GKN public limited company (No ) MEMORANDUM AND ARTICLES OF ASSOCIATION

Transcription

1 GKN public limited company (No ) MEMORANDUM AND ARTICLES OF ASSOCIATION May 2010

2 THE COMPANIES ACTS 1985 TO 2006 A PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION -OF- GKN public limited company 1. The Company s name is GKN plc The Company is to be a public company. 3. The Company s registered office is to be situated in England and Wales. We, the subscribers to this memorandum of association wish to be formed into a company pursuant to this memorandum and we agree to take the number of shares in the capital of the company shown opposite our respective names. NAMES AND ADDRESSES OF SUBSCRIBERS NUMBER OF SHARES TAKEN BY EACH SUBSCRIBER APRIL MACINTYRE For and on behalf of Clifford Chance Nominees Limited 200 Aldersgate Street London EC1A 4JJ CHANTAL ELIZABETH BRACKENBURY For and on behalf of Clifford Chance Secretaries Limited 200 Aldersgate Street London EC1A 4JJ ONE ONE DATED the 26 th day of January WITNESS to the above signatures: DENISE WEST 200 Aldersgate Street London EC1A 4JJ 1 Name changed from Mistycove plc to New GKN plc pursuant to a Written Resolution of the Company dated 16 May 2001.Certificate of incorporation on change of name dated 18 May Name changed from New GKN plc to GKN plc pursuant to a Special Resolution of the Company dated 16 July Certificate of incorporation on change of name dated 1 August 2001.

3 PUBLIC COMPANY LIMITED BY SHARES G K N p u b l i c l i m i t e d c o m p a n y A R T I C L E S O F A S S O C I A T I O N (Adopted by Special Resolution of the Company passed on 6 May 2010) Incorporated 30 March 2001 No

4 INDEX Page ARTICLES OF ASSOCIATION Exclusion of Model Articles and Table A 1 Interpretation 1 Limited Liability 4 Variation of Rights 4 Shares 5 Certificates 6 Calls on Shares 7 Lien on Shares 7 Forfeiture and Surrender of Shares 7 Transfer of Shares 8 Transmission of Shares 9 Share Warrants 10 Untraced Shareholders 11 Redeemable Shares 12 General Meetings 12 Notice of General Meetings 12 Proceedings at General Meetings 13 Votes of Members 16 Directors 20 Appointment and Retirement of Directors 22 Proceedings of Directors 24 General Powers of Directors 31 Borrowing Powers 32 Secretary 35 Minutes 35 The Seal 36 Authentication of Documents 36 Dividends 36 Reserves 39 Capitalisation of Profits 39 Accounts 40 Audit 41 Notices and Communications 41 Destruction of Documents 43 Winding up 44 Provision for Employees on Cessation of Business 44 Indemnity 44

5 COMPANIES ACT COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION - of - GKN public limited company 1 Adopted by a Special Resolution passed on 6 May 2010 PRELIMINARY 1. No model articles or regulations contained in the Statutes or any subordinate legislation, including the regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985, apply to the Company 2. In these Articles, unless the context otherwise requires, the words and expressions set out in the first column below shall bear the meanings set opposite them respectively in the second column Exclusion of Table A Interpretation Act the Companies Act 2006 Articles Auditors Board certificated share clear days dividend Member these Articles of Association as from time to time altered by special resolution the Auditors for the time being of the Company the Board of Directors of the Company or the Directors present at a meeting of Directors at which a quorum is present a share which is recorded in the Register as being held in certificated form in relation to a period of notice, the period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect dividend or bonus a member of the Company 1 Name changed from Mistycove plc to New GKN plc pursuant to a Written Resolution of the Company dated 16 May Certificate of incorporation on change of name dated 18 May Name changed from New GKN plc to GKN plc pursuant to a Special Resolution of the Company dated 16 July Certificate of incorporation on change of name dated 1 August

