Common use of GENERAL MEETINGS Clause in Contracts

GENERAL MEETINGS. 20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented. 20.3 The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty per cent in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock o'clock in the morning. At these meetings the report of the Directors (if any) shall be presented. 20.3 The Directors may call general meetings, and they shall on a Members’ ' requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 A Members’ ' requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty per cent in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 The Members’ ' requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 If there are no Directors as at the date of the deposit of the Members’ ' requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ ' requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 All general meetings other than annual general meetings shall be called 19.1 The Directors may, whenever they think fit, convene an extraordinary general meetings. 20.2 The Company maymeeting. If at any time there are not sufficient Directors capable of acting to form a quorum, but shall not (unless required by the Statute) be obliged toany Director, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such or any one or more Members holding in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report aggregate not less than one third of the Directors (if any) shall be presented. 20.3 The Directors total issued share capital of the Company entitled to vote, may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors. 19.2 The Directors shall, upon the requisition in writing of one or more Members holding in the aggregate not less than one tenth of such paid up capital of the Company. 20.4 A Members’ requisition is a requisition of Members holding Company as at the date of deposit of the requisition not less than thirty per cent in par value of the issued Shares which as at that date carry carries the right to vote of voting at general meetings of meetings, convene an extraordinary general meeting. Any such requisition shall express the Company. 20.5 The Members’ requisition must state the objects object of the meeting proposed to be called, and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form form, each signed by one or more requisitionists. 20.6 19.3 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not convene a general meeting within twenty-one 21 days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one daysdeposit, the requisitionists, requisitionists or any or any of them representing more or any other Member or Members holding in the aggregate not less than one-half one tenth of such paid up capital of the total voting rights of all Company as at the date of the requisitionistsrequisition, may themselves convene a an extraordinary general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 . A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by the Directors.

GENERAL MEETINGS. 20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock o'clock in the morning. At these meetings the report of the Directors (if any) shall be presented. 20.3 The Directors, the chief executive officer or the chairman of the board of Directors may call general meetings, and they shall on a Members’ ' requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 A Members’ ' requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty ten per cent in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 The Members’ ' requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 If there are no Directors as at the date of the deposit of the Members’ ' requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ ' requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. 20.8 Members seeking to bring business before the annual general meeting or to nominate candidates for election as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting.

GENERAL MEETINGS. 20.1 18.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 18.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and and, where called, shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presentedappoint. 20.3 18.3 The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 18.4 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty ten per cent cent. in par value (if all the issued Shares have a par value), or otherwise by number of the issued Shares which as at that date carry the right to vote at general meetings in respect of the Companymatter for which the meeting is requested. 20.5 18.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 18.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 18.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morningappoint. At these meetings the report of the Directors (if any) shall be presented. 20.3 The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty per cent in par value ten percent (10%) of the issued aggregate voting power of all of the Ordinary Shares which as at that date carry the right entitled to attend and vote at general meetings of the CompanyCompany (including the Series A Preferred Shares on an as-converted basis). 20.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one (21) days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) days, the requisitionists, or any of them representing more than one-half (1/2) of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall remain to be subject to other Articles hereof and shall be held no later than the day which falls three (3) months after the expiration of the said twenty-one day (21)-day period. 20.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 17.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 17.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and and, where called, shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and appoint. 17.3 The Directors, by Resolution of Directors, or the chairman, if no other time and place is prescribed by themany, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the board of Directors, acting alone, may, and the Directors (if any) shall be presented. 20.3 The Directors may upon receipt of a valid Members’ Requisition, call general meetings. Only those matters set forth in the notice of the general meeting or, and they shall on a Members’ requisition forthwith proceed solely with respect to convene an annual general meeting or an extraordinary general meeting convened upon a Members’ Requisition, properly requested in accordance with Article 17.8, may be considered or acted upon at a general meeting. In addition to the other requirements set forth in the Articles, for any proposal of business to be considered at a general meeting, it must be a proper subject for action by Members of the CompanyCompany under the Statute. 20.4 17.4 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty (30) per cent in par value cent. of the voting power of the issued Shares which as at that date carry the right to vote at general meetings in respect of the Companymatter for which the meeting is requested. 20.5 17.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 17.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one (21) days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three (3) months after the expiration of the said twenty-one (21) day period. 20.7 17.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. 17.8 For nominations of candidates for appointment as Director (“Director Nominations”) or other business to be properly brought (x) by a Member before an annual general meeting or (y) by Requisitioning Members before an extraordinary general meeting convened upon a Members’ Requisition, the Director Nomination or other business must be (i) specified in the notice of the general meeting (or any supplement thereto) given by or at the direction of the Directors by Resolution of Directors, (ii) brought before the general meeting by the person presiding over the meeting or (iii) otherwise properly requested to be brought before the meeting by a Member of the Company or by the Requisitioning Members, as applicable, in accordance with this Article 17.

