ENDURANCE (INTERNET SECURITY AWARENESS) LIMITED

Transcription

1 OF of &Ui-fctrtMD COMRWES ENDURANCE (INTERNET SECURITY AWARENESS) LIMITED The name of the company (hereinafter called the "Company") is "Endurance (Internet Security Awareness) Limited". The registered office of the Company is to be situated in England and Wales. The objects for which the Company is established are to promote, inform, and raise awareness of internet and computer security with all users of the internet and to build trust and increase confidence of such users to enter into transactions and other arrangements online. The Company has the following powers, which may be exercised only in promoting the objects referred to above: to promote, carry out or commission research on any and all aspects of internet and computer security and its effect on users of the internet; to provide advice or guidance to internet and computer users on internet and computer security and awareness; to publish, distribute or otherwise disseminate information on internet and computer security and awareness; to liaise, discuss and co-operate with other bodies and organisations with similar objects or interests; to purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property; to apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any trade marks, patents, copyrights, trade secrets, or other intellectual property rights, licences, secret processes, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to 42B347-4 i, ft i tin BOM., " _f

2 4.1.7 to Improve, construct, repair, develop, let on lease or otherwise, mortgage, charge, sell, dispose of, torn to account, grant licences, options, rights and privileges in of, or otherwise deal with all or any part of the property and of the Company; to invest and deal with the moneys of the Company not immediately required in such manner as may from time to be determined and to hold or otherwise deal with any investments made; to lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid); to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company's property or assets (whether present or future), and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it; to apply for, promote, and obtain any Act of Parliament, order, or licence of the Department for Productivity, Energy and Industry or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests;

3 to into any with any or (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges, licences, permits, authorisations or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, licences, permits, authorisations and concessions; to subscribe for. take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world; to control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies; to promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid; to sell or otherwise dispose of the whole or any part of the or property of the Company, either together or in portions, for such consideration as the Company may think fit; to act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts; to pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to any firm or to the to and or aid in the and of any or and to or for ,4

4 to do all or any of the or in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others; and to do ail such other things as may be deemed incidental or conducive to the attainment of the Company's objects or any of them. PROVIDED THAT:- (a) (b) Should the Company take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts. Should the Company take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Company shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Board or Steering Group of the Company shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Board or Steering Group have been if no incorporation had been effected, and the incorporation of the Company shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Board or Steering Group, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Company were not incorporated. The income and property of the Company shall be applied solely towards the promotion of its objects as set out in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Company and no member of its Board or Steering Group shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the Company, PROVIDED always that nothing herein shall prevent any payment in faith by the Company: of reasonable and proper remuneration to any member, officer or servant of the Company (not being a of its or Group) for any to the of on lent or and rent for or let by any of the or of its or ,4

5 5.13 to any member of its Board or of expenses; and to a company of which a member of the Company or of its Board or Steering Group may be a member holding not more than one hundredth part of the capital of such company. No addition, alteration, or amendment shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force, which would have the effect that the Company shall cease to be a company to which section 30 of the Companies Act 1985 applies. 7 8 The liability of the members is limited. Every member of the Company undertakes to contribute such amount as may be required (not exceeding 1 (one pound)) to the assets of the Company if it should be wound up while he is a member or within one year after he ceases to be a member, for payment of the Company's debts and liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves

6 We, the subscribers to this Memorandum of Association, wish to be formed into a company limited by guarantee and not having a share capital pursuant to this Memorandum of Association. NAMES AND ADDRESSES OF SUBSCRIBERS Signature^ <ZZ Dated \%.e&2005 Name.. Address /\viui voo, Witness to the ahe e Signature- Signature. Occupation Signature. Dated I M^feCE005 Witness to the abosm Signature- Name. Address Name..\J.t Address..Qfl.. U /" ,4

7 Signature.. V^.ta^.u UrP Dated n M«-/2005 Address.,f. Occupation..%.CC?( Sigaature J~? Address. Witness to the Signature Witness to the above Signature- Signature....\J^^MM/^^.. Name..\Jk^ /&>#:..&QXV.W X i Address. Signature- Name.,..U i-^l I^Ul tt...feft/*j I Address Occupation. (J ^

