”) which:

states the name and address of the Member appointing the proxy;

identifies the person appointed to be that Member’s proxy and the general meeting in relation to which that person is appointed;

is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the Directors may determine; and

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.

The Company may require Proxy Notices to be delivered in a particular form, and may specify different forms for different purposes.

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. The Company is entitled to assume without enquiry that a proxy has complied with any obligation to vote in accordance with instructions given by the Member by whom the proxy is appointed. The validity of anything done at a meeting is not affected by any failure by a proxy to comply with such an obligation.

Unless a Proxy Notice indicates otherwise, it must be treated as:

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

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.

No appointment of a proxy shall be valid after the expiration of 12 months from the date stated in it as its date of execution except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting where the meeting was originally held within 12 months from such date.

Delivery of Proxy Notices

Any notice of a general meeting must specify the address or addresses (“Proxy Notification Address”) at which the Company or its agents will receive Proxy Notices relating to that meeting, or any adjournment of it, delivered in Hard Copy Form or Electronic Form.

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.

Subject to Articles 65.4 and 65.5, a Proxy Notice must be delivered to a Proxy Notification Address not less than 48 hours before the general meeting or adjourned meeting to which it relates.

In the case of a poll taken more than 48 hours after it is demanded, the notice must be delivered to a Proxy Notification Address not less than 24 hours before the time appointed for the taking of the poll.

In the case of a poll not taken during the meeting but taken not more than 48 hours after it was demanded, the Proxy Notice must be delivered:

in accordance with Article 65.3; or

at the meeting at which the poll was demanded to the Chair, secretary or any Director.

An appointment under a Proxy Notice may only be revoked by delivering a notice in Writing given by or on behalf of the person by whom or on whose behalf the Proxy Notice was given to a Proxy Notification Address.

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 (and the termination of the authority of a person to act as proxy does not affect whether that person counts in deciding whether there is a quorum at a meeting or adjourned meeting, the validity of anything that person does as Chair of the Meeting or adjourned meeting or the validity of a poll demanded by that person at a meeting or adjourned meeting unless the Company receives notice of termination before the commencement of the meeting or adjourned meeting, as applicable); or

(in the case of a poll not taken on the same day as the meeting or adjourned meeting) the time appointed for taking the poll to which it relates (and the termination of the authority of a person to act as proxy does not affect the validity of a vote given by that person unless the Company receives the notice of termination before the time appointed for taking the poll).

Proxy and Uncertificated Shares

The Directors may allow a proxy for a Holder of any Uncertificated Shares to be appointed by electronic means or by means of a website in the form of an uncertificated proxy instruction. The Directors may also allow any supplement to the uncertificated proxy instruction or any amendment or revocation of any uncertificated proxy instruction to be made by a further uncertificated proxy instruction.

The Directors may decide what method should be used to determine at what time the instruction or notification is treated as being received by the Company. The Directors may treat any notification purporting to or expressed to be sent on behalf of a Holder of an Uncertificated Share as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that Holder.

For the purposes of this Article 66, an uncertificated proxy instruction is a properly authenticated dematerialised instruction and/or other instruction or notification, sent through a Relevant System to a participant in that system chosen by the Directors to act for the Company. The uncertificated proxy instruction may be in any form and subject to any terms and conditions that the Directors deem appropriate, but always subject to the facilities and requirements of the Relevant System.

Corporations acting by representatives

Amendments to resolutions

An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:

notice of the proposed amendment is given to the Company secretary 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 Chair of the Meeting may determine); and

the proposed amendment does not, in the reasonable opinion of the Chair of the Meeting, materially alter the scope of the resolution.

A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:

the Chair of the Meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and

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

If the Chair of the Meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the Chair’s error does not invalidate the vote on that resolution.

No voting of Shares on which money owed to Company

Class meetings

Powers to issue different classes of Share

Subject to the Articles, but without prejudice to the rights attached to any existing Share, the Company may issue Shares with the rights and restrictions set out in the Articles and any other Shares with such rights or restrictions as may be determined by Ordinary Resolution (or failing such determination, as the Directors may determine).

