Proposed new articles of association

COMPANY NO. 34871

ARTICLES OF ASSOCIATION OF

THE CITY OF LONDON INVESTMENT TRUST PLC

(Adopted by special resolution passed on 28[29 October 2013] 2026) (Amended by special resolution passed on 27 October 2014)

CONTENTS

PRELIMINARY 8

Table A 8

Definitions 8

Construction 10

Conversion of uncertificated shares 30

Provisions supplementary to Article 7068 3230

Section 794 of the 2006 Act 3231

Errors in voting 3231 Objection to voting 3331

Supplementary provisions on voting 3331 PROXIES AND CORPORATE REPRESENTATIVES 3331

Appointment of proxy 3331

Form of proxy 3332 Delivery of form of proxy 3432

Revocation of authority 3533 NUMBER OF DIRECTORS 3534

Limits on number of directors 3534 APPOINTMENT AND RETIREMENT OF DIRECTORS 3534

NumberRetirement of directors to retire 3534 Which directors to retire 35 When director deemed to be re-appointed 3634 Procedure if insufficient number of directors appointed 34

Eligibility for election 3635 Separate resolutions on appointment 3635 Additional powers of the Company 3635 Appointment by board 36

Position of retiring directors 3736 No share qualification 3736

ALTERNATE DIRECTORS 3736

Power to appoint alternates 3736 Alternates entitled to receive notice 3736 Alternates representing more than one director 3736 Expenses and remuneration of alternates 3736 Termination of appointment 37

Method of appointment and revocation 3837 Alternate not an agent of appointor 3837

POWERS OF THE BOARD 3837

Business to be managed by board 3837 DELEGATION OF POWERS OF THE BOARD 38

Committees of the board 38

DIRECTORS' EXPENSES 4544

Directors may be paid expenses 4544 DIRECTORS' INTERESTS 4544

Directors may contract with the Company 45

PROVIDED THAT THE AUTHORISATION IS ONLY EFFECTIVE IF:APPOINTMENT OF EXECUTIVE DIRECTORS 46

GRATUITIES, PENSIONS AND INSURANCE 4746

Gratuities and pensions 4746

Insurance 47

Directors not liable to account 4746 Section 719247 of the 19852006 Act 47

PROCEEDINGS OF THE BOARD 4847

Convening meetings 4847 Quorum, entitlement to vote 4847 Powers of directors if number falls below minimum 48 Voting 47

Chairman and deputy chairman 4847 Validity of acts of the board 48

Resolutions in writing 4948

Meetings by telephone, etc. 4948 Directors' power to vote on contracts in which they are interested 4948 Division of proposals 5049 Decision of chairman final and conclusive 5049

SECRETARY 50

Appointment and removal of secretary 50

MINUTES 5150

Minutes required to be kept 5150 Conclusiveness of minutes 5150

THE SEAL 5150

Authority required for use of seal 5150 Certificates for shares and debentures 51

Official seal for use abroad 5251 REGISTERS 5251

Overseas and local registers 5251 Authentication and certification of copies and extracts 5251

DIVIDENDS 5251

Declaration of dividends 5251 Distribution of dividends 5251 Interim dividends 52

Apportionment of dividends, and profits available for dividends 5352 Dividends in specie 5352 Scrip dividends: authorising resolution 5352 Scrip dividends: procedures 53

Permitted deductions and retentions 5554 Procedure for payment to holders and others entitled 5554

Joint entitlement 5554 Payment by post 55

Discharge to Company and risk 5655 Interest not payable 5655

Forfeiture of unclaimed dividends 5655 CAPITALISATION OF PROFITS AND RESERVES 5655

Power to capitalise 5655 Valuation and revaluation 5756

Revenue Reserve 57

RECORD DATES 5857

Record dates for dividends, etc. 5857 ACCOUNTS 5857

Rights to inspect records 5857 Delivery of annual accounts 5857 Summary financial statements 5857

NOTICES 5857

When notice required to be in writing 5857 Method of giving notice 58

Deemed receipt of notice 6059

Notice to persons entitled by transmission 6059 Transferees etc. bound by prior notice 6059 When notices by post deemed served 6059 Notice during disruption of postal services 6160

DESTRUCTION OF DOCUMENTS 6261

Power of Company to destroy documents 6261 Presumption in relation to destroyed documents 6261

UNTRACED SHAREHOLDERS 6362

Power to dispose of shares of untraced shareholders 6362

Transfer on sale 6362 Effectiveness of transfer 6463

Proceeds of sale 6463 WINDING UP 6463

Liquidator may distribute in specie 6463 Disposal of assets by liquidator 6463

INDEMNITY 6463

Indemnity to directors, officers, etc. 6463 CHANGE OF NAME 6564

Change of Name 65name 64

COMPLIANCE WITH AIFM REGULATIONS 62

Compliance with AIFM Regulations 62 COMPLIANCE WITH AIFM REGULATIONS 64

Compliance with AIFM Regulations 64

CONFLICTED MANAGER APPOINTMENT 65

Conflicted Manager Appointment 65

THE COMPANIES ACTS 1862-1890 THE COMPANIES ACT 1985

THE COMPANIES ACT 2006 COMPANY NO. 34871

PRELIMINARY

1. No regulations set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the Company.

   Definitions

2. In these Articles, except where the subject or context otherwise requires:

   the 2006 Act means the Companies Act 2006;

   AIFMD means Directive 2011/61/EU on alternative investment fund managers;

   AIFMD means the UK version of the Alternative Investment Fund Managers Directive (2011/61/EU) as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018, as amended, as amended by UK legislation;

   AIFM Regulations means the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) (as amended from time to time);

