2 Objects The club is established for the purposes expressed in the memorandum of association.

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1 ARTICLES OF ASSOCIATION COMPANIES ACT 1985 ARTICLES OF ASSOCIATION of ALVIS OWNER CLUB LIMITED Amended at AGM on 24 March 2013 (amendments in italics) Preliminary In these articles: 1.1 'the Act' means the Companies Act 1985 including any statutory modification or re-enactment of it for the time being in force; 1.2 'the club' means ALVIS OWNER CLUB LIMITED; 1.3 Rules means the Rules for conduct of the Alvis Owner Club Limited. 1.4 'secretary' means the company secretary of the club or any other person appointed to perform the duties of the secretary of the club, including a joint, assistant or deputy secretary; 1.5 unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modification not in force when these articles become binding on the club; 1.6 the masculine includes the feminine and, where appropriate, the singular the plural; 1.7 Table A means Table A in the Companies (Tables A to F) Regulations 1985 as amended by the Companies (Tables A to F) (Amendment) Regulations References to regulations are to regulations in Table A. 1.8 Regulations 2 to 35 inclusive to 69 inclusive 73 to 78 inclusive to 108 inclusive and 118 inclusive shall not apply to the Club but the Articles hereinafter contained and the remaining regulations of Table A subject to the modifications hereinafter expressed shall constitute the regulations of the Club 2 Objects The club is established for the purposes expressed in the memorandum of association. 3 Rules The Directors may from time to time make, and from time to time, alter or amend, such Rules relating to membership, classes of membership and access to Club property,

2 proceedings of the Directors, office holders and specialist advisors to the Directors, proceedings in relation to general meetings, the creation, membership, management and powers of Sections, subscription rates and other matters the Board may deem pertinent provided that in so far as any such Rule is inconsistent with these articles, these articles shall, unless expressed to be subject to such Rules, prevail. 4. Memberships 4.1 The number of members with which the Club is registered shall not exceed 5000, but the Directors may, whenever the business of the Club requires it, authorise an increase in the number of members. 4.2 The subscriber to the Memorandum of Association and such other persons as are admitted to membership in accordance with these Articles shall be the members of the Club. 5 Application for Membership 5.1 Every person who wishes to become a member shall deliver to the Club at its registered office a completed application for membership accompanied by the entrance fee or annual subscription (if any) in the form and manner prescribed by the Directors from time to time. 5.2 The application for membership shall be determined by the Directors in accordance with the rules. 5.3 The Directors shall notify in writing any candidate who is rejected but shall not be bound to give any reason therefor. 5.4 In the event of non-election the payment made must be returned to the candidate. 6 Subscriptions 6.1 The annual and other subscriptions and entrance fee (if any) payable by members of the Club are to be such as the Directors from time to time prescribe 7 Honorary or Life members 7.1 On the recommendation of the Directors any person having a connection with the Alvis marque may be appointed an honorary member of the club without any payment for such membership, for such a period as the Directors determine.

3 7.2 Any member who has given exceptional service to the club over a period of years may be invited by the Directors to become a life member. 7.3 Every life member is entitled to all the privileges but is subject to all the duties of membership of the Club during his life but is excused from paying the annual subscription. 8 Rights of members 8.1 Subject to the express provisions of these articles and to the rules all members of the Club are entitled to have access to the premises and property of the Club. 8.2 Subject to the provisions of these articles every member is entitled to all the rights and subject to all the duties of a member of the Club, except for Honorary Members and members under the age of 18 who shall have no voting rights. 9. Notice of resignation Any member wishing to resign his membership of the Club shall give 7 days notice in writing of his intention so to do, but shall be deemed to have resigned in the event that his annual subscription shall remain unpaid six months after it is due. In the event of resignation the member shall forfeit all right and claim upon the Club and its property save that in the event that resignation is deemed by virtue of non payment of subscription, the Directors may accept late payment of such subscription and restore the lapsed member to membership. 10. Expulsion of members 10.1 The Directors may at any time acting reasonably decline to accept any annual renewal subscription 10.2 Subject to article 9 a member may only be expelled from membership in accordance with these sub-clauses If the conduct of any member is, in the opinion of the Directors, injurious to the character of the Club or objectionable in any respect, such member may be by not less than two thirds majority resolution of the Directors expelled as a member of the Club providing that prior to expulsion the member shall be given the opportunity to make representations to the Board as to why he should not be expelled from membership, having been given by the Board brief details of the relevant injurious conduct.