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 and must do so before the Shares are allotted.

Subject to the Articles and to any direction given by the Company in a general meeting, the Directors may allot, grant options over, or otherwise dispose of Shares to such persons (including the Directors themselves) at such times and on such terms as the Directors may think proper.

Payment of commissions on subscription for Shares

The Company may pay any person a commission in consideration for that person:

subscribing, or agreeing to subscribe, for Shares;

procuring, or agreeing to procure, subscriptions for Shares;

purchasing, or agreeing to purchase, treasury shares for cash; or

procuring, or agreeing to procure, purchases of treasury shares for cash.

Any such commission may be Paid:

in cash, or in Fully Paid or Partly Paid Shares or other securities, or partly in one way and partly in the other; and

in respect of a conditional or an absolute subscription.

Company not bound by less than absolute interests

Renunciation

Rights attaching to Shares

Each Share is entitled to one vote per Share at a meeting of the Members of the Company.

Variation of rights

Certificates to be issued except in certain cases

The Company must issue each Member with one or more Certificates in respect of the Shares which that Member holds.

This Article does not apply to:

Uncertificated Shares; or

Shares in respect of which the Company is not required by law to issue a Certificate.

Except as otherwise specified in the Articles, all Certificates must be issued free of charge.

No Certificate may be issued in respect of Shares of more than one class.

If more than one person holds a Share, only one Certificate may be issued in respect of it.

Contents and execution of Certificates

Every Certificate must specify:

in respect of how many Shares, of what class, it is issued;

the nominal value of those Shares;

the amount Paid up on them; and

any distinguishing numbers assigned to them.

Certificates must: be executed in accordance with the Companies Acts.

Consolidated Share Certificates

When a Member’s holding of Shares of a particular class increases, the Company may issue that Member with:

a single, consolidated Certificate in respect of all the Shares of a particular class which that Member holds; or

a separate Certificate in respect of only those Shares by which that Member’s holding has increased.

When a Member’s holding of Shares of a particular class is reduced, the Company must ensure that the Member is issued with one or more Certificates in respect of the number of Shares held by the Member after that reduction. But the Company need not (in the absence of a request from the Member) issue any new Certificate if:

all the Shares which the Member no longer holds as a result of the reduction; and

none of the Shares which the Member retains following the reduction,

A Member may request the Company, in Writing, to replace:

the Member’s separate Certificates with a consolidated Certificate; or

the Member’s consolidated Certificate with two or more separate Certificates representing such proportion of the Shares as the Member may specify.

When the Company complies with such a request it may charge such reasonable fee as the Directors may decide for doing so.

A consolidated Certificate must not be issued unless any Certificates which it is to replace have first been returned to the Company secretary for cancellation.

Replacement Share Certificates

If a Certificate issued in respect of a Member’s Shares is:

damaged or defaced; or

said to be lost, stolen or destroyed,

A Member exercising the right to be issued with such a replacement Certificate:

may at the same time exercise the right to be issued with a single Certificate or separate Certificates;

must return the Certificate which is to be replaced to the Company if it is damaged or defaced; and

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

Uncertificated Shares

In this Article, the “Relevant Rules” means:

any applicable provision of the Companies Acts about the holding, evidencing of title to, or transfer of Shares other than in Certificated form; and

any applicable legislation, rules or other arrangements made under or by virtue of such provision.

The provisions of this Article have effect subject to the Relevant Rules.

Any provision of the Articles which is inconsistent with the Relevant Rules must be disregarded, to the extent that it is inconsistent, whenever the Relevant Rules apply.

Any Share or class of Shares of the Company may be issued or held on such terms, or in such a way, that:

title to it or them is not, or must not be, evidenced by a Certificate; or

it or they may or must be transferred wholly or partly without a Certificate.

