(State or other jurisdiction of

incorporation or organization)

Title of each class

to be registered

Name of each exchange on which

each class is to be registered

Not for trading, and only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

consolidate and divide, all or any of our share capital into shares of a larger nominal amount than the existing shares; and

sub-divide some or all of our shares into shares of a smaller nominal amount than the existing shares.

A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form;

Transfers may not be in favor of more than four joint holders; and

The share transfer form must be properly stamped or certified or otherwise shown to our board of directors to be exempt from stamp duty and must be accompanied by the relevant share certificate and such other evidence of the right to transfer as our board of directors may reasonably require.

Registration of a transfer of uncertificated shares can be refused in the circumstances set out in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time; and

Transfers may not be in favor of more than four joint holders.

directly as registered shares in uncertificated form or in certificated form in a shareholder’s name;

indirectly through Euroclear Nederland (in respect of which the Dutch Securities Giro Act is applicable);

through the Corporate Nominee Service;

through another third-party nominee or intermediary company; and

as a direct or indirect holder of an ADS.

payment of (i) any stock transfer, tax or other governmental charge, (ii) registration fees in effect for the registration of transfers of the underlying shares or other deposited securities, and (iii) any applicable depositary fees;

the production of proof satisfactory to the Depositary as to the identity of the signatory and genuineness of any signature;

such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the Deposit Agreement and the ADR as may be necessary or proper; and

compliance with such regulations as the Depositary may establish consistent with the Deposit Agreement.

proper endorsement in blank of such ADR (or duly executed instruments of transfer thereof in blank) and the Holder’s written order directing the Depositary to cause the Deposited Securities represented by the ADSs evidenced by such ADR to be withdrawn and delivered to, or upon the written order of, any person designated in such order;

payment from the depositor of ADSs or the presenter of the ADRs of a sum sufficient to reimburse it for (i) any stock transfer, tax or other governmental charge, (ii) registration fees in effect for the registration of transfers of the underlying shares or other deposited securities, and (iii) any applicable depositary fees;

the production of proof satisfactory to the Depositary as to the identity of the signatory and genuineness of any signature;

such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the Deposit Agreement and the ADR as may be necessary or proper; and

compliance with such regulations as the Depositary may establish consistent with the Deposit Agreement.

the term “Share Dispute” is defined as any action, dispute, controversy, claim or cause of action (a) between the Company and Holders and/or owners of interests in ADSs or (b) between and directly involving as named parties each of the Company, the Depositary and one or more Holders and/or owners of interests in ADSs, in each case arising out of, or relating to, this Deposit Agreement, the ADSs or the ADRs or the transactions contemplated hereby or thereby (whether in tort, in contract, under statute, including for the avoidance of doubt, any derivative claim thereunder, or otherwise), including any question regarding existence, validity, interpretation, breach or termination of the Deposit Agreement and any alleged violation of the U.S. federal securities laws;

any and all Share Disputes shall be finally and exclusively resolved by arbitration under the Rules of Arbitration rules of the International Chamber of Commerce (“ICC”) (the “ICC Rules”), as amended from time to time, which ICC Rules are deemed to be incorporated by reference into this Deposit Agreement;

the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators, to be appointed in accordance with the ICC Rules. The chairman of the tribunal must have at least 20 years’ experience as a lawyer qualified to practise in a common law jurisdiction within the Commonwealth (as constituted on 12 May 2005), and each other arbitrator must have at least 20 years’ experience as a qualified lawyer;

if any Share Dispute raises issues which are substantially the same as or connected with issues raised in a Share Dispute which has already been referred to arbitration (an “Existing Share Dispute”) or arises out of substantially the same facts as are the subject of an Existing Share Dispute (a “Related Share Dispute”), then the Tribunal appointed or to be appointed in respect of any such Existing Share Dispute shall also be appointed as the Tribunal in respect of any Related Share Dispute, save where the Tribunal considers such appointment would be inappropriate;

where, pursuant to the above provisions, the same Tribunal has been appointed in relation to two or more Related Share Disputes, the Tribunal may order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the Tribunal thinks fit;

the Tribunal shall have power to make such directions and any interim, partial or final awards as it considers just and desirable. The Tribunal, upon the request of a party to a Share Dispute, or another party which itself wishes to be joined in any reference to arbitration commenced in accordance with this Clause, may join any party to the reference to arbitration proceedings and may make a single, final award determining all Share Disputes between them;

each of the parties to the Deposit Agreement hereby agrees to be joined to any reference to arbitration proceedings in relation to any Share Dispute at the request of a party to that Share Dispute, and to accept the joinder of a party requesting to be joined pursuant to this paragraph;

the place of the arbitration shall be The Hague, The Netherlands. The language of the arbitration shall be English;

each person hereby waives, as far as permitted by law: (a) any right under the laws of any jurisdiction to apply to any court of law or other judicial authority to determine any preliminary point of law, and/or (b) any right he or she may otherwise have under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the tribunal;

the governing law applicable to such Share Dispute, including the submission to arbitration and written arbitration agreement contained in or evidenced by the Articles, shall be the substantive law of England; and

if any court of competent jurisdiction or other competent authority including for the avoidance of doubt, a court or authority in any jurisdiction which is not a signatory to the New York Convention in any jurisdiction determines that this arbitration provision is invalid or unenforceable in relation to any Share Dispute, the Company and the Holder or owner of interests in ADSs, in each case, irrevocably agree that any related proceeding, suit or action can only be brought in the courts of England and Wales and the governing law applicable to such proceedings shall be the substantive law of England.

Persons depositing or withdrawing shares must pay:

For:

•  Issuance of ADSs, including those resulting from a distribution of shares, rights or other property;

•  Cancellation of ADSs for the purpose of their withdrawal, including if the deposit agreement terminates; and

•  Distribution of securities to holders of deposited securities by the Depositary to ADS registered holders.

•  Registration and transfer of shares on the share register to or from the name of the Depositary or its agent when they deposit or withdraw shares.

•  Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement); and

•  Converting foreign currency into dollars.

•  As necessary.

Distributions will be taxed as ordinary dividends to the extent they do not exceed the Company’s current or accumulated earnings and profits (“E&P”), as calculated for US federal income tax purposes.

The current maximum rate of tax imposed on certain dividends received by non-corporate US Shareholders is 20 percent., but only if certain holding period requirements are met, the Company is a Qualified Foreign Corporation (“QFC”), and the Company is not and has not been a passive foreign investment company (a “PFIC”), as defined in the Code. The Company believes that it is a QFC, and is not and has not been a PFIC. However, there can be no assurance that the Company will continue to be considered a QFC or that the Company will not be classified as a PFIC in the future. Dividends received by non-corporate US Shareholders may also be subject to an additional tax of 3.8 percent. on net investment income.

Because the Company is not a US corporation, dividends paid on the ordinary shares generally will not be eligible for the dividends received deduction allowable to corporations under the Code.

To the extent that distributions exceed the Company’s current or accumulated E&P but do not exceed the US Shareholder’s adjusted tax basis in its ordinary shares, such distributions will be treated as a tax-free return of capital. Such distributions will reduce the US Shareholder’s adjusted tax basis in its ordinary shares on a US dollar-for-US dollar basis (thereby increasing any gain or decreasing any loss that will be realised on a future disposition of the ordinary shares).

To the extent that distributions exceed both the Company’s current or accumulated E&P and the US Shareholder’s adjusted tax basis in the ordinary shares, the US Shareholder will be taxed on such excess as if it had recognised gain on the sale or disposition of the ordinary shares (see below discussion).

Memorandum of Association of Royal Dutch Shell plc, together with a special resolution of Royal Dutch Shell plc dated May 18, 2010, (incorporated by reference to Exhibit 4.12 to the Registration Statement on Form F-3 (File No. 333-177588) of Royal Dutch Shell plc filed with the US Securities and Exchange Commission on October 28, 2011).

Articles of Association of Shell plc.

Form of Amended and Restated Deposit Agreement among Shell plc, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto (incorporated by reference to Exhibit 99.(a)(1) to the Registration Statement on Form F-6 (File No. 333-262284) filed with the U.S. Securities and Exchange Commission on January 21, 2022).

New Articles

Exclusion of other Constitutional Regulations

Definitions

The following table gives the meaning of certain words and expressions as they are used in these articles. However, the meaning given in the table does not apply if it is not consistent with the context in which a word or expression appears. At the end of these articles there is a Glossary which explains various words and expressions which appear in the text. The Glossary also explains some of the words and expressions used in the memorandum. The Glossary is not part of the memorandum or articles and does not affect their meaning.

References in these articles to a document being “signed” or to “signature” include references to it being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to it being authenticated as specified by the legislation.

References in these articles to “writing” and to any form of “written” communication include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise.

Any words or expressions defined in the legislation in force when these articles or any part of these articles are adopted will (if not inconsistent with the subject or context in which they appear) have the same meaning in these articles or that part save the word “company” includes any body corporate.

References to a meeting will not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.

Headings in these articles are only included for convenience. They do not affect the meaning of these articles.

Where these articles refer to a person who is entitled to a share by law, this means a person who has been noted in the register as being entitled to a share as a result of the death or bankruptcy of a shareholder or some other event which gives rise to the transmission of the share by operation of law.

A reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re- enacted.

Use of any gender includes the other genders.

Limited Liability

Rights of the A Shares and the B Shares

Dividend Access Arrangements relating to the B Shares

Where any amount paid by way of dividend by a subsidiary of the company is received by the dividend access trustee on behalf of any holder of B shares and paid by the dividend access trustee to such holder of B shares, the entitlement of such holder of B shares to be paid any dividend declared pursuant to these articles will be reduced by the corresponding amount that has been paid by the dividend access trustee to such holder of B shares.

Without altering the continuing effect of paragraph (A), if a dividend is declared pursuant to these articles and the entitlement of any holder of B shares to be paid its pro rata share of such dividend is not fully extinguished on the relevant payment date by virtue of a payment made by the dividend access trustee, the company has a full and unconditional obligation to make payment in respect of the outstanding part of such dividend entitlement immediately.

Where amounts are paid by the dividend access trustee in one currency and a dividend is declared by the company in another currency, the amounts so paid by the dividend access trustee will, for the purposes of the comparison required by paragraphs (A) and (B) above, be converted into the currency in which the company has declared the dividend at such rate as the board shall consider appropriate.

