Common use of PROCEEDINGS AT GENERAL MEETINGS Clause in Contracts

PROCEEDINGS AT GENERAL MEETINGS. 21.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be presentcommence, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 22.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 22.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 22.9 If, prior to a Business Combination, a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting. 22.10 When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed. 22.11 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.12 A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 22.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.14 In the case of an equality of votes, whether on a show of hands or on a poll, votes the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a majority of the issued Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present meeting, if convened upon a Members’ requisition, shall be a quorumdissolved. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman or co-chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman or co-chairman, if any, of the board of Directors shall preside as chairman or co-chairman at such general meeting. If there is no such chairman or co-chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 22.6 If no Director is willing to act as chairman or co-chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 22.7 The chairman or co-chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 22.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.10 A poll shall be taken as the chairman or co-chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 22.11 A poll demanded on the election of a chairman or co-chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.12 In the case of an equality of votes, whether on a show of hands or on a poll, votes the chairman or each co-chairman, if any, shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 18.1 No business shall be transacted at any general a meeting unless a quorum is presentpresent but the absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. Two Members being individuals If the Company has only one member entitled to attend and vote at the general meeting, one qualifying person present at the meeting and entitled to vote is a quorum. Except as otherwise provided by these Articles, a quorum is the members who together represent at least the majority of the voting rights of all the members entitled to vote, present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless proxy, at the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that relevant meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 18.2 If a quorum is not present within half an hour from after the time appointed for holding the meeting (or such additional time as the chairman of the meeting decides to commence wait), or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisitionon the requisition of members, shall be dissolved dissolved, and in any other case it shall stand adjourned. The continuation of a general meeting adjourned to the same under this Article 18.2 for lack of quorum shall take place either: (a) on a day in the next week that is not less than 14 days but not more than 28 days after it was adjourned and at the same a time and/or place or to specified for the purpose in the notice calling the meeting; or (b) where no such other dayarrangements have been specified, on a day that is not less than 14 days but not more than 28 days after it was adjourned and at such time and/or place as the Directors may determinechairman of the meeting decides (or, in default, the directors decide). In the case of a general meeting to take place in accordance with Article 18.2(b), the Company must give not less than seven clear days’ notice of any adjourned meeting and if the notice must state the quorum requirement. 18.3 At an adjourned meeting the quorum is one qualifying person present and entitled to vote. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen 15 minutes after the time appointed for holding the meeting, the meeting to commenceshall be dissolved. 18.4 The chairman (if any) of the Board, or in his absence the deputy chairman of the Board, or in the absence of both of them some other Director nominated prior to the meeting by the Board, shall preside as chairman of the meeting. If none of the chairman, deputy chairman or such other Director (if any) is unwilling present within 15 minutes after the time appointed for holding the meeting or is not willing to actact as chairman, the Directors present shall elect one of their number present and willing to act to be chairman of the meeting, and if there is only one Director present, he shall be chairman of the meeting. 21.6 18.5 If no Director is willing to act as chairman or if no Director is present within fifteen 15 minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote shall choose a member present in person or a proxy of a member or a person authorised to act as a representative of a corporation in relation to the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 18.6 The Board or the chairman of the meeting may make any arrangement and impose any restriction they consider appropriate to ensure the security of a general meeting, including to direct that any person wishing to attend any general meeting should submit to such searches or other security arrangements (including without limitation, requiring evidence of identity to be produced before entering the meeting and placing restrictions on the items of personal property which may be taken into the meeting) as they or he consider appropriate under the circumstances. The Directors or the chairman of the meeting may in their or his absolute discretion refuse entry to, or eject from, any general meeting any person who refuses to submit to a search or otherwise comply with such security arrangements or restrictions. 18.7 The Board or the chairman of the meeting may take such action, give such direction or put in place such arrangements as they or he consider appropriate to secure the safety of the people attending the meeting and to promote the orderly conduct of the business of the meeting. Any decision of the chairman of the meeting on matters of procedure or matters arising incidentally from the business of the meeting, and any determination by the chairman of the meeting as to whether a matter is of such a nature, shall be final. 18.8 Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are members. The chairman of the meeting may permit other persons who are not members of the Company or otherwise entitled to exercise the rights of members in relation to general meetings to attend and, at the chairman of the meeting’s discretion, speak at a general meeting or at any separate class meeting. 18.9 In the case of any general meeting, the Board may, notwithstanding the specification in the notice convening the general meeting of the place at which the chairman of the meeting shall preside (the principal place), make arrangements for simultaneous attendance and participation at satellite meeting places, or by way of any other electronic means, allowing persons not present together at the same place to attend, speak and vote at the meeting. The arrangements for simultaneous attendance and participation at satellite meeting places, or other places at which persons are participating via electronic means may include arrangements for controlling or regulating the level of attendance at any particular venue provided that such arrangements shall operate so that all members and proxies wishing to attend the meeting are able to attend at one or other of the venues. The members or proxies at the satellite meeting places, or other places at which persons are participating via electronic means, shall be counted in the quorum for, and be entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that the members or proxies attending at the satellite meeting places, or other places at which persons are participating via electronic means, are able to: (a) participate in the business for which the meeting has been convened; (b) see and hear all persons who speak (whether through the use of microphones, loud speakers, audio-visual communication equipment or otherwise) in the principal place and any other such place; and (c) be heard and seen by all other persons so present in the same way. 18.10 The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal place. If it appears to the chairman of the meeting that the facilities at the principal place or any satellite meeting place, have become inadequate for the purposes set out in Article 18.9, then the chairman of the meeting may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at the general meeting up to the point of the adjournment shall be valid. The provisions of Article 18.15 shall apply to that adjournment. 18.11 The Board may make arrangements for persons 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 and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. 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 member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting. 18.12 The Board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 18.12 (including without limitation the issue of tickets or the imposition of some other means of selection) it in its absolute discretion considers appropriate, and may from time to time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy at a particular venue, he shall be entitled to attend in person or by proxy at any other venue for which arrangements have been made pursuant to Article 18.9. The entitlement of any member to be present at such venue in person or by proxy shall be subject to any arrangement then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting. 18.13 If, after the sending of the notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Board decides that it is impracticable or unreasonable, for a reason beyond its control, to hold the meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 18.9 applies) and/or time, it may change the place (or any of the declared places, in the case of a meeting to which Article 18.8 applies) and/or postpone the time at which the meeting is to be held. If such a decision is made, the Board may then change the place (or any of the declared places, in the case of a meeting to which Article 18.8 applies) and/or postpone the time again if it decides that it is reasonable to do so. In either case: (a) no new notice of the meeting need be sent, but the Board shall, if practicable, advertise the date, time and place of the meeting by public announcement and in two newspapers with national circulation in the United Kingdom and shall make arrangements for notices of the change of place and/or postponement to appear at the original place and/or at the original time; and (b) a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the Office or such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 22.6(a) or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 22.6(b). 18.14 For the purposes of Articles 18.9, 18.10, 18.11, 18.12 and 18.13, the right of a member to participate in the business of any general meeting shall include, without limitation, the right to speak, vote on a poll, be represented by a proxy and have access to all documents which are required by the Companies Act or these Articles to be made available at the meeting. 18.15 Without prejudice to any other power of adjournment he may have under these Articles or at common law: (a) the chairman of the meeting may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to placeplace or for an indefinite period; and (b) the chairman of the meeting may, but no business shall be transacted at any adjourned without the consent of the meeting, adjourn the meeting other than before or after it has commenced, to another date, time or place which the chairman of the meeting may decide, if the chairman of the meeting considers that: (i) there is not enough room for the number of members and proxies who wish to attend the meeting; (ii) the behaviour of anyone present prevents, or is likely to prevent, the orderly conduct of the business left unfinished of the meeting; (iii) an adjournment is necessary to protect the safety of any person attending the meeting; or (iv) an adjournment is necessary to give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or (v) an adjournment is otherwise necessary in order for the business of the meeting from which the adjournment took placeto be properly carried out. 21.8 When a general meeting is adjourned for thirty days or more18.16 Save in accordance with Article 18.2 an adjournment may, notice subject to the provisions of the adjourned meeting shall Companies Act, be given as for such time and to such other place (or, in the case of an original a meeting held at a principal place and a satellite meeting place, such other places) as the chairman may, in his absolute discretion determine, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Otherwise Any such member may nevertheless appoint a proxy for the adjourned meeting either in accordance with Articles 22.2, 22.3 and 22.6 or by means of a document in hard copy form which, if delivered at the meeting which is adjourned to the chairman or the secretary or any Director, shall be valid even though it is given at less notice than would otherwise be required by Article 22.6(a). Subject to the provisions of the Companies Act, it shall not be necessary to give any such notice of an adjourned meeting. 21.9 , except that when a meeting is adjourned for 28 days or more, or for an indefinite period, at least seven clear days’ notice shall be given specifying the time and place (or places, in the case of a meeting to which Article 18.9 applies) of the adjourned meeting and the general nature of the business to be transacted. No business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. A resolution put to the vote of the a general meeting shall must be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry 18.17 Subject to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournmentArticle 18.18, a poll shall be taken as the chairman directsdirects and he may, and shall if required by the meeting, appoint scrutineers (who need not be members) and fix a time and a place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 18.18 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwithimmediately. A poll demanded on any other question shall be taken at either the meeting or such date, time and place as the chairman of directs not being more than 30 days after the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the pollmeeting. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 19.1 In accordance with the Companies Acts, a general meeting may be held with only one individual present provided that the requirement for a quorum is satisfied. No business shall be transacted at any general meeting unless a quorum is presentpresent when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the meeting. Two Members being individuals Save as otherwise provided by these Bye-Laws, at least one Shareholder present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy and entitled to vote shall be a quorum unless for all purposes. Bye-laws of Platinum Underwriters Holdings Ltd. 13 of 33 19.2 If within five (5) minutes (or such longer time as the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case chairman of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolutionmay determine to wait) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from after the time appointed for the meeting to commence or if during such a meeting meeting, a quorum ceases to be is not present, the meeting, if convened upon a Members’ requisitionon the requisition of Shareholders, shall be dissolved and in dissolved. In any other case case, it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, day and such other time and/or and place as the Directors chairman of the meeting may determine, determine and if at the such adjourned meeting one Shareholder present in person or by proxy (whatever the number of shares held by him) and entitled to vote shall be a quorum. The Company shall give not less than five (5) days’ notice of any meeting adjourned through want of a quorum is not and such notice shall state that the one Shareholder present within half an hour from in person or by proxy (whatever the time appointed for the meeting number of shares held by them) and entitled to commence, the Members present vote shall be a quorum. 21.5 The Directors may19.3 A meeting of the Shareholders or any class thereof may be held by means of such telephone, at any time prior electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone, or by video conferencing) as to the time appointed for permit all persons participating in the meeting to commencecommunicate with each other simultaneously and instantaneously, appoint and participation in such a meeting shall constitute presence in person at such meeting. 19.4 Each Director, and upon giving the notice referred to in Bye-Law 18.1 above, the Resident Representative, if any, shall be entitled to attend and speak at any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, Company. 19.5 The Board may choose one of the board of Directors shall their number to preside as chairman at such every general meeting. If there is no such chairman, or if he shall at any meeting the chairman is not be present within fifteen five (5) minutes after the time appointed for holding the meeting to commencemeeting, or is unwilling not willing to actact as chairman, the Directors present shall choose one of their number to act or if only one Director is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to be chairman. 19.6 The chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 The chairman may, with the consent by resolution of a any meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to place, place but no business shall be transacted at any adjourned meeting other than the except business left unfinished which might lawfully have been transacted at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty days three (3) months or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Save as expressly provided by these Bye-Laws, it shall not be necessary to give any such notice of an adjournment or of the business to be transacted at an adjourned meeting. 21.9 A resolution put to the vote . Bye-laws of the meeting shall be decided on a show Platinum Underwriters Holdings Ltd. 14 of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.33

PROCEEDINGS AT GENERAL MEETINGS. 21.1 All business shall be deemed special that is transacted at an extraordinary general meeting. 21.2 No business shall be transacted at any general meeting unless a quorum of Members is presentpresent at the time that the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the Meeting. Two Save as herein otherwise provided, one or more Members being individuals holding in the aggregate not less than one third of the total issued share capital of the Company present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy and entitled to vote shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meetingquorum. 21.3 A resolution If within five minutes (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all such longer time as the chairman of the Members for the time being entitled meeting may determine to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representativeswait) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from after the time appointed for the meeting to commence or if during such a meeting meeting, a quorum ceases to be is not present, the meeting, if convened upon a the requisition of Members’ requisition, shall be dissolved and in dissolved. In any other case case, it shall stand adjourned to the same day in the next week week, at the same time and/or place or to such other day, time and/or place as the Directors may determineand place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commencemeeting, the Members present shall be a quorum. 21.4 A meeting of the Members may be held by telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or video conferencing) by which all persons participating in the meeting can communicate with each other simultaneously and instantaneously, and participation in such a general meeting shall constitute presence in person at such meeting. 21.5 The Directors may, Any Director shall be entitled to attend and speak at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, Company. 21.6 The chairman (if any, ) of the board Board of Directors shall preside as chairman at such every general meetingmeeting of the Company. If there is no such chairman, or if at any meeting he shall is not be present within fifteen five minutes after the time appointed for holding the meeting to commence, or is unwilling to actact as chairman, the Directors present shall choose one of their number to act or, if only one Director is present, he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the Members present and entitled to vote shall elect one of their number to be chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meetingchairman. 21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Save as aforesaid, it shall not be necessary to give any such notice of an adjournment or of the business to be transacted at an adjourned meeting. 21.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the chairmanchairperson, if any, of the board of Directors shall preside as chairman chairperson at such general meeting. If there is no such chairmanchairperson, or if he the chairperson shall not be present within fifteen 15 minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman chairperson of the meeting. 21.6 If no Director is willing to act as chairman chairperson or if no Director is present within fifteen 15 minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman chairperson of the meeting. 21.7 The chairman chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 When a general meeting is adjourned for thirty 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman chairperson demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. 10% in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman chairperson that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman chairperson or on a question of adjournment, a poll shall be taken as the chairman chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman chairperson of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman chairperson shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a majority of the issued Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ ' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present meeting shall be a quorumdissolved. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 22.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 22.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 22.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.10 A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 22.11 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.12 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 18.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless at the Company has only one Member entitled time when the meeting proceeds to vote at such general meeting in which case the business. 18.2 A quorum shall be that one Member present in person or constituted by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy.-- 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of 18.2.1 where all of the Members for issued voting Shares are held by a single Member -- that Member; 18.2.2 where all of the time being entitled issued Shares are held by a Holding company - the person appointed to receive notice act as the representative of and to attend and vote the Holding company at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened pursuant to Clause 21 and heldthe Law; and 18.2.3 where all of the issued voting Shares are held by two or more Members-- 2 Members. 21.4 18.3 If a quorum is not present within half an hour 15 minutes from the time appointed for the meeting to commence or if during such a general meeting a quorum ceases to be present, is not present-- 18.3.1 the meeting, meeting if convened upon a Members’ requisition, the requisition of Members shall be dissolved and dissolved; or 18.3.2 in any other case -- 18.3.2.1 it shall stand adjourned to the same day day, in the next week week, at the same time and/or place or to such other day, time and/or place as the Directors may determine, and place; and 18.3.2.2 if at the adjourned meeting a quorum is not present within half an hour 15 minutes from the time appointed for the meeting to commencemeeting, the Members present meeting shall be a quorumdissolved. 21.5 18.4 The Chairperson (if any) elected by the Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a shall chair each general meeting of the Company or, or if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairmanChairperson, or if at any meeting he shall is not be present within fifteen 15 minutes after the time appointed for holding the meeting to commence, or is unwilling to act, the Directors persons present and entitled to vote at a meeting shall elect choose some one of their number to be chairman of chair the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 18.5 The chairman Chairperson may, with the consent of a any meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to place, place but so that -- 18.5.1 no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.; 21.8 When 18.5.2 when a general meeting is adjourned for thirty 10 days or moremore at any one time, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise ; 18.5.3 save as aforesaid it shall not be necessary to give any such notice of an adjourned meeting or of the business to be transacted at an adjourned meeting. 21.9 A 18.6 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, a poll is (before or on the declaration of the result of, results of the show of hands, ) demanded -- 18.6.1 by the chairman demands a poll, or Chairperson; or 18.6.2 by at least three Members present having the right to vote at the meeting; or 18.6.3 by any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value representing not less than 5% of the Shares giving votes that may be cast on the resolution on a right to attend poll and vote at the meeting demand a poll. 21.10 Unless unless a poll is duly demanded and the demand is not withdrawn so demanded, a declaration by the chairman Chairperson that a resolution has on a show of hands been carried or carried unanimously, unanimously or by a particular majority, majority or lost or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the meeting Company shall be conclusive evidence of that the fact without proof of the number or proportion of the votes recorded in favour of or against such the resolution. 21.11 18.7 The demand for a poll may be withdrawn. 21.12 Except on 18.8 If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairperson directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman Chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 18.9 In the case of an equality of votes, votes whether on a show of hands or on a poll, poll the chairman Chairperson of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 27.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 27.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 27.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 27.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 27.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 27.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 27.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 27.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 27.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 27.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 27.11 The demand for a poll may be withdrawn. 21.12 27.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 27.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 17.1 No business shall be transacted at any general meeting General Meeting unless a quorum is presentpresent at the time when the meeting proceeds to business and whilst the business of the meeting is being transacted. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the A quorum shall be that consist of at least one Member "A" Shareholder and one "B" Shareholder, present in person or by proxy or (being a corporation) represented in accordance with Section 375 of the case Act, together owning not less than one half in nominal value of a corporation or other non-natural person) by its duly authorised representative or proxythe issued shares. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 17.2 If a quorum is not present present, within half an hour from the time appointed for a General Meeting the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it General Meeting shall stand adjourned to the same day in the next week at the same time and/or and place or to such other day, day and at such other time and/or and place as the Directors may determine, ; and if at the adjourned meeting General Meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present therefor such adjourned General Meeting shall be a quorumdissolved. 21.5 17.3 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairmanChairman, if any, of the board Board or in his absence the deputy Chairman of the Board or in his absence some other Director nominated by the Directors shall preside as chairman at of the General Meeting, but if neither the Chairman nor the deputy Chairman nor such general meeting. If there is no such chairman, or other Director (if he shall not any) be present within fifteen minutes after the time appointed for holding the meeting to commence, or is unwilling General Meeting and willing to act, the Directors present shall elect one of their number to be chairman of the meetingand, if there is only one Director present and willing to act, he shall be chairman. 21.6 17.4 If no Director is willing to act as chairman Chairman, or if no Director is present within fifteen minutes after the time appointed for holding the meeting to commenceGeneral Meeting, the Members members present and entitled to vote shall choose one of their number to be chairman chairman. 17.5 A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any General Meeting and at any separate meeting of the meetingholders of any class of shares in the Company. 21.7 17.6 The chairman Chairman may, with the consent of a meeting General Meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting General Meeting from time to time and from place to place, but no business shall be transacted at any an adjourned meeting General Meeting other than the business left unfinished which might properly have been transacted at the meeting from which General Meeting had the adjournment took not taken place. 21.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it It shall not be necessary to give any such notice of an such adjourned meetingGeneral Meetings. 21.9 17.7 A resolution put to the vote of the meeting a General Meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of handshands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded: 17.7.1 by the chairman demands a poll, or any other Member or Members collectively present in person or Chairman; or 17.7.2 by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value two members having the right to vote at the meeting; or 17.7.3 by a member or members representing not less than one-tenth of the Shares giving total voting rights of all the members having the right to vote at the meeting; or 17.7.4 by a member or members holding shares conferring a right to attend and vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; and a demand by a pollperson as proxy for a member shall be the same as a demand by the member. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 17.8 The demand for a poll may may, before the poll is taken, be withdrawnwithdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 17.9 A poll shall be taken as the chairman directs, directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 17.10 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall not be entitled to a casting vote in addition to any other vote he may have. 17.11 A poll demanded on the election of a chairman Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such date, time and place as the chairman Chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the general meeting directs, and transaction of any business other than that upon the question on which the poll was demanded. If a poll has been is demanded or is contingent thereon may proceed pending before the taking declaration of the poll. 21.14 In the case result of an equality of votes, whether on a show of hands or on a polland the demand is duly withdrawn, the chairman meeting shall be entitled to a second or casting votecontinue as if the demand had not been made.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 23.1 No business shall be transacted at any general meeting unless a quorum is presentPresent. Two Members being individuals present Except as otherwise provided in these Articles, a quorum shall be the presence, in person or by proxy proxy, of one or if a corporation or other nonmore Persons holding at least one-natural person by its duly authorised representative or proxy shall be a quorum unless third (1/3) of the Company has only one Member entitled issued Shares which confer the right to attend and vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxythereat. 21.2 23.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 23.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. The Directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. 21.4 23.4 If a quorum is not present Present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be presentPresent, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present Present within half an hour from the time appointed for the meeting to commence, the Members present Present shall be a quorum. 21.5 23.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the chairmanchairperson, if any, of the board of Directors Board shall preside as chairman chairperson at such general meeting. If there is no such chairmanchairperson, or if he the chairperson shall not be present Present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present Present shall elect one of their number to be chairman chairperson of the meeting. 21.6 23.6 If no Director is willing to act as chairman chairperson or if no Director is present Present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman chairperson of the meeting. 21.7 23.7 The chairman chairperson of any general meeting shall be entitled to attend and participate at such general meeting by means of Communication Facilities, and to act as the chairperson, in which event, if the Communication Facilities are interrupted or fail for any reason to enable the chairperson to hear and be heard by all other Persons attending and participating at the meeting, then the other Directors Present at the meeting shall choose another Director Present to act as chairperson of the meeting for the remainder of the meeting; provided that (i) if no other Director is Present at the meeting, or (ii) if all the Directors Present decline to take the chair, then the meeting shall be automatically adjourned to the same day in the next week and at such time and place as shall be decided by the Board. 23.8 The chairperson may, with the consent of a meeting at which a quorum is present Present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 23.9 When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 23.10 If a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting. 23.11 When a general meeting is postponed for thirty (30) days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed. 23.12 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman chairperson demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) Present and holding at least ten per cent. cent (10%) in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 23.13 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman chairperson that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 23.14 The demand for a poll may be withdrawn. 21.12 23.15 Except on a poll demanded on the election of a chairman chairperson or on a question of adjournment, a poll shall be taken as the chairman chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 23.16 A poll demanded on the election of a chairman chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman chairperson of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 23.17 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman chairperson shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 20.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 20.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 20.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all Members representing an absolute majority of the votes of Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall shall, without the need for any advance notice, be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. If any Resolution of Members in writing is passed otherwise than by the unanimous written consent of all Members, a copy of such resolution shall be sent to all Members by whom (or on whose behalf) the resolution has not been signed, but the accidental omission to send such a copy to, or the non receipt of a copy by, any person entitled to receive such copy shall not invalidate the resolution. 21.4 20.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 20.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 20.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 20.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 20.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 20.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value (if all the issued Shares have a par value), or otherwise by number of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 20.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 20.11 The demand for a poll may be withdrawn. 21.12 20.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 20.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 20.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if holding (a) a corporation or other non-natural person by its duly authorised representative or proxy shall be majority of the aggregate voting power of all of the Ordinary Shares and (b) a quorum unless majority of the Company has only one Member aggregate voting power of all of the Series A Preferred Shares, entitled to attend and vote at such general meeting in which case the quorum shall be that one Member thereat, present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised authorized representative or proxyproxy shall be a quorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised authorized representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an one hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an one hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the chairmanchairperson, if any, of the board of Directors Board shall preside as chairman chairperson at such general meeting. If there is no such chairmanchairperson, or if he the chairperson shall not be present within fifteen (15) minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect by majority one of their number present members to be chairman chairperson of the meeting. 21.6 22.6 If no Director is willing to act as chairman chairperson or if no Director is present within fifteen (15) minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number members to be chairman chairperson of the meeting. 21.7 22.7 The chairman chairperson may, with the consent of a meeting at which a quorum is present (and shall shall, if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Otherwise, it shall not be necessary to give any such notice of an adjourned meeting. 21.9 A 22.9 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand through a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.10 A poll shall be taken as the chairman chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demandedmeeting. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.11 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman chairperson shall not be entitled to a second or casting vote, and such resolution shall fail.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 16.1 The business of an annual general meeting shall be to receive and consider the accounts of the Company and the reports of the Directors and Auditors (if any), to elect Directors (if proposed), to elect Auditors (if proposed) and fix their remuneration, to sanction a dividend (if thought fit so to do) and to transact any other business of which Notice has been given. 16.2 No business shall be transacted at any general meeting except the adjournment of the meeting unless a quorum of Members is presentPresent at the time when the meeting proceeds to business. Two Such quorum shall consist of not less than two Members being Present but so that not less than two individuals present will constitute the quorum, provided that if at any time all of the issued shares in person the Company with voting rights are held by one Member such quorum shall consist of that Member Present. 16.3 The board of Directors may resolve to enable Persons entitled to attend a general meeting to do so by participating in any means of communication (including communication by electronic means) by which in accordance with the Law such Persons are deemed to be Present at a meeting with the other Persons participating in such communication. The Members so Present at a Virtual Meeting or so attending (and thus Present) by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy way of Virtual Attendance shall be a counted in the quorum unless the Company has only one Member for, and entitled to vote at such at, the general meeting in which case the quorum question, and that meeting shall be duly constituted and its proceedings valid, if the chairperson of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that all Members Present are able to: 16.3.1 communicate with one another so that each Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the communication can hear what is said by any other of them such that they are deemed in accordance with the Law to be Present at a meeting can communicate with each other. Participation by the other Persons participating in such communication; and 16.3.2 participate in the business for which the meeting has been convened, and such a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at deemed to be a general meeting of the Company duly convened for the purposes of these Articles notwithstanding any other provisions of these Articles and heldall of the provisions of these Articles and of the Law relating to general meetings of the Company and to the proceedings thereat shall apply mutatis mutandis to every such meeting. 21.4 16.4 In the case of a Virtual Meeting, the general meeting shall be deemed to take place at the place at which the chairperson of the meeting is physically present. In the case of a physical meeting at which Virtual Attendance is permitted, the general meeting shall be deemed to take place at the physical meeting place of that meeting (irrespective of whether the chairperson of the meeting is physically present at such physical meeting place, or is present by way of Virtual Attendance). 16.5 If a quorum is not present within half an half-an-hour from the time appointed for the meeting to commence a quorum is not Present or if during such a the meeting a quorum ceases to be present, Present the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it meeting shall stand adjourned to the same day in the next week at the same time and/or and (in the case of a physical meeting, whether or not Virtual Attendance is permitted) place or to such other daytime and (in the case of a physical meeting, time and/or whether or not Virtual Attendance is permitted) place as the Directors may determine, shall determine and if at the such adjourned meeting a quorum is not present Present within half an half-an-hour from the time appointed for the holding of the meeting to commence, the those Members present Present shall be constitute a quorum. 21.5 16.6 The chairperson (if any) of the Directors may, shall preside as chairperson at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a every general meeting of the Company or, or if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, chairperson or if he he/she shall not be present, whether physically present or by way of Virtual Attendance at a physical meeting where Virtual Attendance is permitted, or by participating in a Virtual Meeting, within fifteen minutes after the time appointed for the holding of the meeting to commence, or is unwilling to act, the Directors so present shall elect select one of their number present to be chairman chairperson of the meeting. 21.6 16.7 If at any meeting no Director is willing to act as chairman chairperson or if no Director is present, whether physically present or by way of Virtual Attendance at a physical meeting where Virtual Attendance is permitted, or by participating in a Virtual Meeting, within fifteen minutes after the time appointed for holding the meeting to commencemeeting, the Members present Present shall choose one of their number so Present to be chairman chairperson of the meeting. 