The Directors have power to take such steps as they think fit in relation to:

the evidencing of and transfer of title to Uncertificated Shares (including in connection with the issue of such Shares);

any records relating to the holding of Uncertificated Shares;

the conversion of Certificated Shares into Uncertificated Shares; or

the conversion of Uncertificated Shares into Certificated Shares.

The Company may by notice to the Holder of a Share require that Share:

if it is Uncertificated, to be converted into Certificated form; and

if it is Certificated, to be converted into Uncertificated form,

If:

the Articles give the Directors power to take action, or require other persons to take action, in order to sell, transfer or otherwise dispose of Shares; and

Uncertificated Shares are subject to that power, but the power is expressed in terms which assume the use of a Certificate or other written Instrument,

In particular, the Directors may take such action as they consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an Uncertificated Share or otherwise to enforce a lien in respect of it.

Unless the Directors otherwise determine, Shares which a Member holds in Uncertificated form must be treated as separate holdings from any Shares which that Member holds in Certificated form.

A class of Shares must not be treated as two classes simply because some Shares of that class are held in Certificated form and others are held in Uncertificated form.

Company’s Lien over Partly Paid Shares

The Company has a lien (the “Company’s Lien”) over every Share which is Partly Paid for any part of:

that Share’s nominal value; and

any premium at which it was issued,

The Company’s Lien over a Share:

takes priority over any third party’s interest in that Share; and

extends to any dividend or other money payable by the Company in respect of that Share and (if the lien is enforced and the Share is sold by the Company) the proceeds of sale of that Share.

The Directors may at any time decide that a Share which is or would otherwise be subject to the Company’s Lien shall not be subject to it, either wholly or in part.

Enforcement of the Company’s Lien

Subject to the provisions of this Article, if:

a Lien Enforcement Notice has been given in respect of a Share; and

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.

A “Lien Enforcement Notice”:

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;

must specify the Share concerned;

must require payment of the sum payable within fourteen (14) days of the notice;

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

must state the Company’s intention to sell the Share if the notice is not complied with.

Where Shares are sold under this Article:

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

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.

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:

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; and

second, to the Holder of the Shares at the time 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.

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:

is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share; and

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

Call Notices

Subject to the Articles and the terms on which Shares are allotted, the Directors may send a notice (a “Call Notice”) to a Member requiring the Member to pay the Company a specified sum of money (a “Call”) which is payable in respect of Shares (whether on account of the nominal value of the Shares or by way of premium) which that Member holds at the date when the Directors decide to send the Call Notice.

A Call Notice:

may not require a Member to pay a Call which exceeds the total sum unpaid on that Member’s Shares (whether as to the Share’s nominal value or any amount payable to the Company by way of premium);

must state when and how any Call to which it relates it is to be Paid; and

may permit or require the Call to be Paid by instalments.

A Member must comply with the requirements of a Call Notice, but no Member is obliged to pay any Call before 14 days have passed since the notice was sent.

Before the Company has received any Call due under a Call Notice the Directors may:

revoke it wholly or in part; or

specify a later time for payment than is specified in the notice,

Liability to pay Calls

Liability to pay a Call is not extinguished or transferred by transferring the Shares in respect of which it is required to be Paid.

Joint Holders of a Share are jointly and severally liable to pay all Calls in respect of that Share.

Subject to the terms on which Shares are allotted, the Directors may, when issuing Shares, provide that Call Notices sent to the Holders of those Shares may require them:

to pay Calls which are not the same; or

to pay Calls at different times.

When Call Notice need not be issued

A Call Notice need not be issued in respect of sums which are specified, in the terms on which a Share is issued, as being payable to the Company in respect of that Share (whether in respect of nominal value or premium):

on allotment;

on the occurrence of a particular event; or

on a date fixed by or in accordance with the terms of issue.