   Articles means these articles of association as altered from time to time by special resolution;

   auditors means the auditors of the Company;

   the board means the directors or any of them acting as the board of directors of the Company;

   certificated share means a share in the capital of the Company that is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly;

   clear days in relation to the giving of a notice means the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

   Companies Acts has the meaning given section 2 of the 2006 Act and includes any enactment passed after the 2006 Act which may, by virtue of that or any other such enactment, be cited together with the 2006 Act as the "Companies Acts" (with or without the addition of an indication of the date of any such enactment);

   director means a director of the Company;

   dividend means dividend or bonus;

   electronic address means any number of address used for the purpose of sending or receiving notices, documents or information by electronic means;

   electronic form has the same meaning as in the 2006 Act;

   electronic means has the same meaning as in the 2006 Act;

   entitled by transmission means, in relation to a share, entitled as a consequence of the death or bankruptcy of the holder or otherwise by operation of law;

   First Preference Stock means the 4.2 per cent,. cumulative First Preference Stock in the Company having the rights specified in Article 5(a)5(a);

   holder in relation to a share means the member whose name is entered in the register as the holder of that share;

   London Stock Exchange means the London Stock Exchange Limitedplc;

   member means a member of the Company;

   Memorandum means the memorandum of association of the Company as amended from time to time;

   office means the registered office of the Company;

   Ordinary Shares means the ordinary shares in the Company having the rights specified in Article 5(d)5(d);

   paid means paid or credited as paid;

   Preferred Ordinary Stock means the 14 per cent,. non-cumulative Preferred Ordinary Stock in the Company having the rights set out in Article 5(c)5(c);

   recognised person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, each of which terms has the meaning given to it by section 778(2) of the 2006 Act;

   register means the register of members of the Company;

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

   seal means the common seal of the Company and includes any official seal kept by the Company by virtue of section 49 or 50 of the 2006 Act;

   Second Preference Stock means the 4.2 per cent,. non-cumulative Second Preference Stock in the Company having the rights specified in Article 5(b)5(b);

   secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary; and

   share means a share in the share capital of the Company and includes Stock (except where a distinction between shares and stock is express or implied);

   Stock means together the First Preference Stock, the Second Preference Stock, the Preferred Ordinary Stock and the Ordinary Shares;

   uncertificated share means a share in the capital of the Company which is recorded on the register as being held in uncertificated form and title to which may, by virtue of the Regulations, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed accordingly;

   United Kingdom means Great Britain and Northern Ireland; and

   year or financial year means the financial year from 1 July to 30 June inclusive.

   Construction

3. References to a document being executed include references to its being executed under hand or under seal or by any other method.

   References to writing include references to any visible substitute for writing and to anything partly in one form and partly in another form whether sent or supplied in electronic form or made available on a website or otherwise.

   Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include corporations.

   Words or expressions contained in these Articles which are not defined in Article 22 but are defined in the 2006 Act have, if not inconsistent with the subject or context, the same meaning as in the 2006 Act (but excluding any modification of the 2006 Act not in force at the date of adoption of these Articles).

   Words or expressions contained in these Articles which are not defined in Article 22 but are defined in the Regulations have the same meaning as in the Regulations (but excluding any modification of the Regulations not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.

   Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.

   Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.

   In these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more directors, any director holding executive office and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.

   Where, in relation to a share, these Articles refer to a relevant system, the reference is to the relevant system in which that share is a participating security at the relevant time.

   Liability of Members

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

   SHARE CAPITAL

5. The holders of the First Preference Stock, the Second Preference Stock, the Preferred Ordinary Stock, and the Ordinary Shares shall have respectively the following rights:

   1. the First Preference Stock shall carry pari passu a fixed cumulative preferential dividend at the rate of 4.2 per cent,. per annum upon the nominal amount thereof but without any further right to participate in profits. The said preference dividend shall rank to the extent of a cumulative preferential dividend at the rate of 3.85 per cent,. per annum in priority to the Second Preference Stock and as to the balance next after such non-cumulative dividend. In a winding up of the Company the First Preference Stock shall carry the right to repayment of the capital credited as paid up thereon in priority to any other payment to the members of the Company, and the further right to receive out of the assets remaining after repayment of the capital paid up upon the Second Preference Stock any arrears of the fixed cumulative dividend thereon whether earned or declared or not down to the

      commencement of the winding-up, but no further right of participation in the assets of the Company;

   2. the Second Preference Stock shall carry a right to a dividend in respect of every financial year of the Company at the rate of 4.2 per cent,. per annum upon the capital for the time being paid up thereon, such dividend to be payable in respect of each year only out of the profits distributed by way of dividend among the shareholders in respect of the excess remaining after payment of the 3.85 per cent,. cumulative preferential dividend upon the First Preference Stock down to the close of the year and to be non-cumulative. In a winding-up of the Company the Second Preference Stock shall carry the right to repayment of the capital credited as paid up thereon out of the assets of the Company immediately after the repayment of the capital credited as paid up on the First Preference Stock and before any payment thereout in respect of any other part of the Company's capital. The Second Preference Stock shall carry no right to any further participation in the profits or assets of the Company. The Company may create and issue 4.2 per cent, non-cumulative second preference shares ranking in all respects pari passu with the Second Preference Stock and amounting with such stock to a total nominal value not exceeding £1,000,000; but no such shares shall be created in excess of that total except with the sanction of the holders of the Second Preference Stock given in accordance with the provisions of the Articles relating to modification of class rights;

   3. the Preferred Ordinary Stock shall confer upon the holders thereof the right to a fixed non-cumulative preferential dividend at the rate of 14 per cent. per annum on the capital paid up thereon, payable out of the profits of the Company distributed by way of dividend next after payment of the preferential dividends payable in respect of the said First and Second Preference Stocks, but in preference to all other dividends payable thereout, and the right in a winding-up to payment of £3.50 in respect of each £1 capital paid up thereon next after payment of all moneys payable in respect of the said First and Second Preference Stocks but in priority to any other payment in respect of any other capital of the Company, but no further right to participate in the profits or assets of the Company;

   4. the Ordinary Shares shall confer upon the holders thereof the right to all the profits of the Company from time to time determined to be distributed by way of dividend remaining after payment of all such preferential dividends as aforesaid and the right in a winding-up in proportion to the amounts paid up or credited as paid up thereon to all surplus assets remaining after satisfying the rights annexed to the said First and Second Preference Stock and the Preferred Ordinary Stock.