For the purposes of paragraphs (A) and (B), the amount that the dividend access trustee has paid to any holder of B shares in respect of any particular dividend paid by a subsidiary of the company (a “specified dividend”) will be deemed to include:

any amount that the dividend access trustee may be compelled by law to withhold;

a pro rata share of any tax that the company paying the specified dividend is obliged to withhold or to deduct from the same; and

a pro rata share of any tax that is payable by the dividend access trustee in respect of the specified dividend.

The arrangements outlined in paragraphs (A) to (D) above are terminable by the board at any time and upon any such termination occurring:

the B shares will form one uniform class with the A shares ranking pari passu in all respects; and

the A shares and the B shares will thereafter be known as ordinary shares without further distinction and any reference to A shares and/or B shares in the company (including in these articles or on any share certificate) shall, unless the context requires otherwise, be deemed to be a reference to such ordinary shares in the company. Notwithstanding any other provision of these articles, no shareholder shall be entitled to a new or replacement share certificate by virtue solely of the fact that any share certificate held by that shareholder refers to A shares or B shares.

For the purposes of this article, the dividend access trustee is to be treated as having paid an amount to a holder of B shares if a cheque, warrant or similar financial instrument in respect of that amount is properly despatched to that holder of B shares or if a payment is made through CREST, bank transfer or other electronic means.

Change of name

Rights of the Sterling Deferred Shares

on a distribution of assets of the company among its shareholders on a winding up, the holders of the sterling deferred shares will be entitled (such entitlement ranking in priority to the rights of holders of ordinary shares) to receive an amount equal to the aggregate of the capital paid up or credited as paid up on each sterling deferred share;

save as provided in paragraph (A), the holders of the sterling deferred shares will not be entitled to any participation in the profits or assets of the company;

the holders of sterling deferred shares will not be entitled to receive notice of or to attend and/or speak or vote (whether on a show of hands or on a poll) at general meetings of the company;

the written consent of the holders of three-quarters in nominal value of the issued sterling deferred shares or the sanction of a special resolution passed at a separate general meeting of the holders of the sterling deferred shares is required if the special rights and privileges attaching to the sterling deferred shares are to be abrogated, or adversely varied or otherwise directly adversely affected in any way. The creation, allotment or issue of shares or securities which rank in priority to or equally with the sterling deferred shares (or of any right to call for the allotment or issue of such shares or securities) is for these purposes deemed not to be an abrogation or variation or to have an effect on the rights and privileges attaching to sterling deferred shares;

all provisions of the articles relating to general meetings of the company will apply, with necessary modifications, to every general meeting of the holders of the sterling deferred shares;

subject to the legislation, the company will have the right at any time to redeem any such sterling deferred share (provided that it is credited as fully paid) at a price not exceeding £1 for all the sterling deferred shares redeemed at any one time (to be paid on such date as the board shall select as the date of redemption to such one of the holders (if more than one) as may be selected by lot) without the requirement to give notice to the holder(s) of the sterling deferred shares;

if any holder of a sterling deferred share to be redeemed fails or refuses to surrender the share certificate(s) or indemnity for such sterling deferred share or if the holder selected by lot to receive the redemption monies fails or refuses to accept the redemption monies payable in respect of it:

such sterling deferred share will, notwithstanding the foregoing, be redeemed and cancelled by the company; and

in the event of a failure or refusal to accept the redemption monies, the company will retain such money and hold it on trust for the selected holder without interest,

no sterling deferred share will be redeemed otherwise than out of distributable profits or the proceeds of a fresh issue of shares made for the purposes of the redemption or out of capital to the extent permitted by the legislation.

Rights Attached to Shares

Redeemable Shares

Variation of Rights

If the legislation allows this, the rights attached to any class of shares can be changed if this is approved either in writing by shareholders holding at least three quarters of the issued shares of that class by amount (excluding any shares of that class held as treasury shares) or by a special resolution passed at a separate meeting of the holders of the relevant class of shares. This is called a “class meeting”.

All the articles relating to general meetings will apply to any class meeting, with any necessary changes. The following changes will also apply:

a quorum will be present if at least one shareholder who is entitled to vote is present in person or by proxy who owns at least one-third in amount of the issued shares of the relevant class (excluding any shares of that class held as treasury shares);

any shareholder who is present in person or by proxy and entitled to vote can demand a poll; and

at an adjourned meeting, one person entitled to vote and who holds shares of the class, or his proxy, will be a quorum.

The provisions of this article will apply to any change of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this article.

Matters not Constituting Variation of Rights

Shares

the provisions of the legislation relating to authority, pre-emption rights and other matters;

the provisions of these articles;

any resolution passed by the shareholders; and

any rights attached to existing shares.

Payment of Commission

Trusts Not Recognised

Suspension of Rights Where Non-Disclosure of Interest

The company can under the legislation send out notices to those it knows or has reasonable cause to believe have an interest in its shares. In the notice, the company will ask for details of those who have an interest and the extent of their interest in a particular holding of shares. In these articles this notice is referred to as a “statutory notice” and the holding of shares is referred to as the “identified shares”.

When a person receives a statutory notice, he has 14 days to comply with it. If he does not do so or if he makes a statement in response to the notice which is false or inadequate in some important way, the company can decide to restrict the rights relating to the identified shares and send out a further notice to the holder, known as a restriction notice. The restriction notice will take effect when it is delivered. The restriction notice will state that the identified shares no longer give the shareholder any right to attend or vote either personally or by proxy at a shareholders’ meeting or to exercise any other right in relation to shareholders’ meetings.

Where the identified shares make up 0.25 per cent. or more (in amount or in number) of the existing shares of a class (calculated exclusive of any shares of that class held as treasury shares) at the date of delivery of the restriction notice, the restriction notice can also contain the following further restrictions:

the board can withhold any dividend or part of a dividend (including scrip dividend) or other money which would otherwise be payable in respect of the identified shares without any liability to pay interest when such money is finally paid to the shareholder; and

the board can refuse to register a transfer of any of the identified shares which are certificated shares unless the board is satisfied that they have been sold outright to an independent third party. The independent third party must not be connected with the shareholder or with any person appearing to be interested in the shares. Any sale through a recognised investment exchange or any other stock exchange outside the United Kingdom or by way of acceptance of a takeover offer will be treated as an outright sale to an independent third party. For this purpose, any associate (as that term is defined in section 435 of the Insolvency Act 1986) is included in the class of persons who are connected with the shareholder or any person appearing to be interested in the shares. In order to enforce the restriction in this sub-paragraph, the board can give notice to the relevant shareholder requiring him to change identified shares which are CREST shares to certificated shares by the time given in the notice and to keep them in certificated form for as long as the board requires. The notice can also say that the relevant shareholder may not change any identified shares which are certificated shares to CREST shares. If the shareholder does not comply with the notice, the board can authorise any person to instruct the Operator to change any identified shares which are CREST shares to certificated shares in the name and on behalf of the relevant shareholder.

Once a restriction notice has been given, the board is free to cancel it or exclude any shares from it at any time the board thinks fit. In addition, the board must cancel the restriction notice within seven days of being satisfied that all information requested in the statutory notice has been given. Also, where any of the identified shares are sold and the board is satisfied that they were sold outright to an independent third party, it must cancel the restriction notice within seven days of receipt of notification of the sale. If a restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld will be paid to the person who would have been entitled to them or as he directs.

The restriction notice will apply to any further shares issued in right of the identified shares. The board can also make the restrictions in the restriction notice apply to any right to an allotment of further shares associated with the identified shares.

If a shareholder receives a restriction notice, he can ask the company for a written explanation of why the notice was given, or why it has not been cancelled. The company must respond within 14 days of receiving the request.

If the company gives a statutory notice to a person it has reasonable cause to believe has an interest in any of its shares, it will also give a copy at the same time to the person who holds the shares. If the company does not do so or the holder does not receive the copy, this will not invalidate the statutory notice.

This article does not restrict in any way the provisions of the legislation which apply to failures to comply with notices under the legislation.

Uncertificated Shares

Under the uncertificated securities rules, the board can allow the ownership of shares to be evidenced without share certificates and for these shares to be transferred through CREST. The board can select and make arrangements for any class of shares to participate in CREST in this way, provided that the shares of the class are identical in all respects.

If the company has any shares in issue which are CREST shares, these articles apply to those shares, but only as far as they are consistent with:

holding shares in an uncertificated form; or

transferring shares through CREST; or

any provision of the uncertificated securities rules; or

the company exercising any of its powers or functions or doing anything through CREST,

CREST shares can be changed to become certificated shares and certificated shares can be changed to become CREST shares, provided the requirements of the uncertificated securities rules are met.

If under these articles or the legislation the company can sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over a CREST share, then, subject to these articles and the legislation, the board may:

require the holder of that CREST share by written notice to change that CREST share to a certificated share within a period specified in the notice and to keep it as a certificated share for as long as the board requires;

appoint any person to take any other steps, by instruction given through CREST or otherwise, in the name of the holder of that share as may be necessary to effect the transfer of that share and these steps will be as effective as if they had been taken by the registered holder of that share; and

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

Unless the board decides otherwise, CREST shares held by a shareholder will be treated as separate holdings from any certificated shares which that shareholder holds.

Unless the uncertificated securities rules otherwise require or the board otherwise determines, shares which are issued or created from or in respect of CREST shares will be CREST shares and shares which are issued or created from or in respect of certificated shares will be certificated shares.

The company can assume that entries on any record of securities kept by it as required by the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and therefore will not be liable in respect of anything done or not done by or on its behalf in reliance on such assumption; in particular, any provision of these articles which requires or envisages action to be taken in reliance on information contained in the register allows that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

Right to Share Certificates

When a shareholder is first registered as the holder of any class of certificated shares, he is entitled, free of charge, to one certificate for all of the certificated shares of that class which he holds. If a shareholder holds certificated shares of more than one class, he is entitled to a separate share certificate for each class. This does not apply if the legislation allows the company not to issue share certificates.

If a shareholder receives more certificated shares of any class, he is entitled, without charge, to a certificate for the extra shares.

If a shareholder transfers some of the shares represented by a share certificate, he is entitled, free of charge, to a new certificate for the balance to the extent the balance is to be held in certificated form.

Where a certificated share is held jointly, the company does not have to issue more than one certificate for that share. When the company delivers a share certificate to one joint shareholder, this is treated as delivery to all of the joint shareholders.

The time limit for the company to provide a share certificate under this article is as prescribed by the legislation or, if this is earlier, within any prescribed time limit or within a time specified when the shares were issued.