21.7 16.8 The chairman may, chairperson may with the consent of a any meeting at which a quorum is present Present (and shall if so directed by the meeting) adjourn the meeting from time to time and (in the case of a physical meeting, whether or not Virtual Attendance is permitted) from place to place, place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty days or more, notice Notice of the adjourned meeting shall be given as in the case of an the original meeting. Otherwise Save as aforesaid it shall not be necessary to give any such notice Notice of any adjourned meeting or of the business to be transacted at an adjourned meeting. 21.9 A resolution put 16.9 At every general meeting, the chairperson may determine the method for casting and counting votes, being such method as appears to him/her to be practicable and reasonable in the vote of the meeting circumstances. The chairperson’s decision in this regard shall be decided on final unless an objection is raised by a show of hands unless before, Member Present before or on the declaration of the result ofof the vote. In the event that such an objection is raised, each resolution to which it relates shall be put to the show of hands, the chairman demands a poll, vote or any other Member or Members collectively present in person or by proxy (or in as the case of may be) put again to the vote according to a corporation or other non-natural personprocedure, by its duly authorised representative or proxy) and holding at least ten per cent. being consistent in par value all respects with the voting rights of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimouslyMembers Present, or determined by a particular majority, or lost or not carried by a particular majority, an entry majority of Members Present who are entitled to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, vote thereon and the result of the poll vote shall be deemed to be the resolution of the general meeting at which the poll was demandeddetermined accordingly. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 16.10 In the case event of an equality of votes, whether on a show of hands or on a poll, votes at any general meeting the chairman chairperson shall not be entitled to a second or casting vote. 16.11 Anything which may be done at a general meeting of the Company (save for the passing of a resolution removing the Auditors) may be done by a resolution in Writing passed by all the Members who, at the date when the resolution is deemed to be passed, would be entitled to vote on the resolution if it were proposed at a general meeting. A resolution in Writing pursuant to this Article 16.11 shall be deemed to be passed when all the relevant Members have in accordance with the Law and Article 16.12 signified agreement to the resolution. The Directors may determine the date by which such resolution in Writing must be passed if it is not to lapse. 16.12 A resolution in Writing may consist of several instruments in the same form each Signed by or on behalf of one or more Members. A resolution in Writing may be sent or submitted to Members in hard copy or electronic form or in such other manner as the Directors may resolve. A Member signifies its agreement to a resolution in Writing when the Company receives from the Member (or from someone acting on the Member’s behalf) a document (sent or submitted in hard copy or electronic form or in such other manner as the Directors may resolve) which identifies the resolution to which it relates and indicates agreement to the resolution. A member’s agreement to a resolution in Writing, once signified, may not be revoked.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 18.1 No business shall be transacted at any general meeting unless a quorum is presentpresent at the time when the meeting proceeds to business. Two One or more Members being individuals holding not less than one-third in aggregate of the voting power of all Shares in issue and entitled to vote, present in person or by proxy or or, if a corporation or other non-natural person person, by its duly authorised representative or proxy representative, shall be represent a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 18.2 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to and shall reconvene on the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned reconvened meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any 18.3 A person to act as chairman of may participate in a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a Member in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote. 18.4 The Chairman or in his absence the vice-chairman of the Company or, if the Directors do not make any such appointment, the chairman, Board (if any, of the board of Directors ) shall preside as chairman at of the meeting, but if neither the Chairman nor such general meeting. If there vice-chairman (if any) is no such chairman, or if he shall not be present within fifteen (15) minutes after the time appointed for holding the meeting to commence, or is unwilling and willing to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 and, if there is only one Director present and willing to act, he shall be chairman. If no Director is willing to act as chairman chairman, or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting to commencemeeting, the Members present in person or by proxy and entitled to vote shall choose one of their number to be chairman. 18.5 The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls. The chairman of the meeting shall announce at each such meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at such meeting. 21.7 18.6 A Director shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company. 18.7 The chairman of the meeting may, with the consent of a any meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished which might properly have been transacted at the meeting from which had the adjournment took not taken place. 21.8 . When a general meeting is adjourned for thirty fourteen (14) days or more, at least seven (7) clear days’ notice shall be given in the manner herein provided, including, but not limited to, as described in Article 36, specifying the time and place of the adjourned meeting shall and the general nature of the business to be given as in the case of an original meetingtransacted. Otherwise it shall not be necessary to give any such notice of an adjourned meetingnotice. 21.9 A 18.8 At each meeting of the Members, all corporate actions, including the election of Directors, to be taken by vote of the Members (except as otherwise required by applicable law and except as otherwise provided in these Articles) shall be authorised by Ordinary Resolution. Where a separate vote by a class or classes or series is required, save as provided in Article 4.10, the affirmative vote of the majority of Shares of such class or classes or series present in person or represented by proxy at the meeting and voting shall be the act of such class or series (unless provided otherwise in the resolutions providing for the issuance of such class or series). 18.9 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 18.10 A poll shall be taken in such manner as the chairman directs, directs and he may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demandedtaken. 21.13 A poll demanded on 18.11 In the election case of a chairman or on a question equality of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such datevotes, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting votevote in addition to any other vote he may have. 18.12 If for so long as the Company has only one Member: (a) the sole Member may agree that any general meeting be called by shorter notice than that provided for by the Articles; and (b) all other provisions of the Articles apply with any necessary modification (unless the provision expressly provides otherwise).

PROCEEDINGS AT GENERAL MEETINGS. 21.1 10.1 All business shall be deemed special business which is transacted at (a) an extraordinary general meeting other than the conduct of and voting at, such meeting; and (b) an annual general meeting, with the exception of the conduct of, and voting at, such meeting, the consideration of the financial statement and of the respective reports of the Directors and Auditor, fixing or changing the number of Directors, the election of Directors, the appointment of the Auditor, the fixing of the remuneration of the Auditor and such other business as by these Articles or the Company Act may be transacted at a general meeting without prior notice thereof being given to the members or any business which is brought under consideration by the report of the Directors. 10.2 No business other than election of the chairman or the adjournment of the meeting, shall be transacted at any general meeting unless a quorum of members, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting. 10.3 Save as herein otherwise provided, a quorum shall be two members or proxyholders present. Two Members being individuals If there is only one member the quorum is one person present and being, or representing by proxy, such member. The Directors, the Secretary, or in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy his absence, an assistant Secretary, and the solicitor of the Company shall be a entitled to attend at any general meeting but no such person shall be counted in the quorum unless the Company has only one Member or be entitled to vote at such any general meeting in which case the quorum shall be that one Member present in person unless he is a member or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyproxyholder entitled to vote thereat. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 10.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a general meeting a quorum ceases to be is not present, the meeting, if convened upon a Members’ requisitionthe requisition of members, shall be dissolved and in dissolved. In any other case case, it shall stand adjourned to the same day in the next week week, at the same time and/or place or to such other dayand place, time and/or place as the Directors may determineand, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commencemeeting, the Members person or persons present and being, or representing by proxy, a member or members entitled to attend and vote at the meeting shall be a quorum. 21.5 10.5 The Directors mayChairman of the Board, if any, or in his absence the President of the Company shall be entitled to preside as Chairman at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a every general meeting of the Company or, if Company. 10.6 If at any general meeting neither the Directors do not make any such appointment, the chairman, if any, Chairman of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after Board nor the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director President is present within fifteen minutes after the time appointed for holding the meeting or is willing to commenceserve as Chairman, the Members members present shall choose one of their number to be chairman of the meetinga Chairman. 21.7 10.7 The chairman mayChairman may and shall, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) , adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty days or more, notice notice, but not "advance notice", of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Save as aforesaid, it shall not be necessary to give any such notice of an adjourned meeting or of the business to be transacted at an adjourned meeting. 21.9 A 10.8 No motion proposed at a general meeting need be seconded and the Chairman may propose or second a motion. 10.9 Subject to the provisions of the Company Act, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands hands, unless before, [before or on the declaration of the result of, of the show of hands, ] a poll is directed by the chairman demands a poll, Chairman or any other Member or Members collectively demanded by at least one member entitled to vote who is present in person or by proxy (proxy. The Chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value minute book of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a Company. A declaration by the chairman Chairman that a resolution has been carried carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, majority and an entry to that effect in the minutes minute book of the proceedings of the meeting Company shall be conclusive evidence of that fact the fact, without proof of the number or proportion of the votes recorded in favour of of, or against such that resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 10.10 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote. 10.11 No poll may be demanded on the election of a Chairman. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken as soon as, in the opinion of the Chairman, is reasonably convenient, but in no event later than seven days after the meeting and at such time and place and in such manner as the Chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn. In any dispute as to the admission or rejection of a vote, the decision of the Chairman made in good faith shall be final and conclusive. 10.12 Every ballot cast upon a poll and every proxy appointing a proxyholder who casts a ballot upon a poll shall be retained by the Secretary for such period and be subject to such inspection as the Company Act may provide. 10.13 On a poll, a person entitled to cast more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. 10.14 Unless the Company Act, the Memorandum or these Articles otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum of Members is present. Two Members The holders of a majority of the Shares being individuals present in person Person or by proxy or if a corporation or other non-natural person Person by its duly authorised representative or proxy shall be a quorum unless for all purposes; provided, that the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present presence in person or by proxy or (in the case of holders of a corporation or other non-natural person) by its duly authorised representative or proxymajority of the Class B Shares shall be required in any event. 21.2 A person 22.2 If provided by the Company, a Person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons Persons participating in the meeting can communicate with each other. Participation by a person Person in a general meeting in this manner is treated as presence in person Person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural personsPersons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be presentcommence, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 22.5 The Directors may, at any the time prior to the time appointed for the meeting to commence, appoint any person Person to act as a chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors (as elected by a majority of the Directors in accordance with Article 31.7) shall preside as chairman at such general meeting. If there is no such chairmanchairman present, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or chairman is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. The voting rights of the Chairman, if a Director, as to the matters to be decided by the Board of Directors shall be the same as other Directors. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 22.6 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to placeplace (provided, that no special meeting called by the holders of Class B Shares may be adjourned unless a quorum does not exist), but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.7 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Otherwise, it shall not be necessary to give any such notice of an adjourned meeting. 21.9 22.8 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.9 A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 22.10 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwithforthwith (provided, that no special meeting called by a holder of Class B Shares may be adjourned unless a quorum does not exist). A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.11 In the case of an equality of votes, whether on a show of hands or on a poll, votes the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 19.1 No business shall be transacted at any general a meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be but the absence of a quorum unless shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. If the Company has only one Member member entitled to attend and vote at the general meeting, one qualifying person present at the meeting and entitled to vote is a quorum. Except as otherwise provided by these Articles, a quorum is the members who together represent at such general meeting in which case least the quorum shall be that one Member majority of the voting rights of all the members entitled to vote, present in person Person or by proxy or (or, in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate corporation, a Corporate Representative), at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that relevant meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 19.2 If a quorum is not present within half an hour from after the time appointed for holding the meeting (or such additional time as the chairman of the meeting decides to commence wait), or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisitionon the requisition of members, shall be dissolved dissolved, and in any other case it shall stand adjourned. The continuation of a general meeting adjourned to the same under this Article 19.2 for lack of quorum shall take place either: (a) on a day in the next week that is not less than 14 days but not more than 28 days after it was adjourned and at the same a time and/or place or to specified for the purpose in the notice calling the meeting; or (b) where no such other dayarrangements have been specified, on a day that is not less than 14 days but not more than 28 days after it was adjourned and at such time and/or place as the chairman of the meeting decides (or, in default, the Directors may determinedecide). In the case of a general meeting to take place in accordance with Article 19.2(b), the Company must give not less than seven clear days’ notice of any adjourned meeting and if the notice must state the quorum requirement. 19.3 At an adjourned meeting the quorum is one qualifying person present and entitled to vote. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen 15 minutes after the time appointed for holding the meeting, the meeting to commenceshall be dissolved. 19.4 The chairman (if any) of the Board, or in his absence the Independent Lead Director, or in the absence of the Independent Lead Director, some other Director nominated prior to the meeting by the Board, shall preside as chairman of the meeting. If none of the chairman, the Independent Lead Director or such other Director (if any) is unwilling present within 15 minutes after the time appointed for holding the meeting and willing to actact as chairman, the Directors present shall elect one of their number present and willing to act as chairman of the meeting, and if there is only one Director present, he shall be chairman of the meetingmeeting if he agrees. This Article 19.4 is subject to Article 19.5. 21.6 19.5 If no Director is willing to act as chairman or if no Director is present within fifteen 15 minutes after the time appointed for holding the meeting, the members present in person or by proxy or by a Person authorised to act as a representative of a corporation (such Person, a “Corporate Representative”) and entitled to vote shall choose a member present in person or a proxy of a member or a Corporate Representative in relation to the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ ' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a majority of the issued Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ ' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present meeting shall be a quorumdissolved. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 22.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 22.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 22.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.10 A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 19.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals A majority in voting power of the Shares entitled to vote at such meeting, present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy proxy, shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 19.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed 19.3 Any action taken by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations must be taken or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed effected at a general meeting and may not be taken or effected by a written resolution or written consent of the Company duly convened and heldMembers or otherwise in lieu thereof. 21.4 19.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisitionRequisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 19.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he he, she or it shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect appoint one of their number to be chairman of the meeting. 21.6 19.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 19.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 19.8 When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 19.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the Directors, by Resolution of Directors, or the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten (10) per cent. in par value (if all the issued Shares have a par value), or otherwise by number of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 19.10 Unless a poll is duly demanded and the demand is not withdrawn withdrawn, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the minutes of the proceedings of the meeting meeting, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 19.11 The demand for a poll may be withdrawn. 21.12 19.12 Except on a poll demanded on the election appointment of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 19.13 A poll demanded on the election appointment of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 19.