6 month Office paid Qualifying Person Register Seal Securities Seal Statutes Stock Exchange UKLA calendar month the registered office for the time being of the Company paid or credited as paid means an individual who is a Member, a person authorised under Section 323 of the Act to act as the representative of a corporation in relation to a meeting or a person appointed as proxy of a Member in relation to the meeting means the register of Members of the Company kept pursuant to section 113 of the Act or the issuer register of members and Operator register of members maintained pursuant to Regulation 20 of the Uncertificated Securities Regulations 2001 and, where the context requires, any register maintained by the Company or the Operator of persons holding any renounceable right of allotment of a share the Common Seal of the Company an official seal kept pursuant to and by virtue of Section 50 of the Act the Act and every other act for the time being in force concerning companies and affecting the Company London Stock Exchange plc the UK Listing Authority, a division of the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 Uncertificated Securities Regulations the Uncertificated Securities Regulations 2001 including any provisions of or under the Act which alter or replace such regulations uncertificated share United Kingdom in writing year a share, title to which is recorded in the Register as being held in uncertificated form and, by virtue of The Uncertificated Securities Regulations, may be transferred by means of a relevant system Great Britain and Northern Ireland written or produced by any visible substitute for writing, or partly one and partly another year from 1st January to 31st December inclusive - 2 -

7 The expression "Secretary" shall include any person appointed by the Directors to perform any of the duties of the Secretary and where two or more persons are appointed to act as Joint Secretaries shall include any of these persons The expression "debenture" and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder" Words denoting the singular shall include the plural and vice versa; the words denoting the masculine gender shall include the feminine gender; words denoting persons shall include corporations Words and expressions to which a particular meaning is given by the Act, as in force when these Articles are adopted, shall have the same meaning in these Articles, except where the word or expression is otherwise defined in these Articles or the context otherwise requires The expressions "operator", "participating security" and "relevant system" have the same meaning as in the Uncertificated Securities Regulations References to any statutory provision or statute or subordinate legislation include all modifications thereto and all re-enactments thereof (with or without modification) and all subordinate legislation made thereunder in each case for the time being in force Where for any purpose an ordinary resolution of the Company is required a special resolution shall also be effective A Member is present at a meeting if the Member (being an individual) attends in person or if the Member (being a corporation) attends by its duly authorised representative, who attends in person, or if the Member attends by his or its duly appointed proxy, who attends in person The ejusdem generis principle of construction shall not apply. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words The marginal notes and headings to these Articles shall not be deemed to affect the interpretation of any of these Articles - 3 -

8 LIMITED LIABILITY 3. The liability of the Members of the Company is limited to the amount, if any, unpaid on the shares held by them Statement of limited liability VARIATION OF RIGHTS 4. Whenever the capital of the Company is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated, whether or not the Company is being wound up, either with the consent in writing of the holders of three-fourths of the issued shares of the class, or with the sanction of a special resolution passed at a separate general meeting of such holders (but not otherwise). The provisions of these Articles relating to general meetings of the Company or the proceedings thereat shall, mutatis mutandis, apply to every such separate general meeting, except that Variation of rights Class meetings (c) (d) no Member is entitled to notice of it or to attend unless he is a holder of shares of the class; no vote may be cast except in respect of a share of the class; the necessary quorum shall be two Qualifying Persons representing more than one Member present and entitled to vote and holding at least one-third in nominal value of the issued shares of the class (excluding any shares of the class held as treasury shares) or, at any adjourned meeting of such holders, one Qualifying Person present and entitled to vote and holding shares of the class; and any holder of shares of the class present and entitled to vote may demand or join in the demand for a poll, and on a poll shall have one vote in respect of every share of the class held by them respectively For the purposes of (c) above, where a person is present by one or more proxies, he is treated as holding only the shares in respect of which any such proxy is authorised to exercise voting rights 5. The special rights conferred upon the holders of any shares or class of shares issued with preferred or other special rights shall not (unless otherwise expressly provided by these Articles or the conditions of issue of such shares) be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subsequent thereto Special rights SHARES 6. (A) Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by ordinary resolution determine or, if there has not been any such determination or so far as no specific provision has been made, as the Board may determine Issue of shares - 4 -