Share Certificates Sent at Holder’s Risk

Replacement of Share Certificates

If a shareholder has two or more share certificates for shares of the same class, he can ask the company for these to be cancelled and replaced by a single new certificate. The company must comply with this request.

A shareholder can ask the company to cancel and replace a single share certificate with two or more certificates for the same total number of shares. The company may, at its discretion, comply with this request.

A shareholder can ask the company for a new certificate if the original is:

damaged or defaced; or

said to be lost, stolen or destroyed.

If a certificate has been damaged or defaced, the company can require the certificate to be returned to it before issuing a replacement. If a certificate is said to be lost, stolen, destroyed or not received in the course of delivery, the company can require satisfactory evidence of this and insist on receiving an indemnity before issuing a replacement.

The board can require the shareholder to pay the company’s exceptional out-of-pocket expenses incurred in connection with the issue of any certificates under this article.

Any one joint shareholder can request replacement certificates under this article.

Execution of Share Certificates

Company’s Lien on Shares Not Fully Paid

Enforcing Lien by Sale

the money owed by the shareholder must be payable immediately;

the board must have given notice to the shareholder. The notice must state the amount of money due, it must demand payment of this sum and state that the shareholder’s shares may be sold if the money is not paid;

the notice must have been served on the shareholder or on any person who is entitled to the shares by law and can be served in any way that the board decides; and

the money has not been paid by at least 14 clear days after the notice has been served.

Application of Proceeds of Sale

Calls

make calls at any time and as often as it thinks fit;

decide when and where the money is to be paid;

decide that the money may be paid by instalments; and

revoke or postpone any call.

Timing of Calls

Liability of Joint Holders

Interest Due on Non-Payment

Sums Due on Allotment Treated as Calls

Power to Differentiate

Payment of Calls in Advance

Notice if Call or Instalment Not Paid

Form of Notice if Call or Instalment Not Paid

demand payment of the amount immediately payable, plus any interest and expenses;

give the date by when the total amount due must be paid. This must be at least 14 clear days after the date of the notice;

say where the payment must be made; and

say that if the full amount demanded is not paid by the time and at the place stated, the company can forfeit the shares on which the call or instalment is outstanding.

Forfeiture for Non-Compliance with Notice

Notice after Forfeiture

Sale of Forfeited Shares

A forfeited share becomes the property of the company and the board can sell or dispose of it on any terms and in any way that it decides. This can be with, or without, a credit for any amount previously paid up for the share. It can be sold or disposed of to any person, including the previous shareholder or the person who was previously entitled to the share by law. The board can, if necessary, authorise any person to transfer a forfeited share.

After a share has been forfeited, the directors can cancel the forfeiture, but only before the share has been sold or disposed of. This cancellation of forfeiture can be on any terms the board decides.

Arrears to be Paid Notwithstanding Forfeiture

Statutory Declaration as to Forfeiture

A director or the secretary can make a statutory declaration declaring:

that he is a director or the secretary of the company;

that a share has been properly forfeited under the articles; and

when the share was forfeited.

If such a declaration is delivered to a new holder of a share along with a completed transfer form (if one is required), this gives the buyer good title. The new shareholder does not need to take any steps to see how any money paid for the share is used. His ownership of the share will not be affected if the steps taken to forfeit, sell or dispose of the share were invalid or irregular, or if anything that should have been done was not done.

Transfer

Certificated shares

CREST shares

Entry on register

Signing of Transfer

A share transfer form for certificated shares must be signed or made effective in some other way by, or on behalf of, the person making the transfer.

In the case of a transfer of a certificated share, where the share is not fully paid, the share transfer form must also be signed or made effective in some other way by, or on behalf of, the person to whom the share is being transferred.

If the company registers a transfer of a certificated share, it can keep the transfer form.

Rights to Decline Registration of Partly Paid Shares

Other Rights to Decline Registration

Certificated shares

A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form.

Transfers cannot be in favour of more than four joint holders.

The share transfer form must be properly stamped to show payment of any applicable stamp duty or certified or otherwise shown to the satisfaction of the board to be exempt from stamp duty and must be delivered to the office, or any other place decided on by the board. The transfer form must be accompanied by the share certificate relating to the shares being transferred, unless the transfer is being made by a person to whom the company was not required to, and did not send, a certificate. The board can also ask (acting reasonably) for any other evidence to show that the person wishing to transfer the share is entitled to do so and, if the share transfer form is signed by another person on behalf of the person making the transfer, evidence of the authority of that person to do so.

CREST shares

Registration of a transfer of CREST shares can be refused in the circumstances set out in the uncertificated securities rules.

Transfers cannot be in favour of more than four joint holders.

Renunciations

No Fee for Registration

Untraced Shareholders

The company can sell any certificated shares at the best price reasonably obtainable at the time of the sale if:

a 12 year period has passed since the company first stopped making dividend payments (under any method permitted by these articles) to the relevant shareholder in accordance with article 122(A), and the company has not recommenced making such payments (using any method permitted by these articles) during that period;

after the 12 year period referred to above, the company has sent a notice to the last known address the company has for the relevant shareholder, stating that it intends to sell the shares, having used such efforts as the company considers reasonable to trace the relevant shareholder, and, if considered appropriate, used a professional asset reunification company before sending such notice; and

during the 12 year period and for three months after sending the notice referred to in (ii) above, the company has not heard from the relevant shareholder or any person entitled to the shares by law.

The company can also sell at the best price reasonably obtainable at the time of the sale any additional certificated shares in the company issued either as certificated shares or as CREST shares during the said 12 year period referred to in paragraph (A)(i) in right of any share to which paragraph (A) applies (or in right of any share so issued), if the criteria in paragraph (A)(ii) and (A)(iii) are satisfied in relation to the additional shares (but as if the words “after the 12 year period” were omitted from paragraph (A)(ii) and the words “during the 12 year period and” were omitted from paragraph (A)(iii)) and no dividend has been cashed on these shares.

To sell any shares in this way, the board can appoint anyone to transfer the shares. This transfer will be just as effective as if it had been signed by the holder, or by a person who is entitled to the shares by law. The person to whom the shares are transferred will not be bound to concern himself as to what is done with the purchase moneys nor will his ownership be affected even if the sale is irregular or invalid in any way.

The proceeds of sale will belong to the company, but it must pay an amount equal to the sale proceeds less the costs of the sale to the shareholder who could not be traced, or to the person who is entitled to his shares by law, if that shareholder, or person, asks for it unless and until forfeited under this article.

After the sale, the company must record the name of the shareholder, or (if known) the person who would have been entitled to the shares by law, as a creditor for the money in its accounts. The company will not be a trustee of the money and will not be liable to pay interest on it. The company can use the money, and any money earned by using the money, for its business or in any other way that the board decides. If no valid claim for the money has been received by the company during a period of six years from the date on which the relevant shares were sold by the company under this article, the money will be forfeited and belong to the company.

Transmission on Death

When a sole shareholder or a shareholder who is the last survivor of joint shareholders dies, his personal representatives will be the only people who will be recognised as being entitled to his shares.

If a joint shareholder dies, the surviving joint shareholder or shareholders will be the only people who will be recognised as being entitled to his shares.

However, this article does not discharge the estate of any shareholder from any liability.

Entry of Transmission in Register

Election of Person Entitled by Transmission

Subject to these articles, a person who becomes entitled to a share by law can either be registered as the shareholder or choose another person to become the shareholder.

If a person who is entitled to a certificated share by law wants to be registered as a shareholder, he must deliver or send a notice to the company saying that he has made this decision. This notice will be treated as a transfer form. All the provisions of these articles about registering transfers of certificated shares apply to it. The board has the same power to refuse to register a person entitled to certificated shares by law as it would have had to refuse to register a transfer by the person who was previously entitled to the shares.

If a person entitled to a CREST share by law wants to be registered as a shareholder, he must do so in accordance with the uncertificated securities rules. All the provisions of these articles about registering transfers of CREST shares will apply and the same power to refuse to register a person entitled to a CREST share by law will apply as would have applied to refuse to register a transfer by the person who was previously entitled to the shares.

If a person who is entitled to a certificated share by law wants the share to be transferred to another person, he must do this by signing a transfer form to the person he has selected. The board has the same power to refuse to register the person selected as it would have had to refuse to register a transfer by the person who was previously entitled to the shares.

If a person who is entitled to a CREST share by law wants the share to be transferred to another person, he must do this using CREST. The same power to refuse to register the person selected will apply as would have applied to refuse to register a transfer by the person who was previously entitled to the shares.

Rights of Person Entitled by Transmission

Where a person becomes entitled to a share by law, the rights of the registered shareholder in relation to that share will cease to have effect.

A person who is entitled to a share by law is entitled to any dividends or other money relating to the share, even though he is not registered as the holder of the share, on supplying evidence reasonably required to show his title to the share. However, the board can send written notice to the person saying the person must either be registered as the holder of the share or transfer the share to some other person. If the person entitled to a share by law does not do this within 60 days of the notice, the board can withhold all dividends or other money relating to the share until he does.

Unless he is registered as the holder of the share, the person entitled to a share by law is not entitled to:

receive notices of shareholders’ meetings or attend or vote at these meetings; or

exercise any of the other rights of a shareholder in relation to these meetings, unless the board decides to allow this.

Sub-Division

Fractions

[Not used]

Form of Notice

In addition to any requirements under the legislation and these articles, the notice for any general meeting must state:

where the meeting is to be held (the “principal meeting place”) and the location of any satellite meeting place arranged for the purposes of article 51(D), which shall be identified as such in the notice; and

details of any arrangements made for the purpose of article 51(J) (making clear that participation in those arrangements will not amount to attendance at the meeting to which the notice relates).

At the same time that notice is given for any general meeting, an announcement of the date, time and place of that meeting will, if practicable, be published in a national newspaper in The Netherlands.

Participation in General Meetings and use of Electronic Facilities and Satellite Meetings

Subject to the legislation and these articles, every shareholder can attend a general meeting in person or by proxy. Where the general meeting is to be held at more than one place, a shareholder or proxy prevented from attending at one place can attend and participate at another place.

The board can make arrangements that it, in its discretion, thinks appropriate to:

regulate the number of persons attending at a place where a general meeting (or adjourned meeting) is to be held;

ensure the safety of persons attending at that place; or

enable attendance at that meeting (or adjourned meeting),

In the case of a general meeting to which the arrangements in paragraph (B) apply, the board can, when specifying the place of the meeting:

direct that the meeting will be held at a place identified in the notice which the chair of the meeting will attend; and

make arrangements for simultaneous attendance and participation at other places by shareholders and proxies entitled to attend the meeting but excluded from it under paragraph (B) or who want to attend at one of the other places, including, for the avoidance of doubt by means of an electronic facility.