GENERAL MEETINGS. 20.1 17.1 All general meetings of the Company shall be held in accordance with the provisions of the Law and this Constitution. 17.2 The Directors may whenever they think fit call a general meeting and, in addition to any other than general meetings the Directors may, if they think necessary, call an annual general meeting in any calendar year and all general meetings shall be called extraordinary general meetingson such requisition or, in default, may be called by such requisitionists as provided by the Law. 20.2 The 17.3 If at any time there are not sufficient Directors capable of acting to form a quorum for the purpose of calling a general meeting, any Director or any Members of the Company may, but shall with not (unless required by less than 5% of the Statute) votes that may be obliged to, in each year cast at general meetings may call and arrange to hold a general meeting in the same manner, as its annual nearly as possible, in which general meetings may be called by the Directors. 17.4 Subject to the provisions of the Law relating to resolutions and special resolutions and agreements for shorter notice not less than 21 days written notice (exclusive of the day on which the notice is served or deemed to be served but inclusive of the day for which notice is given) must be given of all general meetings specifying - 17.4.1 the place, date and time for the meeting (and, if the general meeting is to be held in 2 or more places, the technology that will be used to facilitate this); 17.4.2 the general nature of the business of the general meeting; 17.4.3 if a special resolution is to be proposed - 17.4.3.1 an intention to propose the special resolution; and 17.4.3.2 the special resolution itself; 17.4.4 if a Member is entitled to appoint a proxy, that - 17.4.4.1 the Member has a right to appoint a proxy; 17.4.4.2 the proxy does not need to be a Member of the Company; and 17.4.4.3 that a Member who is entitled to cast 2 or more votes may appoint 2 proxies and shall may specify the proportion or number of votes each proxy is appointed to exercise. 17.5 All business shall be deemed special that is transacted at a general meeting as such in the notices calling it. Any and all business that is transacted at an annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall also be presenteddeemed special with the exception of sanctioning a Dividend, the consideration of the financial reports, Directors' reports and auditor's reports (if any) and the appointment of the auditor (if any) and the fixing of his remuneration and the election of Directors. 20.3 The Directors may call 17.6 Subject to the Law, any resolution of the Company determined on without any general meetingsmeeting and evidenced in writing under the hand of each Member of the Company who for the time being is entitled to vote, or of his proxy, or of his attorney appointed as provided in this Constitution or, if the Member is a corporation, of its representative appointed as provided in this Constitution or the Law, shall be as valid and they shall on effectual as a Members’ requisition forthwith proceed to convene an extraordinary resolution duly passed at a general meeting of the Company. 20.4 A Members’ requisition is a requisition 17.7 Any resolution passed in accordance with the provisions of Members holding at the date of deposit of the requisition not less than thirty per cent in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and Clause 17.6 may consist of several documents in like form identical copies of the document recording the resolution and accompanying information, each signed by one or more requisitionistsMembers or their respective proxies, attorneys or, if any Members are corporations, by their respective representatives. 20.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 16.1 An annual general meeting of the Company may at the discretion of the Board be held in the year in which these Articles were adopted and shall be held in each year thereafter at such time as determined by the Board and the Company may, but shall not (unless required by the Law) be obliged to, in each year hold any other general meeting. 16.2 The agenda of the annual general meeting shall be set by the Board and shall include the presentation of the Company’s annual accounts and the report of the Directors (if any). 16.3 Annual general meetings shall be held in the City of Nova Lima, State of Minas Gerais, Brazil or in such other places as the Directors may determine. 16.4 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 The meetings and the Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual . 16.5 The Directors may, whenever they think fit, convene an extraordinary general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented. 20.3 The Directors may call general meetingsCompany, and they shall on a Members’ requisition in accordance with these Articles forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 16.6 A Members’ requisition is a requisition of one or more Members holding at the date of deposit of the requisition shares representing in the aggregate not less than thirty per cent in par value one-third of the issued Shares which as at that date carry the right votes entitled to vote be cast at general meetings of the Company. 20.5 16.7 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, principal office of the Company and may consist of several documents in like form each signed by one or more requisitionists. 20.6 16.8 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days fourteen (14) Clear Days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one fourteen (14) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three (3) months after the expiration of the first said twenty-one day fourteen (14) Clear Day period. 20.7 16.9 A general meeting convened as aforesaid by requisitionists shall be convened in as close to the same manner as nearly as possible as that in which general meetings are to be convened by Directors. 16.10 Except as set forth in Articles ‎16.1 to ‎16.9, the Members have no right to propose resolutions to be considered or voted upon at annual general meetings or extraordinary general meetings of the Company.