1. The Company may by ordinary resolution convert any paid-up shares into stock, and re-convert any stock into paid-up shares of any denomination.

2. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances admit.

3. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in dividends and in assets on a winding up) shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred such privilege or advantage.

1. to require the holder of that uncertificated share by notice to change that share into certificated form within the period specified in the notice and to hold that share in certificated form so long as required by the Company;

2. to require the holder of that uncertificated share by notice to give any instructions necessary to transfer title to that share by means of the relevant system within the period specified in the notice;

3. to require the holder of that uncertificated share by notice to appoint any person to take any step, including without limitation the giving of any instructions by means of the relevant system, necessary to transfer that share within the period specified in the notice; and

4. to take any action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.

prescribed period means any period for which the authority conferred by Article 8.18.1 is given by ordinary or special resolution stating the Allotment Amount and/or the power conferred by Article 8.28.2 is given by special resolution stating the Pre-emption Amount;

Allotment Amount means, for any prescribed period, the amount stated in the relevant ordinary or special resolution; and

Pre-emption Amount means, for any prescribed period, the amount stated in the relevant special resolution.

1. Subject to the provisions of the Companies Acts relating to authority, pre-emption rights or otherwise and of any resolution of the Company in general meeting passed pursuant to those provisions, and, in the case of redeemable shares, the provisions of Article 1010:

   1. all unissued shares for the time being in the capital of the Company shall be at the disposal of the board; and

   2. the board may allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons on such terms and conditions and at such times as it thinks fit.

      Redeemable shares

2. Subject to the provisions of the Companies Acts, and without prejudice to any rights attached to any existing shares or class of shares, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder on such terms and in such manner as may be provided by these Articles.

   Commissions

3. The Company may exercise all powers of paying commissions or brokerage conferred or permitted by the Companies Acts. Subject to the provisions of the Companies Acts, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

   Trusts not recognised

4. Except as required by law, the Company shall recognise no person as holding any share on any trust and (except as otherwise provided by these Articles or by law) the Company shall not be bound by or recognise any interest in any share (or in any fractional part of a share) except the holder's absolute right to the entirety of the share (or fractional part of the share).

VARIATION OF RIGHTS

1. the reduction of the capital paid up on that share or class of shares otherwise than by a purchase or redemption by the Company of its own shares; and

2. the allotment of another stock or share ranking in priority for payment of a dividend or in respect of capital or which confers on its holder voting rights more favourable than those conferred by that share or class of shares,

   but shall not otherwise be deemed to be varied by:

3. the creation or issue of another share ranking equally with, or subsequent to, that stock or share or class of stock or shares or by the purchase or redemption by the Company of its own stock or shares; or

4. the Company permitting, in accordance with the Regulations, the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system.

SHARE CERTIFICATES

1. Every member, on becoming the holder of any certificated share (except a recognised person in respect of whom the Company is not required by law to complete and have ready for delivery a certificate) shall be entitled, without payment, to one certificate for all the certificated shares of each class held by him (and, on transferring a part of his holding of certificated shares of any class, to a certificate for the balance of his holding of certificated shares). He may elect to receive one or more additional certificates for any of his certificated shares if he pays for every certificate after the first a reasonable sum determined from time to time by the board. Every certificate shall:

   1. be executed under the seal or bear an imprint or representation of the seal or such other form of authentication as the board may determine and, subject as hereinafter provided, if issued under the seal, shall bear the autographic signature of an Authorised Sealing Officer (as defined in Article 126126) provided that the board may by resolution determine that such signature shall be dispensed with or shall be affixed by some method or system of mechanical signature or in such other manner as the board may approve; and

   2. specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up on the shares.

      The Company shall not be bound to issue more than one certificate for certificated shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. Shares of different classes may not be included in the same certificate.

      Replacement certificates

2. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of any exceptional out-of-pocket expenses reasonably incurred by the Company in investigating evidence and preparing the requisite form of indemnity as the board may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.

LIEN

CALLS ON SHARES

1. Subject to the terms of allotment, the board may from time to time make calls on the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium). Each member shall (subject to receiving at least 14 clear days' notice specifying when and where payment is to be made) pay to the Company the amount called on his shares as required by the notice. A call may be required to be paid by instalments. A call may be revoked in whole or part and the time fixed for payment of a call may be postponed in whole or part as the board may determine. A person on whom a call is made shall remain liable for calls made on him even if the shares in respect of which the call was made are subsequently transferred.

   Time when call made

2. A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.

   Liability of joint holders

3. The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.

   Interest payable

4. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid. Interest shall be paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, the rate determined by the board, not exceeding 15 per cent,. per annum, or, if higher, the appropriate rate (as defined by the 2006 Act), but the board may in respect of any individual member waive payment of such interest wholly or in part.