The board (or the chair of the meeting in the case of an adjourned meeting) may resolve to enable persons entitled to attend and participate in a general meeting (or an adjourned general meeting) to do so by simultaneous attendance and participation by means of an electronic facility. The shareholders present in person or by proxy by means of such electronic facility will be counted in the quorum for, and entitled to vote at, the general meeting in question.

Where the shareholders can participate at a general meeting by means of an electronic facility, any document required to be on display or available for inspection will be made available for the required period in electronic form to those persons entitled to inspect it and this will satisfy any such requirement.

The board (or the chair of the meeting in the case of an adjourned meeting) may also resolve to enable persons entitled to attend and participate in a general meeting (or an adjourned general meeting) to do so by simultaneous attendance and participation at one or more satellite meeting places anywhere in the world. The shareholders present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to vote at, the general meeting in question. The satellite meeting will be treated as taking place where the chair of the meeting is at the time of the meeting and the powers of the chair will apply to the satellite meeting.

Any general meeting at which electronic facilities are available and any satellite meeting will be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that shareholders attending the meeting by whatever means and at all the meeting places are able to:

participate in the business for which the meeting has been called;

hear all the people who speak at the meeting and at any satellite meeting; and

be heard by all other people attending and participating in the meeting.

For the purposes of this article, the right of a shareholder to participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the legislation or these articles to be made available at the meeting.

If it appears to the chair of the general meeting that the facilities at the principal meeting place or at a satellite meeting place or at any other meeting place, or if relevant any electronic facility for such general meeting, have become inadequate for the purposes referred to in paragraph (G), the chair of the general meeting may, without the consent of the meeting, interrupt or adjourn the general meeting, or change the electronic facility (or do all of these things). All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of article 60 shall apply to that adjournment.

The board may make arrangements for persons not entitled to attend a general meeting or an adjourned general meeting to be able to view and hear the proceedings of the general meeting or adjourned general meeting by the use of loudspeakers, audio-visual communications equipment or other electronic communications by attending any venue anywhere in the world. Those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any shareholder present in person or by persons at such venue to view or hear all or any of the proceedings of the meeting shall not in any way affect the validity of the proceedings of the meeting.

Subject to paragraph (A), arrangements for simultaneous attendance can include arrangements for regulating the number of persons attending at any other places.

The board’s powers and discretions under this article are delegated to the chair of the relevant general meeting.

Omission or Non-Receipt of Notice

If any notice, document or other information relating to any meeting or other proceeding is accidentally not sent or supplied, or is not received (even if the company becomes aware of such failure to send or supply or non-receipt), the meeting or other proceeding will not be invalid as a result.

A shareholder present in person or by proxy at a shareholders’ meeting is treated as having received proper notice of that meeting and, where necessary, of the purpose of that meeting.

Postponement of General Meetings

Quorum

Procedure if Quorum Not Present

This article applies if a quorum is not present within five minutes of the time fixed for a general meeting to start or within any longer period not exceeding one hour which the chair of the meeting can decide or if a quorum ceases to be present during a general meeting.

If the meeting was called by shareholders it will be cancelled. Any other meeting will be adjourned to a day (being not less than ten days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened), time and place decided on by the chair of the meeting.

One shareholder present in person or by proxy and entitled to vote will constitute a quorum at any adjourned meeting and any notice of an adjourned meeting will say this.

Security Arrangements

The board can put in place arrangements, both before and during any general meeting, which it considers to be appropriate for the proper and orderly conduct of the general meeting and the safety of people attending it including, without limitation, searches and other similar security arrangements or restrictions. This authority includes power to refuse entry to, or remove from meetings, people who fail to comply with the arrangements including any person who fails to submit to a search or other similar security arrangement or restriction.

Where a general meeting is held partly by means of an electronic facility, the board may make any arrangement and impose any requirement or restriction that is necessary to ensure the identification of those taking part by this means and the security of the electronic facility.

Chair of General Meeting

The chair will be the chair of the meeting at every general meeting, if he is willing and able to take the chair.

If the company does not have a chair, or if he is not willing and able to take the chair, a deputy chair will chair the meeting if he is willing and able to take the chair. If more than one deputy chair is present they will agree between themselves who will take the chair and if they cannot agree, the deputy chair who has been a director longest will take the chair.

If the company does not have a chair or a deputy chair, or if neither the chair nor a deputy chair is willing and able to chair the meeting, after waiting five minutes from the time that a meeting is due to start, the directors who are present will choose one of themselves to act as chair of the meeting. If there is only one director present, he will be the chair of the meeting, if he agrees.

If there is no director willing and able to be the chair of the meeting, then the persons who are present at the meeting and entitled to vote will decide which one of them is to be the chair of the meeting.

Nothing in these articles is intended to restrict or exclude any of the powers or rights of a chair of a meeting which are given by law.

Orderly Conduct

Entitlement to Attend and Speak

Each director can attend and speak at any general meeting of the company. The chair of a meeting can also allow anyone to attend and speak where he considers that this will help the business of the meeting.

All persons seeking to attend and participate in a general meeting by way of an electronic facility are responsible for maintaining adequate facilities to enable them to do so. Subject to the right of the chair to adjourn a general meeting under these articles, any inability of a person to attend or participate in a general meeting by means of electronic facility shall not invalidate the proceedings of that meeting.

Nothing in these articles authorises or allows a general meeting to be held exclusively on an electronic basis.

Adjournments

The chair of a meeting can adjourn the meeting before or after it has started, and whether or not a quorum is present, if he considers that:

there is not enough room for the number of shareholders and proxies who can and wish to attend the meeting; or

the behaviour of anyone present prevents, or is likely to prevent, the business of the meeting being carried out in an orderly way; or

an adjournment is necessary for any other reason so that the business of the meeting can be properly carried out; or

the facilities or security at the place of the meeting (or places in the case of a satellite meeting) or electronic facility provided for the general meeting have become inadequate or are otherwise not sufficient to allow the meeting to be conducted as intended.

The chair of a meeting can also adjourn a meeting which has a quorum present if this is agreed by the meeting. This can be to a time, date and place proposed by the chair of the meeting or the adjournment can be indefinite. The chair of the meeting must adjourn the meeting if the meeting directs him to. In these circumstances the meeting will decide how long the adjournment will be and where it will adjourn to. If a meeting is adjourned indefinitely, the board will fix the time, date and place of the adjourned meeting.

A reconvened meeting can only deal with business that could have been dealt with at the meeting which was adjourned.

Meetings can be adjourned more than once.

Notice of Adjournment

Amendments to Resolutions

Amendments can be proposed to any resolution if they are clerical amendments or amendments to correct some other obvious error in the resolution. No other amendments can be proposed to any special resolution.

Amendments to an ordinary resolution which are within the scope of the resolution can be proposed if:

notice of the proposed amendment has been received by the company at the office at least two working days before the date of the meeting, or adjourned meeting; or

the chair of the meeting decides that the amendment is appropriate for consideration by the meeting.

Amendments Ruled Out of Order

Votes of Shareholders

Method of Voting

The board can decide in advance of any general meeting that some or all of the resolutions to be put to the vote at a general meeting will be decided on a poll.

A resolution put to the vote at a general meeting held partly by means of an electronic facility will be decided on a poll. The poll votes may be cast by such electronic means as the board may decide are appropriate. Any such poll will be treated as having been validly demanded at the time fixed for the holding of the meeting. Subject to this, a resolution put to the vote at any general meeting will be decided on a show of hands unless the board has decided otherwise pursuant to paragraph (A) or unless a poll is demanded when, or before, the chair of the meeting declares the result of the show of hands. Subject to the legislation, a poll can be demanded by:

the chair of the meeting;

at least five persons at the meeting who are entitled to vote;

one or more shareholders at the meeting who are entitled to vote (or their proxies) and who have between them at least ten per cent. of the total votes of all shareholders who have the right to vote at the meeting; or

one or more shareholders at the meeting who have shares which allow them to vote at the meeting (or their proxies) and on which the total amount which has been paid up is at least ten per cent. of the total sum paid up on all shares which give the right to vote at the meeting.

The chair of the meeting can also demand a poll before a resolution is put to the vote on a show of hands.

A demand for a poll can be withdrawn if the chair of the meeting agrees to this.

If no poll is demanded or a demand for a poll is withdrawn, any declaration by the chair of the meeting of the result of a vote on that resolution by a show of hands will stand as conclusive evidence of the result without proof of the number or proportion of the votes recorded for or against the resolution.

The chair of the meeting can decide the manner in which any poll or vote on a show of hands is conducted.

Procedure if Poll Demanded

When Poll to be Taken

Continuance of Other Business after Poll Demand

Votes of Joint Holders

Voting on behalf of Incapable Member

No Right to Vote where Sums Overdue on Shares

Objections or Errors in Voting

If:

any objection to the right of any person to vote is made;

any votes have been counted which ought not to have been counted or which might have been rejected; or

any votes are not counted which ought to have been counted,

The company will not be obliged to check whether a proxy or representative of a corporation has voted in accordance with a shareholder’s instructions and if a proxy or representative fails to do so, this will not affect the decision of the meeting (or adjourned meeting) or poll.

Appointment of Proxies

A proxy form must be in writing, signed by the shareholder appointing the proxy, or by his attorney. Where the proxy is appointed by a company, the proxy form should either be sealed by that company or signed by someone authorised to sign it.

If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant meeting. However, if this article 73(B) applies and the company secretary is satisfied (at his sole discretion) that the member has made a genuine error in completing the proxy forms, such steps can be taken as are necessary to correct the error in accordance with the instructions of the shareholder, provided that the company secretary is satisfied (at his sole discretion) that any such steps are practicable and will not lead to disproportionate disruption to the general meeting or expense.

Receipt of Proxies

Proxy forms which are in hard copy form must be received at the office, or at any other place specified by the company for the receipt of appointments of proxy in hard copy form:

48 hours (or such shorter time as the board decides) before a meeting or an adjourned meeting;

24 hours (or such shorter time as the board decides) before a poll is taken, if the poll is taken more than 48 hours after it was demanded; or

before the end of the meeting at which the poll was demanded (or at such later time as the board decides), if the poll is taken after the end of the meeting or adjourned meeting but not more than 48 hours after it was demanded.