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 20.1 In accordance with the Companies Acts, a general meeting may be held with only one individual present provided that the requirement for a quorum is satisfied. No business shall be transacted at any general meeting unless a quorum is presentpresent when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the meeting. Two Members being individuals Save as otherwise provided by these Bye-Laws, at least two (2) Shareholders present in person or by proxy or if and entitled to vote representing the holders of a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless majority of the Company has only one Member issued shares entitled to vote at such general meeting in which case the quorum shall be a quorum for all purposes; provided, however, that if the Company or a class of Shareholders shall have only one Member Shareholder, one Shareholder present in person or by proxy or (in shall constitute the case of a corporation or other non-natural person) by its duly authorised representative or proxynecessary quorum. 21.2 A person may participate at a general meeting by conference telephone 20.2 If within five (5) minutes (or other communications equipment by means such longer time as the chairman of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolutionmay determine to wait) in writing (in one or more counterparts) signed by or on behalf of all of after the Members time appointed for the time being entitled to receive notice of and to attend and vote at general meetings (ormeeting, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be presentrepresented, the meeting, if convened upon a Members’ requisitionon the requisition of Shareholders, shall be dissolved and in dissolved. In any other case case, it shall stand adjourned to such other day and such other time and place as (i) a majority of the same day members of the Board, or (ii) the Shareholders present in the next week person or represented by proxy at the same time and/or place or meeting and entitled to such other dayvote thereat, time and/or place as by the Directors affirmative vote of the holders of a majority of the issued shares present, may determine. At such adjourned meeting, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be present or represented, any business may be transacted which might have been transacted at any adjourned meeting other than the business left unfinished at the meeting from which original meeting. If the adjournment took place. 21.8 When is for more than thirty (30) days, or if after the adjournment a general meeting new record date is fixed for the adjourned for thirty days or moremeeting, a notice of the adjourned meeting shall be given as in to each Shareholder of record entitled to vote at the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 20.3 A resolution put to the vote meeting of the meeting shall Shareholders or any class thereof may be decided on a show held by means of hands unless beforesuch telephone, electronic or on other communication facilities (including, without limiting the declaration generality of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural personforegoing, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimouslytelephone, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect video conferencing) as permit all persons participating in the minutes meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. If it appears to the chairman of a general meeting that the Specified Place is inadequate to accommodate all persons entitled and wishing to attend, the meeting is duly constituted and its proceedings are valid if the chairman is satisfied that adequate facilities are available, whether at the Specified Place or elsewhere, to ensure that each such person who is unable to be accommodated at the Specified Place is able to communicate simultaneously and instantaneously with the persons present at the Specified Place, whether by the use of microphones, loud-speakers, audio-visual or other communications equipment or facilities. 20.4 Subject to the Companies Acts, a resolution may only be put to a vote at a general meeting of the proceedings Company or of any class of Shareholders if: 20.4.1 it is proposed by or at the direction of the meeting shall be conclusive evidence of that fact without proof Board; or 20.4.2 it is proposed at the direction of the Court; or 20.4.3 it is proposed on the requisition in writing of such number or proportion of Shareholders as is prescribed by, and is made in accordance with, the relevant provisions of the votes recorded in favour of or against such resolution.Companies Acts; or 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as 20.4.4 the chairman of the general meeting directsin his absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting. 20.5 In addition to any other applicable requirements, for business to be properly brought before an Annual General Meeting by a Shareholder, such Shareholder must have given timely notice thereof in proper written form to the Secretary of the Company. 20.6 To be timely, a Shareholder’s notice to the Secretary must be delivered to or be mailed and received at the Registered Office(1) of the Company not less than ninety (90) days nor more than one-hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual General Meeting; provided, however, that in the event that the Annual General Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the Shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual General Meeting was mailed or such public disclosure of the date of the Annual General Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual General Meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above. 20.7 To be in proper written form, a Shareholder’s notice to the Secretary must set forth the following information: (a) as to each matter such Shareholder proposes to bring before the Annual General Meeting, a brief description of the business desired to be brought before the Annual General Meeting and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bye-Laws, the text of the proposed amendment), and the reasons for conducting such business at the Annual General Meeting, and (b) as to the Shareholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of the Company which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of all shares of the Company owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of the Company held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of the Company and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of the Company) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of share price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of the Company; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any business other than that upon which a poll has been demanded person or is contingent thereon may proceed pending persons (including their names) in connection with or relating to (A) the taking Company or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates or associates of the poll. 21.14 In the case of an equality of votessuch person, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.(iv) a

PROCEEDINGS AT GENERAL MEETINGS. 21.1 26.1 No business shall be transacted at any general meeting unless a quorum is presentpresent at the time when the meeting proceeds to business. Two The quorum required for a general meeting of Members being individuals consists of at least one (1) Member, present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be proxy, and entitled to vote, holding in aggregate not less than one-third (1/3) of the voting power of the Shares in issue carrying a quorum unless the Company has only one Member entitled right to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (meeting. Only business set out in the case of a corporation or other non-natural person) by its duly authorised representative or proxyapplicable notice may be transacted at such general meeting. 21.2 26.2 A person may participate at a general meeting by conference telephone or telephone, other communications equipment by means of which all the persons participating in the meeting can communicate with each otheror any other Electronic Facility. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 26.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 26.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be presentcommence, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 26.5 The Directors Board may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman chairperson of a general meeting of the Company or, if the Directors do Board does not make any such appointment, the chairmanchairperson, if any, of the board of Directors Board shall preside as chairman chairperson at such general meeting. If there is no such chairmanchairperson, or if he or she shall not be present within fifteen (15) minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one (1) of their number to be chairman chairperson of the meeting. 21.6 26.6 If no Director is willing to act as chairman chairperson or if no Director is present within fifteen (15) minutes after the time appointed for the meeting to commence, the Members present shall choose one (1) of their number to be chairman chairperson of the meeting. 21.7 26.7 The chairman chairperson may, with or without the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 26.8 When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting or of the business to be transacted at an adjourned general meeting. If a notice is issued in respect of a general meeting and the Board, in its absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Board may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting. 21.9 26.9 When a general meeting is postponed for thirty (30) days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Board may postpone a general meeting which has already been postponed. 26.10 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 26.11 A poll shall be taken as the chairman chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 26.12 A poll demanded on the election of a chairman chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, in such manner and at such time and place place, not being more than ten (10) calendar days from the date of the meeting or adjourned meeting at which the vote was taken, as the chairman chairperson directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the general meeting directs, and any at which the poll was demanded. Any other business other than that upon which a poll has been demanded is to be taken or is contingent thereon may proceed be proceeded with pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members (if such Member being individuals an individual, present in person or by proxy proxy; or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one such Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of being a corporation or other non-natural person) , by its duly authorised representative or proxy), representing a majority of the then outstanding Ordinary Shares throughout the meeting shall be a quorum. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determinetime, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, then the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand one Member demands a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directsdirects pursuant to these Articles, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votesno event, whether on a show of hands or on a poll, shall the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 19.1 No business shall be transacted at any general a meeting unless a quorum is present. Two Members being individuals The absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. Except as otherwise provided by these Articles, a quorum is the members who together represent at least the majority of the voting rights of all the members entitled to vote, present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless proxy, at the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that relevant meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 19.2 If a quorum is not present within half an hour from after the time appointed for holding the meeting to commence (or any longer period not exceeding one hour which the chairman of the meeting can decide), or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisitionon the requisition of members, shall be dissolved dissolved, and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other daydate, time and/or and place as the Directors may chairman of the meeting may, subject to the provisions of the Companies Act, determine, and if . If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen 15 minutes after the time appointed for holding the meeting, the meeting to commenceshall be dissolved. 19.3 The chairman (if any) of the Board, or in his absence the deputy chairman of the Board, shall preside as chairman of the meeting. In the absence of the chairman of the Board or the deputy chairman of the Board, some other Director nominated prior to the meeting by the Board shall preside as chairman of the meeting. If none of the chairman, deputy chairman or such other Director (if any) is unwilling present within 15 minutes after the time appointed for holding the meeting or is not willing to actact as chairman, the Directors present shall elect one of their number present and willing to act to be chairman of the meeting., and if there is only one Director present, he shall be chairman of the meeting if he agrees. This Article 19.3 is subject to Article 19.4 21.6 19.4 If no Director is willing to act as chairman or if no Director is present within fifteen 15 minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote shall choose a member present in person or a proxy of a member or a person authorised to act as a representative of a corporation in relation to the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 19.5 The Board or the chairman mayof the meeting may direct that any person wishing to attend any general meeting should submit to such searches or other security arrangements (including without limitation, with requiring evidence of identity to be produced before entering the consent meeting and placing restrictions on the items of a meeting at personal property which a quorum is present (and shall if so directed by may be taken into the meeting) adjourn as they or he consider appropriate under the circumstances. The Directors or the chairman of the meeting may in their or his absolute discretion refuse entry to, or eject from, any general meeting any person who refuses to submit to a search or otherwise comply with such security arrangements. 19.6 The Board or the chairman of the meeting may take such action, give such direction or put in place such arrangements as they or he consider appropriate to secure the safety of the people attending the meeting and to promote the orderly conduct of the business of the meeting. Any decision of the chairman of the meeting on matters of procedure or matters arising incidentally from time the business of the meeting, and any determination by the chairman of the meeting as to time and from place to placewhether a matter is of such a nature, but no business shall be transacted final. 19.7 Directors may attend and speak at general meetings and at any adjourned separate meeting of the holders of any class of shares, whether or not they are members. The chairman of the meeting may permit other than Persons who are not members of the business left unfinished Company or otherwise entitled to exercise the rights of members in relation to general meetings to attend and, at the meeting from which chairman of the adjournment took place. 21.8 When meeting’s discretion, speak at a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in at any separate class meeting. 19.8 In the case of an original any general meeting. Otherwise it shall not be necessary to give any such , the Board may, notwithstanding the specification in the notice convening the general meeting of an adjourned meeting. 21.9 A resolution put to the vote place at which the chairman of the meeting shall be decided on a show of hands unless beforepreside (the “principal place”), make arrangements for simultaneous attendance and participation at satellite meeting places, or on by way of any other electronic means, allowing persons not present together at the declaration same place to attend, speak and vote at the meeting. The arrangements for simultaneous attendance and participation at satellite meeting places, or other places at which persons are participating via electronic means may include arrangements for controlling or regulating the level of attendance at any particular venue provided that such arrangements shall operate so that all members and proxies wishing to attend the meeting are able to attend at one or other of the result ofvenues. The members or proxies at the satellite meeting places, or other places at which persons are participating via electronic means, shall be counted in the quorum for, and be entitled to vote at, the show general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of handsthe meeting is satisfied that adequate facilities are available throughout the meeting to ensure that the members or proxies attending at the satellite meeting places, or other places at which persons are participating via electronic means, are able to: (a) participate in the business for which the meeting has been convened; (b) see and hear all persons who speak (whether through the use of microphones, loud speakers, audio-visual communication equipment or otherwise) in the principal place and any other such place; and (c) be heard and seen by all other persons so present in the same way. 19.9 The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal place. If it appears to the chairman demands a poll, of the meeting that the facilities at the principal place or any other Member satellite meeting place, have become inadequate for the purposes set out in Article 19.8, then the chairman of the meeting may, without the consent of the meeting, interrupt or Members collectively adjourn the general meeting. All business conducted at the general meeting up to the point of the adjournment shall be valid. The provisions of Article 19.14 shall apply to that adjournment. 19.10 The Board may make arrangements for persons 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 and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. 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 member present in person or by proxy (at such a venue to view or in the case of a corporation hear all or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes any of the proceedings of the meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting. 19.11 The Board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 19.8 (including without limitation the issue of tickets or the imposition of some other means of selection) it in its absolute discretion considers appropriate, and may from time to time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy at a particular venue, he shall be conclusive evidence entitled to attend in person or by proxy at any other venue for which arrangements have been made pursuant to Article 19.10. The entitlement of that fact without proof any member to be present at such venue in person or by proxy shall be subject to any arrangement then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting. 19.12 If, after the sending of the number notice of a general meeting but before the meeting is held, or proportion after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the votes recorded in favour of adjourned meeting is required), the Board decides that it is impracticable or against such resolution. 21.11 The demand unreasonable, for a poll may be withdrawn. 21.12 Except on a poll demanded on reason beyond its control, to hold the election meeting at the declared place (or any of the declared places, in the case of a chairman meeting to which Article 19.8 applies) and/or time, it may change the place (or on a question of adjournment, a poll shall be taken as the chairman directs, and the result any of the poll shall be deemed declared places, in the case of a meeting to be which Article 19.7 applies) and/or postpone the resolution of the general meeting time at which the poll was demanded. 21.13 A poll demanded on meeting is to be held. If such a decision is made, the election Board may then change the place (or any of the declared places, in the case of a chairman or on a question meeting to which Article 19.8 applies) and/or postpone the time again if it decides that it is reasonable to do so. In either case: (a) no new notice of adjournment shall the meeting need be taken forthwith. A poll demanded on any other question shall be taken at such sent, but the Board shall, if practicable, advertise the date, time and place as the chairman of the meeting by public announcement and in two newspapers with national circulation in the United Kingdom and shall make arrangements for notices of the change of place and/or postponement to appear at the original place and/or at the original time; and (b) a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the Office or such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with paragraph (a) of Article 23.6 or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with paragraph (b) of Article 23.6. 19.13 For the purposes of Articles 19.8, 19.9, 19.10, 19.11 and 19.12, the right of a member to participate in the business of any general meeting directsshall include, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending without limitation, the taking of the poll. 21.14 In the case of an equality of votesright to speak, whether on a show of hands or vote on a poll, be represented by a proxy and have access to all documents which are required by the chairman shall Companies Act or these Articles to be entitled to a second or casting votemade available at the meeting.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 20.1 No business shall be transacted at any general meeting unless a quorum is present. Two Unless the Members being individuals otherwise consent in writing, the quorum at any general meeting or adjourned general meeting shall be two persons, of whom one shall be a holder of Reuters Shares present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy and one shall be a holder of CME Shares present in present in person or by proxy. A Member may only be counted in the quorum unless once, notwithstanding that he may also be acting as a proxy or corporate representative for another Member, and a proxy or corporate representative who is not a Member may only be counted in the Company quorum once, notwithstanding that he may be acting as proxy or corporate representative for more than one Member. 20.2 If, and for so long as, the company has only one Member entitled to vote at such general meeting in which case the quorum shall be Member, that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed a quorum at a any general meeting of the Company duly convened and heldcompany or of the holders of any class of Shares. 