9 (B) If rights and restrictions attaching to shares are determined by ordinary resolution or by the directors pursuant to Article 6(A), those rights and restrictions shall apply in place of any rights or restrictions that would otherwise apply by virtue of the Act in the absence of any provisions in these Articles, as if those rights and restrictions were set out in these Articles 7. Subject to the Act and relevant authority given by the Company in general meeting, the Board has general and unconditional authority to allot, grant options over, or otherwise dispose of, unissued shares of the Company or rights to subscribe for or convert any security into shares, to such persons, at such times and on such terms as the Board may decide, except that no share may be issued at a discount 8. In addition to all other powers of paying commissions, the Company may exercise the powers of paying commissions conferred by the Statutes. Subject to the provisions of the Statutes, such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one or partly in another. The Company may also on any issue of shares pay such brokerage as may be lawful 9. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder Commissions and brokerage Exclusion of Exclusion of equitable interests equitable 10. Except as authorised by the Statutes: Restriction on loans and the the Company shall not make a loan for any purpose whatsoever on the security of its shares; giving of security (c) the Company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with any purchase or subscription of or for any shares in the Company; the Company shall not make or guarantee, or provide any security in connection with, a loan to any Director or enter into any other transaction in contravention of Section 197 of the Act CERTIFICATES 11. Every person whose name is entered as a Member in the Register in respect of a certificated share (except a person or body in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) shall be entitled without payment to receive one certificate in respect of each class of shares held by him or, upon payment of such sum (if any) for every certificate after the first as the Board shall determine, to several certificates, each for one or more of his shares. No certificate shall be issued representing shares of more than one class. Where a Member has transferred a part of the shares comprised in his holding he shall be entitled to a certificate for the balance without charge Issue of share certificates - 5 -

10 12. Every certificate (including a share warrant as provided for in Articles 42 to 44 shall be issued under the Seal (or under a Securities Seal, or in the case of shares in a branch register, an official seal for use in the relevant territory) and shall specify the number and class of shares to which it relates, and the amount paid up thereon. In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate for each class of shares so held, and delivery of a certificate for a share to one of several joint holders shall be deemed sufficient delivery to all 13. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, it may be renewed upon delivery up of the old certificate or (if alleged to have been lost stolen or destroyed) on such terms (if any) as to evidence and indemnity with or without security as the Board requires. In the case of loss, theft or destruction the person to whom the new certificate is issued shall pay to the Company any exceptional expenses incidental to the investigation of evidence of loss, theft or destruction and the preparation of the requisite form of indemnity Sealing of share certificates Replacement of share certificates CALLS ON SHARES 14. Subject to any terms upon which any shares may have been issued the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) at such times and of such amounts as it shall think fit; provided that (subject as aforesaid) at least fourteen days' notice shall be given of every call specifying the time or times and place of payment. A call may be wholly or in part revoked or the time fixed for its payment postponed by the Board 15. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed 16. The Board may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payment 17. Each Member shall pay to the Company, at the time and place of payment specified in the notice of the call, the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof 18. If a sum called in respect of a share is not paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest thereon from the day fixed for payment to the time of actual payment at such rate not exceeding fifteen per cent per annum as the Board may determine or, if no rate is so determined, at the appropriate rate (as defined by the Statutes); but the Board shall be at liberty to waive payment of such interest wholly or in part 19. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable. In case of non-payment all the provisions of these Articles relating to payment of interest and expenses, forfeiture and otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified Calls Timing of making calls Power to differentiate Liability of joint holders Interest on calls Payment of calls in advance - 6 -

