Cayman Islands

Cayman Islands - Common law
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Cayman Islands taxes

Want to setup a company? This will tell you about tax laws in CAYMAN ISLANDS, reading this will help you becoming knowlegeable on the specific tax laws and rates for a Tax Exempt Ltd which is the most common company structure in CAYMAN ISLANDS.

KY has no tax on foreign earned income made offshore independently then it it was derived locally. Theheadline percentage for offshore tax, from our research, and your results may vary, is 0%. CAYMAN ISLANDS may have certain exemptions to transfer in income earned abroad earned outside the borders. Taxes are lower than average in CAYMAN ISLANDS because the rate which Tax Exempt Ltd will pay tax is 0%. This ranks CAYMAN ISLANDS as 1st when compared to corp. taxation rate internationally. . .

The value added tax (VAT) rate in KY is 0.00%, which ranks CAYMAN ISLANDS as 1st overall with regards to VAT globally.

Thin capitalisation standards are not in effect. Thin capitalisation refers to any type of requirements on a business and the debt-to-asset ratios. A dividend is payments of a company's earnings, decided by the board, to a class of its shareholders. Dividends can be issued as cash payments, shares of stock, or other property. The capital gains taxation rate in KYis 0%. A capital gains tax is levied on the profits that a corporation or natural person realizes when they sell sells a capital asset for a price that is higher than the purchase price.

The interest witholding rate is estimated at 0This means that the relevant tax authorities expects companies to pay tax on at least 0 of payments offshore for on interest payments. The dividends witholding rate is 0%-10%Which means that the relevant tax authorities expects relevant legal entities to automatically withhold 0%-10% of payments abroad on dividend payments.
There is no known tax on wealth in CAYMAN ISLANDS. There are no known inheritance taxes in CAYMAN ISLANDS. We are not aware of any widely used credits for innovation spend that include tax incentives in CAYMAN ISLANDS.

The above is not tax or legal advice for your particular circumstances. We can to help you find to a lawyerin CAYMAN ISLANDS who can get you an answer. Contact us today. Click incorporate now if you are in a hurry, or press the free consultation button above.

It takes approximately - hours to file and prepare documents for a Cayman Islands Common law.
The corporate tax is approximately 0% which is 1 in the world.

Owners of a company in Cayman Islands are not allowed to carry back a loss .

The vat rate in Cayman Islands is 0% which ranks 1 in the world.

Patent box
RND credit
Wealth tax
Estate tax
Transfer taxes
Asset taxes
Capital duties
0Tax treaties
0%Offshore Tax
0%Corp rate
-Loss carryback years
-Corporate time
0%VAT rate
0%Capital gains
2017AEOI planned

Read this to learn about incorporating a company in
Cayman Islands

We can help you form a company in Cayman Islands. Click the button above for a no-obligation quote. We will provide you with all the necessary documents to open a bank account as well as a registered office in Cayman Islands, which is required by law.

We can help you with your incorporations needs for an initial payment of just $1000.

Easy Step by Step Process:
The standard process typically takes between two (2) to three (3) weeks depending on when we receive all the required information from you. Once we receive your information, we will email you a complete set of documents for your review within 3 working days upon confirmation of payment. After executing the documents, you will need to mail them to us and we will formally submit your application for filing with the Registry. The Registry will then take about 3-8 working days to process the incorporation and produce certificates necessary for opening your bank account.

Applying for Your Bank Accounts:
Incorporations.IO maintains close working relationship within our extensive network of partner banks to help you apply for and receive banking services that are most appropriate to your specific situation. From the time of verification of incorporation it can take (1) one week to (2) two weeks to apply for and receive a bank account. We work primarily with banks that allow for remotely opened accounts to ensure you are ready to do business as soon as possible.

Applying for Payment Processing:
We include introductions to payment processors or merchant accounts with all of our incorporation services. Whether you just need standard credit card processing or specialized services for high risk processing, we have partners that can assist you and are happy to help you with introductions that can empower your business.

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Cayman Islands Tax Treaties

CountryTypeDate signed

Country Info

National Flag of
Cayman Islands (eng)
Currency
KYD
Area Code
+1345
Capital
George Town
Region
Caribbean
Native Languages
English

Companies Act of Cayman Islands

THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES REGISTERED AS A SPECIAL ECONOMIC ZONE COMPANY

AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF UNITED CACAO LIMITED SEZC

(adopted by a special resolution passed on 11 November 2014 with effect from 2 December 2014)

INTERPRETATION

1. In these Articles Table A in the First Schedule to the Law does not apply and, unless there is something in the subject or context inconsistent therewith:

“AIM” - the AIM market operated by the London Stock Exchange.

“AIM Rules” - the Rules for Companies admitted to trading on AIM published by the London Stock Exchange, as amended from time to time.

“Affiliate” - means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person, where “Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “Controlled” and “Controls” have correlative meanings.

“Articles” - means these articles of association of the Company as originally formed or as from time to time altered by Special Resolution.

“Auditor” - the independent auditor of the Company for the time being and may include any individual or partnership.

“Board” or “Board of Directors” - the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present.

“Branch Register” - has the meaning given to it in Article 33.

“Business Day” - any day upon which the London Stock Exchange is open for business.

“capital” - the share capital from time to time of the Company.

“City Code” - the City Code on Takeovers and Mergers issued by the Panel and for the time being in force.

“Company” - means the above named company.

“competent regulatory authority” - a competent regulatory authority in the territory where the shares of the Company are listed or quoted on a stock exchange in such territory.

“Controlled Undertaking” - any subsidiary undertaking within the meaning of the Financial Services and Markets Act 2000 of the UK (as amended).

“CREST” - a Relevant System of which Euro clear UK & Ireland Limited is the Operator (as defined by the Regulations).

“debenture” and “debenture holder” - include debenture stock and debenture stockholder respectively.

“Defaulting Holder” - has the meaning given to it in Article 82.

“Default Shares” - has the meaning given to it in Article 88.

“Direction Notice” - has the meaning given to it in Article 88.

“Director” - means a director serving on the Board for the time being of the Company and shall include an alternate Director appointed in accordance with these Articles.

“DTR 5” - has the meaning given to it in Article 82.

“Electronic Record” - has the same meaning as given in the Electronic Transactions Law (Revised) of the Cayman Islands.

“Equity Securities” - means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any option, warrant or right to subscribe for or purchase any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing.

“Financial Instruments” - transferable securities, options, futures and any other derivative contracts that result in an entitlement to acquire, on the Member’s own initiative alone, under a legally binding agreement, shares to which voting rights are attached, already issued, so that the Member will enjoy, on maturity of the financial instrument, either the unconditional right to acquire the underlying shares or the discretion as to his right to acquire such shares or not.

“interests in securities ” - has the same meaning as set out in the City Code and shall include acquisitions in the circumstances set out in Rule 37.1 of the City Code;

“Law” - the Companies Law, Cap. 22 (Law 3 of 1961) of the Cayman Islands and every modification and re­ enactment thereof for the time being in force.

“London Stock Exchange” - London Stock Exchange plc.

“Member” - a duly registered holder from time to time of the shares in the capital of the Company.

“Memorandum” - the memorandum of association of the Company in its present form or as supplemented or amended or substituted from time to time.

“Ordinary Resolution” - means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting.

“Ordinary Shares” - means the Ordinary Shares of the Company.

“paid up” - paid up or credited as paid up.

“Panel” - the Panel on Takeovers and Mergers in the United Kingdom.

“Permitted Acquisition” - means an acquisition of interests in securities in the Company:

(a) to which the Board has given its written consent; or

(b) which is made in accordance with the applicable provisions of the City Code as if it applied to the Company, (including, for the avoidance of doubt, (i) an acquisition made in circumstances in which the City Code, if it applied to the Company, would not require an offer or offers to be made as a consequence; and (ii) an acquisition made in the circumstances in which the City Code, if it applied to the Company, would require an offer or offers to be made as a consequence and such offer(s) is (are) made in accordance with Rules 6, 9,10, 11, 14 and 15 (to the extent applicable));

“Person” - means any individual, corporation, partnership, limited liability company, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity of any nature whatsoever.

“Principal Register” - has the meaning given to it in Article 32.

“Register of Members” - the register of Members of the Company to be maintained in accordance with the Law at such place within or outside the Cayman Islands as the Board shall determine from time to time.

“Registered Office” - means the registered office for the time being of the Company.

“Registration Office” - in respect of any class of share capital such place as the Board may from time to time determine to keep a Branch Register in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered

“Regulations” - the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended) relating to the operation of CREST in the UK, being the paperless settlement of trades and the holdings of uncertificated shares of which Euroclear UK & Ireland Limited is the operator.

“Regulatory Information Service” - a service approved by the London Stock Exchange for the distribution to the public of AIM announcements.