4 10.4 Any member expelled in accordance with these articles, or otherwise ceasing to be a member of the Club, forfeits all right to or claim upon the Club or its property or funds or any return of subscription paid and remains liable for any outstanding subscriptions or charges due from him at the date of expulsion or cessation. 11. Rights of members personal The rights of a member as such are personal and are not transferable and cease upon his death. 12 Annual general meeting 12.1 The Club shall hold a general meeting in each year as its annual general meeting in addition to any other meetings in that year, and must specify the meeting as the annual general meeting in the notices calling it Not more than 14 months may elapse between the date of one annual general meeting of the company and that of the next The annual general meeting must be held at such time and place as the Directors appoint but notice must be given in accordance with rule Meetings of members 13.1 All ordinary general meetings or extraordinary general meetings shall be called on the giving of at least 21 clear days notice On a requisition made in writing by at least 30 members or members representing not less than one-tenth of the total voting rights of all the members having at the date of deposit of the requisition a right to vote at general meetings, whichever is the lesser, the Directors must convene an extraordinary general meeting Any requisition made by the members pursuant to clause 13.2 above must state the object of the meeting proposed to be called, and must be signed by the requisitionists and deposited at the registered office of the Club On receipt of the requisition the Directors must immediately proceed to convene an extraordinary general meeting If the Directors do not proceed to call a meeting within 21 days from the date of deposit of the requisition, the requisitionists, or any of them representing more

5 than one-half of the total voting rights of all of them, may convene such a meeting. 14 Notice of meetings 14.1 At least 21 days notice shall be given of any annual or extraordinary general meetings Accidental omission to give notice of any meeting to or non-receipt of such notice by any member does not invalidate the proceedings at that meeting Any notice shall specify the time and place of the meeting the general nature of the business to be transacted and the terms of any resolution to be proposed at it and in the case of an annual general meeting shall specify the meeting as such. 15 Proceedings at general meetings 15.1 No business may be transacted at any meeting unless a quorum is present Save as otherwise provided in these articles, 20 members in addition to any Directors personally present is a quorum If within half an hour from the time appointed for the meeting a quorum of members is not present, or, if during a meeting such a quorum ceases to be present: a) if the meeting was convened on the requisition of members, it must be dissolved; b) in any other case the meeting stands adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine and, if at the adjourned meeting a quorum of members is not present within half an hour of the time appointed for the meeting, the members present may form a quorum A resolution in writing passed at such a meeting shall be countersigned by a Director or the Secretary. The Directors shall cause a record of each resolution in writing and of the signatories to it to be entered in a book in the same way as minutes of a general meeting of the Company and to be signed by a Director or the Secretary of the Company At or before the time a proposed written resolution is supplied to a member for signature the Directors and the Secretary of the Company shall if the Company

6 has auditors secure that a copy of the resolution is sent to them or that they are otherwise notified of its contents. 16 Adjournment 16.1 The chairman may, with the consent of a meeting at which a quorum is present (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place No business may be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. 17. Voting rights 17.1 Each member entitled to vote may vote at any general meeting of the Club Each member of the Club so entitled to vote has one vote, and resolutions shall be by ordinary majority by a show of hands or by ballot, as directed by the chairman of the meeting, except that in case of equality of votes, the chairman may have a second or casting vote. 18 Proxy voting 18.1 On a poll votes may be given either personally or by proxy A proxy must be appointed in writing under the hand of the appointor The instrument appointing a proxy must be deposited at the registered office of the Club not less than 48 hours before the time of holding the meeting at which the person named in such instrument proposes to vote Any instrument appointing a proxy must be in the prescribed form. 19 Passing of resolutions 19.1 At any general meeting: a) a declaration by the chairman that a resolution has been carried, or carried unanimously, or carried by a particular majority, or lost, or not carried by a particular majority, and b) an entry to that effect in the book of proceedings of the club,