11 20. The Board may, if it thinks fit, receive from any Member willing to advance the same, all or any part of the moneys (whether on account of the nominal value of the share or by way of premium) uncalled and unpaid upon any shares held by him, and may pay upon all or any of the moneys so advanced (until the same would but for such advance become payable) interest at such rate as may be agreed upon between the Board and such Member LIEN ON SHARES 21. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share. The Board may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article The Company may sell, in such manner as the Board thinks fit, any certificated share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of the sum presently payable, and stating the intention to sell in default, shall have been given to the registered holder for the time being of the share, or the person entitled to the share by reason of death or bankruptcy 23. To give effect to any such sale the Board may authorise some person to execute a transfer of the shares sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale 24. The net proceeds of sale, after payment of the costs thereof, shall be applied in or towards payment or satisfaction of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale Method of sale Application of proceeds of sale FORFEITURE AND SURRENDER OF SHARES 25. If a Member fails to pay in full any call or instalment of a call on the day fixed for payment, the Board may, at any time thereafter serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued thereon and any costs, charges and expenses incurred by the Company by reason of such non-payment 26. The notice shall specify a further day (not being less than seven days from the date of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time and at the place specified, the shares on which the call was made will be liable to be forfeited Notice requiring payment of calls Requirements of notice - 7 -

12 27. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may, at any time thereafter, before the payments required by the notice have been made, be forfeited by a resolution of the Board to that effect. Every forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture Forfeiture on non-compliance with notice 28. Subject to the Statutes, a forfeited share may be sold, re-allotted or otherwise disposed of upon such terms and in such manner as the Board thinks fit; and at any time before sale, re-allotment or disposal, the forfeiture may be annulled on such terms as the Board thinks fit. The Board may authorise some person to execute the transfer of a forfeited certificated share 29. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were then payable by him to the Company in respect of the forfeited shares, with interest thereon at such rate not exceeding fifteen per cent per annum as the Board shall think fit from the date of forfeiture until payment; but his liability shall cease if and when the Company shall have received payment in full of all moneys in respect of the forfeited shares 30. The Board may accept the surrender of any share which it is in a position to forfeit upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it had been forfeited 31. A statutory declaration in writing that the declarant is one of the Directors of the Company or the Secretary, and that a share has been duly forfeited or surrendered on a date stated in the declaration, shall be conclusive evidence of such facts as against all persons claiming to be entitled to the share. After the person to whom the share is sold, re-allotted or disposed of shall have been registered as the holder thereof, his title to the share shall not be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share Statutory declaration is conclusive evidence of forfeiture or surrender TRANSFER OF SHARES 32. All transfers of certificated shares shall be effected by instrument in writing in any usual or common form or in any other form permitted by law or approved by the Board. All transfers of uncertificated shares shall be effected in accordance with The Uncertificated Securities Regulations Form of transfer 33. (A) The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof (B) No fee will be charged by the Company in respect of the registration of any instrument or probate or letters of administration or certificate of marriage or death or stop notice or power of attorney or other document relating to or affecting the title to any shares or otherwise for making an entry in the Register affecting the title to any shares - 8 -

13 34. Subject to the requirements of the listing rules of the UKLA, the Board may, in its absolute discretion, refuse to register any instrument of transfer of certificated shares which are not fully paid. Provided that, where any such shares are admitted to the Official List of the UKLA, such discretion may not be exercised in such a way as to prevent dealings in such shares from taking place on an open and proper basis 35. The Board may also refuse to register any instrument of transfer of certificated shares, unless:- (c) (d) it is duly stamped, is lodged at the Office or at such other place as the Board may appoint and is accompanied by the certificate for the shares to which it relates (except in the case of a person to whom the Company is not required by sections 776, 777 or 778 to issue a certificate to, or in the case of a renunciation), and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; it is in respect of only one class of shares; in the case of a transfer to joint holders, they do not exceed four in number; and in the case of a transfer of shares comprising at least one quarter of one per cent of the class of shares of which they form part which are subject to a disenfranchisement notice pursuant to Article 75, the transfer is in respect of a sale of such shares at arms length (as defined in Article 75) 36. If the Board refuses to register a transfer of a certificated share, it shall as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal together with its reasons for the refusal Notice of refusal 37. If the Board refuses to register the transfer of an uncertificated share it shall as soon as practicable and in any event within two months after the date on which the transfer instruction relating to such transfer was received by the Company, send to the transferee notice of the refusal together with its reasons for the refusal TRANSMISSION OF SHARES 38. In the case of the death of a Member, the survivor, where the deceased was a joint holder, and the legal personal representatives of the deceased, where he was a sole holder, shall be the only persons recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which has been jointly held by him with other persons Transmission on death Registration of representatives of deceased or