   Deemed calls

5. An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and notified and payable on the date so fixed or in accordance with the terms of the allotment. If it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

   Differentiation on calls

6. Subject to the terms of allotment, the board may make arrangements on the issue of shares for a difference between the allottees or holders in the amounts and times of payment of calls on their shares.

   Payment of calls in advance

7. The board may, if it thinks fit, receive from any member all or any part of the moneys uncalled and unpaid on any share held by him. Such payment in advance of calls shall extinguish the liability on the share in respect of which it is made to the extent of the payment. The Company may pay on all or any of the moneys so advanced (until they would but for such advance become presently payable) interest at such rate agreed between the board and the member not exceeding (unless the Company by ordinary resolution otherwise directs) 15 per cent,. per annum or, if higher, the appropriate rate (as defined in the Companies Acts).

   FORFEITURE AND SURRENDER

   Notice requiring payment of call

8. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the board may give to the person from whom it is due not less than 14 clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

   Forfeiture for non-compliance

9. If that notice is not complied with, any share in respect of which it was given may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the board. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited share which have not been paid before the forfeiture. When a share has been forfeited, notice of the forfeiture shall be served on the person who was the holder of the share before the forfeiture. An entry shall be made promptly in the register opposite the entry of the share showing that notice has been served, that the share has been forfeited

   and the date of forfeiture. No forfeiture shall be invalidated by the omission or neglect to give that notice or to make those entries.

   Sale of forfeited shares

10. Subject to the provisions of the Companies Acts, a forfeited share shall be deemed to belong to the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the board determines, either to the person who was the holder before the forfeiture or to any other person. At any time before sale, re-allotment or other disposal, the forfeiture may be cancelled on such terms as the board thinks fit. Where for the purposes of its disposal a forfeited share held in certificated form is to be transferred to any person, the board may authorise any person to execute an instrument of transfer of the share to that person. Where for the purposes of its disposal a forfeited share held in uncertificated form is to be transferred to any person, the board may exercise any of the Company's powers under Article 7.37.3. The Company may receive the consideration given for the share on its disposal and may register the transferee as holder of the share.

    Liability following forfeiture

11. A person shall cease to be a member in respect of any share which has been forfeited and shall, if the share is a certificated share, surrender the certificate for any forfeited share to the Company for cancellation. The person shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of that share with interest on that amount at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the rate determined by the board, not exceeding 15 per cent,. per annum or, if higher, the appropriate rate (as defined in the Companies Acts), from the date of forfeiture until payment. The board may waive payment wholly or in part or enforce payment without any allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal.

    Surrender

12. The board may accept the surrender of any share which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

    Extinction of rights

13. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabilities expressly saved by these Articles, or as are given or imposed in the case of past members by the Companies Acts.

    Evidence of forfeiture or surrender

14. A statutory declaration by a director or the secretary that a share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject if necessary to the execution of an instrument of transfer or transfer by means of the relevant system, as the case may be) constitute a good title to the share. The person to whom the share is disposed of shall not be bound to see to the application of the purchase money, if any, and his title to the share shall not be affected by any irregularity in, or invalidity of,

    the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.

    TRANSFER OF SHARES

    Form and execution of transfer

15. The instrument of transfer of a certificated share may be in any usual form or in any other form which the board may approve and shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. An instrument of transfer need not be under seal.

    Transfers of partly paid shares

16. The board may, in its absolute discretion, subject to giving reason(s) together with, if required, providing further information as the transferee may reasonably request, refuse to register the transfer of a certificated share which is not fully paid, provided that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis.

1. If the board refuses to register a transfer, it shall, as soon as practicable and in any event within two months after the date on which the instrument of transfer was lodged with the Company or the Operator-instruction was received, send the transferee notice of its refusal together with reasons for the refusal. The directors shall send to the transferee such further information about the reasons for the refusal as the transferee may reasonably request.

   No fee payable on registration

2. No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to a share.

   Retention of transfers

3. The Company shall be entitled to retain an instrument of transfer which is registered, but an instrument of transfer which the board refuses to register shall be returned to the person lodging it when notice of the refusal is given.

   TRANSMISSION OF SHARES

   Transmission

4. If a member dies, the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest. Nothing in these Articles shall release the estate of a deceased member (whether a sole or joint holder) from any liability in respect of any share held by him.

1. A person becoming entitled by transmission to a share shall, on production of any evidence as to his entitlement properly required by the board and subject to the requirements of Article 3838, have the same rights in relation to the share as he would have had if he were the holder of the share, subject to Article 138138. That person may give a discharge for all dividends and other moneys payable in respect of the share, but he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any meeting of the Company or to receive notice of or to attend or vote at any separate meeting of the holders of any class of shares in the capital of the Company.

   ALTERATION OF SHARE CAPITAL

   Alterations by ordinary resolution

2. The Company may by ordinary resolution:

   1. consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

   2. subject to the provisions of the Companies Acts, sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum, the Articles and the resolution may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage as compared with the others; and

   3. cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

      New shares subject to these Articles

3. All shares created by ordinary resolution pursuant to Article 4040 shall be:

   1. subject to all the provisions of these Articles including, without limitation, provisions relating to payment of calls, lien, forfeiture, transfer and transmission; and

   2. unclassified, unless otherwise provided by these Articles, by the resolution creating the shares or by the terms of allotment of the shares.

      Fractions arising

4. Whenever any fractions arise as a result of a consolidation or sub-division of shares, the board may on behalf of the members deal with the fractions as it thinks fit. In particular, without limitation, the board may sell shares representing fractions to which any members would otherwise become entitled to any person (including, subject to the provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those members. Where the shares to be sold are held in certificated form the board may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the buyer. Where the shares to be sold are held in uncertificated form, the board may do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase moneys and his title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in relation to the sale.