GENERAL MEETINGS. 20.1 15.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 15.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and and, where called, shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presentedappoint. 20.3 15.3 The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 15.4 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty per cent in par value cent. of the issued Shares which as at that date carry the right to vote at general meetings voting rights in respect of the Companymatter for which the meeting is requested. 20.5 15.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 15.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, requisitionists may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 15.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. 15.8 Members seeking to bring business before the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day or earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting. Members seeking to nominate candidates for election as Directors at the annual general meeting must comply with the requirements of Article 25.

GENERAL MEETINGS. 20.1 All general meetings other than annual general meetings shall be called extraordinary general Power to call meetings. 20.2 15.1 The Directors, the chief executive officer of the Company mayor the chairman of the board of Directors, but shall not (unless required by the Statute) be obliged to, in each year hold may call a general meeting as its annual at any time. 15.2 If there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, the Directors must call a general meeting, and shall specify meeting for the purpose of appointing additional Directors. 15.3 The Directors must also call a general meeting as such if requisitioned in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock manner set out in the morning. At these meetings the report next two Articles. 15.4 The requisition must be in writing and given by one or more Members who together hold at least 10% of the Directors (if any) shall be presented. 20.3 The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty per cent in par value of the issued Shares which as at that date carry the right rights to vote at such general meetings of the Companymeeting. 20.5 15.5 The Members’ requisition must state also: (a) specify the objects of the meeting and must meeting; (b) be signed by or on behalf of the requisitionists and deposited at the Registered Office, and requisitioners. The requisition may consist of several documents in like form each signed by one or more requisitionistsof the requisitioners; and (c) be deposited at the Company's registered office in accordance with the notice provisions. 20.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if 15.6 Should the Directors do not fail to call a general meeting within twenty-one 21 days from the date of the deposit of the Members’ a requisition duly proceed to convene a general meeting to be held within a further twenty-one days2 months of that date, the requisitionists, requisitioners or any of them representing more than one-one half of the total voting rights of all of the requisitioniststhem, may themselves convene call a general meetingmeeting to be held within three months from that date. 15.7 Without limitation to the foregoing, but if there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together hold at least 10% of the rights to vote at a general meeting so convened may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional Directors. 15.8 If the Members call a meeting under the above Articles, the Company shall reimburse their reasonable expenses. 15.9 The Company shall hold annual general meetings unless otherwise dispensed with in accordance with the Law. The first annual general meeting shall be held no later than the day which falls three within a period of 18 months after the expiration of the said twenty-Company's incorporation and thereafter at least once in every calendar year. Not more than 18 months may elapse between one day period. 20.7 A annual general meeting convened as aforesaid by requisitionists shall be convened in and the same manner as nearly as possible as that in which general meetings are to be convened by Directorsnext.

GENERAL MEETINGS. 20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 The Company may, but shall not (unless required by the Statute) be obliged toshall, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morningapprove. At these meetings the report of the Directors (if any) shall be presented. 20.3 The Directors, the chief executive officer or the chairman or a co-chairman of the board of Directors may call general meetings, and they shall on a Members’ ' requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 Business transacted at any extraordinary general meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. 20.5 A Members’ ' requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty ten per cent in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 20.6 The Members’ ' requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the principal executive offices of the Company (with a copy forwarded to the Registered Office, and Office),and may consist of several documents in like form each signed by one or more requisitionists. 20.6 20.7 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ ' requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 20.8 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. 20.9 Subject to these Articles, Members seeking to bring business before the annual general meeting or to nominate candidates for appointment as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting. At an annual general meeting of the Company, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual general meeting, business must be (a) specified in a notice of meeting given by or at the direction of the board of Directors, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board of Directors or the chairman or co-chairmen or (c) otherwise properly brought before the meeting by a Member present in person who (1) (x) was a record owner of shares of the Company both at the time of giving the notice provided for in this Article 21 and at the time of the meeting, (y) is entitled to vote at the meeting, and (z) has complied with this Article 20.9 in all applicable respects or (2) properly made such proposal in accordance with Rule 14a-8 under the Exchange Act. The foregoing provision (z) shall be the exclusive means for a Member to propose business to be brought before an annual general meeting. The only matters that may be brought before an extraordinary general meeting are the matters specified in the notice of such meeting, and Members shall not be permitted to propose business to be brought before an extraordinary general meeting. For purposes of this Article 20.9, “present in person” shall mean that the Member proposing that the business be brought before the annual meeting of the Company, or a qualified representative of such proposing Member, appear at such annual general meeting. A “qualified representative” of such proposing Member shall be a duly authorized officer, manager or partner of such Member or any other person authorized by a writing executed by such Member or an electronic transmission delivered by such Member to act for such Member as proxy at the meeting of Members and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Members. Members seeking to nominate persons for election to the board of Directors must comply with this Article 20.9.