But if the due date for payment of such a sum has passed and it has not been Paid, the Holder of the Share concerned is treated in all respects as having failed to comply with a Call Notice in respect of that sum, and is liable to the same consequences as regards the payment of interest and forfeiture.

Failure to comply with Call Notice: automatic consequences

If a person is liable to pay a Call and fails to do so by the Call Payment Date:

the Directors may issue a notice of intended forfeiture to that person; and

until the Call is Paid, that person must pay the Company interest on the Call from the Call Payment Date at the Relevant Rate together with all expenses that may have been incurred by the Company by reason of such non-payment.

For the purposes of this Article:

the “Call Payment Date” is the time when the Call Notice states that a Call is payable, unless the Directors give a notice specifying a later date, in which case the Call Payment Date is that later date; and

the “Relevant Rate” is:

the rate fixed by the terms on which the Share in respect of which the Call is due was allotted;

such other rate as was fixed in the Call Notice which required payment of the Call, or has otherwise been determined by the Directors; or

if no rate is fixed in either of these ways, five per cent. (5%) per annum.

The Relevant Rate must not exceed by more than five (5) percentage points the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998.

The Directors may waive any obligation to pay interest on or expenses in respect of a Call wholly or in part.

Notice of intended forfeiture

may be sent in respect of any Share in respect of which a Call has not been Paid as required by a Call Notice;

must be sent to the Holder of that Share or to a person entitled to it by reason of the Holder’s death, Bankruptcy or otherwise;

must require payment of the Call and any accrued interest by a date which is not less than fourteen (14) days after the date of the notice;

must state how the payment is to be made; and

must state that if the notice is not complied with, the Shares in respect of which the Call is payable will be liable to be forfeited.

Directors’ power to forfeit Shares

Effect of forfeiture

Subject to the Articles, the forfeiture of a Share extinguishes:

all interests in that Share, and all claims and demands against the Company in respect of it; and

all other rights and liabilities incidental to the Share as between the person whose Share it was prior to the forfeiture and the Company.

Any Share which is forfeited in accordance with the Articles:

is deemed to have been forfeited when the Directors decide that it is forfeited;

is deemed to be the property of the Company; and

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,

If a person’s Shares have been forfeited:

the Company must send that person notice that forfeiture has occurred and record it in the register of Members;

that person ceases to be a Member in respect of those Shares;

that person must surrender the Certificate for the Shares forfeited to the Company for cancellation;

that person remains liable to the Company for all sums payable by that person under the Articles at the date of forfeiture in respect of those Shares, including any interest and expenses (whether accrued before or after the date of forfeiture) and that person shall remain liable to satisfy all (if any) of the claims and demands which the Company might have enforced in respect of the time of the forfeiture without any reduction or allowance for the value of the Shares at the time of forfeiture or for any consideration received on this disposal, but that person’s liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the Shares; and

the Directors may waive payment of such sums wholly or in part or enforce payment without any allowance for the value of the Shares at the time of forfeiture or for any consideration received on their disposal.

At any time before the Company disposes of a forfeited Share, the Directors may decide to cancel the forfeiture on payment of all Calls and interest due in respect of it and on such other terms as they think fit.

Procedure following forfeiture

If a forfeited Share is to be disposed of by being transferred, the Company may receive the consideration for the transfer and the Directors may authorise any person to execute the Instrument of transfer.

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 forfeited on a specified date:

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

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

A person to whom a forfeited Share is transferred is not bound to see to the application of the consideration (if any) nor is that person’s title to the Share affected by any irregularity in or invalidity of the process leading to the forfeiture or transfer of the Share.

If the Company sells a forfeited Share, the person who held it prior to its forfeiture is entitled to receive from the Company the proceeds of such sale, net of any commission, and excluding any amount which:

was, or would have become, payable; and

had not, when that Share was forfeited, been Paid by that person in respect of that Share,

The forfeiture of a Share shall involve the extinction at the time of the forfeiture or surrender of all interest in and all claims and demands against the Company in respect of the Share and all other rights and liabilities incidental to the Share as between the holder whose Share is forfeited or surrendered and the Company, except only such of those rights and liabilities as are by the Articles expressly saved, or as are by the Companies Act and any other applicable laws given or imposed in the case of past Members.