Proxy forms which are in electronic form must be received at the address specified by the company for the receipt of appointments of proxy by electronic means at least:

48 hours (or such shorter time as the board decides) before a meeting or an adjourned meeting;

24 hours (or such shorter time as the board decides) before a poll is taken, if the poll is taken more than 48 hours after it was demanded; or

before the end of the meeting at which the poll was demanded (or at such later time as the board decides), if the poll is taken after the end of the meeting or adjourned meeting but not more than 48 hours after it was demanded.

Providing the form appointing a proxy is received by the time specified in paragraph (A) or paragraph (B) (as appropriate), the instructions in terms of how the proxy is to vote, and in terms of the number of shares in respect of which the proxy is entitled to vote, can be amended at any time provided that the amended instructions are received at the address specified pursuant to paragraph (A) or paragraph (B) (as appropriate) at least 24 hours before the meeting or the adjourned meeting. The amended instruction must be submitted by way of a further proxy form and the provisions of article 73, relating to signature, apply equally to this further proxy form.

If the above requirements are not complied with, the proxy will not be able to act for the person who appointed him.

If more than one valid proxy form is received in respect of the same share for use at the same meeting or poll, the one which is received last (regardless of its date or the date on which it is signed) will be treated as the valid form. If it is not possible to determine the order of receipt, none of the forms will be treated as valid.

A shareholder can attend and vote at a general meeting or on a poll even if he has appointed a proxy to attend and, on a poll, vote on his behalf at that meeting or on that poll.

The proceedings at a general meeting will not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these articles, but because of a technical problem it cannot be read by the recipient.

When calculating the periods mentioned in this article, the board can decide not to take account of any part of a day that is not a working day.

Maximum Validity of Proxy

Form of Proxy

Cancellation of Proxy’s Authority

the person who appointed the proxy has died or is of unsound mind;

the proxy form has been revoked; or

the authority of the person who signed the proxy form for the shareholder has been revoked.

Separate General Meetings

[Not used]

Number of Directors

Directors’ Shareholding Qualification

Power of Company to Appoint Directors

Power of the Board to Appoint Directors

Retirement of Directors by Rotation

At every annual general meeting the following directors shall retire from office:

any director who has been appointed by the board since the last annual general meeting, and

any director who held office at the time of the two preceding annual general meetings and who did not retire at either of them, and

any director who has been in office, other than as a director holding an executive position, for a continuous period of nine years or more at the date of the meeting.

Any director who retires at an annual general meeting may offer himself for re- appointment by the shareholders.

Filling Vacancies

Power of Removal by Special Resolution

Persons Eligible as Directors

directors retiring at the meeting;

anyone recommended by a resolution of the board; and

anyone nominated by a shareholder (not being the person to be nominated) in the following way. The shareholder must be entitled to vote at the meeting. He must deliver to the office not less than six nor more than 21 days before the day of the meeting:

a letter stating that he intends to nominate another person for appointment as a director; and

written confirmation from that person that he is willing to be appointed.

Position of Retiring Directors

Vacation of Office by Directors

Any director automatically stops being a director if:

he gives the company a written notice of resignation;

he gives the company a written notice in which he offers to resign and the board decides to accept this offer;

all of the other directors (who must comprise at least three people) pass a resolution or sign a written notice requiring the director to resign;

he is or has been suffering from mental or physical ill-health and the board passes a resolution removing the director from office;

he has missed directors’ meetings (whether or not an alternate director appointed by him attends those meetings) for a continuous period of six months without permission from the board and the board passes a resolution removing the director from office;

a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally;

he is prohibited from being a director under the legislation; or

he ceases to be a director under the legislation or he is removed from office under these articles.

If a director stops being a director for any reason, he will also automatically cease to be a member of any committee or sub-committee of the board.

Alternate Directors

Any director can appoint any person (including another director) to act in his place (called an “alternate director”). That appointment requires the approval of the board, unless previously approved by the board or unless the appointee is another director. A director appoints an alternate director by sending a signed written notice of appointment to the office or to an address specified by the company or by tabling it at a meeting of the board, or in such other way as the board approves.

The appointment of an alternate director ends on the happening of any event which, if he were a director, would cause him to vacate that office. It also ends if the alternate director resigns his office by written notice to the company or if his appointor stops being a director, unless that director retires at a general meeting at which he is re-appointed. A director can also remove his alternate director by a written notice sent to the office or to an address specified by the company or tabled at a meeting of the board.

An alternate director is entitled to receive notices of meetings of the board. He is entitled to attend and vote as a director at any meeting at which the director appointing him is not personally present and generally at that meeting is entitled to perform all of the functions of his appointor as a director. The provisions of these articles regulating the meeting apply as if he (instead of his appointor) were a director. If he is himself a director, or he attends any meeting as an alternate director for more than one director, he can vote cumulatively for himself and for each other director he represents but he cannot be counted more than once for the purposes of the quorum. An alternate director’s signature to any resolution in writing of the board is as effective as the signature of his appointor, unless the notice of his appointment provides to the contrary. This article also applies in a similar fashion to any meeting of a committee of which his appointor is a member. Except as set out in this article, an alternate director:

does not have power to act as a director;

is not deemed to be a director for the purposes of these articles; and

is not deemed to be the agent of his appointor.

An alternate director is entitled to contract and be interested in and benefit from contracts, transactions or arrangements and to be repaid expenses and to be indemnified by the company to the same extent as if he were a director. However, he is not entitled to receive from the company as an alternate director any pay, except for that part (if any) of the pay otherwise payable to his appointor as his appointor may tell the company in writing to pay to his alternate director.

Executive Directors

The board or any committee authorised by the board can appoint one or more directors to any executive position, on such terms and for such period as they think fit. They can also terminate or vary an appointment at any time. The board or any committee authorised by the board will decide how much remuneration a director appointed to an executive office will receive (whether as salary, commission, profit share or any other form of remuneration) and whether this is in addition to or in place of his fees as a director.

If the board terminates the appointment, the termination will not affect any right of the company or the director in relation to any breach of any employment contract which may be involved in the termination.

Directors’ Fees

€4,000,000 a year; or

any higher sum decided on by an ordinary resolution at a general meeting.

Additional Remuneration

Expenses

Pensions and Gratuities for Directors

The board or any committee authorised by the board can decide whether to provide pensions, annual payments or other benefits to any director or former director of the company, or any relation or dependant of, or person connected to, such a person. The board can also decide to contribute to a scheme or fund or to pay premiums to a third party for these purposes. The company can only provide pensions and other benefits to people who are or were directors but

A director or former director will not be accountable to the company or the shareholders for any benefit provided pursuant to this article. Anyone receiving such a benefit will not be disqualified from being or becoming a director of the company.

Directors’ Interests

The board may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a director breaching his duty under the legislation to avoid conflicts of interest (“Conflict”).

A director seeking authorisation in respect of a Conflict must tell the board of the nature and extent of his interest in a Conflict as soon as possible. The director must give the board sufficient details of the relevant matter to enable it to decide how to address the Conflict together with any additional information which it may request.

Any director (including the relevant director) may propose that the relevant director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the board shall be effected in the same way that any other matter may be proposed to and resolved upon by the board under the provisions of these articles except that:

the relevant director and any other director with a similar interest will not count in the quorum and will not vote on a resolution giving such authority; and

the relevant director and any other director with a similar interest may, if the other members of the board so decide, be excluded from any meeting of the board while the Conflict is under consideration.

Where the board gives authority in relation to a Conflict or where any of the situations described in paragraph (F) applies in relation to a director (“Relevant Situations”):

the board may (whether at the relevant time or subsequently) (a) require that the relevant director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at directors’ meetings or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant director such other terms for the purpose of dealing with the Conflict or Relevant Situation as they think fit;

the relevant director will be obliged to conduct himself in accordance with any terms imposed by the board in relation to the Conflict or Relevant Situation;

the board may also provide that where the relevant director obtains (otherwise than through his position as a director of the company) information that is confidential to a third party, the director will not be obliged to disclose that information to the company, or to use or apply the information in relation to the company’s affairs, where to do so would amount to a breach of that confidence;

the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and

the board may revoke or vary such authority at any time but this will not affect anything done by the relevant director prior to such revocation in accordance with the terms of such authority.

If a director knows that he is in any way directly or indirectly interested in a proposed contract with the company or a contract that has been entered into by the company, he must tell the other directors of the nature and extent of that interest in accordance with the legislation.

If he has disclosed the nature and extent of his interest in accordance with paragraph (E), a director can do any one or more of the following:

have any kind of interest in a contract with or involving the company or another company in which the company has an interest;

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, including as to remuneration, as the board may decide;

alone, or through a firm with which he is associated do paid professional work for the company or another company in which the company has an interest (other than as auditor);

be or become a director or other officer of, or employed by or a party to a transaction or arrangement with, or otherwise be interested in any holding company or subsidiary company of the company or any other company in which the company has an interest; and

be or become a director of any other company in which the company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a director of that other company.

A director does not have to hand over to the company or the shareholders any benefit he receives or profit he makes as a result of anything authorised under paragraph (A) or allowed under paragraph (F) nor is any type of contract authorised under paragraph (A) or allowed under paragraph (F) liable to be avoided.

A director cannot vote or be counted in the quorum on a resolution of the board relating to appointing that director to a position with the company or a company in which the company has an interest or the terms or the termination of the appointment.

This paragraph applies if the board is considering proposals about appointing two or more directors to positions with the company or any company in which the company has an interest. It also applies if the board is considering setting or changing the terms of their appointment. These proposals can be split up to deal with each director separately. If this is done, each director can vote and be included in the quorum for each resolution, except any resolution concerning him or concerning the appointment of another director to a position with a company in which the company is interested where the director has a Relevant Interest in it.

A director cannot vote or be counted in the quorum on a resolution of the board about a contract in which he has an interest and, if he does vote, his vote will not be counted, but this prohibition will not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest is included in the following list:-

a resolution about giving him any guarantee, indemnity or security for money which he or any other person has lent or obligations he or any other person has undertaken at the request of or for the benefit of the company or any of its subsidiary undertakings;

a resolution about giving any guarantee, indemnity or security to another person for a debt or obligation which is owed by the company or any of its subsidiary undertakings to that other person if the director has taken responsibility for some or all of that debt or obligation. The director can take this responsibility by giving a guarantee, indemnity or security;

a resolution about giving him any other indemnity where all other directors are also being offered indemnities on substantially the same terms;

a resolution about the company funding his expenditure on defending proceedings or the company doing something to enable him to avoid incurring such expenditure where all other directors are being offered substantially the same arrangements;

a resolution relating to an offer by the company or any of its subsidiary undertakings of any shares or debentures or other securities for subscription or purchase if the director takes part because he is a holder of shares, debentures or other securities or if he takes part in the underwriting or sub- underwriting of the offer;

a resolution about a contract in which he has an interest because of his interest in shares or debentures or other securities of the company or because of any other interest in or through the company;

a resolution about a contract involving any other company if the director has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder in that company). This does not apply if he knows that he has a Relevant Interest in that company;

a resolution about a contract relating to a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which gives the director benefits which are also generally given to the employees to whom the fund or scheme relates;

a resolution about a contract relating to an arrangement for the benefit of employees of the company or of any of its subsidiary undertakings which only gives him benefits which are also generally given to the employees to whom the arrangement relates; and

a resolution about a contract relating to any insurance which the company can buy or renew for the benefit of directors or of a group of people which includes directors.

A director will be treated as having a Relevant Interest in a company if he holds an interest in shares representing one per cent. or more of a class of equity share capital (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights of that company. In relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise. Interests which are unknown to the director and which it is unreasonable to expect him to know about are ignored.

Where a company in which a director has a Relevant Interest is interested in a contract, the director will also be treated as being interested in that contract.

Subject to these articles, the board can exercise or arrange for the exercise of the voting rights attached to any shares in another company held by the company and the voting rights which the directors have as directors of that other company in any way that it decides. This includes voting in favour of a resolution appointing any of the directors as directors or officers of that company and deciding their remuneration. Subject to these articles, any director can also vote and be counted in the quorum as a director of the company in connection with any of these things.

If a question comes up at a meeting of the board about whether a director (other than the chair of the meeting) has an interest in a contract and whether it is likely to give rise to a conflict of interest or whether he can vote or be counted in the quorum and the director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chair of the meeting. The chair of the meeting’s ruling about any other director is final and conclusive unless the nature or extent of the director’s interest (so far as it is known to him) has not been fairly disclosed to the board. If the question comes up about the chair of the meeting, the question shall be decided by a resolution of the board. The chair of the meeting cannot vote on the question but can be counted in the quorum. The board’s resolution about the chair of the meeting is conclusive, unless the nature or extent of the chair’s interest (so far as it is known to him) has not been fairly disclosed to the board.

References in this article to

a contract include references to an existing or proposed contract and to an existing or proposed transaction or arrangement whether or not it is a contract; and

a conflict of interest include a conflict of interest and duty and a conflict of duties.

The company can by ordinary resolution suspend or relax the provisions of this article to any extent or ratify any contract which has not been properly authorised in accordance with this article.

General Powers of Company Vested in Board

The board will manage the company’s business. It can use all the company’s powers except where these articles or the legislation say that powers can only be used by the shareholders voting to do so at a general meeting. The general management powers under this article are not limited in any way by specific powers given to the board by other articles.

The board is, however, subject to:

the provisions of the legislation;

the requirements of these articles; and

any regulations laid down by the shareholders by passing a special resolution at a general meeting. If a change is made to these articles or if the shareholders lay down any regulation relating to something which the board has already done which was within its powers, that change or regulation cannot invalidate the board’s previous action.

Borrowing Powers

The board can exercise all the company’s powers:

to borrow money;

to guarantee;

to indemnify;

to mortgage or charge all or any of the company’s undertaking, property and assets (present and future) and uncalled capital;

to issue debentures and other securities; and

to give security, either outright or as collateral security, for any debt, liability or obligation of the company or of any third party.

The board must limit the borrowings of the company and exercise all voting and other rights or powers of control exercisable by the company in relation to its subsidiary undertakings so as to ensure that no money is borrowed if the total amount of the group’s borrowings then exceeds, or would as a result of such borrowing exceed, two times the company’s adjusted capital and reserves. This affects subsidiary undertakings only to the extent that the board can do this by exercising these rights or powers of control.

This limit can be exceeded if the consent of the shareholders has been given in advance by passing an ordinary resolution.

This limit does not include any borrowings owing by one member of the group to another member of the group.

Adjusted capital and reserves

the amount paid up or credited or deemed to be paid up on the company’s issued share capital (including any shares held as treasury shares); and

the amount standing to the credit of the reserves of the company (which include any share premium account, capital redemption reserve or merger reserve and retained earnings),

deduct any debit balance on retained earnings at the date of the audited balance sheet (if such a deduction has not already been made); and

make any adjustments needed to reflect any changes since the date of the audited balance sheet to the amount of paid up share capital or reserves.

Borrowings

the amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking beneficially owned otherwise than by a member of the group;

the amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys not beneficially owned by a member of the group where a member of the group has given a guarantee or indemnity for its redemption or repayment or where a member of the group may have to buy such share capital, debenture or borrowed money;

the amount outstanding under any acceptance credits opened for or in favour of any member of the group;

the principal amount of any debenture (whether secured or unsecured) issued by any member of the group which is not beneficially owned by any other member of the group;

any fixed or minimum premium payable on the final repayment of any borrowing or deemed borrowing; and

the minority proportion of moneys borrowed by a member of the group and owing to a partly-owned subsidiary undertaking.

amounts borrowed by any member of the group to repay some or all of any other borrowings of any member of the group (but this exclusion will only apply if the original debt is discharged within six months from the new borrowing);

amounts borrowed by any member of the group to finance any contract where part of the price receivable by any member of the group is guaranteed or insured by the Export Credits Guarantee Department or any other similar government department or agency (but this exclusion will only apply up to an amount equal to the amount guaranteed or insured);

amounts borrowed by, or amounts secured on assets of, an undertaking which became a subsidiary undertaking of the company after the date of the last

audited balance sheet (but this exclusion will only apply up to an amount equal to the amount of borrowing, or amounts secured on assets, of the undertaking at the time immediately after it became a subsidiary undertaking); or

the minority proportion of moneys borrowed by a partly-owned subsidiary undertaking which is not owing to another member of the group.

Any amounts in a currency other than US dollars will be translated into US dollars when calculating total borrowings. The exchange rate applied will be the exchange rate on:

the last business day before the date of the calculation; or

the last business day six months before the date of the calculation, whichever exchange rate produces the lower figure.

If the amount of adjusted capital and reserves is being calculated in connection with a transaction involving a company becoming or ceasing to be a member of the group, the amount is to be calculated as if the transaction had already occurred.

The audited balance sheet of the company will be taken as the audited balance sheet of the company prepared for the purposes of the legislation. However, if an audited consolidated balance sheet relating to the company and its subsidiary undertakings has been prepared for the same financial year, the audited consolidated balance sheet will be used instead. In that case, all references to reserves will be taken to be references to consolidated reserves.

The company can from time to time change the accounting convention applied in the preparation of the audited balance sheet, but any new convention applied must comply with the requirements of the legislation. If the company prepares a supplementary audited balance sheet applying a different convention from the main audited balance sheet, the main audited balance sheet will be taken as the audited balance sheet for the purposes of the calculations under these articles.

The group will be taken as the company and its subsidiary undertakings (if any).

For the purposes of this article the minority proportion means a proportion equal to the proportion of the issued share capital of a partly-owned subsidiary undertaking which does not belong to a member of the group.

A certificate or report by the company’s auditors:

as to the amount of the adjusted capital and reserves;

as to the amount of any borrowings; or

to the effect that the limit imposed by this article has not been or will not be exceeded at any particular time,

Agents

The board can appoint anyone as the company’s attorney by granting a power of attorney or by authorising them in some other way. Attorneys can either be appointed directly by the board or the board can give someone else the power to select attorneys. The board or the persons who are authorised by it to select attorneys can decide on the purposes, powers, authorities and discretions of attorneys. But they cannot give an attorney any power, authority or discretion which the board does not have under these articles.

The board can decide how long a power of attorney will last for and attach any conditions to it. The power of attorney can include any provisions which the board decides on for the protection and convenience of anybody dealing with the attorney. The power of attorney can allow the attorney to grant any or all of his power, authority or discretion to any other person.

The board can:

delegate any of its authority, powers or discretions to any manager or agent of the company;

allow managers or agents to delegate to another person;

remove any people appointed in any of these ways; and

cancel or change anything that it has delegated, although this will not affect anybody who acts in good faith who has not had any notice of any cancellation or change.

The ability of the board to delegate under this article applies to all its powers and is not limited because certain articles refer to powers being exercised by the board or by a committee authorised by the board while other articles do not.

Delegation to Individual Directors

The board can delegate to a director any of its powers (with power to sub-delegate). These powers can be given on terms and conditions decided on by the board either in parallel with, or in place of, the powers of the board.

The board can change the basis on which such powers are given or withdraw such powers. But if a person deals with an individual director in good faith without knowledge of the change or withdrawal, he will not be affected by it.

The ability of the board to delegate under this article applies to all of its powers and is not limited because certain articles refer to powers being exercised by the board or by a committee authorised by the board while other articles do not.

Registers

Provision for Employees

Directors’ Meetings

Notice of Directors’ Meetings

Quorum

Directors below Minimum through Vacancies

appoint further director(s) to make up the shortfall; or

convene general meetings.

Appointment of Chair

The board can appoint any director as chair or as deputy chair and can remove him from that office at any time. If the chair is at a directors’ meeting, he will chair it. In his absence, the chair will be taken by a deputy chair, if one is present. If more than one deputy chair is present, they will agree between them who should chair the meeting or, if they cannot agree, the deputy chair longest in office as a director will take the chair. If there is no chair or deputy chair present within five minutes of the time when the directors’ meeting is due to start, the directors who are present can choose which one of them will be the chair of the meeting.

References in these articles to a deputy chair include, if no one has been appointed with that title, a person appointed to a position with another title which the board designates as equivalent to the position of deputy chair.

Competence of Meetings

Voting

Delegation to Committees

The board can delegate any of its powers or discretions to committees of one or more persons. If the board has delegated any power or discretion to a committee, any references in these articles to using that power or discretion include its use by the committee. Any committee must comply with any regulations laid down by the board. These regulations can require or allow people who are not directors to be members of the committee, and can give voting rights to such people. But:

there must be more directors on a committee than persons who are not directors; and

a resolution of the committee is only effective if a majority of the members of the committee present at the time of the resolution were directors.

Unless the board decides not to allow this, any committee can sub-delegate any of its powers or discretions to sub-committees. Reference in these articles to committees include sub-committees permitted under this article.