“Relevant Change” - a change to a Significant Member’s percentage of voting rights which he holds as a Member or through his direct or indirect holding of shares or Financial Instruments if the percentage of those voting rights exceeds or falls below every one per cent. (1%) above three per cent. (3%) of the Company’s total voting rights in issue (or such other levels as may be prescribed by the AIM Rules and/or the rules of any competent regulatory authority from time to time).

“Relevant System” - a computer­based system and procedures which enable title to units of a security to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters.

“Rules 6,9,10,11,14” and 15” - means Rules 6,9,10,11,14 and 15 respectively (including the notes thereto) of the City Code.

“Seal” - means the common seal of the Company and includes every duplicate seal.

“securities” - include shares, securities convertible into shares and debentures.

“Share” and “Shares” - means a share or shares in the capital of the Company and includes a fraction of a share.

“Share Sale” - means a transaction or series of related transactions in which the Members of the Company transfer majority of the Company’s voting power or as a result of which the Members of the Company immediately before such transaction own less than a majority of the Company’s voting power in the aggregate immediately after such transaction or series of related transactions.

“Significant Member” - a person with at least three per cent (3%) of the voting rights in the Company whether held as a Member or through his direct or indirect holding of Financial Instruments.

“Special Resolution” - has the same meaning as in the Law and includes a unanimous written resolution of all Members entitled to vote and expressed to be a special resolution.

“Subsidiary” - means, with respect to any specified Person, any other Person (other than an individual) that is Controlled by the specified Person, directly or indirectly.

“UK” - the United Kingdom of Great Britain and Northern Ireland.

“year” - a calendar year.

2. In the Articles:

2.1 words importing the singular number include the plural number and vice versa;

2.2 words importing the masculine gender include the feminine gender;

2.3 “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

2.4 references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re­enacted or replaced from time to time;

2.5 any phrase introduced by the terms “including,” “include,” “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

2.6 the term “voting power” refers to the number of votes attributable to the Shares in accordance with the terms of the Memorandum and Articles;

2.7 the term “or” is not exclusive;

2.8 the term “including” will be deemed to be followed by, “but not limited to”;

2.9 the terms “shall”, “will”, and “agrees” are mandatory, and the term “may” is permissive;

2.10 the term “day” means “calendar day” (unless the term Business Day is used), and “month” means calendar month;

2.11 the phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning;

2.12 references to any documents shall be construed as references to such document as the same may be amended, supplemented or novated from time to time;

2.13 all references to dollars or to “US$” are to currency of the United States of America; and

2.14 headings are inserted for reference only and shall be ignored in construing these Articles.

COMMENCEMENT OF BUSINESS

3. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit notwithstanding that any part of the Shares may not have been allotted. The Company shall have perpetual existence until wound up or struck off in accordance with the Law and these Articles.

4. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

SHARE CAPITAL

5. The authorized share capital of the Company at the date of these Articles is US$50,000 divided into 50,000,000 ordinary shares, par value of US$0.001 each.

6. Subject to the Law, the Memorandum and these Articles and, where applicable, the AIM Rules and/or the rules of any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Law.

7. Except as allowed by the Law and subject further to compliance with the AIM Rules and any other relevant regulatory authority the Company shall not give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.

8. The Company is authorised to hold treasury shares in accordance with the Law and may designate as treasury shares any of its shares that it purchases or redeems, or any share surrendered to it. Shares held by the Company as treasury shares shall continue to be classified as treasury shares until such shares are either cancelled or transferred in accordance with the Law.

9. The Company may accept the surrender for no consideration of any fully paid share unless, as a result of such surrender, there would no longer be any issued shares of the Company other than shares held as treasury shares.

10. No share shall be issued as a bearer share.

SHARE RIGHTS, ISSUE OF SHARES AND PRE­EMPTION RIGHTS

11. Subject to the provisions of the Law and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Company may by Ordinary Resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine.

12. Subject to the provisions of the Law, the AIM Rules, the Memorandum, these Articles and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

13. Subject to the Law, any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorized by the Memorandum, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by Ordinary Resolution of the Members determine.

14. Subject to the provisions of the Law, and these Articles, in particular Articles 16 to 23, and of any resolution of the Company in general meeting passed pursuant to those provisions:

(a) all unissued shares for the time being in the capital of the Company shall be at the disposal of the Board; and

(b) the Board may reclassify, 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.

15. The Company may, subject to Articles 16 to 23, from time to time pass an Ordinary Resolution referring to this Article 15 and authorising the Board to exercise all the powers of the Company to allot relevant securities and:

(a) on the passing of the resolution the Board shall be generally and unconditionally authorised to allot relevant securities up to the nominal amount specified in the resolution; and

(b) unless previously revoked the authority shall expire on the day specified in the resolution (not being more than five years after the date on which the resolution is passed), but any authority given under this Article 15 shall allow the Company, before the authority expires, to make an offer or agreement which would or might require relevant securities to be allotted after it expires.

16. Subject to Articles 21 and 22, the Company shall not allot equity securities to a person on any terms unless:

(a) it has made an offer to each person who holds shares in the Company to allot to him on the same or more favourable terms a proportion of those securities that is as nearly as practicable equal to the proportion in nominal value held by him of the share capital of the Company; and

(b) the period during which any such offer may be accepted has expired or the Company has received notice of the acceptance or refusal of every offer so made.

17. Equity securities that the Company has offered to allot to a holder of shares may be allotted to him, or anyone in whose favour he has renounced his right to their allotment, without contravening Article 16.

18. The offer made in this Article may be made in either hard copy or by electronic communication.

19. The offer must state a period during which it may be accepted and the offer shall not be withdrawn before the end of that period.

20. The period referred to in Article 19 above must be a period of at least 21 days or such other period of time as required from time to time, in the case of companies incorporated in the United Kingdom, by section 562(5) of the UK Companies Act 2006, beginning:

(a) in the case of an offer made in hard copy form, with the date on which the offer is sent or supplied; or

(b) in the case of an offer made by way of electronic communication, with the date on which the offer is sent.

21. The provisions of Articles 16 to 20 do not apply in relation to:

(a) the allotment of:

i. bonus shares;

ii. equity securities if these are, or are to be, wholly or partly paid up otherwise than in cash; and

iii. equity securities which would, apart from any renunciation or assignment of the right to their allotment, be held under an employee share scheme.

22. The Company may from time to time resolve by Special Resolution, referring to this Article 22, that the Board be given power to allot equity securities for cash and, on the passing of the resolution, the Board shall have the power to allot (pursuant to that authority) equity securities for cash as if Articles 16 to 20 above did not apply to:

(a) a specified allotment of equity securities to be made pursuant to that authority; and/or

(b) to the allotment with such modifications as may be specified in the resolution, and unless previously revoked that power shall expire on the date (if any) specified in the resolution or, if no date is specified, 15 months after the date on which the resolution is passed or if earlier at the conclusion of the next annual general meeting of the Company but the Company may before the power expires make an offer or agreement which would or might require equity securities to be allotted after it expires.

23. In this Article 23 and Articles 16 to 22:

(a) "employee share scheme" means any employee and/or executive incentive plan or scheme established for the benefit of employees and/or executives and their relations (as determined in accordance with such plans or schemes) of the Company and/or any of its direct or indirect subsidiaries (whether or not such plan or scheme is open to all employees, executives or relations or not) and which is operated either by the Company or any of its direct or indirect subsidiaries or by a third party on their behalf and under the terms of which employees and/or executives and their relations may acquire and/or benefit from shares or any interest therein, whether directly, or pursuant to any option over shares granted to them or otherwise;

(b) "equity securities" has the same meaning as defined in section 560 of the UK Companies Act 2006, as if the Company were incorporated in England and Wales; and

(c) "relevant securities" means:

i. shares in the Company other than shares allotted in pursuance of any employee share scheme; and

ii. a right to subscribe for, or to convert any security into, shares (other than shares allotted in pursuance of any employee share scheme), and a reference to the allotment of relevant securities includes the grant of such a right but not the allotment of shares pursuant to such a right.

24. Subject to the provisions of the Law, 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.

25. The Company may exercise all powers of paying commissions or brokerage conferred or permitted by the Law. Subject to the provisions of the Companies Law, 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.

26. 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 holderʹs absolute right to the entirety of the share (or fractional part of the share).

27. The Board may at any time after the allotment of a share but before a person has been entered into the Register of Members as the holder of such share, recognise a renunciation of the share by the allottee in favour of another person and may grant to another allottee a right to effect renunciation on such terms and conditions as the Board thinks fit.

28. Notwithstanding that any such power or resolution has expired, the Board may allot Equity Securities in pursuance of an offer or agreement previously made by the Company, if the power or resolution enabled the Company to make an offer or agreement which would or might require Equity Securities to be allotted after it expired.