Surrender of Shares

A Member may surrender any Share:

in respect of which the Directors may issue a notice of intended forfeiture;

which the Directors may forfeit; or

which has been forfeited.

The Directors may accept the surrender of any such Share.

The effect of surrender on a Share is the same as the effect of forfeiture on that Share.

A Share which has been surrendered may be dealt with in the same way as a Share which has been forfeited.

Power to sell Shares of untraced Members

The Company shall be entitled to sell at the best price reasonably obtainable any Share of a Member or any Share to which a person is entitled by transmission if and provided that:

during a period of at least 12 years (provided that in that period at least three dividends, whether interim or final, shall have been declared and paid):

no cheque or similar financial instrument sent, in the manner authorised by these Articles, by the Company to the Member or person entitled by transmission has been cashed;

no payment made by the Company by any other means permitted by Article 105 has been claimed or accepted; and

so far as the Directors are aware, no communication has been received by the Company from the Member or person entitled by transmission;

on the expiry of that period, the Company has given notice to the Member or person entitled by transmission of its intention to sell the Share and the period of at least three months has elapsed from the date of sending that notice. The Company must send the notice to the registered address or the last known address of the Member or person so entitled. Before sending the notice, the Company must have used such efforts as the Directors consider reasonable to trace the Member or person entitled by transmission including engaging, if the Directors consider it appropriate, a professional asset reunification company or other tracing agent; and

so far as the Directors are aware, the Company has not, during the period following the date of sending the notice and before the exercise of the power of sale, received any communication from the Member or person entitled by transmission.

If, during:

the period of at least 12 years referred to in Article 93.1(a); or

any longer period ending on the date on when the requirements of Articles 93.1(a) to (c) have been satisfied,

To give effect to the sale of any Share pursuant to Article 93.1, the Company may appoint any person to execute as transferor any necessary Instrument of transfer of such Share and such Instrument of transfer shall be as effective as if it had been executed by the Holder or person entitled by transmission to the Share. The transferee shall not be bound to see to the application of the purchase moneys nor shall their title to the Shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of sale shall belong to the Company and on receipt the Company shall be indebted to the Member or other person entitled to such Share for an amount equal to the net proceeds of such sale but no trust shall be created and no interest shall be payable in respect of the proceeds of sale which may either be employed in the business of the Company or invested in such investment (other than Shares of the Company or its holding company, if any) as the Directors may from time to time think fit.

Transfers of Shares

Shares may be transferred by means of an Instrument of transfer in any usual form or any other form approved by the Directors or the Articles, which is executed by or on behalf of:

the transferor; and

(if any of the Shares is Partly Paid) the transferee.

No fee may be charged for registering any Instrument of transfer or other Document relating to or affecting the title to any Share.

The Company may retain any Instrument of transfer which is registered.

The transferor remains the Holder of a Share until the transferee’s name is entered in the register of Members as Holder of it.

The Directors may refuse to register the transfer of a Share if:

the Share is not Fully Paid;

the transfer is not lodged at the Company’s registered office or such other place as the Directors have appointed;

the transfer is not accompanied by the Certificate for the Shares to which it relates, or such other evidence as the Directors may reasonably require to show the transferor’s right to make the transfer, or evidence of the right of someone other than the transferor to make the transfer on the transferor’s behalf;

the transfer is in respect of more than one class of Share; or

the transfer is in favour of more than four transferees.

If the Directors refuse to register the transfer of a Share, 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.

Transfer of Uncertificated Shares

A transfer of an Uncertificated Share must not be registered if it is in favour of more than four transferees.

Transmission of Shares

If title to a Share passes to a Transmittee, the Company may only recognise the Transmittee as having any title to that Share.