7 are conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution, unless a poll is demanded by the chairman or by at least 2 members having the right to vote at the meeting or by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting If a poll is demanded in the above manner, it must be taken in such manner as the chairman directs, and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded. 20 Directors and Company Secretary 20.1 The Directors of the Club will normally consist of: a) Chairman, Vice Chairman, and Treasurer who shall be elected annually at the annual general meeting of the Club; and b) One representative from each UK Section of the Club, up to a maximum of 7, who shall be elected annually at annual general meeting of the Section. c) One International Director nominated by overseas members/sections who shall be elected every third year at the annual general meeting of the Club The Company Secretary shall be elected annually at the annual general meeting of the Club Unless otherwise determined by ordinary resolution, the minimum number of Directors shall be 3 and the maximum shall be Powers of Directors 21.1 The Directors of the Club may exercise all powers that may be exercised by the Club and do anything that may be done by the Club, except where under these articles or any statute for the time being in force the power must be exercised or the thing be done by the Club in general meeting The Directors may act notwithstanding vacancies The quorum for the transaction of business of the Directors shall be three Directors or 50% of existing Directors, whichever is the greater.

8 22 Remuneration No Director or officer of the Club, or such other officer as may from time to time be so approved by the Board may receive any remuneration for his services in the capacity of Director but nothing contained in these articles is to prohibit payment by the Club of any sum for clerical or other assistance. 23 Age limits There is no age limit for Directors and accordingly Section 293(2) (6) of the Act does not apply to the Club. 24 Retirement of Directors and Company Secretary 24.1 At every annual general meeting of the Club, the Chairman, Vice Chairman, Company Secretary and Treasurer of the Club must retire from office Such retirees remain eligible for re-election in accordance with article 25 at the same or any other general meeting of the Club At every third annual general meeting of the Club, the International Director must retire from office Such retiree remains eligible for re-election in accordance with article 30.3 at the same or any other general meeting of the Club Directors elected by Sections must retire from office at Section annual general meetings The Directors retiring at the section annual general meetings are eligible for reelection at the same or any other general meeting of the Section. 25 Election of Chairman, Vice Chairman, Treasurer and Company Secretary The election of the above officers of the Club must take place in the following manner: 25.1 Any 2 members of the Club may nominate any other member to serve as an officer or other Director of the Club, having previously received his assent The name of each member so nominated, together with the names of his proposer and seconder, must be sent in writing signed by all 3 of them to the Secretary of the Club at least 60 days before the annual general meeting A list of the candidates name in alphabetical order, with the proposers and seconders names, shall be circulated to the members of the Club prior to the AGM.

9 25.4 Balloting list must be prepared (if necessary) containing the names of the candidates only in alphabetical order Each member present at the annual general meeting and qualified to vote may vote for any number of candidates not exceeding the number of vacancies If insufficient candidates are nominated, the directors after election may elect a member or members to fill the remaining vacancy or vacancies If any candidate declines to serve after being elected, the candidate who has the next largest number of votes must be deemed to be elected If 2 or more candidates obtain an equal number of votes, the chairman must select by lot from such candidates the candidate or candidates who is or are to be elected. 26 Appointment of Office Holder 26.1 The Directors may from time to time decide that an office holder shall be appointed to carry out such a specific function as shall be determined by the Directors Appointment shall take place in the following manner: a) Any 2 members of the Club may nominate any other member to serve as an office holder of the Club, having previously received his assent, for the Directors to consider the member s appointment b) The Directors may appoint such office holder and on such terms as they determine from time to time 26.3 The Directors may also appoint advisers to the Club who need not be members on such terms as the Directors determine as necessary from time to time For the avoidance of doubt the Directors may appoint members to assist in a clerical capacity under these provisions. 27 Audit An auditor or independent examiner must be appointed and his or their duties regulated in accordance with the Act. 28 Vacancies