29. Subject to the Law, any of these Articles relating to authority, pre­emption rights or otherwise, any direction that may be given by the Company in general meeting and, where applicable, the AIM Rules and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to par value.

30. Subject to these Articles the Board may issue warrants conferring the right upon the holders thereof to subscribe for any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

31. Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

REGISTER OF MEMBERS

32. The Company shall keep in one or more books a Register of Members (the “Principal Register”) and shall enter therein the following particulars, that is to say:

(a) the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares;

(b) the date on which each person was entered in the Register of Members; and

(c) the date on which any person ceased to be a Member.

33. Subject to the Law, the Company may keep or cause to be kept in any country or territory one or more branch registers (each a “Branch Register” ) of such category or categories of Members as the Board may determine from time to time.

34. The Principal Register and any Branch Register, as the case may be, shall be open to inspection on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Principal Register and any Branch Register may, subject to compliance with the AIM Rules, be closed for any time or times not exceeding in the whole thirty (30) days in each year.

35. Notwithstanding any other provisions in these Articles, title to any shares of the Company that are admitted to trading on AIM may be evidenced in accordance with the Law and the AIM Rules.

FIXING RECORD DATE

36. The Directors may fix in advance a date as the record date for any determination of Members entitled to notice of or to vote at a meeting of the Members, or any adjournment thereof, and for the purpose of determining the Members entitled to receive payment of any dividend the Directors may, at or within ninety (90) days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.

37. If no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

SHARE CERTIFICATES

38. Every share certificate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

39. In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders

40. Where a share stands in the names of two or more persons, the person first named in the Register of Members shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

41. Every person whose name is entered, upon an allotment of shares, as a Member in the Register of Members shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out of pocket expenses as the Board from time to time determines.

42. Share certificates shall be issued within the relevant time limit as prescribed by the Law or the AIM Rules, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

43. Upon every transfer of shares the certificate (if any) held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in Article 44. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

44. The fee referred to in Article 43 above shall be an amount not exceeding the relevant maximum amount as prescribed in the AIM Rules provided that the Board may at any time determine a lower amount for such fee.

45. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as prescribed in the AIM Rules to be the maximum fee payable or such lesser sum as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed.

46. Notwithstanding anything herein contained, any class of shares may be held in uncertificated form and title to such shares may be transferred in accordance with the Law, the Regulations and the AIM Rules. Any provision in these Articles which is in any respect inconsistent with the holding of shares of any class in uncertificated form and the transfer of title to such shares shall not apply.

47. The Directors have the power to implement and/or approve any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title and transfer of interests in shares in the capital of the Company in the form of depository interests or similar interests or securities under a Relevant System and, to the extent that such arrangements are so implemented, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer thereof or the shares in the capital of the Company represented thereby. The Directors may from time to time take such actions and do such things as they may, in their absolute discretion, think fit in relation to the operation of any such arrangements.

CALL ON SHARES; FORFEITURE OF SHARES

48. The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their Shares (whether on account of the nominal value of the Shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each Member shall (subject to receiving at least fourteen (14) day notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed as the Directors may determine. A call may be made payable by installments. A call shall be deemed to have been made at the time when the resolution of the Directors authorizing such call was passed. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

49. If a sum called in respect of a Share is not paid before or on a day appointed for payment thereof, the Persons from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest either wholly or in part.

50. 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 or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in the case of nonpayment all the relevant provisions of these Articles as to payment of interest forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

51. The Directors may, on the issue of Shares, differentiate between the holders as to the amount of calls or interest to be paid and the times of payment.

52. If a Member fails to pay any call or installment of a call or to make any payment required by the terms of issue on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call, installment or payment remains unpaid, give notice requiring payment of so much of the call, installment or payment as is unpaid, together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such nonpayment. Such notice shall name a day (not earlier than the expiration of fourteen days from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of nonpayment at or before the time appointed the Shares in respect of which such notice was given will be liable to be forfeited.

53. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited Share and not actually paid before the forfeiture.

54. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

55. A Person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture were payable by him to the Company in respect of the Shares together with interest thereon, but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the Shares.

56. A certificate in writing under the hand of one Director or the Secretary of the Company that a Share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the Share. The Company may receive the consideration given for the Share on any sale or disposition thereof and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and he shall thereupon be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

57. The provisions of these Articles as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the nominal value of the Share or by way of premium as if the same had been payable by virtue of a call duly made and notified.

LIEN ON SHARES

58. The Company shall have a first and paramount lien and charge on all Shares (whether fully paid­up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.

59. The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, but no sale shall be made unless a 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 such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder or holders for the time being of the Share, or the person, of which the Company has notice, entitled thereto by reason of his death or bankruptcy.

60. To give effect to any such sale the Directors may authorize some person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered 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.

61. The proceeds of such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, 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.

TRANSFER OF SHARES

62. Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in any other form approved by the Board. An instrument of transfer need not be under Seal.

63. In respect of shares that are admitted to trading on AIM, any Member may transfer all or any of his shares in accordance with the Law, the Regulations and the AIM Rules by means of a Relevant System, including CREST.

64. The instrument of transfer shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up), by or on behalf of the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Article 62, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. Nothing in these Articles shall preclude the Board from recognizing a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

65. The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share that is not fully paid up to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, unless:

(a) it is in respect of a share which is fully paid up;

(b) it is in respect of a share on which the Company has no lien;

(c) (if applicable) a fee of such maximum sum as prescribed in the AIM Rules to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

(d) it is in respect of only one class of share;

(e) it is in favour of a single transferee or not more than four transferees;

(f) the instrument of transfer is lodged at the Registered Office or such other place at which the Register of Members is kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument o transfer is executed by some other person on his behalf, the authority of that person so to do); and

(g) if applicable, the instrument of transfer is duly and properly stamped, provided that 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.

66. No transfer shall be made to a minor, to a bankrupt or to a person of unsound mind or under any other legal disability.

67. The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Principal Register to any Branch Register or any share on any Branch Register to the Principal Register or any other Branch Register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

68. Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Principal Register shall be transferred to any Branch Register nor shall shares on any Branch Register be transferred to the Principal Register or any other Branch Register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a Branch Register, at the relevant Registration Office, and, in the case of any shares on the Principal Register, at the Registered Office or such other place at which the Principal Register is kept in accordance with the Law.

69. If the Board refuses to register a transfer of any share, it shall, within two (2) months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

70. Where any class of shares is a participating security and the Company is entitled under the Law, these Articles or any applicable regulations to sell, transfer, dispose of, forfeit, re­allot, accept the surrender of or otherwise enforce a lien over a share held in uncertificated form without an instrument of transfer, the Company shall be entitled, subject to the Law, these Articles, any applicable regulations and the facilities and requirements of the Relevant System:

(a) 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;

(b) 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;

(c) 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

(d) to take any action that the Board considers appropriate to achieve the sale, transfer, disposal of, forfeiture, re­allotment or surrender of that share or otherwise to enforce a lien in respect of it.

71. The Directors shall, subject always to the Law, any other applicable laws and regulations and the facilities and requirements of any Relevant System concerned and these Articles, have power to implement and/or approve any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and transfer of interests in shares in the capital of the Company in the form of depository interests or similar interests, instruments or securities, and to the extent such arrangements are so implemented, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer thereof or the shares in the capital of the Company represented thereby. The Directors may from time to time take such actions and do such things as they may, in their absolute discretion, think fit in relation to the operation of any such arrangements.

72. The registration of transfers of shares or of any class of shares may be suspended at such times and for such period as the Directors may from time to time determine and either generally or in respect of any class of shares provided that the Register of Members shall not be closed for more than thirty (30) days in any year.

REDEMPTION AND REPURCHASE OF SHARES

73. Subject to the provisions of the Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. Subject to the provisions of the Law, the Directors may authorize the redemption or purchase by the Company of its own Shares in such manner and on such terms as they think fit. Subject to the provisions of the Law, the Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Law, including out of capital and may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Law, including out of capital.

VARIATION OF RIGHTS OF SHARES

74. If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

(a) the Members holding two thirds (2/3) of the issued Shares of that class consent in writing to the variation; or

(b) the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class.

For such purposes the Directors may in their discretion treat more than one class of shares as forming one class, if they consider that all such classes would be affected in the same way by the proposals under consideration.

75. For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that:

(a) the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and

(b) any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorized representative, may demand a poll.

76. The rights conferred upon the holders of the Shares shall not, unless otherwise expressly provided by the terms of issue of the Shares, be deemed to be varied by the creation or issue of further Shares ranking senior thereto or pari passu therewith.

COMMISSION ON SALE OF SHARES

77. The Company may, with the approval of the Board, so far as the Law permits, pay a commission to any Person in consideration of his or her subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash or the issue of fully or partly paid­ up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

NON ­RECOGNITION OF INTERESTS

78. The Company shall not be bound by or compelled to recognize in any way (even when having notice thereof) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Law) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

TRANSMISSION OF SHARES

79. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognized by the Company as having any title to his interest in the shares; but nothing in this Article 79 will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

80. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or Registered Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.