Nothing in these Articles releases the estate of a deceased Member from any liability in respect of a Share solely or jointly held by that Member.

Transmittees’ rights

A Transmittee who produces such evidence of entitlement to Shares as the Directors may properly require:

may, subject to the Articles, choose either to become the Holder of those Shares or to have them transferred to another person; and

subject to the Articles, and pending any transfer of the Shares to another person, has the same rights as the Holder had.

But Transmittees do not have the right to attend or vote at a general meeting 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.

Exercise of Transmittees’ rights

Transmittees who wish to become the Holders of Shares to which they have become entitled must notify the Company in Writing of that wish.

If the Share is a Certificated Share and a Transmittee wishes to have it transferred to another person, the Transmittee must execute an Instrument of transfer in respect of it.

If the Share is an Uncertificated Share and the Transmittee wishes to have it transferred to another person, the Transmittee must:

procure that all appropriate instructions are given to effect the transfer; or

procure that the Uncertificated Share is changed into Certificated form and then execute an Instrument of transfer in respect of it.

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.

Transmittees bound by prior notices

Suspension of rights where non-disclosure of interests

If any Member, or any other person appearing to be interested in Shares held by such Member, has been duly served with a notice under section 793 of the Companies Act 2006 and is in default for the prescribed period in supplying to the Company the information thereby required, then at any time after that the Directors may in their absolute discretion by notice to such Member or such other person direct:

that in respect of the Default Shares, the Member shall not be entitled to vote either personally or by proxy at a general meeting of the Company or a meeting of the Holders of any class of Shares of the Company or to exercise any other right conferred by membership in relation to general meetings of the Company or meetings of the Holders of any class of Shares of the Company; and/or

where the Default Shares represent at least 0.25 per cent. (0.25%) of the issued Shares of any class of Shares of the Company (excluding any Shares of that class held as treasury shares), that:

any dividend or other money which would otherwise be payable in respect of the Default Shares shall (in whole or any part thereof) be retained by the Company without any liability to pay interest thereon when such money is finally paid to the Member and, in circumstances where an option to elect to receive Ordinary Shares instead of cash in respect of any dividend shall be or has been given to Members, any notice of election made under such an option in respect of the Default Shares shall not be effective; and/or

no transfer, other than an approved transfer, of any of the Shares held by such Member shall be registered unless (A) the Member is not in default as regards supplying the information required, and (B) the transfer is of part only of the Member’s holding and, when presented for registration, is accompanied by a certificate from the Member, in a form satisfactory to the Directors, to the effect that after due and careful enquiry the Member is satisfied that none of the Shares the subject of the transfer are Default Shares; and/or

any Shares held by such Member in Uncertificated form shall forthwith be converted in a Certificated form (and the Directors shall be entitled to direct the operator of any Relevant System applicable to those Shares to effect that conversion immediately) and that Member shall not after that be entitled to convert all or any Shares held by them in Uncertificated form (except with the authority of the Directors) unless (A) the Member is not in default as regards supplying the information required, and (B) the Shares which the Member wishes to convert are part only of their holding and they have issued a certificate, in a form satisfactory to the Directors, to the effect that after due and careful enquiry the Member is satisfied that none of the Shares they are proposing to convert into Uncertificated form are Default Shares.

The Company shall send to each other person appearing to be interested in the Shares the subject of any Direction Notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice. Neither the Company nor the Directors shall in any event be liable to any person as a result of the Directors having imposed any restrictions pursuant to Article 100.1 if the Directors have acted in good faith.

Any Direction Notice shall have effect in accordance with its terms until seven days (or such shorter period as the Directors may resolve) after the earlier of the date on which:

the Company is satisfied that the default in respect of which the Direction Notice was issued has been rectified; and

notification shall be received by the Company that the Default Shares shall have been transferred to a third party by means of an approved transfer.