   Power to reduce capital

5. Subject to the provisions of the Companies Acts, the Company may by special resolution reduce its share capital, capital redemption reserve and share premium account in any way.

   PURCHASE OF OWN SHARES

   Purchase of own shares

6. Subject to and in accordance with the provisions of the Companies Acts and without prejudice to any relevant special rights attached to any class of shares, the Company may purchase any of its own shares of any class (including without limitation redeemable shares) in any way and at any price (whether at par or above or below par).

   GENERAL AND CLASS MEETINGS

   Class meetings

7. All provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the holders of any class of shares in the capital of the Company, except that:

   1. the necessary quorum shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or, at any adjourned meeting of such holders, one holder present in person or by proxy, whatever the amount of his holding, who shall be deemed to constitute a meeting;

   2. any holder of shares of the class present in person or by proxy may demand a poll; and

   3. each holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by him.

      Convening general meetings

8. The board may call general meetings whenever and at such times and places as it shall determine. On the requisition of members pursuant to the provisions of the Companies Acts, the board shall promptly convene a general meeting in accordance with the requirements of the Companies Acts. If there are insufficient directors in the United Kingdom to call a general meeting, any director of the Company may call a general meeting. Where no director is willing or able to do so, any two members of the Company may summon a meeting for the purpose of appointing one or more directors.

NOTICE OF GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

1. No business shall be transacted at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Articles and subject to section 318(2) of the 2006 Act, threetwo persons present in person or by proxy or by a duly authorised representative of a corporation which is a member and entitled to vote on the business (including for this purpose threetwo persons who are proxies or corporate representatives of the same member) to be transacted shall be a quorum.

   If quorum not present

2. If such a quorum is not present within five minutes (or such longer time not exceeding 30 minutes as the chairman of the meeting may decide to wait) from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved, and in any other case shall stand adjourned to such time and place as the chairman of the meeting may determine which shall, for the avoidance of doubt, be a day which is at least ten clear days after the date of the original meeting. If at such adjourned meeting a quorum is not present within 15 minutes after the time appointed for holding the meeting, the members present in person or by proxy or their duly authorised representatives shall be a quorum.

   Chairman

3. The chairman, if any, of the board or, in his absence, any deputy chairman of the Company or, in his absence, some other director nominated prior to the meeting by the board, shall preside as chairman of the meeting. If neither the chairman, deputy chairman nor such other director (if any) is present within five minutes after the time appointed for holding the meeting or is not willing to act as chairman, the directors present shall elect one of their number present and willing to act to be chairman. If there is only one director present he shall be chairman. If no director is present within five minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.

   Directors entitled to speak

4. Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are members. The chairman of the meeting may permit other persons who are not members of the Company or otherwise entitled to exercise the rights of members in relation to general meetings to attend and, at the chairman's discretion, speak at a general meeting or at any separate class meeting.

1. written notice of the terms of the proposed amendment and of the intention to move the amendment have been delivered to the Company at the Officeoffice at least 48 hours before the time for holding the meeting or the adjourned meeting at which the ordinary resolution in question is proposed and the proposed amendment does not, in the reasonable opinion of the chairman, materially alter the scope of the resolution; or

2. the chairman of the meeting, in his absolute discretion, decides that the proposed amendment may be considered or voted on.

1. A poll on a resolution may be demanded at a general meeting either before a vote on a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

   A poll on a resolution may be demanded by:

   1. the chairman of the meeting;

   2. the directors;

   3. at least five members present in person or by proxy having the right to vote at the meeting;

   4. any member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

   5. any member or members present in person or by proxy holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right,.

      A demand by a person as proxy for a member shall be the same as a demand by the member.

      Declaration of result

2. Unless a poll is duly demanded (and the demand is not withdrawn before the poll is taken) a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry in respect of such declaration in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the resolution..

   Withdrawal of demand for poll

3. The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If the demand for a poll is withdrawn, the chairman or any other member entitled may demand a poll.

   Conduct of poll and Article 62

4. Subject to Article 6161, polls at general meetings shall be taken as and when the chairman directs. The chairman may appoint scrutineers (who need not be members) and decide how and when the result of the poll is to be declared. The result of a poll shall be the decision of the meeting in respect of the resolution on which the poll was demanded.

   When poll to be taken

5. A poll on -

   1. the election of the chairman of the meeting; or

   2. a question of adjournment, must be taken immediately.

      Notice of poll

6. No notice need be given of a poll not taken at the meeting at which it is demanded if the time and place at which it is to be taken are announced at the meeting. In any other case at least seven clear days' notice must be given specifying the time and place at which the poll is to be taken.

   Effectiveness of special resolutions

7. Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective.

VOTES OF MEMBERS

1. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.

   Member under incapacity

2. A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by that court or official. The right to vote shall be exercisable only if evidence satisfactory to the board of the authority of the person claiming to exercise the right to vote has been delivered to the office, or at another place specified in accordance with these Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised.

   Calls in arrears

3. No member shall be entitled to vote at a general meeting or at a separate meeting of the holders of any class of shares in the capital of the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.

SectionSECTION 793 of the 2006 Act: restrictions if in defaultOF THE 2006 ACT: RESTRICTIONS IF IN DEFAULT

1. If any votes are counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or at any adjournment of the meeting, and, in the opinion of the chairman, it is of sufficient magnitude to vitiate the result of the voting.