81. A person becoming entitled to a share by reason of the death or bankruptcy or winding up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 127 being met, such a person may vote at meetings.

DISCLOSURE OF VOTING RIGHTS IN SHARES

82. For as long as the Company’s shares are admitted to trading on AIM:

(a) the provisions of Chapter 5 of the Disclosure and Transparency Rules (as amended from time to time) (“DTR 5”) of the UK Financial Conduct Authority Handbook, as amended and varied from time to time (the “FCA Handbook”) shall be deemed to be incorporated by reference into these Articles and accordingly the vote holder and issuer notification rules set out in DTR 5 shall apply to the Company and each holder of shares or securities of the Company or Financial Instruments in which he has a legal or beneficial interest or interests (whether direct or indirect) in the issued shares of the Company;

(b) notwithstanding the time limits for disclosure set out in DTR 5, the Company is required by Rule 17 of the AIM Rules to announce via a Regulatory Information Service, all the information contained in any vote holder notification “without delay”;

(c) for the purposes of the incorporation by reference of DTR 5 into these Articles and the application of DTR 5 to the Company and each holder of shares of the Company, the Company shall (for the purposes of this Article 82 only) be deemed to be an “issuer”, as such term is defined in DTR 5 (and not, for the avoidance of doubt, a “non­UK issuer”, as such term is defined in DTR 5);

(d) For the purposes of this Article 82 only, defined terms in DTR 5 shall bear the meaning set out in DTR 5, and if the meaning of a defined term is not set out in DTR 5, the defined term shall bear the meaning set out in the Glossary to the FCA Handbook (in such case, read as the definition applicable to DTR 5); and

(e) if the Company determines that a holder of shares of the Company has not complied with the provisions of DTR 5 as set forth above (a “Defaulting Holder”) with respect to some or all of such shares held by such holder, the Company shall have the right to deliver a Direction Notice to the Defaulting Holder in accordance with the provisions of Article 87, save that any such Direction Notice shall cease to have effect on the date that is not more than seven

(7) days after the Company has determined that the Defaulting Holder has cured the non­compliance with the provisions of DTR 5; provided, however, that the Company may at any time by subsequent written notice cancel or suspend the operation of such a Direction Notice.

83. For as long as the Company’s shares are admitted to trading on AIM and in order for the Company to comply with its disclosure obligations under the AIM Rules:

(a) a Significant Member shall, without delay (and in any event within two business days) after becoming, or becoming aware that he is, a Significant Member give notice in writing to the Company stating his name and address, full particulars of the shares or securities in the Company or Financial Instruments in which he has a legal or beneficial interest or interests (whether direct or indirect) in the issued shares of the Company, full particulars of each such interest or such voting rights, the circumstances by reason of which he has acquired that interest or the voting rights and such other particulars as may be prescribed by the AIM Rules and/or the rules of any competent regulatory authority, as the case may be and from time to time. Each Member is also required, to the extent that he is lawfully able to do so, to notify the Company if any other person acquires or ceases to have a notifiable interest of which he is the registered Member, or, if unable lawfully to provide such notification, to use his reasonable endeavours to procure that such other person makes notification of his interests to the Company. (The provisions of Articles 82 to 92 shall not apply to a Member which is a Member solely by reason of its role as a depository);

(b) the Board has power by notice in writing to require a person, whom it knows or has reasonable cause to believe to have, or to have had in the previous three (3) years, an interest in the shares or voting rights within a reasonable period not being more than five (5) business days to confirm or deny such interest and to give such further information, as may be requested including, where such an interest exists, the identity of any person other than the person to whom the notice is addressed who has an interest in the shares or voting rights and the nature of such interest and any documents to verify the identity of the holder of the shares giving rise to the voting rights;

(c) where there is a Relevant Change, a Significant Member shall give notice in writing to the Company stating the following information without delay (and in any event within two business days) after he becomes aware of such a change:

i. the name and address of the Significant Member;

ii. the date on which the Relevant Change was effected;

iii. the nature of the transaction and the reason for the notification;

iv. the thresholds that were crossed;

v. the price, amount and class of the shares and/or Financial Instruments involved, including the voting rights attached to the relevant shares and/or Financial Instruments before and after the Relevant Change was effected;

vi. the nature and extent of the Significant Member’s interest in the transaction, including the chain of indirect holdings of shares of Financial Instruments through which the voting rights and/or the Financial Instruments are effectively held; and

vii. such other particulars as may be prescribed by the AIM Rules and/or the rules of any competent regulatory authority from time to time.

84. For the purposes of Article 83, and the definitions of “Relevant Change” and “Significant Member”, references to an interest in shares, securities or Financial Instruments shall include a direct or an indirect holding of the voting rights of any class of shares or securities and a person will be an indirect holder of voting rights to the extent that he is entitled to acquire, to dispose of, or to exercise voting rights in respect of them in any of the following cases or a combination of them:

(a) voting rights held by a third party with whom that person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the Company;

(b) voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights in question;

(c) voting rights attaching to shares which are lodged as collateral with that person provided that person controls the voting rights and declares its intention of exercising them;

(d) voting rights attaching to shares in which that person has the life interest;

**(e) voting rights which are held, or may be exercised within the meaning of Articles 84(a) to (d) or Articles 84(f) and (g) by a firm undertaking investment management, or by a management company, or by an undertaking controlled by that person;

(f) voting rights attaching to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the Member(s);

(g) voting rights held by a third party in his own name on behalf of that person;

(h) voting rights which that person may exercise as a proxy where that person can exercise the voting rights at his discretion in the absence of specific instructions from the Member(s); and

(i) voting rights held by a depository where that person holds the underlying depository interests in respect thereof.

85. The obligations contained in Articles 83 and 84 shall be modified in respect of any Member who is of a type described in Chapter 5.1.3 to 5.1.5 (inclusive) of the Disclosure and Transparency Rules Sourcebook of the FCA Handbook as if the Company were classified as an “issuer” whose “Home State” is the UK, such that the relevant provisions of Chapter 5.1.3 to 5.1.5 (inclusive) shall apply to such Members in place of the obligations contained in Articles 83 and 84.

86. The Board may be required to exercise its powers under Article 83(b) on the requisition of the Members holding at the date of the deposit of the requisition not less than one­ tenth of the voting rights of the Company as carries at that date the right of voting at general meetings of the Company. The requisition must:

(a) state that the requisitionists are requiring the Company to exercise its powers under this Article;

(b) specify the manner in which they require those powers to be exercised;

(c) give reasonable grounds for requiring the Company to exercise those powers in the manner specified; and

(d) must be signed by the requisitionists and deposited at the Registered Office or the head office of the Company.

The requisition may consist of several documents in like form each signed by one or more requisitionists. On the deposit of a requisition complying with this Article 86 it is the Board’s duty to exercise its powers under Article 83(b) in the manner specified in the requisition.

87. Any person who has given notice of an interested party in accordance with Article 83(a) who subsequently ceases to have any person interested in his shares or has any other person interested in his shares shall notify the Company in writing of the cessation or change in such interest and the Board shall promptly amend the register of interested persons accordingly.

88. If any Member, or any other person appearing to be interested in shares held by such Member, fails to make the required notification under Article 83(a) or has been duly served with a notice referred to in Article 83(b) and is in default for the prescribed period in supplying to the Company the information thereby required, then the Directors may in their absolute discretion at any time thereafter serve a notice (a “Direction Notice”) upon such Member as follows:

(a) a Direction Notice may direct that, in respect of the shares in relation to which the default occurred (the “Default Shares”) (which expression shall include any further shares which are issued in respect of such shares), the Member shall not be entitled to be present or to vote at any general meeting either personally or by proxy or to exercise any other rights conferred by membership in relation to meetings of the Company; and

(b) where the Default Shares represent at least 0.25 per cent. of the issued shares of the Company, then the Direction Notice may additionally direct that:

i. in respect of the Default Shares, any dividend or other money which would otherwise be payable on such shares shall be retained by the Company without any liability to pay interest thereon when such money is finally paid to the Member; and/or

ii. no transfer of any of the Default Shares held by such Member shall be registered unless:

1. the Member is not himself in default as regards supplying the information required; and

2. the transfer is of part only of the Member’s holding and when presented for registration is accompanied by a certificate of the Member in a form satisfactory to the Directors to the effect that after due and careful enquiry the Directors are satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer.

89. The Company shall send to each other person appearing to be interested in the shares the subject of any Direction Notice a copy of the Direction Notice, but the failure or omission by the Company to do so shall not invalidate such Direction Notice. Neither the Company nor the Directors shall in any event be liable to any person as a result of the Directors having imposed any restrictions pursuant to Article 87 if the Directors have acted in good faith.