14 39. Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence as to his title being produced as may be properly required by the Board and subject as hereafter provided, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as the transferee thereof 40. If the person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered, he shall testify his election, if it is a certificated share, by executing a transfer of the share to that person or, if it is an uncertificated share, by transferring the share to that person by means of a relevant system or changing the share to a certificated share and executing an instrument of transfer of the share to that person. The provisions of these Articles relating to the right to transfer and the registration of transfers of certificated shares shall apply to any such notice or transfer as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by that Member 41. A person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall subject to the requirements of Article 138 be entitled to receive, and may give a discharge for all dividends and other moneys payable in respect of the share, but he shall not be entitled to receive notice of or to attend or vote at meetings of the Company or to any of the rights or privileges of a Member until he shall have become a Member in respect of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty days the Board may thereafter withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with Rights of unregistered executors and trustees SHARE WARRANTS 42. The Board with respect to fully paid up shares may issue warrants under the Seal or under the Securities Seal (hereinafter called "share warrants") stating that the bearer is entitled to the shares therein specified, and may provide by coupons or otherwise for the payment of future dividends on the shares included in such warrants 43. The Board may determine and from time to time vary the form in which and the conditions upon which share warrants shall be issued and upon which a new share warrant or coupon shall be issued in the place of one worn out, defaced or destroyed, but no new share warrant or coupon shall be issued to replace one that has been lost unless the Board are satisfied beyond reasonable doubt that the original has been destroyed Issue of share warrants Replacement of warrants

15 44. The Board may also determine and from time to time vary the conditions upon which the bearer of a share warrant shall be entitled to receive notices of and attend and vote at general meetings or to join in requisitioning general meetings, and upon which a share warrant may be surrendered and the name of the holder entered in the Register in respect of the shares therein specified. Subject to such conditions and to these Articles the bearer of a share warrant shall be a Member to the full extent. The holder of a share warrant shall hold such warrant subject to the conditions for the time being in force with regard to share warrants whether made before or after the issue of such warrant Rights of warrant holders UNTRACED SHAREHOLDERS 45. The Company shall be entitled to sell the shares of a Member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy if and provided that: during the period of twelve years prior to the date of publication of advertisements referred to in paragraph below (or, if published on different dates, the later thereof) at least three dividends in respect of the shares in question have become payable and no dividend in respect of those shares has been claimed; and Sale of shares of untraced shareholders (c) the Company shall on expiry of the said period of twelve years have inserted advertisements both in a leading national daily newspaper and in a newspaper circulating in the area of the address at which service of notices upon such Member or other person may be effected in accordance with these Articles, giving notice of its intention to sell the said shares; and during the said period of twelve years and the period of three months following the publication of the said advertisements the Company shall have received indication neither of the whereabouts nor of the existence of such Member or person 46. To give effect to any such sale of certificated shares as is referred to in the preceding Article the Board may appoint any person to execute as transferor an instrument of transfer of the said shares and such instrument of transfer shall be as effective as if it had been executed by the registered holder of or person entitled by transmission to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. 47. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company) as the Board may from time to time think fit Method of transfer Proceeds of sale