If a committee consists of more than one person, the articles which regulate directors’ meetings and their procedure will also apply to committee meetings (if they can apply to committee meetings), unless these are inconsistent with any regulations for the committee which have been laid down under this article.

The ability of the board to delegate under this article applies to all of its powers and discretions and is not limited because certain articles refer to powers and discretions being exercised by committees authorised by the board while other articles do not.

Participation in Meetings

Resolution in Writing

Validity of Acts of Directors or Committee

Use of Seals

The board must arrange for every seal of the company to be kept safely.

A seal can only be used with the authority of the board or a committee authorised by the board.

Subject as otherwise provided in these articles or as determined by the board, every document which is sealed using the common seal must be signed by one director and the secretary, or by two directors or by one director in the presence of a witness who attests the signature or by any other person or persons authorised by the directors.

Any document to which the official seal is applied need not be signed, unless the board decides otherwise or the legislation requires otherwise, and may be impressed by mechanical means or by printing the seal or a facsimile of it on the instrument.

The board can resolve that the requirement for any counter-signature in this article can be dispensed with on any occasion.

Declaration of Dividends by Company

Payment of Interim and Fixed Dividends by Directors

pay the fixed or other dividends on any class of shares on the dates prescribed for the payment of those dividends; and

pay interim dividends on shares of any class of any amounts and on any dates and for any periods which it decides.

Calculation of Dividends

Currency of Dividends

Unless the rights attached to any shares, the terms of any shares or these articles say otherwise, a dividend or any other money payable in respect of a share can be declared and paid in whatever currency or currencies the board decides using an exchange rate or exchange rates selected by the board for any currency conversions required. The board can also decide how any costs relating to the choice of currency will be met.

The board can offer shareholders the choice to receive dividends and other money payable in respect of their shares in alternative currencies on such terms and conditions as the board may prescribe from time to time.

Amounts Due on Shares can be Deducted from Dividends

No Interest on Dividends

Payment Procedure

Any dividend or other money payable in cash relating to a share can be paid:

by inter-bank transfer or by other electronic means (including payment through CREST) directly to an account with a bank or other financial institution (or other organisations operating deposit accounts if allowed by the company) named in a written instruction from the persons entitled to receive the payment under this article, such account is to be an account in the United Kingdom unless the share on which the payment is to be made is held by Euroclear Nederland and the Securities Giro Act applies to such share;

by sending a cheque, warrant or similar financial instrument payable to the shareholder who is entitled to it by post addressed to his registered address;

by sending a cheque, warrant or similar financial instrument payable to someone else named in a written instruction from the shareholder (or all joint shareholders) and sent by post to the address specified in that instruction; or

in some other way requested in writing by the shareholder (or all joint shareholders) and agreed with the company.

In respect of the payment of any dividend or other money, the directors can decide and notify shareholders that:

one or more of the payment means described in paragraph (A) above will be used for payment and, where more than one means will be used, a shareholder (or all joint shareholders) may elect to receive payment by one of the means so notified in the manner prescribed by the directors;

one or more of such means will be used for the payment unless a shareholder (or all joint shareholders) elects for another means of payment in the manner prescribed by the directors; or

one or more of such means will be used for the payment and that shareholders will not be able to elect to receive the payment by any other means.

If:

a shareholder (or all joint shareholders) does not specify an address, or does not specify an account of a type prescribed by the directors, or does not specify other details, and in each case that information is necessary in order to make a payment of a dividend or other money in the way in which under this article the directors have decided that the payment is to be made or by which the shareholder (or all joint shareholders) has validly elected to receive the payment; or

payment cannot be made by the company using the information provided by the shareholder (or all joint shareholders),

For joint shareholders or persons jointly entitled to shares by law, payment can be made to the shareholder whose name stands first in the register. The company can rely on a receipt for a dividend or other money paid on shares from any one of them on behalf of all of them.

Cheques, warrants and similar financial instruments are sent, and payment in any other way is made, at the risk of the person who is entitled to the money. The company is treated as having paid a dividend if the cheque, warrant or similar financial instrument is cleared or if a payment is made through CREST, bank transfer or other electronic means. The company will not be responsible for a payment which is lost or delayed.

Dividends can be paid to a person who has become entitled to a share by law as if he were the holder of the share.

Uncashed Dividends

The company can stop sending dividend payments through the post, or cease using any other method of payment (including payment through CREST), for any dividend if:

for two consecutive dividends:

the dividend payments sent through the post have been returned undelivered or remain uncashed during the period for which they are valid; or

the payments by any other method have failed;

for any one dividend:

the dividend payment sent through the post has been returned undelivered or remains uncashed during the period for which it is valid; or

the payment by any other method has failed; or

only in the case of sending dividend payments through the post, the company has stopped sending notices to the relevant shareholder in accordance with article 131(E),

Subject to these articles, the company must recommence sending dividend payments if requested in writing by the shareholder or the person entitled to a share by law.

Forfeiture of Unclaimed Dividends

Dividends Not in Cash

authorise any person to sell and transfer any fractions;

ignore any fractions;

value assets for distribution purposes;

pay cash of a similar value to adjust the rights of shareholders; and/or

vest any assets in trustees for the benefit of more than one shareholder.

Scrip Dividends

The ordinary resolution can apply to some or all of a particular dividend or dividends. Or it can apply to some or all of the dividends which may be declared or paid in a specified period. The specified period must not end later than the fifth anniversary of the date on which the ordinary resolution is passed.

The board can also offer shareholders the right to request new shares instead of cash for all future dividends (if a share alternative is available), until they tell or are treated as telling the company that they no longer wish to receive new shares.

A shareholder will be entitled to A shares or B shares (as appropriate) whose total “relevant value” is as near as possible to the cash dividend he would have received (disregarding any tax credit), but not more than it. The relevant value of a share is the average value of the A shares or B shares (as applicable) for five consecutive dealing days selected by the board starting on or after the day when the shares are first quoted “ex-dividend”. This average value is worked out from the market value of the A shares or B shares (as applicable) for the relevant dealing days.

The ordinary resolution can require that the relevant value is worked out in some different way. A certificate or report by the auditors stating the relevant value of a share for any dividend will be conclusive evidence of that value.

After the board has decided how many new shares ordinary shareholders will be entitled to, it can notify them in writing of their right to opt for new shares. This notice should also say how, where and when shareholders must notify the company if they wish to receive new shares. Where shareholders have opted to receive new shares in place of all future dividends, if new shares are available, the company will not need to notify them of a right to opt for new shares. No shareholders will receive a fraction of a share. The board can decide how to deal with any fractions left over. For example, it can decide that the benefit of these fractions belongs to the company or that fractions are ignored or deal with fractions in some other way.

If a notice informing any shareholders of their right to opt for new shares is accidentally not sent or supplied or is not received (even if the company becomes aware of such failure to send or supply or non-receipt), the offer will not be invalid as a result nor give rise to any claim, suit or action.

The board can exclude or restrict the right to opt for new shares or make any other arrangements where it decides that this is necessary or convenient to deal with any of the following legal or practical problems:

problems relating to laws of any territory; or

problems relating to the requirements of any recognised regulatory body or stock exchange in any territory,

If a shareholder has opted to receive new shares, no dividend on the shares for which he has opted to receive new shares (which are called the “elected shares”), will be declared or payable. Instead, new ordinary shares will be allotted on the basis set out earlier in this article. To do this, the board will convert into capital the sum equal to the total amount of the new ordinary shares to be allotted. It will use this sum to pay up in full the appropriate number of new ordinary shares. These will then be allotted and distributed to the holders of the elected shares on the basis set out above. The sum to be converted into capital can be taken from any amount which is then in any reserve or fund or any other sum which is available to be distributed.

The new ordinary shares will rank equally in all respects with the existing fully paid up ordinary shares at the time when the new ordinary shares are allotted. But they will not be entitled to share in the dividend from which they arose, or to have new shares instead of that dividend.

The board can decide that new shares will not be available in place of any cash dividend. It can decide this at any time before new shares are allotted in place of such dividend, whether before or after shareholders have opted to receive new shares.

The board can decide how any costs relating to making new shares available in place of a cash dividend will be met. For example, it can decide that an amount will be deducted from the entitlement of a shareholder under this article.

Unless the board decides otherwise or unless the uncertificated securities rules require otherwise, any new ordinary shares which a shareholder has chosen to receive instead of some or all of his cash dividend will be:

CREST shares if the corresponding elected shares were CREST shares on the record date for that dividend; and

certificated shares if the corresponding elected shares were certificated shares on the record date for that dividend.

Unless the board decides otherwise, any new ordinary shares which a shareholder has chosen to receive instead of some or all of his cash dividend will be:

A shares if the corresponding elected shares are A shares; and

B shares if the corresponding elected shares are B shares.

The board may not proceed with any election unless the company has sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined.

Power to Capitalise Reserves and Funds

If recommended by the board, the company’s shareholders can pass an ordinary resolution to capitalise any sum which is part of any of the company’s reserves or which the company is holding as net profits.

Unless the ordinary resolution states otherwise, the board will use the sum which is capitalised by setting it aside for the ordinary shareholders on the register at the close of business on the day the resolution is passed (or another date stated in the resolution or fixed as stated in the resolution) and in the same proportions as the ordinary shareholders’ entitlement to dividends (or in other proportions stated in the resolution or fixed as stated in the resolution). The sum set aside can be used:

to pay up some or all of any amount on any issued shares which has not already been called, or paid in advance; or

to pay up in full or in part shares, debentures or other securities of the company which would then be allotted and distributed, credited as fully paid, to shareholders.

The board can appoint any person to sign a contract with the company on behalf of those who are entitled to shares, debentures or other securities under the resolution. Such a contract is binding on all concerned.

Settlement of Difficulties in Distribution

Power to Choose Any Record Date

Inspection of Records

the legislation or a proper court order gives him that right;

the board authorises him to do so; or

the shareholders authorise him to do so by ordinary resolution.

Summary Financial Statements

Method of Service

The company can send or supply any notice, document, including a share certificate, or other information to a shareholder:

by delivering it to him personally;

by addressing it to him and posting it to, or leaving it at, the shareholder’s registered address;

through CREST, where it relates to CREST shares;

as authorised in writing by the relevant shareholder;

where appropriate, by sending or supplying it in electronic form to an address notified by the relevant shareholder to the company for that purpose; or

where appropriate, by making it available on a website and notifying the shareholder of its availability in accordance with this article.

Where notices, documents or other information can, in accordance with these articles, be sent or supplied to a shareholder at his registered address or to an address given by the shareholder to the company for the purposes of communications in electronic form (or as otherwise authorised in writing by the relevant shareholder), this will be at the sole discretion of the company secretary when to do so would involve disproportionate difficulty, for example (and without limitation):

where onerous legal requirements exist in the country where the shareholder is resident in relation to any particular notice, document or other information; or

where the company secretary is not satisfied, in the circumstances, that the use of electronic communications will be secure.

For a shareholder registered on a branch register, notices, documents or other information can be posted or despatched in the United Kingdom or in the country where the branch register is kept.

Where there are joint shareholders, anything which needs to be agreed or specified in relation to any notice, document or other information to be sent or supplied to them can be agreed or specified by any one of the joint shareholders (unless the company has agreed otherwise with the joint holders). The agreement or specification of the first named joint holder will be accepted to the exclusion of the agreement or specification of the other joint shareholder(s) (unless the company has agreed otherwise with the joint holders).

If on two consecutive occasions any notice, document or other information sent or supplied to a shareholder has been returned undelivered, the company need not send or supply further notices, documents or other information to that shareholder until he has communicated with the company and supplied the company (or its agents) with a new registered address, or a postal address within the United Kingdom or The Netherlands for the service of notices and the despatch or supply of documents and other information, or has informed the company of an address for the service of notices and the sending or supply of documents and other information in electronic form. Any notice, document or other information sent by post will be treated as returned undelivered if the notice, document or other information is sent back to the company (or its agents), and any notice, document or other information sent or supplied in electronic form will be treated as returned undelivered if the company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was sent.

The company may at any time and in its sole discretion choose (a) to serve, send or supply notices, documents or other information in hard copy form alone to some or all members and (b) not to serve, send or supply a notice, document or other information to a particular shareholder where it considers this necessary or appropriate to deal with legal, regulatory or practical problems in, or under the laws of, any territory.

Record Date for Service

Service of Notices on Persons Entitled by Transmission

This article applies where a shareholder has died or become bankrupt or is in liquidation, or where someone else has otherwise become entitled by law to that shareholder’s shares, but is still registered as a shareholder. It applies whether he is registered as a sole or joint shareholder.

A person who is entitled to that shareholder’s shares by law, and who proves this to the reasonable satisfaction of the board, can give the company a postal address for the sending or supply of notices, documents and other information or an address for the purposes of communications by electronic means. If this is done, notices, documents and other information must be sent to the address provided or, where applicable, he must be notified at that address about the availability of the notice, document or other information on a website, but in each case this will be at the sole discretion of the company secretary when to do so would involve disproportionate difficulty, for example (and without limitation):

where onerous legal requirements exist in the country where the person entitled by transmission is resident in relation to any particular notice, document or other information; or

where the company secretary is not satisfied, in the circumstances, that the use of electronic communications will be secure.

Otherwise, if any notice, document or other information is sent or supplied to the shareholder named on the register, this will be valid despite his death, bankruptcy or liquidation or the fact that any other event giving rise to an entitlement to the shares by law has occurred. This applies even if the company knew about these things. If any notice, document or other information is sent or supplied in accordance with this article, there is no need to send or supply it to any other people who may be involved.

The company may at any time and in it sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all persons who are entitled to a shareholder’s shares by law and may also in it sole discretion where it considers necessary or appropriate to deal with legal, regulatory or practical problems in, or under the laws of, any territory, determine not to serve, send or supply a particular notice, document or other information to any particular such person.

Deemed Delivery

If any notice, document or other information is given, sent or supplied by the company by inland post, it is treated as being received the day after it was posted if first class post (or a service similar to first class post) was used or 48 hours after it was posted if first class post (or a service similar to first class post) was not used. If a notice or document is sent by the company by airmail, it is treated as being received 72 hours after it was posted. In proving that any notice, document or other information was given, sent or supplied, it is sufficient to show that the envelope was properly addressed and put into the postal system with postage paid.

If any notice, document or other information is left by the company at a shareholder’s registered address or at a postal address notified to the company in accordance with these articles by a shareholder or a person who is entitled to a share by law, it is treated as being received on the day it was left.

If a notice is sent through CREST, it is treated as being received when the company, or any CREST participant acting for the company, sends the issuer-instruction relating to the notice, document or other information.

If any notice, document or other information is given, sent or supplied by the company using electronic means, it is treated as being received on the day it was sent even if the company subsequently sends a hard copy of such notice, document or other information by post. In the case of any notice, document or other information made available on a website, the notice,

If any notice, document or other information is given, sent or supplied by the company by any other means authorised in writing by a shareholder, it is treated as being received when the company has done what it was authorised to do by that shareholder.

Notice When Post Not Available

Presumptions Where Documents Destroyed

The company can destroy or delete:

all transfer forms or Operator-instructions transferring shares, and documents sent to support a transfer, and any other documents which were the basis for making an entry by the company on the register, after six years from the date of registration;

all dividend and other payment instructions and notifications of a change of address or name, after two years from the date these were recorded;

all cancelled share certificates, after one year from the date they were cancelled; and

all proxy forms after one year from the date they were used if they were used for a poll, or after one month from the end of the meeting to which they relate if they were not used for a poll.

If the company destroys or deletes a document under this article, it is conclusively treated as having been a valid and effective document in accordance with the company’s records relating to the document. Any action of the company in dealing with the document in accordance with its terms before it was destroyed or deleted is conclusively treated as having been properly taken.

This article only applies to documents which are destroyed or deleted in good faith and where the company is not on notice of any claim to which the document may be relevant.

If the documents relate to CREST shares, the company must comply with any requirements of the uncertificated securities rules which limit its ability to destroy or delete these documents.

This article does not make the company liable if:

it destroys or deletes a document earlier than the time limit referred to in paragraph (A);

it does not comply with the conditions in paragraph (C); or

the company would not be liable if this article did not exist.

This article applies whether a document is destroyed or deleted or disposed of in some other way.

Indemnity of Directors

As far as the legislation allows this, the company:

can indemnify any director or former director of the company, of any associated company or of any affiliate against any liability; and

can purchase and maintain insurance against any liability for any director or former director of the company, of any associated company or of any affiliate.

A director or former director of the company, of any associated company or of any affiliate will not be accountable to the company or the shareholders for any benefit provided pursuant to this article. Anyone receiving such a benefit will not be disqualified from being or becoming a director of the company.

Arbitration

All disputes:

between a shareholder in that shareholder’s capacity as such and the company and/or its directors arising out of or in connection with these articles or otherwise; and/or

so far as permitted by law, between the company and any of its directors in their capacities as such or as employees of the company, including all claims made by or on behalf of the company against any or all of its directors; and/or

between a shareholder in that shareholder’s capacity as such and the company’s professional service providers; and/or

between the company and the company’s professional service providers arising in connection with any claim within the scope of sub-paragraph (A)(iii),

The tribunal shall consist of three arbitrators to be appointed in accordance with the ICC Rules.

The chair of the tribunal must have at least 20 years’ experience as a lawyer qualified to practise in a common law jurisdiction within the Commonwealth (as constituted on 12 May 2005) and each other arbitrator must have at least 20 years’ experience as a qualified lawyer.

The place of arbitration shall be The Hague, The Netherlands.

The language of the arbitration shall be English.

These articles constitute a contract between the company and its shareholders and between the company’s shareholders inter se. This article (as supplemented from time to time by any agreement to a similar effect between the company and its directors or professional service providers) also contains or evidences an express submission to arbitration by each shareholder, the company, its directors and professional service providers and such submissions shall be treated as a written arbitration agreement under the Netherlands Code of Civil Procedure, the Arbitration Act 1996 of England and Wales and Article II of the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958).

Each person to whom this article applies hereby waives, as far as permitted by law: (i) any right under the laws of any jurisdiction to apply to any court of law or other judicial authority to determine any preliminary point of law, and/or (ii) any right he or she may otherwise have under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the tribunal.

Exclusive Jurisdiction

This article applies to (i) a dispute (which would otherwise be subject to article 138) in any jurisdiction if a court in that jurisdiction determines that article 138 is invalid or unenforceable in relation to that dispute in that jurisdiction; and (ii) any derivative claim under the legislation.

For the purposes of paragraph (A), “court” means any court of competent jurisdiction or other competent authority including for the avoidance of doubt, a court or authority in any jurisdiction which is not a signatory to the New York Convention.

Any proceeding, suit or action:

between a shareholder in that shareholder’s capacity as such and the company and/or its directors arising out of or in connection with these articles or otherwise; and/or

so far as permitted by law, between the company and any of its directors in their capacities as such or as employees of the company, including all claims made by or on behalf of the company against any or all of its directors; and/or

between a shareholder in that shareholder’s capacity as such and the company’s professional service providers; and/or

between the company and the company’s professional service providers arising in connection with any claim within the scope of sub-paragraph (C)(iii),

Damages alone may not be an adequate remedy for any breach of this article, so that in the event of a breach or anticipated breach, the remedies of injunction and/or an order for specific performance would in appropriate circumstances be available.

General Dispute Resolution Provisions

For the purposes of articles 138 and 139, a “dispute” means any dispute, controversy or claim, other than (i) any dispute, controversy or claim relating to any failure or alleged failure by the company to pay all or part of a dividend which has been declared and which has fallen due for payment; (ii) in the case of article 138 only, any derivative claim under the legislation.

The governing law of these articles, including the submissions to arbitration and written arbitration agreement contained in or evidenced by article 138 and any dispute, controversy or claim arising out of or in connection with these articles (whether contractual or non-contractual), shall be the substantive law of England.

The company shall be entitled to enforce articles 138 and 139 for its own benefit, and that of its directors, subsidiary undertakings and professional service providers.

References in articles 138 and 139 to:

“company” includes each and any of the company’s subsidiary undertakings from time to time; and

“director” includes each and any director of the company from time to time in his or her capacity as such or as employee of the company and extends to any former director of the company; and

“professional service providers” includes the company’s auditors, legal counsel, bankers, ADR depositaries and any other similar professional service providers in their capacity as such from time to time but only if and to the extent such person has agreed with the company in writing to be bound by article 138 and/or 139 (or has otherwise agreed to submit disputes to arbitration and/or exclusive jurisdiction in a materially similar way).

has a majority of the votes in the company, either alone or acting with others;

is a shareholder who can appoint or remove a majority of the directors; or

can exercise dominant influence over the company because of anything in the company’s memorandum or articles or because of a certain kind of contract.

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