90. Any Direction Notice shall have effect in accordance with its terms for so long as the default in respect of which it was issued continues. Any Direction Notice shall cease to have effect in relation to any shares which are transferred by such Member by means of an approved transfer. The Directors may at any time give notice cancelling a Direction Notice, in whole or in part, or suspending, in whole or part, the imposition of any restrictions contained in the Direction Notice for a given period.

91. For the purposes of Article 87:

(a) a person shall be treated as appearing to be interested in any shares if the Member holding such shares has given to the Company a notification which either:

i. names such person as being so interested; or

ii. fails to establish the identities of those interested in the shares and (after taking into account the said notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;

(b) the prescribed period in respect of any particular Member is fourteen (14) days from the date of service of the said notice;

(c) a transfer of shares is an approved transfer if, but only if:

i. it is a transfer of shares to an offer or by way or in pursuant of acceptance of a takeover offer for the Company; or

ii. the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with a Member and any other persons appearing to be interested in such shares and the transfer results from a sale made through a recognized investment exchange (being an exchange in respect of which a recognition order has been made by the UK Financial Conduct Authority) or any stock exchange inside or outside the UK on which the Company’s shares are normally traded (apart from any sale resulting from matching bargains) through the relevant market.

92. Reference to a person being in default in supplying to the Company the information required by a Direction Notice includes:

(a) reference to his having failed or refused to give all or any part of it; and

(b) reference to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular.

UNTRACEABLE MEMBERS

93. Without prejudice to the rights of the Company under Article 88, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered, when reasonable enquiries have failed to establish a new address for the Member.

94. The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

(a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;

(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

(c) the Company has given notice to, and caused advertisement in newspapers published daily and circulating generally in UK of its intention to sell such shares and a period of three (3) months has elapsed since the date of such advertisement and the London Stock Exchange has been notified of such intention.

95. For the purpose of the foregoing, the “relevant period” means the period commencing twelve years before the date of publication of the advertisement referred to in Article 94(c) and ending at the expiry of the period referred to in that Article.

96. To give effect to any such sale the Board may authorize some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser 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 relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL

97. The Company may by Ordinary Resolution:

(a) increase the share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

(b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

(c) convert all or any of its paid­up shares into stock, and reconvert that stock into paid­up shares of any denomination;

(d) by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value;

(e) cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any Person; and

(f) perform any action not required to be performed by Special Resolution.

98. Subject to the provisions of the Law and the provisions of these Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:

(a) change its name;

(b) alter or add to these Articles;

(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

(d) reduce its share capital and any capital redemption reserve fund.

REGISTERED OFFICE

99. Subject to the provisions of the Law, the Company may by resolution of the Directors change the location of its Registered Office.

GENERAL MEETINGS

100. All general meetings other than annual general meetings shall be called extraordinary general meetings.

101. The Company shall in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings, the report of the Directors (if any) shall be presented. Not more than fifteen (15) months shall elapse between the date of one annual general meeting and that of the next.

102. The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company. A Members requisition is a requisition of Members of the Company holding, on the date of deposit of the requisition, not less than ten percent (10%) of the paid up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company.

103. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

104. If the Directors do not within twenty ­one (21) days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty ­one (21) days, the requisitionists, or any of them representing more than one ­half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three (3) months after the expiration of the said twenty ­one (21) days.

105. A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

106. At least fourteen (14) clear days’ notice shall be given of any general meeting unless such notice is waived either before or at such meeting by the Members (or their proxies) holding a majority of the aggregate voting power of the Ordinary Shares entitled to attend and vote thereat. Every notice shall be exclusive of the day on which it is given or deemed to be given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed by the Members (or their proxies) holding a majority of the aggregate voting power of the Ordinary Shares entitled to attend and vote thereat.

107. The accidental omission to give notice of a general meeting to, or the non­receipt of notice of a meeting by, any Person entitled to receive notice shall not invalidate the proceedings of that meeting.

108. The officer of the Company who has charge of the Register of Members of the Company shall prepare and make, at least two (2) days before every general meeting, a complete list of the Members entitled to vote at the general meeting, arranged in alphabetical order, and showing the address of each Member and the number of shares registered in the name of each Member. Such list shall be open to examination by any Member for any purpose germane to the meeting, during ordinary business hours, for a period of at least two (2) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Member of the Company who is present.

PROCEEDINGS AT GENERAL MEETINGS

109. At any general meeting two or more persons present in person and representing in person or by proxy throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time.

110. A Person may participate at a general meeting by conference telephone or other communications equipment by means of which all the Persons participating in the meeting can communicate with each other. Participation by a Person in a general meeting in this manner is treated as presence in person at that meeting.

111. A resolution in writing (in one or more counterparts) shall be as valid and effective as if the resolution had been passed at a duly convened and held general meeting of the Company if:

(a) in the case of a Special Resolution, it is signed by all Members required for such Special Resolution to be deemed effective under the Law; or

(b) in the case of any resolution passed other than as a Special Resolution, it is signed by the Members for the time being who are entitled to receive notice of and to attend and vote at general meetings (or, being companies, by their duly authorized representative) and collectively hold no less than the minimum number of votes that would be required to authorize or take such action at a general meeting at which all Shares entitled to vote thereon were present and voted.

112. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any general meeting, the Members (or their proxies) holding a majority of the aggregate voting power of all of the Shares of the Company represented at the meeting may adjourn the meeting from time to time, until a quorum shall be present or represented.

113. The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he or she shall not be present within ten (10) minutes after the time appointed for the holding of the meeting, or is unwilling or unable to act, the Directors present shall elect one of their number, or shall designate a Member, to be chairman of the meeting.

114. With the consent of a general meeting at which a quorum is present, the chairman may (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned, notice of the adjourned meeting shall be given as in the case of an original meeting.

115. At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Articles, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand.

116. Notwithstanding the foregoing, a poll may be demanded by the chairman of the meeting or at least one (1) or more Members who hold at least one ­tenth (1/10th) of the total issued voting shares in the Company or by at least five (5) Members present in person or by proxy.

117. Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

118. A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.

119. Where a vote is taken by poll, each person physically present in person or by proxy and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting

VOTES OF MEMBERS

120. Except as otherwise required by the Law or these Articles, the Ordinary Shares shall vote together as a single class on all matters submitted to a vote of Members.

121. In the case of joint holders of record, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

122. A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his or her committee, receiver, or other Person on such Member’s behalf appointed by that court, and any such committee, receiver, or other Person may vote by proxy.

123. No Person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class or series of Shares unless he or she is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by such Member in respect of Shares have been paid.

124. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

125. Votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting.

126. A Member holding more than one Share need not cast the votes in respect of his or her Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him or her, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he or she is appointed either for or against a resolution or abstain from voting.

127. Any person entitled under Article 81 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof. The Board shall in such a case update the Register of Members on or before the date of the general meeting.

PROXIES

128. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

129. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

130. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting or, if no place is so specified at the Registered Office not less than forty eight (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, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

131. Instruments of proxy shall be in any common form or in such other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The appointment of proxy may be contained in an electronic communication sent to such address as may be notified by or on behalf of the Company for that purpose. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

132. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used

133. Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

CORPORATE MEMBERS

134. Any corporation which is a Member may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorized shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorized is present thereat.

(a) Without prejudice and in addition to the foregoing, where a Member is a depository (or its nominee(s) and, in each case, being a corporation), it may authorize such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorization shall specify the number and class of shares in respect of which each such representative is so authorized. Each person so authorized under the provisions of this Article 134 shall be entitled to exercise the same rights and powers on behalf of the depository (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the depository (or its nominee) in respect of the number and class of shares specified in the relevant authorization including the right to vote individually on a show of hands.

(b) Any reference in these Articles to a duly authorized representative of a Member being a corporation shall mean a representative authorized under the provisions of this Article 134.

WRITTEN RESOLUTIONS OF MEMBERS

135. A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Articles, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a Special Resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last Member to sign, and where the resolution states a date as being the date of his signature thereof by any Member the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant Members.

SHARES THAT MAY NOT BE VOTED

136. Shares in the Company that are beneficially owned by the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

BOARD OF DIRECTORS

137. The following provisions of this Article 137 apply in relation to the Board:

(a) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2), with the exact number determined by the Board. There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum or by a majority of them and thereafter in accordance with Articles 138 through 140 and shall hold office until their successors are elected or appointed.

(b) Subject to the Articles and the Law, the Company may by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board.

(c) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re­election.

(d) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and at meetings of all classes of shares of the Company.

(e) The Members may, at any general meeting convened and held in accordance with these Articles, by Ordinary Resolution remove a Director at any time before the expiration of his period of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

(f) A vacancy on the Board created by the removal of a Director under the provisions of Article 137(e) may be filled by the election or appointment by Ordinary Resolution of the Members at the meeting at which such Director is removed.