16 REDEEMABLE SHARES 48. The Company may by special resolution create and sanction the issue of shares which are, or at the option of the Company are to be liable, to be redeemed, subject to and in accordance with the provisions of the Statutes, and the Directors may determine the terms, conditions and manner of redemption of such shares. The special resolution sanctioning any such issue shall also make such alterations to these Articles as may be necessary to specify the terms on which and the manner in which any such shares shall be redeemed Issue of redeemable shares GENERAL MEETINGS 49. Subject to the Act the Board shall convene and the Company shall hold general meetings as annual general meetings each year in the period of six months beginning with the day following the Company's accounting reference date. Such meetings shall be convened at such times and places as the Board shall appoint 50. (A) The Board may whenever it thinks fit convene a general meeting (B) The Board, on the requirement of Members pursuant to the Act, shall call a general meeting: (i) within twenty-one days from the date on which the Board becomes subject to the requirement; and (ii) to be held on a date not more than twenty-eight days after the date of the notice convening the meeting. At a meeting convened on a requisition or by requisitionists no business may be transacted except that stated by the requisition or proposed by the Board. A general meeting may also be convened in accordance with Article 108 NOTICE OF GENERAL MEETINGS Members' requisition 51. An annual general meeting shall be called by at least twenty-one clear days' notice and all other general meetings shall be called by at least fourteen clear days' notice. The notice shall be given in the manner provided by these Articles to such Members as are, under the provisions of these Articles, entitled to receive notices from the Company, to each of the Directors and to the Auditors 52. Every notice of meeting shall specify the place, the day and the hour of the meeting and the general nature of such business. Every notice convening an annual general meeting shall specify the meeting as such and every notice convening a meeting to pass a special resolution shall also specify the text of the resolution and the intention to propose the resolution as a special resolution. Every notice of meeting shall state with reasonable prominence that a Member is entitled to appoint one or more proxies under Section 324 of the Act 53. The notice of meeting shall also specify a time (which shall not be more than fortyeight hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. Changes to entries on the Register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote Period of notice Contents of notice Eligibility to receive notice

17 54. The accidental omission to give notice of any meeting, or to send, supply or make available any document or information relating to the meeting, or the non-receipt of any such notice, document or information by a person entitled to receive any such notice, document or information (including due to removing the right of any Member or Members to receive notices from the Company pursuant to Article 148), shall not invalidate the proceedings at the meeting 55. If at any time by reason of the suspension or curtailment of postal services within the United Kingdom or by reason of a technical or any other failure in or the suspension or curtailment of the data transmission process the Company is unable effectively to convene a general meeting by notices sent through the post or, pursuant to Article 146, electronically or by any other data transmission process, a general meeting may be convened by a notice advertised on the same date in at least two leading daily newspapers with appropriate circulation and such notice shall be deemed to have been duly served on all Members entitled thereto at noon on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post or, as the case may be, send or make available such copies electronically or by any other data transmission process if at least seven days prior to the meeting the posting or transmission of notices to postal addresses throughout the United Kingdom or to the relevant electronic or other data transmission addresses, as the case may be, again becomes practicable 56. Subject to the Act, if the Board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a general meeting at the time or place specified in the notice calling the general meeting, it may postpone the general meeting to another time or place. Subject to the Act, when a meeting is so postponed, notice of the time and place of the postponed meeting shall be placed in at least two national newspapers in the United Kingdom. Notice of the business to be transacted at such postponed meeting is not required Omission or nonreceipt of notice Advertisement of notice Postponement PROCEEDINGS AT GENERAL MEETINGS 57. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Two Qualifying Persons representing more than one Member present and entitled to vote shall be a quorum for all purposes. The absence of a quorum does not prevent the appointment of a chairman in accordance with Article 59, which is not treated as part of the business of the meeting 58. (A) If a quorum is not present within fifteen minutes (or such longer time as the chairman of the meeting decides to wait) after the time fixed for the start of the meeting or if there is no longer a quorum present at any time during the meeting, the meeting, if convened by or on the requisition of Members, is dissolved. In any other case it stands adjourned to such other day (being not less than ten clear days nor more than twenty-eight days later) and at such other time and/or place as may have been specified for the purpose in the notice convening the meeting. Where no such arrangements have been specified, the meeting stands adjourned to such other day (being not less than ten clear days nor more than twenty-eight days later) and at such other time and/or place as the chairman of the meeting (or, in default, the Board) decides Adjournment if quorum not present