10 28.1 All vacancies arising amongst the Directors or Officers of the Club may be filled by a Director or Officer or any other person nominated and/or co-opted by the Directors. A vacancy for the International Director shall be filled by an overseas member Any Director or any Officer (other than the Secretary) appointed to fill a vacancy must retire at the following annual general meeting. 29 Removal of Directors 29.1 The office of a Director is vacated if: a) his membership of the Club is terminated in accordance with article 9 or 10; or b) he absents himself from two meetings of the Directors without leave of absence; or c) he gives the Directors one calendar month's notice in writing that he resigns his office; or d) he is removed by extraordinary resolution passed at a general meeting of the Club or, in the case of Directors elected by the Sections, by a resolution passed at a general meeting of the Section. 30 Sections UK and International 30.1 The United Kingdom shall be divided into not more than seven geographical Sections. Each member of the Club shall be allocated to the Section that includes the address given by the member on his application forms for membership or such other Section as the Directors shall from time to time on the application of the member approve. Subject to the Rules the domestic affairs of each Section shall be the responsibility of the Committee of that Section, the members of which shall be elected at the annual general meeting of that Section Each UK Section will hold its Annual General Meeting and elect its own Committee which shall be a minimum of a Chairman, Treasurer, Secretary. The members at the section AGM shall appoint one of its members as a member of the Board and in the event that there is no Section Committee then the management of the Section shall revert to the Board.

11 30.3 Since all other countries outside the UK do not necessarily have specific Sections or Section Committees, overseas interests will be represented by an elected International Director. Each overseas member will have the opportunity to nominate a member to represent International, not country interests. The candidate(member) chosen from a list of nominees by ballot of overseas members will be appointed as International Director at the Annual General meeting of the Club, every third year. The election of the International Director will take place as follows: a) Any 2 overseas members of the Club may nominate any other overseas member to serve as International Director of the Club, having previously received his assent. b) the names of each member nominated, together with the names of the proposer and seconder, must be sent in writing signed by all 3 of them to the Secretary of the Club at least 60 days before the annual general meeting. c) a list of the candidates names in alphabetical order, with proposers and seconders names shall be circulated to overseas members of the Club at least?60 days prior to the AGM. d) each overseas member may vote for one candidate and return the ballot papers to the Secretary before the annual general meeting. e) if no candidate is nominated, the Directors will nominate an Overseas Representative to act on behalf of overseas members. f) if any candidate declines to serve after being elected, the candidate who has the next largest number of votes must be deemed to be elected. g) if 2 or more candidates obtain an equal number of votes, Board must select by lot from such candidates the candidate who is to be elected. 31 Accounts 31.1 The Directors of the Club must ensure that proper books of account are kept in respect of: all sums of money received and expended by the club and the matters in respect of which the receipts and expenditure take place; and the assets and liabilities of the club The books of account must be kept at the registered office of the Club, or at such other place or places as the directors think fit, and must always be open to the inspection of the directors The Directors must from time to time determine whether, and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Club, or any of them, are to be open to the inspection of members of the Club who are not directors.

12 31.4 No member who is not a Director has any right to inspect any account or book or document of the Club except as conferred by statute or authorised by the Directors. 32 Presentation of accounts 32.1 Once at least in every year the Directors must lay before the Club in annual general meeting an audited, or independently verified, account of income and expenditure and balance sheet for the period since the preceding account A balance sheet must be made out in every year and laid before the Club in general meeting, made up to a date not more than 6 months before such meeting A copy of the balance sheet must be sent to, or made available to, the persons entitled to receive notices of general meetings in the manner in which notices are to be given under these articles 21 days prior to the meeting Every account and balance sheet must be accompanied by a report of the Directors and the account, report and balance sheet must be signed by 2 Directors and countersigned by the Secretary. 33 Seal 33.1 The Directors must provide for the safe custody of the common seal of the Club The seal of the Club must not be affixed to any instrument except by the authority of a resolution of the directors. 34 Notices 34.1 A notice may be given by the Club to any member personally, by sending it by post in a prepaid envelope addressed to the member at his registered address Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and is deemed to have been effected at the expiration of 48 hours (two working days) after the envelope containing it was posted. 35 Headings The headings in these articles do not form part of them or in any manner affect the interpretation or construction of them.

13 (signatures of subscribers) Witnesses to the above signatures: (signatures and addresses of witnesses) February Amended March 2013