(g) A resolution for the appointment of two or more persons as Directors by a single resolution shall be void unless a resolution that it shall be so proposed has first been agreed to by the meeting without any vote being given against it.

(h) The Directors may by simple majority remove a Director at any time before the expiration of his period of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). The Director so removed shall be given notice in writing of his or her removal.

RETIREMENT OF DIRECTORS

138. Notwithstanding any other provisions in the Articles, at each annual general meeting one third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one third) shall retire from office by rotation.

139. A retiring Director shall be eligible for re­election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re­election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re­election or appointment and so that as between persons who became or were last re­elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Article 137(c). shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

140. No person except a retiring Director shall be elected a Director (unless recommended by the Directors for election) unless notice in writing shall be sent to the Secretary not more than twenty ­eight days and not less than seven days before the day of the meeting at which the election is to take place, signed by a Member duly qualified to attend and vote at each meeting stating the name and address of the person who offers himself or is proposed as candidate, together with a notice in writing signed by such person of his willingness to be elected.

GENERAL POWERS OF DIRECTORS

141. The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Law, the AIM Rules or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Law, the AIM Rules and of these Articles and to such regulations being

not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

142. Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers, subject to the Law and the AIM Rules:

(a) To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed;

(b) To give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration; and

(c) To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law and Article 262 of these Articles.

143. The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub delegate, and may authorize the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.

144. The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorize any such attorney to sub delegate all or any of the powers, authorities and discretions vested in him.

145. The Board may entrust to and confer upon a chief executive director, managing director, joint chief executive director, joint managing director, deputy chief executive director, deputy managing director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

146. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

147. The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and Article 148 shall include any Director or ex Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex­ employees of the Company and their dependants or any class or classes of such person.

148. The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable, and either subject or not subject to any terms or conditions, pensions or other benefits to employees and ex­employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex­employees or their dependants are or may become entitled under any such scheme or fund as mentioned in Article 147. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement.

149. The Board may establish, maintain, support and subscribe to and contribute to all kinds of trusts, funds and schemes including but without prejudice to the generality of the foregoing share option, profit sharing and share incentive schemes and enter into any other arrangement permitted by law for the benefit of such persons referred to in Article 174 or any of them or any class of them and so that any such persons referred to in Article 174 shall be entitled to receive and retain any benefit under any such trust, fund, scheme, or arrangement.

BORROWING POWERS

150. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law and the AIM Rules, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

151. Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

152. Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

153. Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

154. The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law in regard to the registration of charges and debentures therein specified and otherwise.

VACATION OF OFFICE AND REMOVAL OF DIRECTOR

155. The office of a Director shall be vacated if:

(a) resigns his office by notice in writing delivered to the Company at the Registered Office or tendered at a meeting of the Board;

(b) becomes of unsound mind or dies;

(c) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

(d) is prohibited by law from being a Director; or

(e) ceases to be a Director by virtue of any provision of the Law or is removed from office pursuant to these Articles.

PROCEEDINGS OF DIRECTORS

156. A Director may by a written instrument appoint an alternate who need not be a Director, and an alternate is entitled to attend meetings in the absence of the Director who appointed him and to vote or consent in place of the Director.

157. The quorum necessary for the transaction of business at a Board meeting shall be such number of the Directors carrying a majority of the votes that can be cast at a meeting of the Board if all of the Directors then in office were present, provided that if there is only one (1) Director for the time being in office the quorum shall be one (1), (ii) the Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit, and (iii) a resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast.

158. Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. At any meeting of the Board where a proposed resolution of the Board is put up to vote and in all other cases where any voting is to be carried out or any determination or decision is to be made by the Board of Directors, each director shall have one (1) vote.

159. A Person may participate in a meeting of the Directors or committee of the Board of Directors by conference telephone or other communications equipment by means of which all the Persons participating in the meeting can communicate with each other at the same time. Participation by a Person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting.

160. A resolution in writing (in one or more counterparts) signed by all of the Directors or all of the members of a committee of the Board of Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of the Board of Directors as the case may be, duly convened and held.

161. Meetings of the Board of Directors may be called by any Director on forty­eight (48) hours’ notice to each Director in accordance with the notice provisions for Members in Articles 246 through 251 which shall be the same for the Directors, as applicable.

162. The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

163. The Directors may elect a chairman of their board and determine the period for which he or she is to hold office, but if no such chairman is elected, or if at any meeting the chairman shall not be present within ten (10) minutes after the time appointed for holding the same, the Directors present may choose one of their members to be chairman of the meeting.

164. All acts done by any meeting of the Directors or of a committee of the Board of Directors shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and qualified to be a Director.

PRESUMPTION OF ASSENT

165. A Director of the Company who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless the Director’s dissent shall be entered in the minutes of the meeting or unless the Director shall file his or her written dissent from such action with the Person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such Person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIRECTORS’ INTERESTS

166. Subject to the Law and the AIM Rules, a Director may:

(a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;

(b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

(c) continue to be or become a director, chief executive director, managing director, joint chief executive director, joint managing director, deputy chief executive director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, chief executive director, managing director, joint chief executive director, joint managing director, deputy chief executive director, deputy managing director, executive director, manager

DIRECTORS’ INTERESTS

166. Subject to the Law and the AIM Rules, a Director may:

(a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;

(b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

(c) continue to be or become a director, chief executive director, managing director, joint chief executive director, joint managing director, deputy chief executive director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, chief executive director, managing director, joint chief executive director, joint managing director, deputy chief executive director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by the Law, the AIM Rules and these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, chief executive director, managing directors, joint chief executive director, joint managing directors, deputy chief executive director, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, chief executive director, managing director, joint chief executive director, joint managing director, deputy chief executive director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, chief executive director, managing director, joint chief executive director, joint managing director, deputy chief executive director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

167. Subject to the Law, the AIM Rules and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director discloses the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 173.

168. Save as herein provided, a Director shall not vote in respect of any contract, arrangement, transaction or any other proposal whatsoever in which he has an interest which (together with any interest of any person connected with him) is a material interest otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is prohibited from voting.

169. Notwithstanding Articles 168 and 170, a Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution including:

(a) the giving of any security or indemnity to him in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiaries;

(b) the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(c) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiaries for subscription or purchase in which offer he is or is to be interested as a participant in the underwriting or sub­ underwriting thereof;

(d) any contract, arrangement, transaction or other proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever provided that he is not the holder of or beneficially interested in ten per cent. (10%) or more of any class of the equity share capital of such company (or of a third company through which his interest is derived) or of the voting rights available to members of the relevant company (any such interest being deemed for the purpose of this Article 169 to be a material interest in all circumstances);

(e) any contract, arrangement, transaction or other proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme or employees’ share scheme under which he may benefit and which either relates to both employees and Directors or has been approved by or is subject to and conditional upon approval by Her Majesty’s Revenue and Customs for taxation purposes;

(f) any contract, arrangement, transaction or proposal concerning the adoption modification or operation of any scheme for enabling employees including full time executive Directors and/or any subsidiary to acquire shares of the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the Director benefits in a similar manner to employees and which does not accord to any Director as such any privilege not accorded to the employees to whom the scheme relates; and

(g) any arrangement for purchasing or maintaining for any officer or Auditor or any of its subsidiaries insurance against any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, breach of duty or breach of trust for which he may be guilty in relation to the Company or any of its subsidiaries of which he is a director, officer or auditor.

170. A Director shall not vote or be counted in the quorum on any resolution concerning his own appointment as the holder of any office or place of profit with the Company or any company in which the Company is interested including fixing or varying the terms of his appointment or the termination thereof.

171. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals shall be divided and considered in relation to each Director separately and in such cases each of the Directors concerned (if not debarred from voting under this Article 171) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

172. If any question shall arise at any meeting as to the materiality of a Director’s interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fully disclosed.

173. A Director who is in any way, whether directly or indirectly, interested in a transaction or arrangement with the Company shall, at the meeting of the Board at which the question of entering into the transaction is first taken into consideration (or if the Director did not at the date of that meeting know his interest existed in the transaction at the first meeting of the Board after he knows that he is or has become interested), declare in accordance with the Law the nature of his interest. For the purposes of this Article 173:

(a) a general notice given to the Board that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified;

(b) a disclosure to all other Directors to the effect that a Director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction;

(c) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his; and (d) subject to the provisions of the Law the Company may by Ordinary Resolution suspend or relax the provisions of this Article 173 to any extent or ratify any transaction not duly authorized by reason of a contravention of this Article 173.

174. The Directors may exercise the voting power conferred by the shares in any other company held or owned by the Company or exercisable by them as directors of such other company in such manner and in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors or other officers or servants of such company or voting or providing for the payment of remuneration to such officers or servants).

MINUTES

175. The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any series of Shares and of the Directors, and of committees of the Board of Directors including the names of the Directors present at each meeting.