18 (B) (C) At an adjourned meeting the quorum is one Qualifying Person present and entitled to vote. If a quorum is not present within five minutes from the time fixed for the start of the meeting, the adjourned meeting shall be dissolved Subject to paragraph (A), save where the time, date and place for the adjourned meeting has been specified for the purpose in the notice convening the meeting as referred to in paragraph (A) (in which case notice of the adjourned meeting need not be given), the Company shall give not less than seven clear days' notice of any meeting adjourned for the lack of a quorum and the notice shall state the quorum requirement 59. The Chairman of the Board or in his absence the Deputy Chairman or the Senior Independent Director shall preside as chairman at every general meeting of the Company. If there is no such Chairman or Deputy Chairman or Senior Independent Director, or if at any general meeting neither the Chairman nor the Deputy Chairman nor the Senior Independent Director is present within fifteen minutes after the time fixed for holding the meeting or is unwilling to act as chairman of the meeting, the Directors present shall choose one of themselves or if no Director is present, or if all of the Directors present decline to take the chair, the Members present shall choose one of themselves to be chairman of the meeting 60. (A) The chairman of a meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place Chairman of meetings Adjournment by chairman (B) (C) Without prejudice to any other power which he may have under the provisions of these Articles or at common law, the chairman may take such action as he thinks fit to promote the orderly conduct of the business of the meeting and may, without the consent of the meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if he decides that it has become necessary to do so in order to (i) secure the proper and orderly conduct of the meeting, (ii) give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting or (iii) ensure that the business of the meeting is properly disposed of. The chairman's decision on a matter of procedure or arising incidentally from the business of the meeting is final, as is his determination as to whether any matter is of such a nature No business shall be transacted at any adjourned meeting except business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for twenty-one days or more or for an indefinite period, notice of the adjourned meeting shall be given in like manner as in the case of the original meeting; but it shall not otherwise be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting (D) The notice of an adjourned meeting given in accordance with this Article 60 shall also specify a time (which shall not be more than forty-eight hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. Changes to entries on the Register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote

19 61. The Board may make any arrangement and impose any restriction it considers appropriate to ensure the security of a meeting including the searching of a person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place. Any Director or the Secretary or the chairman of the meeting or any other person or persons who the Board may authorise may refuse entry to a meeting to a person who refuses to comply with these arrangements or restrictions; and eject from a meeting any person who causes the proceedings to become disorderly 62. If it appears to the chairman that the meeting place specified in the notice convening the meeting is inadequate to accommodate all Members entitled and wishing to attend, the meeting is duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that a Member who is unable to be accommodated is able to participate in the business for which the meeting has been convened; hear and see all persons present who speak (whether by the use of microphones, loud-speakers, audio-visual communications equipment or otherwise), whether in the meeting place or elsewhere; and (c) be heard and seen by all other persons present in the same way 63. (A) No amendment to an ordinary resolution to be put at any general meeting or adjourned meeting of the Company shall be voted upon unless the form of the amendment shall have been deposited in writing at the Office not less than forty-eight hours before the time appointed for the holding of the meeting or adjourned meeting at which the amendment is to be put or in the case of a poll, not less than forty-eight hours before the time appointed for taking the poll Security at meeting Overflow facilities at meeting Amendments to ordinary resolutions (B) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is demanded: Voting by the chairman of the meeting; or Demand for poll (c) (d) at least five Members present and entitled to vote on the resolution; or by a Member or Members present representing in aggregate not less than ten per cent. of the total voting rights of all the Members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares); or by a Member or Members present 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 ten per cent. of the total sum paid up on all the shares conferring that right (excluding shares in the Company conferring a right to vote on a resolution which are held as treasury shares)