GENERAL MEETINGS. 20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morningappoint. At these meetings the report of the Directors (if any) shall be presented. 20.3 The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty per cent in par value ten percent (10%) of the issued aggregate voting power of all of the Ordinary Shares which as at that date carry the right entitled to attend and vote at general meetings of the CompanyCompany (including the Preferred Shares on an as-converted basis). 20.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one (21) days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) days, the requisitionists, or any of them representing more than one-half (1/2) of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall remain to be subject to other Articles hereof and shall be held no later than the day which falls three (3) months after the expiration of the said twenty-one day (21)-day period. 20.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 21.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 21.2 The Company may, but shall not (unless required by the StatuteStatute or the rules of the Designated Stock Exchange and/or competent regulatory authority) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morningappoint. At these meetings the report of the Directors (if any) shall be presented. 20.3 21.3 The Directors may call general meetings, and they shall on a Members’ ' requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 21.4 A Members’ ' requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty ten per cent cent. in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 21.5 The Members’ ' requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 21.6 If there are no Directors as at the date of the deposit of the Members’ ' requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ ' requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 21.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 16.1 An annual general meeting of the Company may at the discretion of the Board be held in the year in which these Articles were adopted and shall be held in each year thereafter at such time as determined by the Board and the Company may, but shall not (unless required by the Law) be obliged to, in each year hold any other general meeting. 16.2 The agenda of the annual general meeting shall be set by the Board and shall include the presentation of the Company’s annual accounts and the report of the Directors (if any). 16.3 Annual general meetings shall be held in such place as the Directors may determine from time to time. To the extent permitted by law, annual general meetings may also be held virtually. 16.4 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 The meetings and the Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual . 16.5 The Directors may, whenever they think fit, convene an extraordinary general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented. 20.3 The Directors may call general meetingsCompany, and they shall on a Members’ requisition in accordance with these Articles forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 16.6 A Members’ requisition is a requisition of one or more Members holding at the date of deposit of the requisition shares representing in the aggregate not less than thirty per cent in par value one-third of the issued Shares which as at that date carry the right votes entitled to vote be cast at general meetings of the Company. 20.5 16.7 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Officeregistered office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 16.8 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one fourteen (14) days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one fourteen (14) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three (3) months after the expiration of the first said twenty-one fourteen (14) day period. 20.7 16.9 A general meeting convened as aforesaid by requisitionists shall be convened in as close to the same manner as nearly as possible as that in which general meetings are to be convened by Directors. 16.10 Save as set out in Articles 16.1 to 16.9, the Members have no right to propose resolutions to be considered or voted upon at annual general meetings or extraordinary general meetings of the Company.

GENERAL MEETINGS. 20.1 19.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 19.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock o'clock in the morning. At these meetings the report of the Directors (if any) shall be presented. 20.3 19.3 The Directors may call general meetings, and they shall on a Members’ ' requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 19.4 A Members’ ' requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty twenty-five (25) per cent cent. in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 19.5 The Members’ ' requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 19.6 If there are no Directors as at the date of the deposit of the Members’ ' requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ ' requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 19.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 25.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 25.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented. 20.3 25.3 The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 25.4 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty ten per cent cent. in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 25.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 25.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 25.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 21.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. 20.2 21.2 The Company may, but shall not (unless required by the Statute) Designated Stock Exchange Rules, the SEC and/or any other competent authority or otherwise under Applicable Law), be obliged obligated to, in each year hold a general meeting as its annual general meetingmeeting each year, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morningapprove. At these meetings the report of the Directors (if any) shall be presented. 20.3 21.3 The Directors Directors, the chief executive officer or the chairperson of the Board may call general meetings, and they and, for the avoidance of doubt, Members shall not have the ability to call general meetings. 21.4 The Directors shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 21.5 A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty fifty per cent (50%) in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 21.6 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 21.7 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one (21) days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) days, the requisitionists, or any of them representing more than one-half (1/2) of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three (3) months after the expiration of the said twenty-one (21) day period. 20.7 21.8 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. 21.9 The Directors may make Communication Facilities available for a specific general meeting or all general meetings of the Company so that members and other participants may attend and participate at such general meetings by means of such Communication Facilities. 21.10 The notice of any general meeting at which Communication Facilities will be utilised must disclose the Communication Facilities that will be utilised, including the procedures to be followed by any member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending, participating and voting at such meeting.