21.4 20.3 If a quorum is not present within half an hour (or such longer time as the persons present may all agree to wait) from the time appointed for the meeting to commence any general meeting, or if during such a general meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, meeting shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorumdissolved. 21.5 20.4 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, (if any, ) of the board of Directors directors or in his absence some other director nominated by the directors shall preside as chairman at of the meeting, but if neither the chairman nor such general meeting. If there is no such chairman, or other director (if he shall not any) be present within fifteen minutes after the time appointed for holding the meeting to commence, or is unwilling and willing to act, the Directors directors present shall elect one of their number to be chairman of the meetingand, if there is only one director present and willing to act, he shall be chairman. 21.6 20.5 If no Director director is willing to act as chairman chairman, or if no Director director is present within fifteen minutes after the time appointed for holding the meeting to commencemeeting, the Members present and entitled to vote shall choose one of their number to be chairman chairman. 20.6 A director shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting and at any separate meeting of the meetingholders of any class of Shares in the company. 21.7 20.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any an adjourned meeting other than the business left unfinished which might properly have been transacted at the meeting from which had the adjournment took not taken place. 21.8 . When a general meeting is adjourned for thirty fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting shall and the general nature of the business to be given as in the case of an original meetingtransacted. Otherwise it shall not be necessary to give any such notice notice. Portions of an adjourned meetingthis exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. 21.9 20.8 A resolution put to the vote of the a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, hands a poll is duly demanded. Subject to the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value provisions of the Shares giving Act, a right to attend poll may be demanded by any Member and vote at a demand by a person as proxy for a Member shall be the meeting same as a demand a pollby the Member. 21.10 20.9 A poll demanded on any question shall be taken forthwith. 20.10 Unless a poll is duly demanded and the demand is not withdrawn demanded, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost lost, or not carried by a particular majority, majority and an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that the fact without proof of the number or proportion of the votes recorded in favour of or against such the resolution. 21.11 20.11 The demand for a poll may may, before the poll is taken, be withdrawnwithdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 20.12 A poll shall be taken as the chairman directs, directs and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 20.13 A poll demanded on the election of a chairman resolution in writing executed by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a question general meeting or a meeting of adjournment the relevant class of holders of Shares at which he was present shall be taken forthwithas effectual as if it had been passed at a general meeting or a meeting of the relevant class of holders of Shares duly convened and held. A poll demanded on any other question Such a resolution shall be taken at by means of an instrument or contained in an electronic communication sent to such dateaddress (if any) for the time being notified to the company for that purpose and may consist of several instruments or electronic communications, time each executed by or on behalf of one or more Members and place in such manner as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon directors may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands approve by or on behalf of one or more Members, or a poll, the chairman shall be entitled to a second or casting votecombination of both.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 18.1 No business shall be transacted at any general meeting unless a quorum is presentpresent at the time when the meeting proceeds to business. Two One or more Members being individuals holding not less than one-third in aggregate of the voting power of all Shares in issue and entitled to vote, present in person or by proxy or or, if a corporation or other non-natural person Person, by its duly authorised representative or proxy representative, shall be represent a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or18.2 Notwithstanding Article 18.1, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to and shall reconvene on the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned reconvened meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any 18.3 A person to act as chairman of may participate in a general meeting by conference telephone or other communications equipment by means of which all the Company orpersons participating in the meeting can communicate with each other at the same time. Participation by a Member in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote. 18.4 The Bertelsmann Chairman, if or in his absence the Directors do not make any such appointmentExxxxxx Family Chairman, the chairman, if any, of the board of Directors shall preside as chairman at such general of the meeting. If there , but if neither the Bertelsmann Chairman nor the Exxxxxx Family Chairman is no such chairman, or if he shall not be present within fifteen (15) minutes after the time appointed for holding the meeting to commence, or is unwilling and willing to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 and, if there is only one Director present and willing to act, he shall be chairman. If no Director is willing to act as chairman chairman, or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting to commencemeeting, the Members present in person or by proxy and entitled to vote shall choose one of their number to be chairman. 18.5 The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls. The chairman of the meeting shall announce at each such meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at such meeting. 21.7 18.6 A Director shall, notwithstanding that he is not a Member and that he has no right to vote, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company. 18.7 The chairman of the meeting may, with the consent of a any meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to placetime, but no business shall be transacted at any adjourned meeting other than the business left unfinished which might properly have been transacted at the meeting from which had the adjournment took not taken place. 21.8 . When a general meeting is adjourned for thirty fourteen (14) days or more, at least seven (7) Clear Days’ notice shall be given in the manner herein provided, including, but not limited to, as described in Article ‎36, specifying the time, place and agenda of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meetingnotice. 21.9 A 18.8 At each meeting of the Members, all corporate actions, including the election of Directors, to be taken by vote of the Members (except as otherwise required by applicable law and except as otherwise provided in these Articles) shall be authorised by Ordinary Resolution. Where a separate vote by a class or classes or series is required, save as provided in Article ‎4.11, the affirmative vote of the majority of Shares of such class or classes or series present in person or represented by proxy at the meeting and voting shall be the act of such class or series (unless provided otherwise in the resolutions providing for the issuance of such class or series). 18.9 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 18.10 A poll shall be taken in such manner as the chairman directs, of the meeting directs and he may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demandedtaken. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the 18.11 The chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not be entitled to a second or casting vote. 18.12 If for so long as the Company has only one Member: (a) in relation to a general meeting, the sole Member or a proxy for that Member or (if the Member is a corporation) a duly authorised representative of that Member is a quorum and Article ‎18.1 is modified accordingly; (b) the sole Member may agree that any general meeting be called by shorter notice than that provided for by these Articles; and (c) all other provisions of these Articles apply with any necessary modification (unless the provision expressly provides otherwise).

PROCEEDINGS AT GENERAL MEETINGS. 21.1 20.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its a duly authorised representative or proxy. 21.2 20.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 20.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural personscorporations, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 20.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a the requisition of Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or and place or to such other day, time and/or or such other place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 20.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such every general meeting. If meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commenceholding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 20.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting to commencemeeting, the Members present shall choose one of their number to be chairman of the meeting. 21.7 20.7 The chairman may, with the consent of a meeting at which a quorum is present present, (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meetingnotice. 21.9 20.8 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 20.9 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 20.10 The demand for a poll may be withdrawn. 21.12 20.11 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 Quorum 82. For all purposes, the quorum for a general meeting shall be two members present in person or by proxy. Special business 83. All business shall be deemed special that is transacted at an extraordinary general meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of sanctioning a dividend the consideration of the accounts and balance sheets and the report of the Directors and Auditors and any other documents annexed in the balance sheet, appointing Directors in place of those retiring by rotation or otherwise, the fixing of the Directors remuneration and the appointment and fixing of the remuneration of the Auditors. Quorum to be present when business commenced 84. No business shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the business. No business to be transacted without Chairman 85. No business except the choice of a quorum Chairman or the adjournment of the meeting shall be transacted or discussed at any general meeting while the chair is presentvacant. Two Members being individuals present Chairman of general meeting 86. The Chairman of the Directors or in person or by proxy the absence of the Chairman, the Deputy Chairman (if any) shall be entitled to take the Chair at every general meeting or if there be no such Chairman, or Deputy Chairman or if at any meeting neither of them is present within fifteen minutes after the time appointed for holding such meeting or neither of them is willing to act, the Directors present shall choose one of their number to be Chairman, or if all the Directors present decline to take the Chair, then the members present shall choose one of their number being a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member member entitled to vote at such general meeting in which case the to be a Chairman. When if quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present meeting to be dissolved and when to be adjourned 87. If within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be is not present, the meeting, if convened upon a Members’ requisition, meeting shall be dissolved adjourned to such time and place as the Chairman shall appoint, provided however that in the case of a meeting convened on requisition of members, the meeting shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determineand place, and if at the such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting to commencemeeting, the Members members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number How questions to be chairman of the decided at meeting. 21.6 If no Director is willing ; casting vote 88. Every question submitted to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 A resolution put to the vote of the meeting shall be decided on in the first instance by a show of hands unless before, before or on the upon declaration of the result of, of the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly be demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwithhereinafter provided. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether votes the Chairman of the meeting shall both on a show of hands and at the poll have a casting vote in addition to the vote or on votes to which he may be entitled as a pollmember, PROVIDED THAT where 2 members form a quorum, the chairman Chairman of a meeting at which only such a quorum is present, or at which only 2 members are competent to vote in the question at issue, shall be entitled to not have a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a majority of the issued Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present meeting shall be a quorumdissolved. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman or co-chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman or co-chairman, if any, of the board of Directors shall preside as chairman or co-chairman at such general meeting. If there is no such chairman or co-chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 22.6 If no Director is willing to act as chairman or co-chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 22.7 The chairman or co-chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 22.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.10 A poll shall be taken as the chairman or co-chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 22.11 A poll demanded on the election of a chairman or co-chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.12 In the case of an equality of votes, whether on a show of hands or on a poll, votes the chairman or each co-chairman, if any, shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 19.1 No business shall be transacted at any general a meeting unless a quorum is present. Two Members being individuals The absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. Except as otherwise provided by these Articles, a quorum is the members who together represent at least the majority of the voting rights of all the members entitled to vote, present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless proxy, at the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that relevant meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 19.2 If a quorum is not present within half an hour from after the time appointed for holding the meeting to commence (or any longer period not exceeding one hour which the chairman of the meeting can decide), or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisitionon the requisition of members, shall be dissolved dissolved, and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other daydate, time and/or and place as the Directors may chairman of the meeting may, subject to the provisions of the Companies Act, determine, and if . If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen 15 minutes after the time appointed for holding the meeting, the meeting to commenceshall be dissolved. 19.3 The chairman (if any) of the Board, or in his absence the deputy chairman of the Board, shall preside as chairman of the meeting. In the absence of the chairman of the Board or the deputy chairman of the Board, some other Director nominated prior to the meeting by the Board shall preside as chairman of the meeting. If none of the chairman, deputy chairman or such other Director (if any) is unwilling present within 15 minutes after the time appointed for holding the meeting or is not willing to actact as chairman, the Directors present shall elect one of their number present and willing to act to be chairman of the meeting., and if there is only one Director present, he shall be chairman of the meeting if he agrees. This Article 19.3 is subject to Article 19.4 21.6 19.4 If no Director is willing to act as chairman or if no Director is present within fifteen 15 minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote shall choose a member present in person or a proxy of a member or a person authorised to act as a representative of a corporation in relation to the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 19.5 The Board or the chairman mayof the meeting may direct that any person wishing to attend any general meeting should submit to such searches or other security arrangements (including without limitation, with requiring evidence of identity to be produced before entering the consent meeting and placing restrictions on the items of a meeting at personal property which a quorum is present (and shall if so directed by may be taken into the meeting) adjourn as they or he consider appropriate under the circumstances. The Directors or the chairman of the meeting may in their or his absolute discretion refuse entry to, or eject from, any general meeting any person who refuses to submit to a search or otherwise comply with such security arrangements. 19.6 The Board or the chairman of the meeting may take such action, give such direction or put in place such arrangements as they or he consider appropriate to secure the safety of the people attending the meeting and to promote the orderly conduct of the business of the meeting. Any decision of the chairman of the meeting on matters of procedure or matters arising incidentally from time the business of the meeting, and any determination by the chairman of the meeting as to time and from place to placewhether a matter is of such a nature, but no business shall be transacted final. 19.7 Directors may attend and speak at general meetings and at any adjourned separate meeting of the holders of any class of shares, whether or not they are members. The chairman of the meeting may permit other than Persons who are not members of the business left unfinished Company or otherwise entitled to exercise the rights of members in relation to general meetings to attend and, at the meeting from which chairman of the adjournment took place. 21.8 When meeting’s discretion, speak at a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in at any separate class meeting. 19.8 In the case of an original any general meeting. Otherwise it shall not be necessary to give any such , the Board may, notwithstanding the specification in the notice convening the general meeting of an adjourned meeting. 21.9 A resolution put to the vote place at which the chairman of the meeting shall be decided on a show of hands unless beforepreside (the “principal place”), make arrangements for simultaneous attendance and participation at satellite meeting places, or on by way of any other electronic means, allowing persons not present together at the declaration same place to attend, speak and vote at the meeting. The arrangements for simultaneous attendance and participation at satellite meeting places, or other places at which persons are participating via electronic means may include arrangements for controlling or regulating the level of attendance at any particular venue provided that such arrangements shall operate so that all members and proxies wishing to attend the meeting are able to attend at one or other of the result ofvenues. The members or proxies at the satellite meeting places, or other places at which persons are participating via electronic means, shall be counted in the quorum for, and be entitled to vote at, the show general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of handsthe meeting is satisfied that adequate facilities are available throughout the meeting to ensure that the members or proxies attending at the satellite meeting places, or other places at which persons are participating via electronic means, are able to: (a) participate in the business for which the meeting has been convened; (b) see and hear all persons who speak (whether through the use of microphones, loud speakers, audio-visual communication equipment or otherwise) in the principal place and any other such place; and (c) be heard and seen by all other persons so present in the same way. 19.9 The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal place. If it appears to the chairman demands a poll, of the meeting that the facilities at the principal place or any other Member satellite meeting place, have become inadequate for the purposes set out in Article 19.8, then the chairman of the meeting may, without the consent of the meeting, interrupt or Members collectively adjourn the general meeting. All business conducted at the general meeting up to the point of the adjournment shall be valid. The provisions of Article 19.14 shall apply to that adjournment. 19.10 The Board may make arrangements for persons 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 and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. 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 member present in person or by proxy (at such a venue to view or in the case of a corporation hear all or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes any of the proceedings of the meeting or to speak at the meeting shall be conclusive evidence of that fact without proof not in any way affect the validity of the number or proportion proceedings of the votes recorded in favour of or against such resolutionmeeting. 21.11 19.11 The demand Board may from time to time make any arrangements for a poll may be withdrawn. 21.12 Except on a poll demanded on controlling the election level of a chairman attendance at any venue for which arrangements have been made pursuant to Article 19.8 (including without limitation the issue of tickets or on a question the imposition of adjournment, a poll shall be taken as the chairman directssome other means of selection) it in its absolute discretion considers appropriate, and the result of the poll shall be deemed may from time to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of time change those arrangements. If a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such datemember, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.pursuant to