The Directors may at any time give notice cancelling a Direction Notice, in whole or in part, or suspending, in whole or in part, the imposition of any restrictions contained in the Direction Notice for a given period. If dividends or other moneys payable in respect of any Default Shares shall be withheld as a result of any restrictions imposed by a Direction Notice, such dividends or other money shall accrue and shall be payable (without interest) upon the relevant restrictions ceasing to apply.

For the purposes of this Article 100:

“Default Shares” means Shares in relation to which a default has occurred entitling the Company to issue a Direction Notice and any further Shares which are issued in respect of those Shares;

a “Direction Notice” means a notice issued by the Company pursuant to Article 100.1;

a person shall be treated as appearing to be interested in any Shares if the Member holding such Shares or any other person has given to the Company information under section 793 of the Companies Act 2006 which either names such person as being so interested, or fails to establish the identities of those interested in the Shares and (after taking into account the said information and any other information given under section 793 of the Companies Act 2006) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the Shares;

“interested” shall be construed as it is for the purpose of section 793 of the Companies Act 2006;

the prescribed period is fourteen days from the date of service of the notice under section 793 of the Companies Act 2006;

a transfer of Shares is an approved transfer if and only if:

it is a transfer of Shares to an offeror by way or in pursuance of acceptance of a takeover offer for the Company;

the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the Shares to a party unconnected with the Member or with other persons appearing to be interested in such Shares; or

the transfer results from a sale made through a recognised investment exchange as defined in the Financial Services and Markets Act 2000 or any other stock exchange outside the United Kingdom on which the Company’s Shares are normally traded; and

reference to a person being in default in supplying to the Company the information required by a notice under the said section 793 of the Companies Act 2006 includes:

reference to their having failed or refused to give all or any part of it; and

reference to their having given information which they know to be false in a material particular or having recklessly given information which is false in a material particular.

Nothing in this Article 100 shall limit the powers of the Company under section 794 of the Companies Act 2006 or any other powers whatsoever.

Procedure for disposing of fractions of Shares

This Article applies where:

there has been a consolidation or division of Shares, and

as a result, Members are entitled to fractions of Shares.

The Directors may deal with such fractions as they think fit and in particular (but without prejudice to the foregoing):

sell the Shares representing the fractions to any person including the Company for the best price reasonably obtainable;

in the case of a Certificated Share, authorise any person to execute an Instrument of transfer of the Shares to the purchaser or a person nominated by the purchaser; and

distribute the net proceeds of sale in due proportion among the Holders of the Shares.

Where any Holder’s entitlement to a portion of the proceeds of sale amounts to less than a minimum figure determined by the Directors, that Member’s portion may be distributed to an organisation which is a charity for the purposes of the law of England and Wales, Scotland or Northern Ireland.

The person to whom the Shares are transferred is not obliged to ensure that any purchase money is received by the person entitled to the relevant fractions.

The transferee’s title to the Shares is not affected by any irregularity in or invalidity of the process leading to their sale.

The Directors may, without prejudice to Article 101.2 and subject to the Companies Acts and any other applicable laws, in each case where the number of Shares held by the Holder is not an exact multiple of the number of Shares to be consolidated into a single Share, issue to such Holder credited as Fully Paid by way of capitalisation the minimum number of Shares required to round up their holdings to a multiple (such issue being deemed to have been effected immediately prior to consolidation) and the amount required to pay up such Shares shall be appropriated at its discretion from any sums standing to the credit of any of the Company’s reserve accounts (including, subject to the Companies Act 2006, share premium account and capital redemption reserve) or to the credit of the profit and loss account and capitalised by applying the same in paying up such Shares.

Procedure for declaring dividends

The Company may by Ordinary Resolution declare dividends and may fix the time for payment of such dividend, and the Directors may decide to pay interim dividends as appear to the Board to be justified by the financial position of the Company. For the avoidance of doubt, no dividend shall be payable to the Company itself in respect of any Shares held by it as treasury shares (except to the extent permitted by the Companies Acts or any other provision of law).