   Objection to voting

2. No objection may be raised to the qualification of any person voting at a general meeting or on a poll except at the meeting or adjourned meeting or at the time the poll is taken (if not at the meeting or adjourned meeting) at which the vote objected to is tendered. Every vote not disallowed at such meeting shall be valid and every vote not counted which ought to have been counted shall be disregarded. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

   Supplementary provisions on voting

3. On a poll, votes may be given either personally or by proxy. A member 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.

   PROXIES AND CORPORATE REPRESENTATIVES

   Appointment of proxy

4. A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. The appointment of a proxy shall be deemed also to confer authority (in accordance with section 329 of the 2006 Act) to demand or join in demanding a poll. A proxy need not be a member. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. References in these Articles to an appointment of proxy include references to an appointment of multiple proxies.

5. Where two or more valid appointments of proxy are received in respect of the same share in the same meeting, the one which is sent last shall, unless otherwise specified in the notice covering the meeting, be treated as replacing and revoking the other or others. If the Company is unable to determine which is last sent, the one which is last received shall be so treated. If the Company is unable to determine either which is last sent or which is last received, none of such appointments shall be treated as valid in respect of that share.

6. An instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney or, if the appointor is a corporation, either under its common seal or the hand of a duly authorised officer, attorney or other person authorised to sign it.

76.2 Subject to the provisions of the 2006 Act and to Article 50.1, if for the purpose of any meeting invitations to appoint as proxy a person or a number of persons specified in the invitation are issued at the expense of the Company, such invitations shall be issued to all (and not some only) of the members entitled to vote at the meeting.

1. The directors may allow an appointment of proxy to be sent or supplied in electronic form subject to any conditions or limitations as the directors may specify, and where the Company has given an electronic address in any instrument of proxy or invitation to appoint a proxy, any document or information relating to proxies for the meeting (including any document necessary to show the validity of, or otherwise relating to, an appointment of proxy, or notice of the termination of the authority of a proxy) may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting.

2. The instrument appointing a proxy and any power of attorney or other written authority under which it is executed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power or written authority shall:

   1. be received by personal delivery, or post or facsimile transmission at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy or any invitation to appoint a proxy sent out or made available by the Company in relation to the meeting not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

   2. in the case of an appointment of proxy in electronic form, be received at the electronic address specified in the notice covering the meeting, or in any instrument of proxy or any invitation to appoint a proxy set out or made available by the Company in relation to the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment of proxy proposes to vote; or

   3. in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than 24 hours (or such shorter time as the directors may determine) before the time appointed for the taking of the poll.

      The directors may specify in the notice convening the meeting that in determining the time for delivery of proxies pursuant to this Article, no account shall be taken of any part of a day that is not a working day (as defined in section 1173(1) of the 2006 Act).

      An appointment of proxy which is not, or in respect of which the authority or copy thereof is not, received or delivered in a manner so permitted shall be invalid. No instrument of proxy shall be valid more than twelve months after the date stated in it as the date of its execution.

      Holders of stock warrants shall not be entitled to vote by proxy in respect of the shares included in such warrants unless such warrant shall be deposited at the office with the instrument of proxy.

      Validity of form of proxy

3. The instrument of proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates.

   Corporate representatives

4. Subject to the provisions of the 2006 Act, any corporation or corporation sole which is a member of the Company (in this Article the grantor) may (in the case of a corporation, by resolution of its directors or other governing body or by authority to be given under seal or under the hand of an officer duly authorised by it), authorise a person or persons to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of any class of shares, save that a director, the secretary or other person authorised for the purpose by the secretary may require such person or persons to produce a certified copy of the resolution of authorisation or other authority before permitting him to exercise his powers.

   The grantor shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present at it.

   Revocation of authority

5. A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous termination of the authority of the person voting or demanding a poll unless notice of the termination was delivered to the Company at the office or at such other place or address at which an appointment of proxy may be duly received or delivered not later than the last time at which an appointment of

   proxy should have been received in order for it to be valid for use at the meeting at which the vote was given or the poll demanded or for use on the holding of the poll at which the vote was given.

   NUMBER OF DIRECTORS

   Limits on number of directors

6. Unless otherwise determined by ordinary resolution, the number of directors (disregarding alternate directors) shall be not less than three nor more than seven in number.

   APPOINTMENT AND RETIREMENT OF DIRECTORS

   NumberRetirement of directors to retire

7. At each annual general meeting every director shall retire from office.

83. At every annual general meeting one-third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office; but, if there is only one director who is subject to retirement by rotation, he shall retire.

Which directors to retire

84. Subject to the provisions of the Companies Acts and these Articles, the directors to retire by rotation shall be those who have been longest in office since their last appointment or re-appointment. As between persons who became or were last re-appointed directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. The directors to retire on each occasion (both as to number and identity) shall be determined by the composition of the board at the date of the notice convening the annual general meeting. No director shall be required to retire or be relieved from retiring or be retired by reason of any change in the number or identity of the directors after the date of the notice but before the close of the meeting.

84. 85. If the Company does not fill the vacancy at theany meeting at which a director retires by rotation or otherwisein accordance with these Articles, the retiring director shall, if willing to act, be deemed to have been re-appointed unless at thethat meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the director is put to the meeting and lost.

Procedure if insufficient number of directors appointed

1. at the conclusion of that general meeting the number of directors is fewer than the minimum number of directors required under these Articles or applicable law (the "Prescribed Minimum");

then all of the Unappointed Directors and/or Removed Directors shall be deemed to have been immediately appointed or re-appointed as directors.

1. No person other than a director retiring by rotation shall be appointed a director at any general meeting unless:

   1. he is recommended by the board; or

   2. not less than seven nor more than 42 days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting (not being the person to be proposed) has been given to the Company of the intention to propose that person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Company's register of directorsnotified to the registrar of companies, together with notice executed by that person of his willingness to be appointed.