8 Signature! Dated C *f*f 20G5 2 Witness to the,abo^e Signature- Signature Name..:. Address Occupation,. r W f c Signature... a-*^ Dated H 2005 Address. Occupation

9 Signature. Dated ^.M / Witness to the abv Signature- Signature..... Name... Address. Name. Address. }5\ (l$bi?*lmm^^ V <^ ^ Sign, Dated ^ Witness to the abo^e Signature- Signature..LmiM. Name. Address. Occupation. u ,4

10 Name.... Dated ^/2005 Address. Witness to the stee Signature- Address. Occupation... Signature... Dated 2005 Name... Address. Witness to the above Signature- Signature... Name...'... Address... Occupation

11 ARTICLES OF of ENDURANCE (INTERNET SECURITY AWARENESS) LIMITED GENERAL 1 Unless the context indicates otherwise, words and phrases used herein shall have the following meanings: Act: the Companies Act 1985 and every statutory modification and reenactment thereof for the time being in force; Articles: these Articles of Association, and the regulations of the Company from time to time in force; Auditors: the auditors of the Company from time to time; Board: the board of directors for the time being of the Company; Board Sponsors: HSBC Bank pic, Lloyds TSB Bank pic, ebay, Microsoft Limited, Securetrading Limited, MessageLabs and the Government Departments, and such under persons or entities as the Board Sponsors for the time being shall agree and notify to the Company in writing from time to time; clear days: in relation to a period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; committee: any committee or such committee of the Board; Company: the above-named company; Government Departments: together, the Cabinet Office, National Hi-Tech Crime Unit and Department of Trade and Industry; Month: Calendar month; Office: the registered office of the Company from time to time; Other Members: all members of the Company from time to time, the Board Sponsors; Great and Northern Ireland, the the and the the 12

12 Words importing persons shall include corporations and associations. Subject as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meanings in the Articles. The Company is established for the purposes expressed in the Memorandum of Association. The subscribers to the Memorandum of Association and such other persons as the Board shall admit to membership in accordance with the Articles from time to time shall be the members of the Company. No person shall be admitted as a member of the Company unless he is approved by the Board and has complied with Articles 4 and 5 below. The Board shall be entitled to admit to membership any person whose membership of the Company will, in the opinion of the Board and the Steering Group, be of benefit to the Company as a whole, provided such person satisfies the admission acceptance criteria approved by the Board from time to time. Notwithstanding Article 4 above, the Board may (acting on the recommendations) of the Steering Group) impose such other reasonable terms and conditions of membership as it may consider to be in the best interests of the Company. Membership of the Company will be terminated if the member concerned: gives at least seven clear days' written notice of resignation to the Company; dies or (in the case of an organisation) ceases to exist; is more than one month in arrears in paying the relevant subscription or financial contribution, if any, as required by the Board; is in material breach of these Articles, and, if such breach is capable of remedy, it is not remedied within twenty-eight days of written notice having been served upon him by the Board identifying the breach and requesting remedy thereof; becomes or is declared bankrupt or insolvent or makes any general arrangement or composition with his creditors, or enters into voluntary or compulsory liquidation otherwise than for the purpose of any amalgamation or reconstruction the terms of which in by the Company, or to an or if a or is all or any of the or or

13 6.1.6 is removed from membership by resolution of the on the ground that, in their and the Board Sponsors' reasonable the member's continued membership is or is likely to be harmful to the Company. The Board may only pass such a resolution notifying the member in writing and considering the matter in the light of any written representations which the member concerned puts forward within 14 clear days after receiving such notice. 7 Membership of the Company is not transferable. GENERAL MEETINGS 8 Unless the Company has elected by Elective Resolution to dispense with the holding of Annual General Meetings the Company shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Board, and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Company holds its first Annual General Meeting within eighteen months after its incorporation, it need not hold it in the year of its incorporation or in the following year. 9 All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings. 10 The Board may whenever it thinks fit convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by section 368 of the Act. 11 Twenty-one clear days' notice in writing (at the least) of every Annual General Meeting and of every meeting convened to pass a Special Resolution or an Elective Resolution, and fourteen clear days' notice in writing (at the least) of every other General Meeting, specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of that business, shall be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under these Articles or under the Act entitled to receive such notices from the Company; but with the consent of all the members having the right to attend and vote at such meeting, or of such proportion of them as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as members may think fit from time to time. 12 The accidental omission to give notice of a meeting to, or the non-receipt of by, any person to receive not any any

14 AT GENERAL All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all business transacted at an Annual General shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the Board and of the Auditors, the election of directors in the place of those retiring, and the appointment of, and the fixing of the remuneration of, the Auditors. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided four Board Sponsors personally present shall be a quorum. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Board may determine. The Chairman (if any) of the Board shall preside as Chairman at every General Meeting, but if there is no such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members present shall choose a member of the Board, or if no such member is present, or if all the members of the Board present decline to take the chair, they shall choose a member of the Company who shall be present to preside. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as the original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at least two members present in person or by proxy, or by a member or members present in person or by proxy and representing one-tenth of the total voting rights of all the members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has or unanimously or by a majority, or lost, or not by a an to that in the of the be of the fact of the or of the in of or for a be

15 19 Subject to the provisions of Article 20 5 if a poll be demanded in the aforesaid, it shall be taken at such time and place, and in such manner, as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 20 No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment. 21 The Chairman of the meeting shall be entitled to a second casting vote in the case of an equality of votes, whether on a show of hands or on a poll. 22 The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. 23 Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held. VOTES OF MEMBERS 24 Subject as hereinafter provided, on a poll: each Board Sponsor shall have 10 votes; and 24.2 each Other Member shall have 1 (one) vote. 25 Save as herein expressly provided, no member other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Company in respect of his membership, shall be entitled to vote on any question either personally or by proxy, or as a proxy for another member, at any General Meeting. 26 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive. 2? Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall have no vote, but a proxy for a corporation may vote on a show of hands. A corporation may vote by its duly authorised representative appointed as provided by section 375 of the Act. A proxy not be a 28 The a be in the of the or Ms in or if is a its the of a

16 29 The instrument appointing a proxy and the power of attorney or authority (if any) under which it is signed or a notarially certified or copy thereof shall be deposited at the Office not less than forty-eight before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or hi the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll, and hi default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution. 30 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used. BOARD OF DIRECTORS 31 The first directors shall be as named in the statement delivered to the Registrar of Companies pursuant to section 10 of the Act and the maximum number of directors at any time shall be 15 (unless otherwise agreed by the Board). 32 With the prior written approval of the Board Sponsors, the Board may from time to time and at any time appoint any person as a director, either to fill a casual vacancy or by way of addition to the Board, provided that any prescribed maximum number of directors is not exceeded. 33 Each Board Sponsor shall have a right, but not an obligation, to have a person appointed as a director. Any person having the right to have a person appointed as a director shall do so by notice in writing to the Company and may by similar notice remove any such director appointed by him at any time. 34 Every director must sign a declaration of willingness to act as a director of the Company before he or she may vote at any meeting of the Board. POWERS OF THE BOARD 35 The directors have the following powers in the administration of the Company: to appoint (and remove) any person (who may be a director) to act as Secretary in accordance with the Act; to appoint a Chairman, and to any of to the or or of the as see fit to All be to the 17

17 persons who are not directors of the Company as the Board In its absolute discretion shall determine; to make standing orders, rules or terms of reference consistent with the Memorandum, the Articles and the Act to govern proceedings at General Meetings, meetings of the Board and meetings of any committees, including the Steering Group. Once adopted, the Board shall be entitled to amend, vary or replace any such standing orders, rules or terms of reference, provided always that such amendments, variations and replacements are approved by at least three-quarters of the directors of the Company entitled to vote; to make regulations consistent with the Memorandum, the Articles and the Act to govern the administration of the Company and the use of its seal (if any); to establish procedures to assist the resolution of disputes or differences within the Company; and to exercise any powers of the Company which are not reserved to a General Meeting. 36 The members for the time being of the Board may act notwithstanding any vacancy in their body; provided always that in the case where the members of the Board shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with the Articles, it shall be lawful for them to act as the Board for the purpose of admitting persons to membership of the Company, filling up vacancies in their body, or of summoning a General Meeting, but not for any other purpose. SECRETARY 37 Subject to the provisions of the Act the Secretary shall be appointed by the Board for such time, at such remuneration and upon such terms as they may think fit, and any Secretary so appointed may be removed by them. The provisions of sections 283 and 284 of the Act shall apply and be observed. DISQUALIFICATION OF DIRECTORS 38 A director's term of office shall automatically terminate if he or she: becomes bankrupt or makes any arrangement or composition with Ms creditors generally; is incapable, mentally or physically, of managing Ms or her to be a by in to the if lie Ms (but if at two in resignation); ,4 18

18 ceases to hold office by virtue of any provision of the Act or he becomes prohibited by law from being a director of a company; or is a director appointed by a Board Sponsor and the Board Sponsor notifies the Company that it no longer wishes to appoint that person as its director. ROTATION OF DIRECTORS 39 The directors for the time being shall not be required to retire from office at each Annual General Meeting to be held. 40 In addition and without prejudice to the provisions of section 303 of the Act, the Company may by extraordinary resolution remove any director from office and may by an ordinary resolution appoint another qualified person in Ms stead; but any person so appointed shall retain bis office so long only as the member in whose place he is appointed would have held the same if he had not been removed. For the avoidance of doubt, if a director appointed on behalf of a Board Sponsor is removed under the provisions of this Article, then such removal shall not affect that Board Sponsor's rights under Article 33, save that the Board Sponsor concerned shall not be permitted to reappoint the director so removed under the provisions of this Article. PROCEEDINGS OF THE BOARD 41 The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, four directors shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall not have a second or casting vote. 42 A member of the Board may, and on the request of a member of the Board the Secretary shall, at any time, summon a meeting of the Board by notice served upon the members of the Board. A member of the Board who is absent from the United Kingdom shall not be entitled to notice of a meeting. 43 The Board must hold at least one meeting each year and a meeting of the Board may be held either in person or by suitable electronic means agreed by the directors in which all participants may communicate with all the other participants ,4 19

19 44 The Board shall from time to time elect a Chairman who shall be to preside at all meetings of the Board at which he shall be present, and may determine for what period he is to hold office, but if no such Chairman be elected, or if at any meeting the Chairman be not present within five minutes after the time appointed for holding the meeting and willing to preside, the members of the Board present shall choose one of their number to be Chairman of the meeting. 45 A meeting of the Board at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Company for the time being vested in the Board generally. 46 The Board may delegate any of their powers to committees consisting of such directors and/or other persons as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board, hi the absence of any such regulations, the meetings and proceedings of any such committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board. 47 All acts bona fide done by any meeting of the Board or of any committee of the Board, or by any person acting as a member of the Board, shall, notwithstanding it afterwards being discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a director. 48 The Board shall cause proper records to be kept of all written resolutions (and of the signatures). The Board shall cause proper minutes to be made of all appointments of officers made by the Board and of the proceedings of all meetings of the Company and of the Board and of committees of the Board, and all business transacted at such meetings. All such records (and signatures) and minutes shall be entered in books provided for the purpose. Any such record purporting to be signed by a director or by the Secretary shall be evidence of the proceedings in agreeing to the written resolution and until the contrary is proved the requirements of the Act with respect to those proceedings shall be deemed to be complied with. Any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated. 49 A resolution in writing signed by all the directors for the time of the Board or of any committee of the Board who are entitled to receive notice of a of the or of such be as and as if it had at a of the or of 20

20 STEERING GROUP 50 There shall be constituted a committee named the Steering Group and it be the role of the Steering Group to provide direction and guidance on specific projects and programmes established to achieve the objects of the Company and to make representations to the Board in respect of such matters. In particular, but without prejudice to the foregoing or the right of the Board pursuant to Article , the role and responsibility of the Steering Group shall be to: 50.1 exercise all powers and functions delegated to it by the Board; 50.2 agree and implement the Company's 'campaign strategy' in order to achieve the Company's objects; and 50.3 set budgets for the day-to-day running of the Company and for specific projects and programmes. 51 The proceedings of the Steering Group shall be governed by these Articles and any terms of reference which have been approved by the Board from time to time pursuant to Article Where there are no terms of reference, or where the terms of reference do not provide for any particular matter, the regulations applying to meetings of the Board shall apply with any appropriate modifications. 52 The Board shall have the right to delegate any of the Steering Group's functions to any sub-committee of the Board. 53 The Steering Group shall consist of a representative appointed by each Board Sponsor and such other person or persons as the Board Sponsors may, from time to time, notify to the Company in writing and on such terms as they, in their absolute discretion, shall decide. 54 The Steering Group shall endeavour to convene meetings on a monthly basis, where practicable to do so. 55 Questions arising at any meeting of the Steering Group shall be decided by a majority of votes. Each representative of a Board Sponsor appointed to the Steering Group shall have one vote. Other members of the Steering Group shall not be entitled to a vote unless otherwise agreed by the Steering Group. 56 In the case of an equality of votes, the Chairman (appointed by the Steering Group from time to time) shall be entitled to a second casting vote. ACCOUNTS 5? The to be in the Act. 58 The be at the or, to the of the Act, at be to the or as the fit, and 21