176. Minutes shall be kept by the Secretary at such location as determined by the Board.

DELEGATION OF DIRECTORS’ POWERS

177. Subject to these Articles, the Board of Directors may establish any committees, and approve the delegation of any of their powers to any committee consisting of one or more Directors.

178. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member if such other Director’s appointment is approved or ratified by the Board of Directors.

179. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company. Each committee shall keep regular minutes and report to the Board of Directors when required. Subject to these Articles, the proceedings of a committee of the Board of Directors shall be governed by the Articles regulating the proceedings of the Board of Directors, so far as they are capable of applying.

180. The Board of Directors may also delegate to any managing Director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by such Person provided that the appointment of a managing Director shall be revoked forthwith if he or she ceases to be a Director. Any such delegation may be made subject to any conditions the Board of Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered.

181. The Directors may by power of attorney or otherwise appoint any company, firm, Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorized signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such attorneys or authorized signatories as the Directors may think fit and may also authorize any such attorney or authorized signatory to delegate all or any of the powers, authorities and discretions vested in him or her.

182. Subject to these Articles, the Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of an officer’s appointment, an officer may be removed by resolution of the Directors or Members.

NO MINIMUM SHAREHOLDING

183. There is no minimum shareholding required to be held by a Director.

EXECUTIVE DIRECTORS

184. The Board may, from time to time, appoint any one or more of its body to be a chief executive officer, managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article shall be subject to the same provisions as to removal as the other Directors, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

185. The appointment of any Director to any other executive office shall not automatically determine if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

186. An executive Director appointed to an office under Article 184 shall receive such remuneration and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

ALTERNATE DIRECTORS

187. Any Director may at any time by notice delivered to the Registered Office or head office of the Company or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by notice signed by the appointor and delivered to the Registered Office or head office of the Company or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

188. An alternate Director shall only be a Director for the purposes of the Law and shall only be subject to the provisions of the Law insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by notice to the Company from time to time direct.

189. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

190. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re­appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re­elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.

MANAGERS

191. The Board may from time to time appoint a general manager, a manager or managers of the Company and may fix his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.

192. The appointment of such general manager, manager or managers may be for such period as the Board may decide, and the Board may confer upon him or them all or any of the powers of the Board as they may think fit.

193. The Board may enter into such agreement or agreements with any such general manager, manager or managers upon such terms and conditions in all respects as the Board may in their absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.

OFFICERS

194. The officers of the Company shall consist of a chairman, deputy chairman (if determined by the Board), the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles.

195. The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one (1) Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.

196. The officers shall receive such remuneration as the Directors may from time to time determine.

197. The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two (2) or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

198. The Secretary (or his delegates) shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Law, the AIM Rules or these Articles or as may be prescribed by the Board.

199. The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.

200. A provision of the Law or of these Articles requiring or authorizing a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

201. The Company shall cause to be kept in accordance with the Law a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and officers and such other particulars as required by the Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and officers as required by the Law.

AUTHENTICATION OF DOCUMENTS

202. Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Registered Office or the head office of the Company the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DESTRUCTION OF DOCUMENTS

203. The Company shall be entitled to destroy the following documents at the following times:

(a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;

(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;

(c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;

(d) any allotment letters after the expiry of seven (7) years from the date of issue thereof; and

(e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed; and it shall conclusively be presumed in favour of the Company that every entry in the Register of Members purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed here under was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:

(1) the foregoing provisions of this Article 203 shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;

(2) nothing contained in this Article 203 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and

(3) references in this Article 203 to the destruction of any document include references to its disposal in any manner.

204. Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorize the destruction of documents set out in Articles 203(a) to 203(e) and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article 204 shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

DIRECTORS’ FEES AND EXPENSES

205. Directors shall be paid out of the funds of the Company for their services subject to such limit (if any) as the Company by Ordinary Resolution may determine. The Directors shall also receive by way of additional fees for performing (in the view of the Directors or any committee of them so authorized) any special or extra services for the Company such further sums (if any) as the Directors shall determine subject to such limits (if any) as the Company by Ordinary Resolution may from time to time determine. Such fees and additional fees shall be divided among the Directors in such proportion and manner as they may determine and in default of determination equally. Such remuneration shall be deemed to accrue from day to day. The provisions of this Article 205 shall not apply to the remuneration of any Director holding executive position which shall be determined pursuant to the other provisions of these Articles.

206. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

207. Any Director who, by request of the Board, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

208. The remuneration of any Director holding executive office must, subject to the provisions of any contract between each of them and the Company, be fixed by the Directors.

SEAL

209. The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Board of Directors authorized by the Board of Directors. Every instrument to which the Seal has been affixed shall be signed by at least one Person who shall be either a Director or some officer or other Person appointed by the Directors for the purpose.

210. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

211. A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his or her signature alone to any document of the Company required to be authenticated by him or her under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

DIVIDENDS AND OTHER PAYMENTS

212. Subject to the Law, the Board may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board.

213. Dividends may be declared and paid out of the profits of the Company, realized or unrealized, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an Ordinary Resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Law.

214. Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:

(a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article 214 as paid up on the share; and

(b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

215. The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

216. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

217. Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register of Members in respect of the shares at his address as appearing in the Register of Members or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register of Members in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

218. All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

219. Whenever the Board has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

220. Whenever the Board has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

(a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:

i. the basis of any such allotment shall be determined by the Board;

ii. the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

iii. the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

iv. the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect of which the cash election has not been duly exercised (the “non­elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non­elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalize and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the subscription rights reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non­elected shares on such basis; or

(b) that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply:

i. the basis of any such allotment shall be determined by the Board;

ii. the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

iii. the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

iv. the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (the “elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalize and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the subscription rights reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

221. The shares allotted pursuant to the provisions of Article 220(a) shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of this Article 221 in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of Article 220(a) shall rank for participation in such distribution, bonus or rights.

222. The Board may do all acts and things considered necessary or expedient to give effect to any capitalization pursuant to the provisions of Article 220(a), with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorize any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

223. The Company may upon the recommendation of the Board by Ordinary Resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of Article 213 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

224. The Board may on any occasion determine that rights of election and the allotment of shares under Article 220(a) shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

225. Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article 225 shall mutatis mutandis apply to bonuses, capitalization issues, distributions of realized capital profits or offers or grants made by the Company to the Members.

RESERVES

226. The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account.

227. Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

CAPITALIZATION

228. Articles 214 to 216 shall apply to all capitalization issues other than capitalization made by the Company pursuant to the acquisition of shares by a Member in lieu of a cash dividend payment.

229. The Company may, upon the recommendation of the Board, at any time and from time to time pass an Ordinary Resolution to the effect that it is desirable to capitalize all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article 229, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

230. The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under Article 229 and in particular may issue certificates in respect of fractions of shares or authorize any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

231. The Board may resolve that no such shares shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of shares would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

SECURITY ARRANGEMENTS, ORDERLY CONDUCT AND CONFIDENTIAL INFORMATION

232. The Directors can put in place arrangements, both before and during any general meeting, which they consider to be appropriate for the proper and orderly conduct of the general meeting and the safety of people attending it. This authority includes power to refuse entry to, or remove from meetings, people who fail to comply with the arrangements.

233. The Chairman of a meeting can take any action he considers appropriate for proper and orderly conduct at a general meeting. The Chairman’s decision on points of order, matters of procedure or on matters that arise incidentally from the business of a meeting is final, as is the Chairman’s decision on whether a point or matter is of this nature.

234. Subject to any requirements of applicable laws, no shareholder at a general meeting is entitled to require disclosure of or any information about any detail of the Company’s trading, or any matter that is or may be in the nature of a trade secret, commercial secret or secret process, or that may relate to the conduct of the business of the Company, if the Directors decide it would be inexpedient in the interests of the Company to make that information public.

ACCOUNTING RECORDS

235. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Law or necessary to give a true and fair view of the Company’s affairs and to explain its transactions. The accounting records shall be kept at the Registered Office or, at such other place or places as the Board decides, and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorized by the Board or the Company in general meeting.

236. Subject to Article 234, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 101 provided that this Article 236 shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

237. Subject to due compliance with all applicable Law, rules and regulations, including, without limitation, the AIM Rules, and to obtaining all necessary consents, if any, required there under, the requirements of Article 236 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Law, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the Directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the Directors’ report thereon.

238. The requirement to send to a person referred to in Article 236 the documents referred to in that Article or a summary financial report in accordance with Article 237 shall be deemed satisfied where, in accordance with all applicable laws, rules and regulations, including, without limitation, the AIM Rules, the Company publishes copies of the documents referred to in Article 236 and, if applicable, a summary financial report complying with Article 237, on the Company’s website or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

AUDIT

239. At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall appoint an Auditor to audit the accounts of the Company and such Auditor shall hold office until the next annual general meeting. Such Auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor.