20 For the purposes of above, a demand by a proxy counts as a demand by the Member. For the purposes of (c) above, a demand by a proxy counts as a demand by a Member representing the voting rights that the proxy is authorised to exercise. For the purposes of (d) above, a demand by a proxy counts as a demand by a Member holding the shares to which those rights are attached On a vote on a resolution at a meeting on a show of hands, a declaration by the chairman of the meeting that the resolution has or has not been passed, or has or has not been passed by a particular majority, shall be conclusive evidence of that fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. An entry in respect of such a declaration in the minutes of the meeting recorded in accordance with Section 355 of the Act is also conclusive evidence of that fact without such proof 64. If a poll is duly demanded, it shall be taken in such manner as the chairman of the meeting may direct. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded 65. A poll demanded on the election of the chairman of a meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time, date and place as the chairman of the meeting directs, but in any case not more than thirty days after the meeting at which the poll was demanded. Any business other than that upon which a poll has been demanded may be proceeded with pending the completion of the poll. 66. The demand for a poll may be withdrawn at any time before the conclusion of the meeting; but, if a demand is withdrawn, the chairman of the meeting or other Members entitled may himself or themselves demand a poll. A demand withdrawn in this way validates the result of a show of hands declared before the demand is made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made Declaration of result of voting Taking a poll Time for taking a poll Withdrawal of demand for poll VOTES OF MEMBERS 67. Subject to any terms as to voting upon which any shares may be issued, or may for the time being be held, on a vote on a resolution Article 68 shall apply 68. (A) On a show of hands at a meeting: every Member present (not being present by proxy) and entitled to vote on the resolution has one vote; and Voting rights of members Voting on a show of hands and on a poll every proxy present who has been duly appointed by a Member entitled to vote on the resolution has one vote, except where: (i) (ii) that proxy has been duly appointed by more than one Member entitled to vote on the resolution; and the proxy has been instructed:

21 (1) by one or more of those Members to vote for the resolution and by one or more of those Members to vote against the resolution; or (2) by one or more of those Members to vote in the same way on the resolution (whether for or against) and one or more of those Members has permitted the proxy discretion as to how to vote, in which case, the proxy has one vote for and one vote against the resolution (B) On a poll taken at a meeting, every Member present and entitled to vote has one vote in respect of each share held by him 69. On a poll a Member present and entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way 70. In the case of joint holders of a share only the vote of the senior joint holder who votes (and any proxy duly authorised by him) may be counted by the Company. For the purposes of this Article 70, the senior joint holder of a share is determined by the order in which the names of the joint holders stand in the Register 71. In the case of an equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote 72. In accordance with the Statutes, any corporation which is a Member may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any general meeting. A Director, the Secretary or other person authorised for the purpose by the Secretary may require the production of a certified copy of the resolution before permitting the person so authorised to exercise his powers 73. A Member incapable by reason of mental disorder of managing and administering his property and affairs, may vote, whether on a show of hands or a poll, by his receiver, or other person authorised by any court of competent jurisdiction to act on his behalf, and such person may on a poll vote by proxy provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office not less than two days before the time for holding the meeting 74. No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid 75. Having regard to the requirements of the listing rules of the UKLA, where any registered holder of or any person appearing to be interested in any shares in the Company fails to comply within twenty-one days or, where such shares comprise at least one quarter of one per cent of the class of shares of which they form part, within seven days, with any notice (in this Article 75 called a "statutory notice") given by the Company under Section 793 of the Act requiring him to give particulars of any interest in any such shares or in purported compliance with a statutory notice has made a statement which is false or misleading in a material particular the Company may give the registered holder of such shares a notice (in this Article 75 called a "disenfranchisement notice") to the effect that unless the statutory notice is complied with within seven days of the service of the Voting rights of joint holders No casting vote Representative of corporation holding shares Voting rights of members under incapacity Restrictions on voting rights Disenfranchisement of shareholders Statutory notice Disenfranchisement notice