21 59 The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Company or any of them shall be open to the inspection of members not being officers of the Company, and no member (not being an officer) shall have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or authorised by the Board or by the Company in General Meeting. 60 The Board shall from time to time in accordance with the provisions of the Act cause to be prepared such income and expenditure accounts, balance sheets and reports as are required by the Act. The Board shall send a copy of the annual accounts together with a copy of the Board's report for that financial year and a copy of the Auditors' report on those accounts to the Auditors and to every person entitled to receive the same in accordance with section 238 of the Act not less than 21 days before the date of the meeting at which those documents are to be laid in accordance with section 241 of the Act, or, where there is in force an election by Elective Resolution to dispense with the laying of accounts and report, not less than 28 days before the end of the period allowed for laying and delivering the same. AUDIT 61 In accordance with the provisions of the Act once at least in every year the accounts of the Company shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors. 62 Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act, the members of the Board being treated for all purposes as the Directors mentioned in those provisions. NOTICES 63 A notice may be served by the Company upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members. 64 Any member described in the register of members by an address not within the United Kingdom, who shall from time to time give the Company an address within the United Kingdom at which notices may be served upon him, shall be entitled to have notices served upon him at such address, but, save as aforesaid and as provided by the Act, only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from, the Company. 65 Any if by post, be to on the day on the the is put the and in it be to that the the was and put into the as a 22

22 DISSOLUTION 66 If upon the winding up or dissolution of the Company there remains, the satisfaction of all its debts and liabilities, any property whatsoever, the shall not be paid to or distributed among the members of the Company, but shall be transferred either to some other institution (whether or not a member of the Company) having objects similar to the objects of the Company, or to some institution (whether or not a member of the Company) the objects of which are the promotion of charity and anything incidental or conducive thereto, such institution or institutions to be determined by the members of the Company at or before the time of dissolution ,4 23

23 NAMES AND ADDRESSES OF SUBSCRIBERS Signature 7VA 2005 Address...?. Witness to the abve Signature- Signature. Address. Occupation. ^ Name.. Dated I ^ /S 2005 Witness to the above Signature- Signature. Address. Name. Occupation... XtyfZtlMIAM.. y

24 .. Vji.Ux...-rtT.SSrr:.. Dated ^ M^f2005 Witness to the above Signature- Signature.... Name. & &:(...V.V Address.. -H.C ,, >.,... Name..U \g& J.«JJL fc. ^<?A Occupation. Signature Dated H Name.. Address....^f... &@ $. B/^tVl...ST.- Witness to the,abcrfd Signature- Occupation,s ,4 25

25 Signature. Dated l^mm 2005 Witness to the^bcp^ Signature- Name.,.. Address. /7 Signature. Name. Occupation. xo/^w'.14v^e.. O Signature.. Jhr.\... Dated I*.\S~I 2005 Witness to the abtf?^ Signature- Name. Address.. O.Q. Signature....w. J Name.,.l/^ft,f(W. {. ff\. Address., Occupation.. jkl44^m.. 26

26 Signature. Dated <^ Witness to the abotfipsignatureric Signature. Name , Address.. 1*?..I.... Occupation. (y " Occupation ,4 27

27 [ 2005 Address Witness to the abigaature-... D I / Occupation... l^k^jm^^m^, lag&fr- Signatare... Name... Dated 2005 Address. Witness to the above Signature-... Signature Name Address... Occupation. 28