240. The Members may, at any general meeting convened and held in accordance with these Articles, by Special Resolution remove the Auditor at any time before the expiration of his term of office and shall by Ordinary Resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

241. Subject to the Law the accounts of the Company shall be audited at least once in every year.

242. The remuneration of the Auditor shall be fixed by or on the authority of the Company in general meeting or in such manner as the Members may determine.

243. If the office of Auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and fix the remuneration of the Auditor so appointed.

244. The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

245. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with International Financial Reporting Standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this fact and name such country or jurisdiction. For as long as the Company is admitted to AIM, the accounting standards used by the Company shall comply with the AIM Rules.

NOTICES

246. Any notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by facsimile transmission message or other form of electronic transmission or communication and any such notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register of Members or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the notice being duly received by the Member or may also be served by advertisement in appointed newspapers (as defined in the Law) or in newspapers published daily and circulating generally in the UK or, to the extent permitted by the applicable laws, through the Regulatory Information Service or by placing it on the Company’s website or the website of the London Stock Exchange, and giving to the Member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register of Members and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

247. Any notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website or the website of the London Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

(c) if served through the Regulatory Information Service, shall be deemed given by the Company to a Member on the day following the day the notice is given to the Regulatory Information Service; and

(d) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof.

248. Any notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register of Members as the holder of the share, and such service or delivery shall for all purposes be deemed a

sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

249. A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

250. Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register of Members shall have been duly given to the person from whom he derives his title to such share.

251. The accidental failure to send, or the non­receipt by any person entitled to, any notice of or other document relating to any meeting or other proceeding shall not invalidate the relevant meeting or other proceeding.

SIGNATURES

252. For the purposes of these Articles, a facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received.

WINDING UP

253. The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

254. A resolution that the Company be wound up by the court or be wound up voluntarily shall be a Special Resolution.

255. Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares:

(i) if the Company shall be wound up and the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such Members in proportion to the amount paid up on the shares held by them respectively; and

(ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid­up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

256. If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a Special Resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

INDEMNITY

257. Subject to the AIM Rules and to the maximum extent permitted by applicable law, the Directors, Secretary and other officers and every Auditor for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and expenses that they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own fraud or dishonesty, and no such Director or officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director or officer or trustee or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other Persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his or her office or trust unless the same shall happen through the fraud or dishonesty of such Director or officer or trustee. Except with respect to proceedings to enforce rights to indemnification pursuant to this Article, the Company shall indemnify any such indemnitee pursuant to this Article in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent provided by, and subject to the requirements of, applicable law, so long as the indemnitee agrees with the Company to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article.

258. To the maximum extent permitted by applicable law, the Directors, Secretary and other officers and every Auditor for the time being of the Company and the liquidator or trustees (if any)for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall not be personally liable to the Company or its Members for monetary damages for breach of their duty in their respective offices, except such (if any) as they shall incur or sustain by or through their own fraud or dishonesty respectively.

259. Pending the determination of any proceedings against any such Directors or officers, the Company shall be entitled to lend such amount of money and upon such terms and conditions (including interests (if any)) as the Board shall determine to the relevant Director or officer for the purposes of funding his defence against any claims where this Article 259 might apply. Any loans from the Company shall be subject to compliance by the Company with the Law and the AIM Rules.

260. Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director

FINANCIAL YEAR

261. Unless the Directors otherwise prescribe, the financial year of the Company shall end on the 31st of December in each year and, following the year of incorporation, shall begin on the 1st of January in each year.

TRANSFER BY WAY OF CONTINUATION

262. If the Company is exempted as defined in the Law, it shall, subject to the provisions of the Law and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

INFORMATION

263. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, commercial secret or secret process, or that may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the Members to communicate to the public.

264. While all or any of the shares or securities of the Company for the time being shall be admitted on AIM, there shall be forwarded to the appropriate officer or office of the London Stock Exchange such number of copies of such documents as may be required under its regulations or practice or the AIM Rules.

265. Whenever a listing on the London Stock Exchange for all or any of the shares or securities of the Company for the time being shall be in force, there shall be forwarded to the appropriate officer on the UK Listing Authority, such number of copies of such documents as may for the time being be required under its regulations or practice.

SHARE CONTROL LIMITS (TAKEOVERS)

266. Articles 267 to 269 shall apply for as long as the Company is not subject to any rules (whether having the force of law or otherwise) relating to takeovers which are prescribed by law or regulatory authorities of a competent jurisdiction(which for the avoidance of doubt shall include the City Code).

267. When (other than solely as custodian or depository (or nominee thereof) under any arrangements implemented and/or approved by the Directors):

(a) any person, whether by a series of transactions over a period of time or not, whether by himself, or with persons determined by the Board to be acting in concert with him, acquire interests in securities of the Company which, taken together with interests in securities held or acquired by persons determined by the Board to be acting in concert with him, carry thirty (30) per cent. or more of the voting rights attributable to securities of the Company; or

(b) any person who, together with persons determined by the Board to be acting in concert with him, holds not less than thirty (30) per cent, but not more than fifty

(50) per cent. of the voting rights attributable to shares or securities of the Company, acquires, whether by himself or with persons determined by the Board to be acting in concert with him, interests in securities which, taken together with interests in Securities of the Company held by persons determined by the Board to be acting in concert with him, increases the percentage of securities of the Company carrying voting rights in which he is interested; such person shall extend an offer to the holders of any other class of transferable securities carrying voting rights in accordance with Rule 9 of the City Code (“Rule 9”), as if it so applied unless the acquisition is a Permitted Acquisition. Offers for different classes of equity securities must be comparable.

268. If at any time the Board has reason to believe that any person or persons has acquired interests in securities of the Company or voting rights over such securities and has incurred an obligation to extend an offer in accordance with Article 267 but has failed so to make such an offer, the Board may do all or any of the following:

(a) require (by notice in writing) any Member to provide such information as the Board considers appropriate to determine any of the matters under Articles 267 to 269;

(b) have regard to such public filings as it considers appropriate to determine any of the matters under Articles 267 to 269;

(c) make such determinations under Articles 267 to 269 as it thinks fit, either after calling for submissions from affected Members or other persons or without calling for such submissions;

(d) determine that the voting, conversion, redemption or other rights attached to such number of securities of the Company held by such persons as the Board may determine to be held in breach of these Articles (“Excess Securities”) are from a particular time incapable of being exercised for a definite or indefinite period;

(e) determine that some or all of the Excess Securities must be sold;

(f) determine that some or all of the Excess Securities will not carry any right to any dividends or other distributions from a particular time for a definite or indefinite period; and

(g) take such other action as it thinks fit for the purposes of Articles 267 to 269 including:

i. prescribing rules (not inconsistent with Articles 267 to 269 and the provisions of the City Code as if it applied to the Company and transactions in securities of the Company);

ii. setting deadlines for the provision of information;

iii. drawing adverse inferences where information requested is not provided;

iv. making determinations or interim determinations;

v. executing documents on behalf of a Member;

vi. converting any Excess Securities held in uncertificated form into certificated form;

vii. paying costs and expenses out of proceeds of sale of interests in securities; and

viii. changing any decision or determination or rule previously made.

269. The Board has full authority to determine the application of Articles 267 to 269 including as to the deemed application of the City Code. Such authority shall include all discretion vested in the Panel as if the City Code applied to the Company including, without limitation, the determination of conditions and consents, the consideration to be offered and any restrictions on the exercise of control. Any resolution or determination of, or decision or exercise of any discretion or power by, the Board or any Director or by the chairman of any meeting acting in good faith under or pursuant to the provisions of Articles 267 to 269 shall be final and conclusive, and anything done by, or on behalf of, or on the authority of, the Board or any Director acting in good faith pursuant to the provisions of Articles 267 to 269 shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever. The Board shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with Articles 267 to 269 but shall be obliged to consult with the Company’s nominated adviser (as such term is defined in the AIM Rules) prior to taking any such decision or making any such determination or declaration and following such determination to cause to be released through the Regulatory Information Service without delay an announcement confirming such decision, determination or declaration and the views of the Company’s nominated adviser appointed in accordance with the AIM Rules (if such decision, determination or declaration is not in accordance with the decision of the Board).

270. Any one (1) or more of the Directors may act as the attorney(s) of any Member in relation to the execution of documents and other actions to be taken for the sale of Excess Securities determined by the Board under Article 268.

271. Where used in Articles 267 to 269, the phrases “acting in concert” and “voting rights” shall have the meanings ascribed to them in the City Code.

RECOMMENDED OFFER

272. In the event that the Board recommends to Members any offer made for any securities of the Company from time to time, the Board shall obtain the undertaking(s) of the offeror(s) to comply mutatis mutandis with the provisions of the City Code in the conduct and the execution of such offer as if it applied to the Company.