GENERAL MEETINGS. 20.1 All general meetings other than annual general meetings The Academy Trust shall be called extraordinary general meetings. 20.2 The Company may, but shall not (unless required by the Statute) be obliged to, in hold an Annual General Meeting each year hold a general meeting as its annual general meetingin addition to any other meetings in that year, and shall specify the meeting as such in the notices calling itit and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Academy Trust and that of the next. Any annual general meeting Provided that so long as the Academy Trust holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Directors Governors shall appoint and if no appoint. All meetings other time and place is prescribed by them, it than Annual General Meetings shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morningcalled General Meetings. At these meetings the report of the Directors (if any) shall be presented. 20.3 The Directors Governors may call general meetingsmeetings and, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. 20.4 A Members’ requisition is a requisition of Members holding at pursuant to the date of deposit provisions of the requisition not less than thirty per cent in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company. 20.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered OfficeCompanies Act 2006, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly shall forthwith proceed to convene a general meeting in accordance with that Act. If there are not within the United Kingdom sufficient Governors to be held within call a further twenty-one daysgeneral meeting, the requisitionists, any Governor or any Member of them the Academy Trust may call a general meeting. NOTICE OF GENERAL MEETINGS General meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if it is so agreed by a majority in number of Members having a right to attend and vote and together representing more not less than one-half 90% of the total voting rights of all at that meeting. The notice shall specify the time and place of the requisitionistsmeeting and the general nature of the business to be transacted and, may themselves convene in the case of an Annual General Meeting, shall specify the meeting as such. The notice shall also state that the Member is entitled to appoint a general meeting, but any meeting so convened proxy. The notice shall be held no later than given to all the day which falls three months after Members, to the expiration Governors and auditors. The accidental omission to give notice of a meeting to, or the said twentynon-one day periodreceipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. 20.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

GENERAL MEETINGS. 20.1 All general meetings 7.1. The Annual General Meeting of the Club shall be held not later than 31st December annually to receive the Annual Report and to receive and, if thought fit, to adopt the accounts of the Company, if any, and the Statement of Accounts to the previous 30th September; to elect Officers, Committee Members and Auditors to consider; and if thought fit, to approve alterations to these Rules; and to transact any other business which may be specified in the Notice calling the Meeting. Not more than annual general 15 months shall elapse without an Annual General Meeting. 7.2. The Club Committee shall, before 15th September decide on the date of the Annual General Meeting and publicise this clearly on the Club notice board. At least 21 days’ notice by mail or in writing shall be given of the AGM to all members eligible to vote. This shall include all proposals of rule changes and nominations for Officers, Committee Members and Auditors, together with the names of proposers and seconders for such propositions or nominations. Written notice of such propositions and nominations must be delivered to the Club Hon. Secretary not less than 28 days before the AGM so that these can be included in the notice to all members. Nominations must be accompanied by the consent of the nominee. In the event of the Secretary failing to receive written nominations in accordance with this rule the Chairman of the Meeting shall accept nominations from the floor. The quorum for the AGM shall be ten members entitled to vote present. 7.3. Extraordinary General Meetings on any Club matter shall be called at twenty-one days’ notice by the Hon. Secretary on the resolution of the Club Committee or by requisition by not less than twenty members or by not less than one-fifth of the members entitled to vote, whichever shall be the less; such meetings shall be called extraordinary general meetingsby the Hon. Secretary within fourteen days of receipt of the written requisition. The quorum for an EGM shall be the same as for an AGM. 20.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it7.4. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report Each member of the Directors (if any) Club, aged over 18 years other than a social member, shall be presented. 20.3 The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general have one vote at any meeting of the Company. 20.4 A Members’ requisition is club or Committee which the member may be entitled to attend and, subject to Rule 1.6, all decisions shall be by simple majority except in the case of alterations of these Rules when a requisition two-thirds majority of Members holding at the date of deposit of the requisition not less than thirty per cent in par value of the issued Shares which as at that date carry the right these present and entitled to vote at general meetings of the Companyis necessary. 20.5 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 20.6 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 20.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.