PROCEEDINGS AT GENERAL MEETINGS. 21.1 (1) All business that is transacted at an Extraordinary General Meeting and at an Annual General Meeting shall be deemed special, with the exception of the matters referred to in Article 17(1) (i), (ii), (iii), (iv), (v) and (vi). (2) No business shall be transacted at any general meeting General Meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in when the meeting can communicate with each otherproceeds to business. Participation by a person in a general meeting in this manner is treated Save as presence in person at that meeting.otherwise provided 21.3 A resolution (including a Special Resolution3) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half for an hour from Extraordinary General Meeting, including a meeting convened on the time appointed for requisition of Shareholders, the meeting to commence shall stand adjourned for two hours (or such longer period of time as may be determined by the Chairman) thereafter at the same place, and if during at such a an adjourned meeting a quorum ceases to be is not present, Representatives or appointed proxies of the meeting, if convened upon a Members’ requisitionShareholders holding in aggregate not less than fifty per cent (50%) plus one of the issued shares of the Bank, shall be dissolved and in a quorum. In any other case it shall stand adjourned to for two hours (or such longer period of time as may be determined by the same day in the next week Chairman) thereafter at the same time and/or place or to such other day, time and/or place as the Directors may determineplace, and if at the a such an adjourned meeting a quorum is not present within half an hour from present, Representatives or appointed proxies of the time appointed for Shareholders holding in aggregate not less than thirty per cent (30%) of the meeting to commenceissued shares of the Bank, the Members present shall be a quorum. 21.5 (4) The Directors mayChairman of the General Meeting, and, in his absence, the Vice-Chairman, shall preside at every General Meeting. If at any time prior meeting the Chairman shall not be present, or if he is unable or unwilling to act as chairman, the time appointed for Vice- Chairman shall preside at the meeting to commenceand, appoint any failing that, the Representatives or appointed proxies present shall choose the person to act as chairman of a general meeting the meeting. References in this Charter to the “Chairman of the Company or, if the Directors do not make General Meeting” shall accordingly include references to any such appointment, the chairman, if any, of the board of Directors shall preside person acting as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 The chairman may, a General Meeting in accordance with the consent terms of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took placethis paragraph 4 of Article 19. 21.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 15.1 No business shall be transacted at any general meeting unless a quorum of Shareholders is presentpresent at the time when the meeting proceeds to business. Two Members being individuals Subject to the proviso below, one or more Shareholders present in person or by proxy or if holding at least a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless majority of the issued and outstanding shares of the Company has only one Member entitled to vote at such general meeting in which case shall constitute a quorum; provided that the quorum for any meeting at which a Special Resolution is to be considered and voted upon pursuant to Sections 18.8(c), 19.1(c), 33.8, 34.7 or 35.5 shall be that one Member or more Shareholders present in person or by proxy holding at least a majority of the issued and outstanding shares of the Company entitled to vote at such meeting and, for so long as members of the KPC Affiliated Group own, in the aggregate, at least four percent (4%), (i) of the voting power of Outstanding Voting Stock, or (in ii) of all the outstanding Ordinary SHARES, one of such Shareholders present is SFIC Holdings (a "Special Quorum"). The Shareholders present at a duly constituted general meeting may continue to transact business until adjournment, despite the withdrawal of enough Shareholders to leave less than a quorum, or, as the case may be, Special Quorum. If a meeting is adjourned for lack of quorum, or, as the case may be, Special Quorum, it will stand adjourned to such other day at such other time and place as the Board of Directors may determine and at which a corporation quorum or, as the case may be, Special Quorum is present in person or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate (a) Subject to the terms of any class or series of shares issued by the Company, if a Shareholder desires to nominate persons for election as Directors at a any general meeting duly called for the election of Directors, written notice of such Shareholder's intent to make such a nomination must be given and received by conference telephone the Secretary of the Company at the principal executive offices of the Company not later than (i) with respect to an annual general meeting of Shareholders, ninety days in advance of the anniversary date of the immediately preceding annual general meeting and (ii) with respect to an extraordinary general meeting, the close of business on the tenth day following the date on which notice of such meeting is first sent or other communications equipment by means of which all given to Shareholders. Each such notice shall set forth (i) the persons participating name and address, as it appears in the Register of the Company, of the Shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation that the Shareholder is a holder of record of shares of the Company entitled to vote at such meeting can communicate with and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the class and number of shares of the Company which are beneficially owned by the Shareholder; (iv) a description of all arrangements or understandings between the Shareholder and each other. Participation nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by a person the Shareholder; (v) such other information regarding each nominee proposed by such Shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended from time to time, of the United States of America, whether or not the Company is then subject to such Regulation; and (vi) the consent of each nominee to serve as a Director of the Company, if so elected. The Chairman of the annual general meeting or extraordinary general meeting shall, if the facts warrant, refuse to acknowledge a nomination not made in this manner compliance with the foregoing procedure, and any such nomination not properly brought before the meeting shall not be considered. (b) Subject to the terms of any class or series of shares issued by the Company, if a Shareholder desires to submit a proposal for consideration by the Shareholders at any general meeting, written notice of such Shareholder's intent to submit such a proposal must be given and received by the Secretary of the Company not later than (i) with respect to an annual general meeting of Shareholders, ninety days in advance of the anniversary date of the immediately preceding annual general meeting; and (ii) with respect to an extraordinary general meeting, the close of business on the tenth day following the date on which notice of such meeting is treated sent or given to Shareholders. Each such notice shall set forth (i) the name and address, as presence it appears in the Register, of the Shareholder who intends to submit the proposal; (ii) a representation that the Shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at that meetingthe meeting to submit the proposal specified in the notice; (iii) the class and number of shares of the Company which are beneficially owned by the Shareholder; and (iv) such other information regarding each proposal submitted by such Shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended from time to time, of the United States of America, whether or not the company is then subject to such Regulation. The Chairman of the annual general meeting or extraordinary general meeting shall, if the facts warrant, refuse to acknowledge a proposal not made in compliance with the foregoing procedure, and any such proposal not properly brought before the meeting shall not be considered. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all 15.3 The Chairman of the Members for Board, or any Director designated by the time being entitled to receive notice Board of and to attend and vote Directors, shall preside as Chairman at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a every general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence Company, or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairmanChairman, or if he or such designee shall not be present within fifteen minutes one hour after the time appointed for the meeting to commenceholding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman Chairman of the meeting. 21.6 15.4 If at any general meeting no Director is willing to act as chairman Chairman or if no Director is present within fifteen minutes one hour after the time appointed for holding the meeting to commencemeeting, the Members Shareholders present shall choose one of their number to be chairman Chairman of the meeting. 21.7 15.5 The chairman Chairman may, with the consent of a any general meeting at which a quorum is present (and shall if so directed by the meeting) duly constituted hereunder, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise ; save as aforesaid it shall not be necessary to give any such notice of an adjournment or of the business to be transacted at an adjourned general meeting. 21.9 A 15.6 At any general meeting a resolution put to the vote of at the meeting shall be decided on a show poll taken in such manner as the Chairman directs. 15.7 Subject to the terms of hands unless beforeany class or series of shares issued by the Company, or on the declaration every Shareholder of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively record present in person or by proxy (or shall have one vote for each issued Ordinary Share registered in his name in the case Register. Cumulative voting is expressly prohibited. Elections of a corporation or other non-natural person, Directors need not be by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a pollballot. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 15.8 In the case of joint holders of record, the vote of each joint holder, whether in person or by proxy, shall be required in order for such joint holders' vote to be counted. 15.9 A Shareholder of unsound mind, or in respect of whom an equality of votesorder has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the chairman nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other persons may vote by proxy. 15.10 No Shareholder shall be entitled to vote at any general meeting unless he is registered as a second Shareholder of the Company on the record date for such meeting or casting voteholds a valid proxy of such a Shareholder and unless all sums presently payable in respect of the shares to be voted have been paid. 15.11 Votes may be given either personally or by proxy.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ ' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 If a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting. 21.10 When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed. 21.11 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, votes the chairman shall not be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ ' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 22.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 22.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 22.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 22.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 22.11 The demand for a poll may be withdrawn. 21.12 22.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 22.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 19.1 No business shall be transacted at any general a meeting unless a quorum is present. Two Members being individuals The absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. Except as otherwise provided by these Articles, a quorum is the members who together represent at least the majority of the voting rights of all the members entitled to vote, present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless proxy, at the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that relevant meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 19.2 If a quorum is not present within half an hour from after the time appointed for holding the meeting to commence (or any longer period not exceeding one hour which the chairman of the meeting can decide), or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisitionon the requisition of members, shall be dissolved dissolved, and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other daydate, time and/or and place as the Directors may chairman of the meeting may, subject to the provisions of the Companies Act, determine, and if . If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen 15 minutes after the time appointed for holding the meeting, the meeting to commenceshall be dissolved. 19.3 The chairman (if any) of the Board, or in his absence the deputy chairman of the Board, shall preside as chairman of the meeting. In the absence of the chairman of the Board or the deputy chairman of the Board, some other Director nominated prior to the meeting by the Board shall preside as chairman of the meeting. If none of the chairman, deputy chairman or such other Director (if any) is unwilling present within 15 minutes after the time appointed for holding the meeting or is not willing to actact as chairman, the Directors present shall elect one of their number present and willing to act to be chairman of the meeting., and if there is only one Director present, he shall be chairman of the meeting if he agrees. This Article 19.3 is subject to Article 19.4 21.6 19.4 If no Director is willing to act as chairman or if no Director is present within fifteen 15 minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote shall choose a member present in person or a proxy of a member or a person authorised to act as a representative of a corporation in relation to the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 19.5 The Board or the chairman mayof the meeting may direct that any person wishing to attend any general meeting should submit to such searches or other security arrangements (including without limitation, with requiring evidence of identity to be produced before entering the consent meeting and placing restrictions on the items of a meeting at personal property which a quorum is present (and shall if so directed by may be taken into the meeting) adjourn as they or he consider appropriate under the circumstances. The Directors or the chairman of the meeting may in their or his absolute discretion refuse entry to, or eject from, any general meeting any person who refuses to submit to a search or otherwise comply with such security arrangements. 19.6 The Board or the chairman of the meeting may take such action, give such direction or put in place such arrangements as they or he consider appropriate to secure the safety of the people attending the meeting and to promote the orderly conduct of the business of the meeting. Any decision of the chairman of the meeting on matters of procedure or matters arising incidentally from time the business of the meeting, and any determination by the chairman of the meeting as to time and from place to placewhether a matter is of such a nature, but no business shall be transacted final. 19.7 Directors may attend and speak at general meetings and at any adjourned separate meeting of the holders of any class of shares, whether or not they are members. The chairman of the meeting may permit other than Persons who are not members of the business left unfinished Company or otherwise entitled to exercise the rights of members in relation to general meetings to attend and, at the meeting from which chairman of the adjournment took place. 21.8 When meeting’s discretion, speak at a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in at any separate class meeting. 19.8 In the case of an original any general meeting. Otherwise it shall not be necessary to give any such , the Board may, notwithstanding the specification in the notice convening the general meeting of an adjourned meeting. 21.9 A resolution put to the vote place at which the chairman of the meeting shall be decided on a show of hands unless beforepreside (the “principal place”), make arrangements for simultaneous attendance and participation at satellite meeting places, or on by way of any other electronic means, allowing persons not present together at the declaration same place to attend, speak and vote at the meeting. The arrangements for simultaneous attendance and participation at satellite meeting places, or other places at which persons are participating via electronic means may include arrangements for controlling or regulating the level of attendance at any particular venue provided that such arrangements shall operate so that all members and proxies wishing to attend the meeting are able to attend at one or other of the result ofvenues. The members or proxies at the satellite meeting places, or other places at which persons are participating via electronic means, shall be counted in the quorum for, and be entitled to vote at, the show general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of handsthe meeting is satisfied that adequate facilities are available throughout the meeting to ensure that the members or proxies attending at the satellite meeting places, or other places at which persons are participating via electronic means, are able to: (a) participate in the business for which the meeting has been convened; (b) see and hear all persons who speak (whether through the use of microphones, loud speakers, audio-visual communication equipment or otherwise) in the principal place and any other such place; and (c) be heard and seen by all other persons so present in the same way. 19.9 The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal place. If it appears to the chairman demands a poll, of the meeting that the facilities at the principal place or any other Member satellite meeting place, have become inadequate for the purposes set out in Article 19.8, then the chairman of the meeting may, without the consent of the meeting, interrupt or Members collectively adjourn the general meeting. All business conducted at the general meeting up to the point of the adjournment shall be valid. The provisions of Article 19.14 shall apply to that adjournment. 19.10 The Board may make arrangements for persons 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 and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. 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 member present in person or by proxy (at such a venue to view or in the case of a corporation hear all or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes any of the proceedings of the meeting or to speak at the meeting shall be conclusive evidence of that fact without proof not in any way affect the validity of the number or proportion proceedings of the votes recorded in favour of or against such resolutionmeeting. 21.11 19.11 The demand Board may from time to time make any arrangements for a poll may be withdrawn. 21.12 Except on a poll demanded on controlling the election level of a chairman attendance at any venue for which arrangements have been made pursuant to Article 19.8 (including without limitation the issue of tickets or on a question the imposition of adjournment, a poll shall be taken as the chairman directssome other means of selection) it in its absolute discretion considers appropriate, and the result of the poll shall be deemed may from time to be the resolution of the general meeting time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such dateparticular venue, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman he shall be entitled to a second attend in person or casting voteby proxy at any other venue for which arrangements have been made pursuant to Article 19.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 (1) Twenty-one days' notice at least in the case of an Annual General Meeting or a meeting for the passing of a special resolution and in the case of any other general meetings fourteen days' notice at least (in either case exclusive of the day on which the notice is deemed to be served and the day for which notice is given) specifying the place the day and the hour of the meeting and the general nature of the business to be transacted shall be given in manner hereinafter mentioned or in such other manner (if any) as may be prescribed by the Company in general meeting to such persons as are under the articles entitled to receive such notices from the Company but the non-receipt of the notice by any such persons shall not invalidate the proceedings at any general meeting. With the consent of all the members for the time being entitled to be present and to vote at an Annual General Meeting such meeting may be convened on a shorter notice than twenty-one days and in the case of any other general meeting with the consent of a majority in number of the members entitled to attend and vote thereat such majority together holding not less than 95 per centum in nominal value of the shares which give the right to attend and vote thereat such meeting may be convened on a shorter notice than either twenty-one days in the case of a meeting at which a resolution will be proposed as a special resolution or fourteen days in the case of any other meeting. (2) Notice of every general meeting shall be given in accordance with the provisions of article 25 hereof, but the accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting. (3) No business shall be transacted at any general meeting unless a quorum of members is presentpresent at the time when the meeting proceeds to business. Two Members persons entitled to vote upon the business to be transacted, each being individuals present in person a member or by a proxy for a member or if a corporation or other non-natural person by its duly authorised representative or proxy of a body corporate, shall be a quorum unless provided that if at any time all of the issued shares in the Company has only one Member entitled to vote at are held by or by a nominee for a holding company, such general meeting in which case the quorum shall be that one Member single member present in person by duly authorised representative of a body corporate or by proxy or (in the case of shall constitute a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 A person (4) Any member may participate at in a general meeting by means of a conference telephone or other similar communications equipment by means of which whereby all the persons members participating in the general meeting can communicate with hear each other. Participation by a person in a general meeting other and the members participating in this manner is treated as presence shall be deemed to be present in person at that meetingsuch meeting for all the purposes of these articles. 