      Separate resolutions on appointment

2. Except as otherwise authorised by the Companies Acts, the appointment of any person proposed as a director shall be effected by a separate resolution.

   Additional powers of the Company

3. Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director and may also determine the rotation in which any additional directors are to retire. The appointment of a person to fill a vacancy or as an additional director shall take effect from the end of the meeting.

   Appointment by board

4. The board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director and in either case whether or not for a fixed term, provided that the appointment does not cause the number of directors to exceed the number, if any, fixed by or in accordance with these Articles as the maximum number of directors. Irrespective of the terms of his appointment, a director so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the directors who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, he shall vacate office at its conclusion.

   Position of retiring directors

5. A director who retires at an annual general meeting may, if willing to act, be offer themselves for re-appointment by the members and a director that is so re-appointed. If he will be treated as continuing in office without a break. If a retiring director is not re-appointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.

   No share qualification

6. A director shall not be required to hold any shares in the capital of the Company by way of qualification.

   ALTERNATE DIRECTORS

   Power to appoint alternates

7. Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the board and willing to act, to be an alternate director and may remove from office an alternate director so appointed by him.

   Alternates entitled to receive notice

8. An alternate director shall be entitled to receive notice of all meetings of the board and of all meetings of committees of the board of which his appointor is a member, to attend and vote at any such meeting at which his appointor is not personally present, and generally to perform all the functions of his appointor (except as regards power to appoint an alternate) as a director in his absence. It shall not be necessary to give notice of such a meeting to an alternate director who is absent from the United Kingdom.

   Alternates representing more than one director

9. A director or any other person may act as alternate director to represent more than one director, and an alternate director shall be entitled at meetings of the board or any committee of the board to one vote for every director whom he represents (and who is not present) in addition to his own vote (if any) as a director, but he shall count as only one for the purpose of determining whether a quorum is present.

   Expenses and remuneration of alternates

10. An alternate director may be repaid by the Company such expenses as might properly have been repaid to him if he had been a director but shall not be entitled to receive any remuneration from the Company in respect of his services as an alternate director. An alternate director shall be entitled to be indemnified by the Company to the same extent as if he were a director.

    Termination of appointment

11. An alternate director shall cease to be an alternate director:

    1. if his appointor ceases to be a director; but, if a director retires by rotation or otherwise but is re-appointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of an alternate director made by him which was in force immediately prior to his retirement shall continue after his re-appointment; or

    2. on the happening of any event which, if he were a director, would cause him to vacate his office as director; or

    3. if he resigns his office by notice to the Company.

       Method of appointment and revocation

12. Any appointment or removal of an alternate director shall be by notice to the Company signed by the director making or revoking the appointment and shall take effect in accordance with the terms of the notice (subject to any approval required by Article 9392) on receipt of such notice at the office.

    Alternate not an agent of appointor

13. Except as otherwise expressly provided in these Articles, an alternate director shall be deemed for all purposes to be a director. Accordingly, except where the context otherwise requires, a reference to a director shall be deemed to include a reference to an alternate director. An alternate director shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the director appointing him.

    POWERS OF THE BOARD

    Business to be managed by board

14. Subject to the provisions of the Companies Acts, the Memorandum and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the board which may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that direction had not been given.

    The powers given by this Article shall not be limited by any special power given to the board by these Articles. A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.

15. The board may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them directors of such body corporate, or voting or providing for the payment of remuneration to the directors of such body corporate).

    DELEGATION OF POWERS OF THE BOARD

    Committees of the board

16. The board may delegate any of its powers to any committee consisting of one or more directors. The board may also delegate to any director holding any executive office such of its powers as the board considers desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers delegated and may be made subject to such conditions as the board may specify, and may be revoked or altered. The board may co-opt on to any such committee persons other than directors, who may enjoy voting rights in the committee. The co-opted members shall be less than one-half of the total membership of the committee and a resolution of any committee shall be effective only if a majority of the members present are directors. Subject to any conditions imposed by the board, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of directors so far as they are capable of applying.

    Agents

17. The board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authorities and discretions (not exceeding those vested in the board) and on such conditions as the board determines, including without limitation authority for the agent to delegate all or any of his powers, authorities and discretions, and may revoke or vary such delegation.

BORROWING POWERS

104. For the purposes of this Article:

Adjusted Capital and Reserves means a sum equal to the aggregate of:

1. the amount paid up (or credited as or deemed to be paid up) on the issued share capital of the Company; and

2. the amount standing to the credit of the reserves of the Group (including, without limitation, any share premium account, capital redemption reserve or revaluation reserve) after adding thereto or deducting therefrom any balance standing to the credit or debit of the profit and loss account of the Group,

   all as shown in the then latest audited balance sheet, but after:

   1. making such adjustments as may be appropriate in respect of any variation in the amount of such paid up share capital or any such reserves subsequent to the relevant balance sheet date and so that for this purpose:

      1. if any issue or proposed issue of shares by the Company for cash has been underwritten then such shares shall be deemed to have been issued and the amount (including any premium) of the subscription moneys payable in respect thereof (not being moneys payable later than six months after the date of allotment) shall to the extent so underwritten be deemed to have been paid up on the date when the issue of such shares was underwritten (or, if such underwriting was conditional, on the date when it became unconditional); and

      2. share capital (including any premium) shall be deemed to have been paid up as soon as it has been unconditionally agreed to be subscribed or taken up (within six months of such agreement) by any person;