21.3 A resolution (including a Special Resolution5) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other nonIf within half-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an an-hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, is not present the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it meeting shall stand adjourned to the place time and day in the next week to be appointed by the chairman or if no place time and day is so appointed to the same day in the next week at the same time and/or and place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum as above defined is not present within half an half-an-hour from the time appointed for the meeting to commence, the Members one member present or his proxy shall be constitute a quorum. 21.5 (6) The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting (if any) of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such every general meeting. If meeting of the Company or if there is no such chairman, chairman or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting to commence, or is unwilling to act, act the Directors present shall elect one of their number to be chairman of the meeting. 21.6 (7) If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting to commence, the Members members present shall choose one of their number to be chairman of the meeting. 21.7 (8) The chairman may, may with the consent of a any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty ten days or more, more notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Save as aforesaid it shall not be necessary to give any such notice of an adjournment or of the business to be transacted at an adjourned meeting. 21.9 A (9) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, a poll is (before or on the declaration of the result of, of the show of hands, ) decided upon by the chairman demands a poll, or any other Member or Members collectively present in person demanded by at least five members having the right to vote on the question or by proxy (any member or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding members representing at least ten per cent. in par value one-tenth of the Shares giving total voting rights of all members having a right to attend vote on the question and vote at the meeting demand a poll. 21.10 Unless unless a poll is duly so demanded and the demand is not withdrawn a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, unanimously or by a particular majority, majority or lost or not carried by a particular majority, and an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand (10) A resolution in writing signed by all the members of the Company for the time being entitled to receive notice of and to attend and vote at general meetings or their duly appointed attorneys shall be as valid and effectual as if it had been passed at a meeting of the members duly convened and held. Any such resolution may consist of several documents in the like form signed by one or more of the members or their attorneys and signature in the case of a corporate body which is a member shall be sufficient if made by a director thereof or its duly appointed attorney. (11) If at any time the Company has only one number, a decision of such single member of which a record in writing is provided to the Company in accordance with Article 95A of the Law shall be as valid and effectual as if it had been agreed by the Company in general meeting. (12) If a poll may be withdrawn. 21.12 Except on a poll is duly demanded on the election of a chairman or on a question of adjournment, a poll it shall be taken in such manner as the chairman directs, directs and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 (13) In the case of an equality of votes whether on a show of hands or on a poll the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote. (14) A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and . (15) A demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than that upon the question on which a poll has been demanded or is contingent thereon may proceed pending the taking of the polldemanded. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a majority of the issued Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ ' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present meeting shall be a quorumdissolved. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 22.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 22.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 22.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.10 A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 22.11 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.12 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a simple majority of the issued Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ ' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present meeting shall be a quorumdissolved. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman or as a co-chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairmanchairman or co-chairmen, if any, of the board of Directors shall preside as chairman or as a co-chairman at such general meeting. If there is are no such chairmanchairman or co-chairmen, or if he they shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is are unwilling to act, the Directors present shall elect one two of their number to be chairman or co-chairmen of the meeting. 21.6 22.6 If no Director is or Directors are willing to act as chairman or as co-chairmen or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one any of their number to be chairman or co-chairmen of the meeting. 21.7 22.7 The chairman or co-chairmen may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 22.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.10 A poll shall be taken as the chairman directsor co-chairmen direct, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 22.11 A poll demanded on the election of a chairman the co-chairmen or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman or co-chairmen of the general meeting directsdirect, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.12 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman or each co-chairmen shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 18.1 No business shall be transacted at any general meeting unless a quorum is presentpresent at the time when the meeting proceeds to business. Two One or more Members being individuals holding not less than one-third in aggregate of the voting power of all Shares in issue and entitled to vote, present in person or by proxy or or, if a corporation or other non-natural person Person, by its duly authorised representative or proxy representative, shall be represent a quorum unless provided, however, that such a quorum must also include (i) Bertelsmann, for so long as it holds Class B Common Shares in excess of the Company has only one Member entitled to vote at such general meeting Ownership Threshold, and (ii) the Exxxxxx Family, for so long as it holds Class B Common Shares in which case excess of the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyOwnership Threshold. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 18.2 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to and shall reconvene on the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned reconvened meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum; provided, however, that such a quorum must also include (i) Bertelsmann, for so long as it holds Class B Common Shares in excess of the Ownership Threshold, and (ii) the Exxxxxx Family, for so long as it holds Class B Common Shares in excess of the Ownership Threshold. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any 18.3 A person to act as chairman of may participate in a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a Member in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote. 18.4 The Chairman or in his absence the vice-chairman of the Company or, if the Directors do not make any such appointment, the chairman, Board (if any, of the board of Directors ) shall preside as chairman at of the meeting, but if neither the Chairman nor such general meeting. If there vice-chairman (if any) is no such chairman, or if he shall not be present within fifteen (15) minutes after the time appointed for holding the meeting to commence, or is unwilling and willing to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 and, if there is only one Director present and willing to act, he shall be chairman. If no Director is willing to act as chairman chairman, or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting to commencemeeting, the Members present in person or by proxy and entitled to vote shall choose one of their number to be chairman. 18.5 The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls. The chairman of the meeting shall announce at each such meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at such meeting. 21.7 18.6 A Director shall, notwithstanding that he is not a Member and that he has no right to vote, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company. 18.7 The chairman of the meeting may, with the consent of a any meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to placetime, but no business shall be transacted at any adjourned meeting other than the business left unfinished which might properly have been transacted at the meeting from which had the adjournment took not taken place. 21.8 . When a general meeting is adjourned for thirty fourteen (14) days or more, at least seven (7) Clear Days’ notice shall be given in the manner herein provided, including, but not limited to, as described in Article ‎36, specifying the time, place and agenda of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meetingnotice. 21.9 A 18.8 At each meeting of the Members, all corporate actions, including the election of Directors, to be taken by vote of the Members (except as otherwise required by applicable law and except as otherwise provided in these Articles) shall be authorised by Ordinary Resolution. Where a separate vote by a class or classes or series is required, save as provided in Article ‎4.11, the affirmative vote of the majority of Shares of such class or classes or series present in person or represented by proxy at the meeting and voting shall be the act of such class or series (unless provided otherwise in the resolutions providing for the issuance of such class or series). 18.9 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 18.10 A poll shall be taken in such manner as the chairman directs, of the meeting directs and he may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demandedtaken. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the 18.11 The chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not be entitled to a second or casting vote. 18.12 If for so long as the Company has only one Member: (a) in relation to a general meeting, the sole Member or a proxy for that Member or (if the Member is a corporation) a duly authorised representative of that Member is a quorum and Article ‎18.1 is modified accordingly; (b) the sole Member may agree that any general meeting be called by shorter notice than that provided for by these Articles; and (c) all other provisions of these Articles apply with any necessary modification (unless the provision expressly provides otherwise).

PROCEEDINGS AT GENERAL MEETINGS. 21.1 15.1 No business shall be transacted at any general meeting unless a quorum of Shareholders is presentpresent at the time when the meeting proceeds to business. Two Members being individuals Subject to the proviso below, one or more Shareholders present in person or by proxy or if holding at least a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless majority of the issued and outstanding shares of the Company has only one Member entitled to vote at such general meeting in which case shall constitute a quorum; provided that the quorum for any meeting at which a Special Resolution is to be considered and voted upon pursuant to Sections 18.8(c), 19.1(c), 33.8, 34.7 or 35.5 shall be that one Member or more Shareholders present in person or by proxy holding at least a majority of the issued and outstanding shares of the Company entitled to vote at such meeting and, for so long as members of the KPC Affiliated Group own, in the aggregate, at least four percent (4%), (i) of the voting power of Outstanding Voting Stock, or (in ii) of all the outstanding Ordinary SHARES, one of such Shareholders present is SFIC Holdings (a "Special Quorum"). The Shareholders present at a duly constituted general meeting may continue to transact business until adjournment, despite the withdrawal of enough Shareholders to leave less than a quorum, or, as the case may be, Special Quorum. If a meeting is adjourned for lack of quorum, or, as the case may be, Special Quorum, it will stand adjourned to such other day at such other time and place as the Board of Directors may determine and at which a corporation quorum or, as the case may be, Special Quorum is present in person or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate (a) Subject to the terms of any class or series of shares issued by the Company, if a Shareholder desires to nominate persons for election as Directors at a any general meeting duly called for the election of Directors, written notice of such Shareholder's intent to make such a nomination must be given and received by conference telephone the Secretary of the Company at the principal executive offices of the Company not later than (i) with respect to an annual general meeting of Shareholders, ninety days in advance of the anniversary date of the immediately preceding annual general meeting and (ii) with respect to an extraordinary general meeting, the close of business on the tenth day following the date on which notice of such meeting is first sent or other communications equipment by means of which all given to Shareholders. Each such notice shall set forth (i) the persons participating name and address, as it appears in the Register of the Company, of the Shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation that the Shareholder is a holder of record of shares of the Company entitled to vote at such meeting can communicate with and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the class and number of shares of the Company which are beneficially owned by the Shareholder; (iv) a description of all arrangements or understandings between the Shareholder and each other. Participation nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by a person the Shareholder; (v) such other information regarding each nominee proposed by such Shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended from time to time, of the United States of America, whether or not the Company is then subject to such Regulation; and (vi) the consent of each nominee to serve as a Director of the Company, if so elected. The Chairman of the annual general meeting or extraordinary general meeting shall, if the facts warrant, refuse to acknowledge a nomination not made in this manner compliance with the foregoing procedure, and any such nomination not properly brought before the meeting shall not be considered. (b) Subject to the terms of any class or series of shares issued by the Company, if a Shareholder desires to submit a proposal for consideration by the Shareholders at any general meeting, written notice of such Shareholder's intent to submit such a proposal must be given and received by the Secretary of the Company not later than (i) with respect to an annual general meeting of Shareholders, ninety days in advance of the anniversary date of the immediately preceding annual general meeting; and (ii) with respect to an extraordinary general meeting, the close of business on the tenth day following the date on which notice of such meeting is treated sent or given to Shareholders. Each such notice shall set forth (i) the name and address, as presence it appears in the Register, of the Shareholder who intends to submit the proposal; (ii) a representation that the Shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at that meetingthe meeting to submit the proposal specified in the notice; (iii) the class and number of shares of the Company which are beneficially owned by the Shareholder; and (iv) such other information regarding each proposal submitted by such Shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended from time to time, of the United States of America, whether or not the company is then subject to such Regulation. The Chairman of the annual general meeting or extraordinary general meeting shall, if the facts warrant, refuse to acknowledge a proposal not made in compliance with the foregoing procedure, and any such proposal not properly brought before the meeting shall not be considered. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all 15.3 The Chairman of the Members for Board, or any Director designated by the time being entitled to receive notice Board of and to attend and vote Directors, shall preside as Chairman at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a every general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence Company, or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairmanChairman, or if he or such designee shall not be present within fifteen minutes one hour after the time appointed for the meeting to commenceholding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman Chairman of the meeting. 21.6 15.4 If at any general meeting no Director is willing to act as chairman Chairman or if no Director is present within fifteen minutes one hour after the time appointed for holding the meeting to commencemeeting, the Members Shareholders present shall choose one of their number to be chairman Chairman of the meeting. 21.7 15.5 The chairman Chairman may, with the consent of a any general meeting at which a quorum is present (and shall if so directed by the meeting) duly constituted hereunder, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise ; save as aforesaid it shall not be necessary to give any such notice of an adjournment or of the business to be transacted at an adjourned general meeting. 21.9 A 15.6 At any general meeting a resolution put to the vote of at the meeting shall be decided on a show poll taken in such manner as the Chairman directs. 15.7 Subject to the terms of hands unless beforeany class or series of shares issued by the Company, or on the declaration every Shareholder of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively record present in person or by proxy (or shall have one vote for each issued Ordinary Share registered in his name in the case Register. Cumulative voting is expressly prohibited. Elections of a corporation or other non-natural person, Directors need not be by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a pollballot. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 15.8 In the case of joint holders of record, the vote of each joint holder, whether in person or by proxy, shall be required in order for such joint holders` vote to be counted. 15.9 A Shareholder of unsound mind, or in respect of whom an equality of votesorder has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the chairman nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other persons may vote by proxy. 15.10 No Shareholder shall be entitled to vote at any general meeting unless he is registered as a second Shareholder of the Company on the record date for such meeting or casting voteholds a valid proxy of such a Shareholder and unless all sums presently payable in respect of the shares to be voted have been paid. 15.11 Votes may be given either personally or by proxy.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 24.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members The holders of a majority of the issued Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 24.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 24.3 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ ' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present meeting shall be a quorumdissolved. 21.5 24.4 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman or co-chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman or co-chairman, if any, of the board of Directors shall preside as chairman or co-chairman at such general meeting. If there is no such chairman or co-chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 24.5 If no Director is willing to act as chairman or co-chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. 21.7 24.6 The chairman or co-chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 24.7 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 24.8 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 24.9 A poll shall be taken as the chairman or co-chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 24.10 A poll demanded on the election of a chairman or co-chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 24.11 In the case of an equality of votes, whether on a show of hands or on a poll, votes the chairman or each co-chairman, if any, shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 22.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if holding (a) a corporation or other non-natural person by its duly authorised representative or proxy shall be majority of the aggregate voting power of all of the Ordinary Shares, (b) a quorum unless majority of the Company has only one Member aggregate voting power of all of the Series A Preferred Shares and (c) a majority of the aggregate voting power of all of the Series B Preferred Shares, entitled to attend and vote at such general meeting in which case the quorum shall be that one Member thereat, present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised authorized representative or proxyproxy shall be a quorum. 21.2 22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised authorized representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 22.4 If a quorum is not present within half an one hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an one hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the chairmanchairperson, if any, of the board of Directors Board shall preside as chairman chairperson at such general meeting. If there is no such chairmanchairperson, or if he the chairperson shall not be present within fifteen (15) minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect by majority one of their number present members to be chairman chairperson of the meeting. 21.6 22.6 If no Director is willing to act as chairman chairperson or if no Director is present within fifteen (15) minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number members to be chairman chairperson of the meeting. 21.7 22.7 The chairman chairperson may, with the consent of a meeting at which a quorum is present (and shall shall, if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 22.8 When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Otherwise, it shall not be necessary to give any such notice of an adjourned meeting. 21.9 A 22.9 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand through a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a 22.10 A poll shall be taken as the chairman chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demandedmeeting. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 22.11 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman chairperson shall not be entitled to a second or casting vote, and such resolution shall fail.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 (1) Twenty-one days' notice at least in the case of an Annual General Meeting or a meeting for the passing of a special resolution and in the case of any other general meetings fourteen days' notice at least (in either case exclusive of the day on which the notice is deemed to be served and the day for which notice is given) specifying the place the day and the hour of the meeting and the general nature of the business to be transacted shall be given in manner hereinafter mentioned or in such other manner (if any) as may be prescribed by the Company in general meeting to such persons as are under the articles entitled to receive such notices from the Company but the non-receipt of the notice by any such persons shall not invalidate the proceedings at any general meeting. With the consent of all the members for the time being entitled to be present and to vote at an Annual General Meeting such meeting may be convened on a shorter notice than twenty-one days and in the case of any other general meeting with the consent of a majority in number of the members entitled to attend and vote thereat such majority together holding not less than 95 per centum in nominal value of the shares which give the right to attend and vote thereat such meeting may be convened on a shorter notice than either twenty-one days in the case of a meeting at which a resolution will be proposed as a special resolution or fourteen days in the case of any other meeting. (2) Notice of every general meeting shall be given in accordance with the provisions of article 25 hereof, but the accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting. (3) No business shall be transacted at any general meeting unless a quorum of members is presentpresent at the time when the meeting proceeds to business. Two Members persons entitled to vote upon the business to be transacted, each being individuals present in person a member or by a proxy for a member or if a corporation or other non-natural person by its duly authorised representative or proxy of a body corporate, shall be a quorum unless provided that if at any time all of the issued shares in the Company has only one Member entitled to vote at are held by or by a nominee for a holding company, such general meeting in which case the quorum shall be that one Member single member present in person by duly authorised representative of a body corporate or by proxy or (in the case of shall constitute a corporation or other non-natural person) by its duly authorised representative or proxyquorum. 21.2 A person (4) Any member may participate at in a general meeting by means of a conference telephone or other similar communications equipment by means of which whereby all the persons members participating in the general meeting can communicate with hear each other. Participation by a person in a general meeting other and the members participating in this manner is treated as presence shall be deemed to be present in person at that meetingsuch meeting for all the purposes of these articles. 21.3 A resolution (including a Special Resolution5) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other nonIf within half-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an an-hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, is not present the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it meeting shall stand adjourned to the place time and day in the next week to be appointed by the chairman or if no place time and day is so appointed to the same day in the next week at the same time and/or and place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum as above defined is not present within half an half-an-hour from the time appointed for the meeting to commence, the Members one member present or his proxy shall be constitute a quorum. 21.5 (6) The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting (if any) of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such every general meeting. If meeting of the Company or if there is no such chairman, chairman or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting to commence, or is unwilling to act, act the Directors present shall elect one of their number to be chairman of the meeting. 21.6 (7) If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting to commence, the Members members present shall choose one of their number to be chairman of the meeting. 21.7 (8) The chairman may, may with the consent of a any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty ten days or more, more notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Save as aforesaid it shall not be necessary to give any such notice of an adjournment or of the business to be transacted at an adjourned meeting. 21.9 A (9) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, a poll is (before or on the declaration of the result of, of the show of hands, ) decided upon by the chairman demands a poll, or any other Member or Members collectively present in person demanded by at least five members having the right to vote on the question or by proxy (any member or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding members representing at least ten per cent. in par value one-tenth of the Shares giving total voting rights of all members having a right to attend vote on the question and vote at the meeting demand a poll. 21.10 Unless unless a poll is duly so demanded and the demand is not withdrawn a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, unanimously or by a particular majority, majority or lost or not carried by a particular majority, and an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand (10) A resolution in writing signed by all the members of the Company for the time being entitled to receive notice of and to attend and vote at general meetings or their duly appointed attorneys shall be as valid and effectual as if it had been passed at a meeting of the members duly convened and held. Any such resolution may consist of several documents in the like form signed by one or more of the members or their attorneys and signature in the case of a corporate body which is a member shall be sufficient if made by a director thereof or its duly appointed attorney. (11) If at any time the Company has only one member, a decision of such single member of which a record in writing is provided to the Company in accordance with Article 95A of the Law shall be as valid and effectual as if it had been agreed by the Company in general meeting. (12) If a poll may be withdrawn. 21.12 Except on a poll is duly demanded on the election of a chairman or on a question of adjournment, a poll it shall be taken in such manner as the chairman directs, directs and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 (13) In the case of an equality of votes whether on a show of hands or on a poll the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote. (14) A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and . (15) A demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than that upon the question on which a poll has been demanded or is contingent thereon may proceed pending the taking of the polldemanded. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 14.1 All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, and any report of the Directors or of the Company’s auditors, the appointment and removal of Directors and the fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting. 14.2 No business shall be transacted at any general meeting unless a quorum of Shareholders is presentpresent at the time when the meeting proceeds to business. Two Members being individuals Save as otherwise provided by these Articles or any Issuing Resolution, one or more Shareholders holding Shares which entitle such Shareholder or Shareholders to exercise at least a Majority of the aggregate voting power in respect of such general meeting, present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy proxy, shall be a quorum; provided that in connection with (a) any meeting to consider a proposed alteration or amendment to Clause 3 of the Memorandum of Association (a “Clause 3 Meeting”), the quorum unless requirements for any such meeting (or any adjournment thereof) are that all of the Shareholders of the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy proxy, and (b) any meeting to consider passing a resolution in connection with any Bankruptcy Action, the quorum requirements for any such meeting (or (in any adjournment thereof) are that the case holders of at least a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means Majority of which all the persons participating in Common Shares and the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf holders of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and heldPreferred Shares are present. 21.4 14.3 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be is not present, the meeting, if convened upon a Members’ requisitionthe requisition of Shareholders, shall be dissolved and in dissolved. In any other case it shall stand adjourned to the same day in the next week week, at the same time and/or place or to such other day, time and/or place as the Directors may determineand place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting (except in relation to commenceany adjournment or subsequent of a Clause 3 meeting, in respect of which the Members quorum provision of Article 14.2 shall always apply) the Shareholder or Shareholders present and entitled to vote shall be a quorum. 21.5 The 14.4 If the Directors maywish to make this facility available to Shareholders for a specific or all general meetings of the Company, at a Shareholder may participate in any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company orCompany, if by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the Directors do not make any such appointment, the meeting. 14.5 The chairman, if any, of the board Board of Directors shall preside as chairman at such every general meeting. meeting of the Company. 14.6 If there is no such chairman, or if at any general meeting he shall is not be present within fifteen minutes after the time appointed for holding the meeting to commence, or is unwilling to actact as chairman, the Directors present shall elect one of their number to be chairman of the meeting. 21.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members Shareholders present shall choose one of their number to be chairman of the that meeting. 21.7 14.7 The chairman may, may with the consent of a any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty 14 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Save as aforesaid it shall not be necessary to give any such notice of an adjournment or of the business to be transacted at an adjourned meeting. 21.9 A resolution 14.8 At any general meeting of the Company, all matters put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands by a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 21.10 Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 The demand for a poll may be withdrawn. 21.12 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll in respect of a resolution proposed at a general meeting of the Company shall be deemed to be the resolution of the general meeting at which the poll was demandedmeeting. 21.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 21.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the directors and auditors and ancillary documents, the election of directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors and/or directors. No business (except for the election of a chairman of the meeting) shall be transacted at any general meeting unless a quorum of members is present. Two Members being individuals present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting and 2 members present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which for all the persons participating in the meeting can communicate with each otherpurposes. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be is not present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it meeting shall stand adjourned to the same day in the next week week, at the same time and/or and place or to such other day, day and at such other time and/or and place as the Directors chairman may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commencemeeting, the Members members present in person or by proxy shall be a quorum. 21.5 . The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors directors shall preside as chairman at such every general meeting. If meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen 15 minutes after the time appointed for the holding of the meeting to commence, or is unwilling to actact or is absent from Hong Kong or has given notice to the Company of his intention not to attend the meeting, the Directors directors present shall elect one of their number to be chairman of the meeting. 21.6 . If at any meeting no Director director is willing to act as chairman or if no Director director is present within fifteen 15 minutes after the time appointed for holding the meeting to commencemeeting, the Members members present in person or by proxy shall choose one of their number to be chairman of the meeting. 21.7 . The chairman may, with the consent of a any meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 21.8 . When a general meeting is adjourned for thirty 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise Save as aforesaid it shall not be necessary to give any such notice of an adjournment or of the business to be transacted at an adjourned meeting. 21.9 A . At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, a poll is (before or on the declaration of the result of, of the show of hands, hands or before or on the chairman demands withdrawal of any other demand for a poll, ) demanded- by the chairman; or by at least 2 members present in person or by proxy; or by any other Member member or Members collectively members present in person or by proxy (and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or by any member or members holding shares in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving Company conferring a right to attend and vote at the meeting demand a poll. 21.10 being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. Unless a poll is duly be so demanded and the demand is not withdrawn withdrawn, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the meeting Company shall be conclusive evidence of that the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 . The demand for a poll may be withdrawn. 21.12 withdrawn only with the approval of the chairman of the meeting. Except on as provided in article 68, if a poll is duly demanded on the election of a chairman or on a question of adjournment, a poll it shall be taken at such time and in such manner as the chairman directs, and the result of the poll shall be deemed for all purposes to be the resolution of the general meeting at which the poll was demanded. 21.13 . In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed be proceeded with pending the taking of the poll. 21.14 In . Subject to the case provisions of an equality the Ordinance, a resolution in writing signed by all the members for the time being entitled to receive notice of votes, whether on a show of hands and to attend and vote at the Company's general meetings and annexed or on a poll, attached to the chairman general meetings' minute book shall be entitled as valid and effective as a resolution duly passed at a general meeting of the Company duly convened and held and, where relevant, as a special resolution so passed. The signature of any members may be given by his attorney or proxy. Any such resolution may be contained in one document or separate copies prepared and/or circulated for the purpose and signed by one or more of the members. A cable or telex message sent by a member or his attorney or proxy shall be deemed to be a second or casting votedocument signed by him for the purposes of this article.

PROCEEDINGS AT GENERAL MEETINGS. 21.1 No business shall be transacted at any general meeting unless a quorum is present. Two Members A Member counts towards the quorum by being individuals present either in person or by proxy. Two persons entitled to vote upon the business to be transacted, each being a Member or a proxy of a Member or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy. 21.2 A person may participate at Member organisation shall constitute a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each otherquorum. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 21.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 21.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence meeting, or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it meeting shall stand adjourned to the same day in the next week at the same time and/or and place or to such other day, time and/or and place as the Directors Governors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. 21.5 . The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors Governors or in his absence some other Governor nominated by the Governors shall preside as chairman at of the meeting, but if neither the chairman nor such general meeting. If there is no such chairman, or other Governor (if he shall not any) be present within fifteen minutes after the time appointed for holding the meeting to commence, or is unwilling and willing to act, the Directors Governors present shall elect one of their number to be chairman of and, if there is only one Governor present and willing to act, he shall be the meeting. 21.6 chairman. If no Director Governor is willing to act as chairman chairman, or if no Director Governor is present within fifteen minutes after the time appointed for holding the meeting to commencemeeting, the Members present and entitled to vote shall choose one of their number to be chairman of the chairman. A Governor shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting. 21.7 . The chairman may, with the consent of a majority of the Members at a meeting at which a quorum is present (and shall if so directed by the meeting) ), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished which might properly have been transacted at the meeting from which had the adjournment took not taken place. 21.8 . When a general meeting is adjourned for thirty fourteen days or more, at least seven clear days' notice shall be given specifying the time, date and place of the adjourned meeting shall and the general nature of the business to be given as in the case of an original meetingtransacted. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. 21.9 notice. A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, of the show of hands, a poll is duly demanded. Subject to the chairman demands provisions of the Companies Act 2006, a poll, poll may be demanded: by the chairman; or any other by at least two Members having the right to vote at the meeting; or by a Member or Members collectively present in person or by proxy (or in the case of a corporation or other nonrepresenting not less than one-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value tenth of the Shares giving a total voting rights of all the Members having the right to attend and vote at the meeting demand a poll. 21.10 meeting. Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost lost, or not carried by a particular majority, majority and an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 21.11 . The demand for a poll may be withdrawn. 21.12 Except on , before the poll is taken, but only with the consent of the chairman. The withdrawal of a demand for a poll demanded on shall not invalidate the election result of a chairman or on a question show of adjournment, a hands declared before the demand for the poll was made. A poll shall be taken as the chairman directsdirects and he may appoint scrutineers (who need not be Members) and fix a time, date and place for declaring the results. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 21.13 . A poll demanded on the election of a the chairman or on a question of adjournment shall be taken forthwithimmediately. A poll demanded on any other question shall be taken either immediately or at such datetime, time date and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the general meeting directs, and transaction of any business other than that upon the question on which the poll is demanded. If a poll has been is demanded or is contingent thereon may proceed pending before the taking declaration of the poll. 21.14 In the case result of an equality of votes, whether on a show of hands or on a polland the demand is duly withdrawn, the chairman meeting shall continue as if the demand had not been made. No notice need be entitled given of a poll not taken immediately if the time, date and place at which it is to a second or casting vote.be taken are announced at the meeting at which it is