   2. making such adjustments as may be appropriate in respect of any distributions declared, recommended, made or paid by the Company or its subsidiaries (otherwise than attributable directly or indirectly to the Company) out of profits earned up to and including the date of the latest audited balance sheet of the Company or subsidiary (as the case may be) to the extent that such distribution is not provided for in such balance sheet;

   3. making such adjustments as may be appropriate in respect of any variation in the interests of the Company in its subsidiaries since the date of the latest audited balance sheet of the Company;

   4. making all such adjustments, if the calculation is required for the purposes of or in connection with a transaction under or in connection with which any body corporate is to become or cease to be a subsidiary, as would be appropriate if such transaction had been carried into effect;

   5. excluding minority interests in subsidiaries;

   6. deducting sums equivalent to the book values of any goodwill or other intangible assets shown in such the latest audited balance sheet;

audited balance sheet means the audited balance sheet of the Company prepared for the purposes of the Companies Acts or, if an audited consolidated balance sheet dealing with the state of affairs of the Company and all its subsidiaries to be dealt with in group accounts has been prepared for those purposes for the same financial year, that audited consolidated balance sheet, in which event all references to reserves and profit and loss shall be deemed to be references to consolidated reserves and consolidated profit and loss and any amounts attributable to outside interests shall be excluded;

Moneys Borrowed means the outstanding moneys borrowed of the Group determined as follows:

1. in addition to borrowings, there shall be deemed, subject as provided below, to have been borrowed and to be outstanding as moneys borrowed of the Group (but only to the extent that the same would not otherwise fall to be taken into account):

   1. the principal amount of all debentures of any member of the Group, whether issued or incurred in whole or in part for cash or otherwise, which are not for the time being beneficially owned within the Group;

   2. the nominal amount of any issued and paid up share capital (other' than equity share capital which as regards capital has rights no more favourable than those attached to its ordinary share capital) of any subsidiary of the Company not for the time being beneficially owned by any member of the Group;

   3. the nominal amount of any other issued and paid up share capital and the principal amount of any other debentures or other moneys borrowed (not being shares or debentures which are, or moneys borrowed the indebtedness in respect of which is for the time being beneficially owned within the Group) the redemption or repayment of which is:

      1. guaranteed by any member of the Group; or

      2. wholly or (to the extent of the part secured) partly secured on assets or the undertaking of any member of the Group;

   4. any fixed or minimum premium payable on final redemption or repayment of any debentures, share capital or other moneys borrowed falling to be taken into account;

   5. the outstanding amount of acceptances (not being acceptances of trade bills in respect of the purchase or sale of goods in the ordinary course of trading) by any bank or accepting house under any acceptance credit opened on behalf of and in favour of any member of the Group;

   6. any fixed amount in respect of any Finance Lease payable by any member of the Group which would be shown at the material time as an obligation in a balance sheet prepared in accordance with the accounting principles used in the preparation of the latest audited balance sheet;

2. moneys borrowed by any member of the Group for the purposes of repaying or redeeming (with or without premium) in whole or in part any other moneys borrowed falling to be taken into account and intended to be applied for such purpose within six months after the borrowing thereof shall not, during such period, except to the extent so applied, themselves fall to be taken into account;

3. any amounts borrowed by any member of the Group for the purpose of financing any contract up to an amount not exceeding those moneys receivable under such contract which are guaranteed or insured by the Export Credits Guarantee Department or other institution or body carrying on a similar business shall be deemed not to be moneys borrowed;

4. moneys borrowed by a partly owned subsidiary of the Company and not owing to the Company or any of its wholly owned subsidiaries shall be taken into account subject to the exclusion of a proportion thereof equal to the Minority Proportion of the borrower; moneys borrowed by the Company or any of its wholly owned subsidiaries from and owing to a partly owned subsidiary of the Company shall be taken into account to the extent of a proportion thereof equal to the Minority Proportion of the lender; where moneys have been borrowed by one partly owned subsidiary of the Company and are owing to another partly owned subsidiary of the Company, the amount to be taken into account shall be reduced in accordance with the foregoing provisions of this sub-paragraph to take account of the Minority Proportion of the borrower and that of the lender;

5. an amount equal to the moneys borrowed by a body corporate which were outstanding at the time it becomes a subsidiary of the Company shall, for a period of six months after that date be deemed not to be moneys borrowed;

6. if any fixed amount payable by the Company or any of its subsidiaries in respect of any Finance Lease increases as a result of any change in legislation relating to or affecting taxation matters, for a period of six months after the date on which the directors become aware of the increase an amount equal to the increase shall be deemed not to be moneys borrowed;

7. there shall be credited against the amount of any moneys borrowed any amounts beneficially owned by any member of the Group which are deposited with any bank or other person (whether on current account or otherwise) not being a member of the Group and which are repayable to any member of the Group on demand or within three months of any demand, subject, in the case of money deposited by a partly owned subsidiary, to the exclusion of a proportion thereof equal to the Minority Proportion;

8. moneys borrowed shall not include any moneys borrowed which are for the time being deposited with any governmental authority or body in any part of the world in connection with import deposits or any similar governmental scheme to the extent that the member of the Group making such deposit retains its interest therein;

9. where at any material time the amount of money which, under the terms of any borrowing, would be required, if it fell to be repaid (whether at the option of the borrower or by reason of default) at such material time, to discharge in full the principal amount of moneys borrowed thereunder, is less than the amount which would otherwise be taken into account in respect of such moneys borrowed for the purposes of this Article, the amount of such moneys borrowed to be taken into account shall be such lesser amount;

10. when the aggregate amount of moneys borrowed at any material time is being ascertained, any moneys borrowed by any member of the Group denominated or repayable in a currency other than sterling shall be translated for the purposes of calculating the sterling equivalent: