Common use of VOTES OF MEMBERS Clause in Contracts

VOTES OF MEMBERS. 22.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are the holder. 22.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 No person shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid. 22.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

VOTES OF MEMBERS. 22.1 70.1 Subject to any rights or restrictions attached the Companies Acts, to any Sharesspecial terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of voting rights under these Articles, members holding Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote as one class on a show of hands all matters, and every Member who (being an individual) is member holding Class A Ordinary Shares present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one (1) vote for each Class A Ordinary Share it holds, and on a poll every Member member holding Class B Ordinary Shares present in person or by proxy shall have ten (10) votes for each Class B Ordinary Share it holds. 70.2 Subject to the Companies Acts, to any such manner special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of voting rights under these Articles, every member holding Class C Shares present in person or by proxy shall have one (1) vote for every each Class C Share of which they are the holderit holds. 22.2 70.3 In any class meeting of: (a) the case members holding Class A Ordinary Shares, each Class A Ordinary Share shall be considered as carrying the same number of votes as the other Class A Ordinary Shares; (b) the members holding Class B Ordinary Shares, each Class B Ordinary Share shall be considered as carrying the same number of votes as the other Class B Ordinary Shares; or (c) the members holding Class C Shares, each Class C Share shall be considered as carrying the same number of votes as the other Class C Shares. 70.4 If two or more persons are joint holders of a share, then in voting on any question the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, and seniority shall be determined by the order in which the names of the holders stand in the Register of MembersRegister. 22.3 A Member of unsound mind, 70.5 Where in England or in respect of whom an order elsewhere a receiver or other person (by whatever name called) has been made appointed by any court, having court claiming jurisdiction in lunacythat behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may votein its absolute discretion, whether upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on a show behalf of hands or such member to vote in person, on a poll, by their committee, receiver, curator bonis, or other person proxy on behalf of such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 No person shall be entitled to vote member at any general meeting unless they are registered as a Member on or to exercise any other right conferred by membership in relation to meetings of the record date for such meeting nor unless all calls or other monies then payable by them in respect Company. Evidence to the satisfaction of Shares have been paid. 22.5 No objection the Board of the authority of the person claiming to exercise the right to vote shall be raised as to the qualification of any voter except deposited at the general Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least 48 hours before the time appointed for holding the meeting or adjourned general meeting at which the right to vote objected is to is given or tendered and every be exercised and, in default, the right to vote shall not disallowed at be exercisable. 70.6 In the case of equality of votes, the chair of the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to at which the chairperson whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may takes place or at which the poll is demanded shall not be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votescasting vote. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

VOTES OF MEMBERS. 22.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present such number of votes as is determined in any such manner shall have one vote for every Share accordance with Section 5 of which they are the holderStatement of Designations. 22.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 No person shall be entitled to vote at any general meeting unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are he is the holder. 22.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their his committee, receiver, curator bonis, or other person on such Member’s 's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 No person shall be entitled to vote at any general meeting unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 23.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner person and every person representing a Member by proxy at a general meeting of the Company, shall have one vote for every Share of which they are he is the holder, registered in such Member’s name in the Register of Members. No cumulative voting shall be allowed. 22.2 23.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 23.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or vote on a poll, by their his committee, receiver, curator bonisbxxxx, or other person on such Member’s 's behalf appointed by that court, and any such committee, receiver, curator bonis bxxxx or other person may on a poll, vote by proxy. 22.4 23.4 No person shall be entitled to vote at any general meeting unless they are he or she is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 23.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman or co-chairmen whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes 23.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a 23.7 A Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 23.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are he is the holder. 22.2 23.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 23.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their his committee, receiver, curator bonis, or other person on such Member’s 's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 23.4 No person shall be entitled to vote at any general meeting unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 23.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 23.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 23.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 24.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxyPresent, shall have one vote and on a poll every Member present Present in any such manner shall have one vote for every Share of which they are the holder. 22.2 24.2 In the case of joint holders holders, the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 24.3 A Member of unsound mind, or in respect of whom an order has been made by any court, court having jurisdiction (whether in lunacy, the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by their committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 24.4 No person shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid. 22.5 24.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive. 22.6 24.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 24.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

VOTES OF MEMBERS. 22.1 19.1 Subject to any rights or restrictions attached to any Sharesshares (including without limitation the enhanced voting rights attaching to Class B Common Shares provided for in Article 5), on a show of hands every Member who (being an individual) is present in person or by proxy or, if or (being a corporation or other non-natural person corporation) is present by its a duly authorised representative (not being himself a Member entitled to vote) or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every share of which he is the holder (or, in the case of a Class B Common Share, ten (10) votes for every Class B Common Share of which they are he is the holder). 22.2 19.2 In the case of joint holders holders, the vote of the senior joint holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, ; and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 19.3 A Member of unsound mind, or in respect of whom an order has been made by any court, court having jurisdiction (whether in lunacy, the Islands or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by their committee, his receiver, curator bonis, bonis or other person on such Member’s authorised in that behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the registered office of the Company, or at such other place as is specified in accordance with these Articles for the deposit or delivery of forms of appointment of a proxy, or in any other manner specified in these Articles for the appointment of a proxy, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. 22.4 19.4 No person shall Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting unless they are registered as or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy or by a Member on the record date for such meeting nor unless all calls or other monies then payable by them corporate representative, in respect of Shares any share held by him unless all moneys presently payable by him in respect of that share have been paid. 22.5 19.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman of the meeting whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes 19.6 Votes may be cast given either personally or by proxy. Deposit or delivery of a form of appointment of a proxy does not preclude a Member from attending and voting at the meeting or at any adjournment of it, save that only the Member or his proxy may cast a vote. 19.7 A Member entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way. 19.8 Subject as set out herein, an instrument appointing a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor save that, subject to the Law, the Directors may accept the appointment of a proxy received in an electronic communication at an address specified for such purpose, on such terms and subject to such conditions as they consider fit. The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment pursuant to this Article. 19.9 Subject to Article 19.10 below, the form of appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may: (a) in the case of an instrument in writing, be left at or sent by post to the registered office of the Company or such other place within the Islands or elsewhere as is specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote; (b) in the case of an appointment of a proxy contained in an electronic communication, where an address has been specified by or on behalf of the Company for the purpose of receiving electronic communications: (i) in the notice convening the meeting; (ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or (iii) in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting; be received at such address at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote; (c) in the case of a poll taken more than forty-eight (48) hours after it is demanded, be deposited or delivered as required by paragraphs (a) or (b) of this Article after the poll has been demanded and at any time before the time appointed for the taking of the poll; or (d) where the poll is taken immediately but is taken not more than forty-eight (48) hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the secretary or to any Director; and a form of appointment of proxy which is not deposited or delivered in accordance with this Article or Article 19.10 is invalid. 19.10 Notwithstanding Article 19.9 above, the Directors may by way of note to or in any document accompanying the notice of a general meeting (or adjourned meeting) fix the latest time by which the appointment of a proxy must be communicated to or received by the Company (being not more than 48 hours before the relevant meeting). 19.11 A vote or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the registered office of the Company or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of a proxy was contained in an electronic communication, at the address at which the form of appointment was received, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. 19.12 Any corporation or other non-natural person which is a Member of the Company may in accordance with its constitutional documents, or, in the absence of such provision, by resolution of its duly directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member. 19.13 If a Clearing House (or proxyits nominee(s). A ) or depositary (or its nominee(s)) is a Member may appoint of the Company, it may, by resolution of its directors or other governing body or by power or attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any class of shareholders of the Company, provided that, if more than one proxy or Person is so authorised, the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and authorisation shall specify the number and class of Shares shares in respect of which each proxy such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the related votes. 22.7 On a poll, a same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding more than one Share need not cast the votes number and class of shares specified in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointedauthorisation.

VOTES OF MEMBERS. 22.1 23.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy orincluding as set out at Article 29.4 and Article 49.1, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are he is the holder. 22.2 23.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 23.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, vote by their his committee, receiver, curator bonis, or other person on such Member’s 's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 23.4 No person shall be entitled to vote at any general meeting unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 23.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes 23.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a 23.7 A Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 Subject to any rights or restrictions for the time being attached to any Sharesclass or classes of shares, on a show of hands every Member who (being an individual) is member present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner member shall have one vote for every Share each fully paid-up share of which they are he is the registered holder. 22.2 . In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names of the holders stand in the Register register of Members. 22.3 members. A Member member of unsound mind, or in respect of whom an order has been made by any court, court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their his committee, receiver, curator bonis, or other person on such Member’s behalf in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may may, on a poll, vote by proxy. 22.4 . No person member shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then sums presently payable by them him in respect of Shares shares in the Company have been fully paid. 22.5 . No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the such meeting shall be validvalid for all purposes. Any such objection made in due time in accordance with this Article shall be referred to the chairperson chairman of the meeting, whose decision shall be final and conclusive. 22.6 . On a poll or on a show of hands votes may be cast given either personally or by proxy. A person entitled to cast more than one vote need not use all his votes or cast all the votes he uses in the same way. 76A. Notwithstanding anything to the contrary in these articles, in addition and without prejudice to such voting rights afforded at law and under these articles, a member or members representing more than twenty five percent (25%) of the votes at any general meeting of the Company shall have the protective right to veto block only in respect of the following actions: amendments to the memorandum and articles of association of the Company; establishing pricing or other material terms on transactions between a majority shareholder of the Company and the Company, and related self-dealing transactions; liquidation of the Company, or a decision to cause the Company to enter bankruptcy or other receivership; the acquisition or disposition of assets greater than 20% of the fair value of the Company's total assets (as determined by the Company's auditors as experts and not as arbitrators (whose decision shall be final and binding)); and the issuance or repurchase of securities in the Company by the Company. Subject to Hong Kong law, no member shall be entitled to vote on any proposal where such a vote would jeopardise the ability of the majority shareholder to fully consolidate the Company's financial results into its own financial statements in accordance with applicable US regulations. The instrument appointing a proxy (shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorized. A proxy need not be a member of the Company. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place within Hong Kong as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more poll, not less than one proxy or 24 hours before the same proxy under one or more instruments to attend time appointed for the taking of the poll, and vote at a meeting. Where a Member appoints more than one proxy in default the instrument of proxy shall state which not be treated as valid for the purposes of these articles (except with the approval of the chairman of the meeting). An instrument appointing a proxy is entitled shall be in the following form or a form as near thereto as circumstances admit- I/we, of being a member/members of the above-named company, hereby appoint of or failing him, of as my/our proxy to vote for me/us on a show my/our behalf at the [annual or extraordinary, as the case may be] general meeting of hands the company to be held on the day of and shall specify the number at any adjournment thereof Signed this day of Shares in respect Where it is desired to afford members an opportunity of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either voting for or against a resolution and/or abstain from voting the instrument appointing a Share proxy shall be in the following form or some or all a form as near thereto as circumstances admit- I/we, of being a member/members of the Shares andabove-named company, subject hereby appoint of or failing him, of as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the company to be held on the day of and at any adjournment thereof. Signed this day of This form is to be used *in favour of/against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit. *Strike out whichever is not desired". The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the instrument appointing the proxy, a proxy appointed under one previous death or more instruments may vote a Share or some or all insanity of the Shares principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which they are appointed either for the vote is given, provided that no intimation in writing of such death, insanity, revocation or against a resolution and/or abstain from voting a Share or some or all transfer as aforesaid shall have been received by the Company at the office before the commencement of the Shares in respect meeting or adjourned meeting or poll-taking at which the proxy is used. CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS Any corporation which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which they are appointedhe represents as that corporation could exercise if it were an individual member of the Company.

VOTES OF MEMBERS. 22.1 Number of votes 8.1 Subject to the rights and any rights or restrictions attached to or affecting any Shares, : (a) on a show of hands every hands, each Member who (being an individual) is present in person and each other person present as proxy or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are the holder. 22.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case Representative of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.Member has one vote; and 22.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or (b) on a poll, each Member present in person has one vote for each Share held by their committee, receiver, curator bonis, the Member and each person present as proxy or other Representative of a Member has one vote for each Share held by the Member that the person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by represents. Right to appoint proxy. 22.4 No person shall be 8.2 A Member entitled to vote attend at any general a meeting unless they are registered as a Member on of the record date for such meeting nor unless all calls Company or other monies then payable by them in respect of Shares have been paid. 22.5 No objection shall be raised as to the qualification of any voter except at class of Members is entitled to appoint not more than two other persons (whether Members or not) as proxy or proxies to attend in the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed Member's place at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or has the same proxy under one or more instruments right as the Member to attend speak and vote at a the meeting. Where , and if a Member appoints more than one two proxies: (a) the appointment is of no effect unless each proxy is appointed to represent a specified proportion or number of the instrument of proxy shall state which Member's voting rights; and (b) neither proxy is entitled to vote on a show of hands hands. Instrument of proxy 8.3 An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney duly authorised in writing or if the appointor is a body corporate under its common or official seal or the hand of its attorney so authorised and, if and shall specify to the number of Shares extent that the Directors permit, may be in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast meeting. 8.4 An instrument appointing a proxy must be in a form acceptable to the votes Directors generally or in respect a particular case. 8.5 A resolution in writing signed or approved by letter or facsimile transmission by or on behalf of their Shares in all the same way on any resolution and therefore may vote a Share or some Members or all such the holders of a class of Shares either (as the case may be) for or against the time being entitled to vote on the relevant resolution shall be as valid and effectual as if it had been passed at a resolution and/or abstain from voting a Share or some or all general meeting of the Shares and, subject to Company or a separate meeting of such class (as the terms case may be) duly convened and held and when signed or approved may consist of the instrument appointing the proxy, a proxy appointed under several documents each signed or approved by one or more instruments may vote of the persons aforesaid and shall be deemed to have been passed at the time the resolution was last signed or approved as aforesaid. 8.6 In the case of a Member which is a corporation the signature of any Director or the secretary of that corporation or, in the case of a Share registered in the name of joint holders, the signature of any one or some or all more of them, shall be deemed to be and shall be accepted as the signature of the Shares Member concerned for all purposes including the _______________________________________________________________________________ signature of any form of proxy and the signature of any resolution in respect of which they are appointed either for writing or against a resolution and/or abstain from voting a Share other document signed or some or all of the Shares in respect of which they are appointedapproved pursuant to article 8.5.

VOTES OF MEMBERS. 22.1 Subject to any rights or restrictions attached to any Shares, on On a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are he is the holder. 22.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 No person shall be entitled to vote at any general meeting unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 Subject 23.1 At all general meetings of the Company: (a) the holder of Ordinary Shares issued and outstanding shall have one (1) vote in respect of each Ordinary Share held by such holder, (b) (i) the holder of Series A Preferred Shares shall be entitled to any rights or restrictions attached such number of votes as equals the number of Ordinary Shares into which such holder’s collective Series A Preferred Shares are convertible and (ii) the holder of Series B Preferred Shares shall be entitled to any Sharessuch number of votes as equals the number of Ordinary Shares into which such holder’s collective Series B Preferred Shares are convertible, in each case of (i) and (ii), immediately after the close of business on a show the record date of hands every Member who (being an individual) is present in person or by proxy the determination of the Company’s Members entitled to vote or, if no such record date is established, at the date such vote is taken or any written resolution of the Company’s Members is first solicited. To the extent that the Articles or the Shareholders Deed require or contemplate any Preferred Shares to vote separately as a corporation class or other non-natural person is present series with respect to any matters and to the extent permitted by its duly authorised representative or by proxythe Statute, such Preferred Shares shall have one the right to vote separately as a class or series with respect to such matters. Otherwise, the holders of the Preferred Shares and on the holders of Ordinary Shares shall vote together as a poll every Member present in any such manner shall have one vote for every Share of which they are the holdersingle class. 22.2 23.2 In the case of joint holders holders, the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised authorized representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 23.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, vote by their committee, receiver, curator bonisxxxxx, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis xxxxx or other person may vote by proxy. 22.4 23.4 No person shall be entitled to vote at any general meeting or at any separate class meeting of the holders of a series of Shares, unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid. 22.5 23.5 No objection shall be raised as to the qualification of any voter voter, except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes 23.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised authorized representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 23.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

VOTES OF MEMBERS. 22.1 Subject to any relevant special rights or restrictions attached to any Sharesshares (including, for the avoidance of doubt, such rights and restrictions set out in Article 4.1 and Article 25.10), on a show of hands vote on a resolution on a poll every Member who (being an individual) is member present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share share of which they are is the holderholder or in respect of which his appointment of proxy or corporate representative has been made. 22.2 A member, proxy or corporate representative entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. 22.3 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), vote shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register register of Membersmembers. 22.3 22.4 A Member of unsound mind, or member in respect of whom an order has been made by any court, court or official having jurisdiction (whether in lunacy, the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, vote by their committee, receiver, curator bonis, or other any person on such Member’s authorised in that behalf appointed by that court, court or official and any such committee, receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming the right to vote shall be delivered to the Office, or such other place as is specified in accordance with these Articles for the delivery or receipt of appointments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised (provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day). Failure to satisfy the requirements of this Article 22.4 shall cause the right to vote not to be exercisable. 22.4 22.5 No person member shall be entitled have the right to vote at any general meeting unless they are registered as a Member on or at any separate meeting of the record date for such meeting nor unless all calls holders of any class of shares, either in person or other monies then payable by them representative or proxy, in respect of Shares any share held by him unless all amounts presently payable by him in respect of that share have been paid. 22.5 No objection 22.6 If at any time the Board is satisfied that any member, or any other Person appearing to be interested in shares held by such member, has been duly served with a notice under section 793 of the Companies Act (a “section 793 notice”) and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the Board may, in its absolute discretion at any time by notice (a “direction notice”) to such member direct that: (a) in respect of the shares in relation to which the default occurred (the “default shares”, which expression includes any shares issued after the date of the section 793 notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and (b) in respect of the default shares: (i) no payment shall be raised made by way of dividend and no share shall be allotted or distributed pursuant to Articles 40.1, 41.1, and 41.2; and (ii) no transfer of any default share shall be registered unless: (A) the member is not himself in default as regards supplying the information requested and it has been proved to the satisfaction of the Board that no person in default of supplying the information required is interested in any of the shares which are the subject of the transfer; or (B) the transfer is an approved transfer. 22.7 The Company shall send the direction notice to each other Person appearing to be interested in the default shares, but the failure or omission by the Company to do so shall not invalidate such notice. 22.8 Any direction notice shall cease to have effect not more than seven days after the earlier of receipt by the Company of: (a) a notice of an approved transfer, but only in relation to the shares transferred; or (b) all the information required by the relevant section 793 notice, in a form satisfactory to the Board. 22.9 The Board may at any time send a notice cancelling a direction notice. 22.10 The Company may exercise any of its powers under Article 4.10 in respect of any default share that is held in uncertificated form. 22.11 For the purposes of this Article 22.11 and Articles 22.6, 22.7, 22.8, 22.9 and 22.10: (a) a Person shall be treated as appearing to be interested in any shares if the member holding such shares has sent to the Company a notification under section 793 of the Companies Act which either: (i) names such Person as being so interested; or (ii) fails to establish the identities of all those interested in the shares, and (after taking into account the said notification and any other relevant section 793 notification) the Company knows or has reasonable cause to believe that the Person in question is or may be interested in the shares; (b) the prescribed period is 14 days from the date of service of the section 793 notice; and (c) a transfer of shares is an approved transfer if: (i) it is a transfer of shares pursuant to an acceptance of a takeover offer (within the meaning of section 794 of the Companies Act); (ii) the Board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with any other Person appearing to be interested in the shares; or (iii) the transfer results from a sale made through a recognised investment exchange as defined in the Financial Services and Markets Xxx 0000 or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded. 22.12 Nothing contained in Article 22.6, 22.7, 22.8, 22.9 and 22.10 limits the power of the Company under section 794 of the Companies Act. 22.13 Any objection to the qualification of any voter except Person voting at the a general meeting or on a poll or to the counting of, or failure to count, any vote, must be made at the meeting or adjourned general meeting or at the time the poll is taken (if not taken at the meeting or adjourned meeting) at which the vote objected to is given or tendered tendered. Every vote not disallowed at such meeting shall be valid and every vote not disallowed at the meeting counted which ought to have been counted shall be validdisregarded. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman of the meeting whose decision shall be final and conclusive. If a vote is not disallowed by the chairman of the meeting it is valid for all purposes. 22.6 On 22.14 The Company shall not be bound to enquire whether any proxy or corporate representative votes in accordance with the instructions given to him by the member he represents and if a poll proxy or on a show corporate representative does not vote in accordance with the instructions of hands the member he represents the vote or votes may cast shall nevertheless be cast either personally valid for all purposes. 22.15 If any votes are counted which ought not to have been counted, or by proxy (might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or any adjournment of the meeting, and, in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all opinion of the Shares andchairman, subject it is of sufficient magnitude to vitiate the terms result of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointedvoting.

VOTES OF MEMBERS. 22.1 18.1 Subject to any rights or restrictions attached to any SharesShares contained in these Articles, on a show of hands every Member member who (being an individual) is present in person or by proxy or, if (being a corporation or other non-natural person corporation) is present by its a duly authorised representative or by proxyrepresentative, not being himself a member entitled to vote, shall have one vote and on a poll every Member present in any such manner member shall have one vote for every Share of which they are he is the holder. 22.2 18.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, ; and seniority shall be determined by the order in which the names of the holders stand in the Register register of Membersmembers. 22.3 18.3 A Member of unsound mind, or member in respect of whom an order has been made by any court, court having jurisdiction (whether in lunacy, the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by their committee, his receiver, curator bonis, bonis or other person on such Member’s authorised in that behalf appointed by that court, and any such committee, receiver, curator bonis or other person may may, on a poll, vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the office before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. 22.4 18.4 No person member shall be entitled to vote at any general General Meeting or at any separate meeting unless they are registered as a Member on of the record date for such meeting nor unless all calls holders of any class of shares in the Company, either in person or other monies then payable by them proxy, in respect of Shares any Share held by him unless all moneys presently payable by him in respect of that Share have been paid. 22.5 18.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 18.6 On a poll or on a show of hands votes may be cast given either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member member may appoint more than one proxy or to attend on the same occasion. 18.7 An instrument appointing a proxy under one shall be in writing, executed by or more instruments on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Directors may approve): " PLC/Limited I/We, , of being a member/members of the above-named company, hereby appoint of , or failing him, of , as my/our proxy to attend vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company to be held on 19 , and at any adjournment thereof. Signed on 19 ." 18.8 Where it is desired to afford members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Directors may approve): " PLC/Limited I/We, , of being a member/members of the above-named company, hereby appoint of , or failing him, of , as my/our proxy to vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company to be held on 19 , and at any adjournment thereof. This form is to be used in respect of the resolutions mentioned below as follows: Resolution No 1 *for *against Resolution No 2 *for *against. *Strike out whichever is not desired. Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting. Signed this day of 19 ." 18.9 The instrument appointing a meeting. Where new proxy and any authority which it is executed or a Member appoints copy of such authority certified notarially or in some other way approved by the Directors may: 18.9.1 be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or 18.9.2 in the case of a poll taken more than one 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and before the time appointed for the taking of the poll; or 18.9.3 where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the Chairman or to the Secretary or to any Director; and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid. 18.10 A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the office or at such other place at which the instrument of proxy shall state was duly deposited before the commencement of the meeting or adjourned meeting at which proxy the vote is entitled to vote on a show of hands and shall specify given or the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares poll demanded or (in the case of a poll taken otherwise than on the same way on any resolution and therefore may vote a Share day as the meeting or some or all such Shares either adjourned meeting) the time appointed for or against a resolution and/or abstain from voting a Share or some or all of taking the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointedpoll.

VOTES OF MEMBERS. 22.1 27.1 Subject to any rights or restrictions attached to any Class or Classes of Shares, on a show of hands every Member who (being an individual) is of record present in person or by proxy proxy, or, if a corporation or other non-natural person is present person, by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present the voting power as set forth in any such manner shall have one vote for every Share of which they are the holderArticle 4.1. 22.2 27.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 27.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, vote by their such Member’s committee, receiver, curator bonis, or other person on such Member’s behalf in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 27.4 No person shall be entitled to vote at any general meeting unless they are such person is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them such person in respect of Shares have been paid. 22.5 27.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be validvalid for all purposes. Any objection made in due time in accordance with this Article 27 shall be referred to the chairperson whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes 27.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one (1) proxy or the same proxy under one (1) or more instruments to attend and vote at a meeting. Where a Member appoints more than one (1) proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a 27.7 A Member holding more than one (1) Share need not cast the votes in respect of their his or her Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one (1) or more instruments may vote a Share or some or all of the Shares in respect of which they are he or she is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he or she is appointed.

VOTES OF MEMBERS. 22.1 11.1 Subject to any special voting rights or restrictions attached to any Sharesclass of shares and the restrictions on joint registered holders of shares, on a show of hands every Member member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, and entitled to vote thereat shall have one vote and on a poll every Member present in any such manner member shall have one vote for every Share each share of which they are he is the holderregistered holder and may exercise such vote either in person or by proxyholder. 22.2 11.2 Any person who is not registered as a member but is entitled to vote at any general meeting in respect of a share may vote the share in the same manner as if he were a member; but, unless the Directors have previously admitted his right to vote at that meeting in respect of the share, he shall satisfy the Directors of his right to vote the share before the time for holding the meeting, or adjourned meeting, as the case may be, at which he proposes to vote. 11.3 Any corporation not being a subsidiary which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any general meeting or class meeting. The person so authorized shall be entitled to exercise in respect of and at such meeting the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company personally present, including, without limitation, the right, unless restricted by such resolution, to appoint a proxyholder to represent such corporation, and shall be counted for the purpose of forming a quorum if present at the meeting. Evidence of the appointment of any such representative may be sent to the Company by written instrument, telegram, telex or any method of transmitting legibly recorded messages. Notwithstanding the foregoing, a corporation which is a member may appoint a proxyholder. 11.4 In the case of joint registered holders of a share, the vote of the senior holder who tenders exercises a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy)proxyholder, shall be accepted to the exclusion of the votes of the other joint registered holders, ; and for this purpose seniority shall be determined by the order in which the names of the holders stand in the Register register of Membersmembers. Several legal personal representatives of a deceased member whose shares are registered in his sole name shall for the purpose of this Article be deemed joint registered holders. 22.3 11.5 A Member member of unsound mindmind entitled to attend and vote, or in respect of whom an order has been made by any court, court having jurisdiction in lunacyjurisdiction, may vote, whether on a show of hands or on a poll, by their his committee, receiver, curator bonis, bonis or other person on such Member’s behalf in the nature of a committee or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxyappoint a proxyholder. 22.4 No person 11.6 A member holding more than one share in respect of which he is entitled to vote shall be entitled to appoint one or more [but not more than five] proxyholders to attend, act and vote at any general meeting unless they are registered as a Member for him on the record date for same occasion. If such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid. 22.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may member should appoint more than one proxy or proxyholder for the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and occasion he shall specify the number of Shares shares each proxyholder shall be entitled to vote. A member may also appoint one or more alternate proxyholders to act in the place and stead of an absent proxyholder. 11.7 A form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a corporation either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a member of the Company if: (a) the Company is at the time a reporting company, or (b) the member appointing the proxyholder is a corporation, or (c) the Company shall have at the time only one member, or (d) the persons present in person or by proxy and entitled to vote at the meeting by resolution permit the proxyholder to attend and vote; for the purpose of such resolution the proxyholder shall be counted in the quorum but shall not be entitled to vote and in all other cases a proxyholder must be a member. 11.8 A proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of the power or authority shall be deposited at the place specified for that purpose in the notice of meeting or, in the documents mailed to the members with the notice of meeting or, if no place is so specified, at the registered office of the Company before the time for holding the meeting at which the person named in the proxy proposes to vote, or such earlier time as the Directors may determine. In default the proxy will not be treated as valid. 11.9 Unless the Company Act or any other statute or law which is applicable to the Company or to any class of its shares requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the form following, but may also be in any other form that the Directors or the Chairman of the meeting shall approve: "The undersigned member of __________________________________________ [hereinafter called the "Company"] hereby appoints________________________, or failing him, ________________________or failing either of them, _________________ as the proxyholder for and on behalf of the undersigned to attend, act and vote for and on behalf of the undersigned at the general meeting of the members of the Company to be held on _______________________and at any adjournments thereof, to the same extent and with the same powers as if the undersigned were present at the said meeting, or any adjournment thereof, and the persons named are specifically directed to vote as indicated below: Dated: 11.10 A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the member giving the proxy or the revocation of the proxy or of the authority under which the form of proxy was executed or the transfer of the share or shares in respect of which each the proxy is entitled to exercise given, provided that no notification in writing of such death, incapacity, revocation or transfer shall have been received at the related votesregistered office of the Company or by the Chairman of the meeting or adjourned meeting for which the proxy was given before the vote is taken. 22.7 On a poll, a Member holding more than one Share need not cast 11.11 Every proxy may be revoked by an instrument in writing (a) executed by the votes in respect of their Shares in member giving the same way on any resolution and therefore may vote or by his attorney authorized in writing or, where the member is a Share corporation, by a duly authorized officer or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all attorney of the Shares corporation; and (b) delivered either at the registered office of the Company at any time up to and including the last business day preceding the day of the meeting, subject or any adjournment thereof at which the proxy is to be used, or to the terms Chairman of the instrument appointing meeting on the proxy, a proxy appointed under one or more instruments may vote a Share or some or all day of the Shares meeting or any adjournment thereof before any vote in respect of which they are appointed either for the proxy is to be used shall have been taken or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointedany other manner provided by law.

VOTES OF MEMBERS. 22.1 12.12.1 Subject to any rights or restrictions attached to any Sharesthis Clause, on a show of hands every Member who (being an individual) is present shall have one vote and upon a poll every Member present in person or by proxy or attorney shall have one vote. No Member or person present shall carry more than three (3) proxy votes, which provides for a maximum of 4 votes by one Representative including that which they are authorised by their Co-operative to cast. 12.12.2 Votes may be given either personally or by proxy or attorney or by a Representative. 12.12.3 A proxy may be appointed in writing under the hand of the appointer or their attorney or, if such appointer is a corporation corporation, under its common seal or other non-natural person is present by the hand of its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are the holderattorney. 22.2 In 12.12.4 The instrument or writing appointing a proxy or Representative and the case power of joint holders attorney (if any) under which it is signed or proof thereof to the vote satisfaction of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy)Directors, shall be accepted deposited at the office at least twenty-four hours before the time for holding the meeting or adjourned meeting at which the proxy proposes to vote. 12.12.5 A vote given in accordance with the exclusion terms of any writing appointing a proxy or power of attorney shall be valid notwithstanding the previous dissolution of the votes principal, revocation of the other joint holdersproxy or power of attorney, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 A Member of unsound mind, or in respect of whom which the vote is given if no intimation in writing of the death, revocation or transfer shall have been received at the office before the meeting. 12.12.6 Any Member may by valid power of attorney, appoint an order has been made attorney to act on its behalf at all meetings of the Company. Such power of attorney must be produced for inspection at the office of the Company prior to the attorney exercising such power. Such attorney may appoint a proxy of the Member granting the power of attorney. 12.12.7 Any Co-operative being a Member of the Company may by any court, having jurisdiction in lunacy, may vote, whether on a show resolution of hands or on a poll, by their committee, receiver, curator bonis, its officers or other governing body authorise such person on such Member’s behalf appointed by that court, as it thinks fit to act as its Representative at any meeting of the Company and any such committee, receiver, curator bonis or other the person may vote by proxy. 22.4 No person so authorised shall be entitled to vote exercise the same powers on behalf of the Member which s/he represents as that Member could exercise subject to: a. each such Member must nominate in writing to the Company the person to act as its Representative with the Company before attending any meeting of the Company; b. a register of such Representatives will be kept at the registered office of the Company; c. a Member may at any general meeting unless they are registered as a Member on time alter its Representative by notice in writing to the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paidCompany. 22.5 No objection shall be raised as 12.12.8 Any challenge to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with authority under this Article Clause shall be referred to the chairperson Chairman of the meeting whose decision shall be final and conclusivebinding. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

VOTES OF MEMBERS. 22.1 28.1 Subject to Article 5.4 and to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are he is the holder. 22.2 28.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 28.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 28.4 No person shall be entitled to vote at any general meeting unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 28.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 28.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 28.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 25.1 Subject to any rights or and restrictions for the time being attached to any class or classes of Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner person and every person representing a Member by proxy at a general meeting of the Company shall have one (1) vote for every Share each share registered in such Member’s name in the Register of which they are the holderMembers. No cumulative voting shall be allowed. 22.2 25.2 In the case of joint holders the vote of the senior holder who tenders a vote, vote whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, holders and for this purpose seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 25.3 A Member of unsound mind, or in respect of whom an order has been made by any court, court having jurisdiction in lunacy, may vote, whether vote on a show of hands or on a poll, poll by their his committee, receiver, curator bonis, or other person on such Member’s behalf in the nature of a committee appointed by that court, and any such committee, receiver, curator bonis committee or other person person, may on a poll, vote by proxy. 22.4 25.4 No person shall be entitled to vote at any general meeting unless they are such person is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them such person in respect of Shares have been paid. 22.5 No objection 25.5 The instrument appointing a proxy shall be raised as in writing (whether by manual signature, typewriting, telegraphic transmission, telefacsimile or otherwise) under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is an entity, either under seal or under the hand of an officer or attorney duly authorised in that behalf provided however, that a Member may also authorise the casting of a vote by proxy pursuant to telephonic or electronically transmitted instructions (including, without limitation, instructions transmitted over the qualification internet) obtained pursuant to procedures approved by the Board which are reasonably designed to verify that such instructions have been authorised by such Member. A proxy need not be a Member of any voter except at the general meeting or adjourned general meeting at which Company. Notwithstanding the vote objected to is given or tendered and every vote not disallowed at the meeting foregoing, no proxy shall be valid. Any objection made in due time in accordance with this Article shall be referred to voted or acted upon after three (3) years from its date unless the chairperson whose decision shall be final and conclusiveproxy provides for a longer period. 22.6 On a poll or on a show of hands votes 25.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On 25.7 An instrument appointing a proxy may be in any usual or common form or such other form as the Board may approve. 25.8 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. 25.9 Shares that are beneficially owned by the Company shall not be voted, a Member holding more than one Share need directly or indirectly, at any general meeting and shall not cast be counted in determining the votes in respect total number of their issued Shares in the same way on at any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointedgiven time.

VOTES OF MEMBERS. 22.1 23.1 Subject to any rights or restrictions attached to any Shares, including in Articles 17.3 and 17.4, each Class A Share shall be entitled to one (1) vote on all matters subject to a show vote of hands every Member who Members, and each Class B Share shall be entitled to ten (being an individual10) is present in person or by proxy or, if votes on all matters subject to a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are the holderMembers. 22.2 23.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person Person or by proxy (or, in the case of a corporation or other non-natural personPerson, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 23.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, vote by their his committee, receiver, curator bonis, or other person Person on such Member’s 's behalf appointed by that court, and any such committee, receiver, curator bonis or other person Person may vote by proxy. 22.4 23.4 No person Person shall be entitled to vote at any general meeting unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 23.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes 23.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person Person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a 23.7 A Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 17.1 Subject to any special rights restrictions or restrictions prohibitions as regards voting for the time being attached to any Sharesshares as may be specified in the terms of issue thereof or these Articles, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner Present shall have one vote for every Share each share of which they are it is the holderHolder. 22.2 17.2 In the case of joint holders Holders of any share such Persons shall not have the right of voting individually in respect of such share but shall elect one of their number to represent them and to vote of the senior holder who tenders a vote, whether in person personally or by proxy (or, in their name. In default of such election the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the Person whose name appears first in order in which the names of the holders stand in the Register in respect of Memberssuch share shall be the only Person entitled to vote in respect thereof. 22.3 17.3 A Member of unsound mind, or in respect of whom an order has been made by any court, court having jurisdiction (whether in lunacyJersey or elsewhere) in matters concerning legal incapacity or interdiction may vote by his/her attorney, may votecurator, whether on a show of hands or on a poll, by their committee, receiver, curator bonis, receiver or other person on such Member’s Person authorised in that behalf appointed by that court, court and any such committeeattorney, receivercurator, curator bonis receiver or other person Person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of such attorney, curator, receiver or other Person may be required by the Directors prior to any vote being exercised by such attorney, curator, receiver or other Person. 22.4 17.4 No person Member shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then sums presently payable by them it in respect of Shares shares in the Company of which it is Holder or one of the joint Holders have been paid. 22.5 17.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the such meeting shall be validvalid for all purposes. Any such objection made in due time in accordance with this Article shall be referred to the chairperson of the meeting whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 17.6 On a poll, a Member holding entitled to more than one Share vote need not not, if it votes, use all its votes or cast all the votes in respect of their Shares it uses in the same way on any resolution and therefore way. 17.7 The Directors may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all at the expense of the Shares andCompany send by post or otherwise to the Members instruments of proxy (with or without provision for their return prepaid) for use at any general meeting or at any separate meeting of the Holders of any class of shares of the Company either in blank or nominating in the alternative any one or more of the Directors or any other Persons. If for the purpose of any meeting invitations to appoint as proxy a Person or one or more of a number of Persons specified in the invitations are issued at the Company’s expense they shall be issued to all (and not to some only) of the Members entitled to be sent a Notice of the meeting and to vote thereat by proxy. 17.8 The instrument appointing a proxy shall be in Writing in any common form or as approved by the Directors and shall be under the hand of the appointor or of its attorney duly authorised in Writing or if the appointor is a corporation either under seal or under the hand of a duly authorised officer, subject attorney or other representative. A proxy need not be a Member. 17.9 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is Signed shall be deposited at the Office or at such other place as is specified for that purpose by the Notice convening the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the Person named in the instrument proposes to vote. In calculating the period referred to in the foregoing of this Article 17.9, no account shall be taken of any part of a day that is not a “working day” within the meaning of Article 96(4B) of the Law. The Directors may specify in the Notice convening the meeting such other regulations as they think fit: (a) permitting a copy of any such proxy, power of attorney or other authority to be deposited in any manner or form in place of the original, including by email or other electronic form; and (b) requiring any such copy to be certified as a true copy in any manner or form. An instrument of proxy which is not deposited in the manner so required shall be valid only if it is approved by all the other Members who are Present at the meeting. 17.10 Unless the contrary is stated thereon the instrument appointing a proxy shall be as valid as well for any adjournment of the meeting as for the meeting to which it relates. 17.11 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the instrument appointing the proxy, a proxy appointed under one previous death or more instruments may vote a Share or some or all incapacity of the Shares in respect of which they are appointed either for principal or against a resolution and/or abstain from voting a Share or some or all revocation of the Shares proxy or of the authority under which the proxy was executed provided that no Notice in respect Writing of such death, incapacity or revocation shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which they are appointedsuch vote is cast.

VOTES OF MEMBERS. 22.1 25.1. Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner person and every person representing a Member by proxy at a general meeting of the Company shall have one vote for every Share of which they are he is the holder. No cumulative voting is allowed. 22.2 25.2. In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 25.3. A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, vote by their his committee, receiver, curator bonisxxxxx, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 25.4. No person Member shall be entitled to vote at any general meeting unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 25.5. No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes 25.6. Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a 25.7. A Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 Subject 23.1 At all general meetings of the Company: (a) the holder of Ordinary Shares issued and outstanding shall have one (1) vote in respect of each Ordinary Share held by such holder, (b) the holder of Series A Preferred Shares shall be entitled to any rights or restrictions attached such number of votes as equals the number of Ordinary Shares into which such holder’s collective Series A Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Company’s Members entitled to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy vote or, if no such record date is established, at the date such vote is taken or any written resolution of the Company’s Members is first solicited. To the extent that the Articles or the Shareholders Deed require or contemplate the Series A Preferred Shares to vote separately as a corporation class or other non-natural person is present series with respect to any matters and to the extent permitted by its duly authorised representative or by proxythe Statute, such Series A Preferred Shares shall have one the right to vote separately as a class or series with respect to such matters. Otherwise, the holders of Series A Preferred Shares and on the holders of Ordinary Shares shall vote together as a poll every Member present in any such manner shall have one vote for every Share of which they are the holdersingle class. 22.2 23.2 In the case of joint holders holders, the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised authorized representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 23.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, vote by their committee, receiver, curator bonisbxxxx, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis bxxxx or other person may vote by proxy. 22.4 23.4 No person shall be entitled to vote at any general meeting or at any separate class meeting of the holders of a series of Shares, unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid. 22.5 23.5 No objection shall be raised as to the qualification of any voter voter, except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes 23.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised authorized representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 23.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

VOTES OF MEMBERS. 22.1 11.1 The majority of votes required to pass a special resolution at a meeting of shareholders is not less than two-thirds 75% of the votes cast on the resolution. 11.2 Subject to any special voting rights or restrictions attached to any Shares, class of shares on a show of hands every Member or its proxyholder who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, and entitled to vote at the meeting of shareholders shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share each share of which they are he is the holder. 22.2 In the case of joint holders the registered holder and may exercise such vote of the senior holder who tenders a vote, whether either in person or by proxy (or, in the case of proxyholder. 11.3 Any entity which is a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion Member of the votes Company may authorize such person as it thinks fit to act as its representative at any meeting of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their committee, receiver, curator bonis, or other shareholders. The person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 No person so authorized shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them exercise in respect of Shares have been paid. 22.5 No objection and at such meeting the same powers on behalf of the entity which the person represents as that entity could exercise if it were a Member of the Company personally present, including, without limitation, the right, unless restricted, to appoint a proxyholder to represent such municipality, person or organization and shall be raised as to counted for the qualification purpose of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed forming a quorum if present at the meeting of shareholders. Evidence of the appointment of any such representative may be sent to the Company, if required or requested by the Company, in writing and may be delivered by mail, facsimile, electronic mail or any other method of transmitting legibly recorded messages. Notwithstanding the foregoing, an entity being a Member may appoint a proxyholder. 11.4 Member holding a share in respect of which it is entitled to vote shall be valid. Any objection made in due time in accordance with this Article shall be referred entitled to appoint a proxyholder to attend, act and vote for it on the chairperson whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy)same occasion. A Member may also appoint more than one proxy or the same proxy under one or more instruments alternate proxyholders to attend act in the place and vote at a meeting. Where a Member appoints more than one proxy the instrument stead of an absent proxyholder. 11.5 A form of proxy shall state be in writing under the hand of the appointor or of the Member's attorney duly authorized in writing, or, if the appointor is an entity under the hand of a duly authorized signing authority or attorney. A proxyholder need not be a Member of the Company. 11.6 A form of proxy and the power of attorney or other authority, if any, under which proxy it is entitled signed or a notarially certified copy thereof shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) or such lesser period as the Directors may from time to vote on a show of hands and shall specify time determine before the number of Shares time for holding the meeting in respect of which each proxy the person named in the instrument is entitled appointed. In addition to exercise any other method of depositing proxies provided for in these Articles, the related votesDirectors may from time to time by resolution make regulations relating to the depositing of proxies at any place or places and fixing the time or times for depositing the proxies, which time or times, if the Company is or becomes a reporting company, shall not exceed 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of Members, and providing for particulars of such proxies to be sent to the Company or any agent of the Company in writing or by letter, facsimile or any method of transmitting legibly recorded messages so as to arrive before the commencement of the meeting or adjourned meeting at the office of the Company or of any agent of the Company appointed for the purpose of receiving such particulars and providing that proxies so deposited may be acted upon as though the proxies themselves were deposited as required by this Part and votes given in accordance with such regulations shall be valid and shall be counted. 22.7 On a poll, a Member holding more than one Share need not cast the votes 11.7 A vote given in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to accordance with the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all is valid notwithstanding the revocation of the Shares proxy or of the authority under which the form of proxy was executed or the transfer of the share in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all the proxy is given, provided that no notification in writing of such revocation shall have been received at the registered office of the Shares Company or by the chair of the meeting or adjourned meeting for which the proxy was given before the vote is taken. 11.8 Every proxy may be revoked by an instrument in writing: (a) executed by the Member giving the same or by its attorney authorized in writing or, where the Member is an entity, by a duly authorized signing authority or attorney of the entity; and (b) delivered either at the registered office of the Company at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, at which the proxy is to be used, or to the chair of the meeting on the day of the meeting or any adjournment thereof, before any vote in respect of which they are appointedthe proxy is to be used shall have been taken; or in any other manner provided by law. 11.9 Notwithstanding any other provision of these Articles,: any amendment to Articles 3.3, 3.4, 3.5, 12.1, 13.6, 19.1, 19.2, or 25.1 or any winding-up or dissolution of the Company or such other matter as specifically provided in the Members' Agreement requiring approval by a vote of not less than 75% of the votes attached to all shares held by all of the Members, shall require the approval by a majority of not less than 2/3 75% of the votes cast by attached to Members holding the Class A Shares and the Class B Shares outstanding on the date of the vote; and such other issues as specifically provided in the Members' Agreement requiring approval by a vote of not less than two-thirds of the votes attached to all shares held by all of the Members, shall require the approval by a majority of not less than two- thirds of the votes cast by Members holding attached to all Class A Shares and Class B Shares outstanding on the date of the vote, together with such other approvals as set forth in the Members' Agreement.

VOTES OF MEMBERS. 22.1 Subject to any relevant special rights or restrictions attached to any Sharesshares (including, for the avoidance of doubt, such rights and restrictions set out in Article 4.1 above), on a show of hands vote on a resolution on a poll every Member who (being an individual) is member present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share share of which they are is the holderholder or in respect of which his appointment of proxy or corporate representative has been made. 22.2 A member, proxy or corporate representative entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. 22.3 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), vote shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register register of Membersmembers. 22.3 22.4 A Member of unsound mind, or member in respect of whom an order has been made by any court, court or official having jurisdiction (whether in lunacy, the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, vote by their committee, receiver, curator bonis, or other any person on such Member’s authorised in that behalf appointed by that court, court or official and any such committee, receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming the right to vote shall be delivered to the Office, or such other place as is specified in accordance with these Articles for the delivery or receipt of appointments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised (provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day). Failure to satisfy the requirements of this Article 22.4 shall cause the right to vote not to be exercisable. 22.4 22.5 No person member shall be entitled have the right to vote at any general meeting unless they are registered as a Member on or at any separate meeting of the record date for such meeting nor unless all calls holders of any class of shares, either in person or other monies then payable by them representative or proxy, in respect of Shares any share held by him unless all amounts presently payable by him in respect of that share have been paid. 22.5 No objection 22.6 If at any time the Board is satisfied that any member, or any other Person appearing to be interested in shares held by such member, has been duly served with a notice under section 793 of the Companies Act (a “section 793 notice”) and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the Board may, in its absolute discretion at any time by notice (a “direction notice”) to such member direct that: (a) in respect of the shares in relation to which the default occurred (the “default shares”, which expression includes any shares issued after the date of the section 793 notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and (b) in respect of the default shares: (i) no payment shall be raised made by way of dividend and no share shall be allotted or distributed pursuant to Articles 40.1, 41.1, and 41.2; and (ii) no transfer of any default share shall be registered unless: (A) the member is not himself in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the member in such form as the Board may in its absolute discretion require to the effect that after due and careful enquiry the member is satisfied that no Person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or (B) the transfer is an approved transfer. 22.7 The Company shall send the direction notice to each other Person appearing to be interested in the default shares, but the failure or omission by the Company to do so shall not invalidate such notice. 22.8 Any direction notice shall cease to have effect not more than seven days after the earlier of receipt by the Company of: (a) a notice of an approved transfer, but only in relation to the shares transferred; or (b) all the information required by the relevant section 793 notice, in a form satisfactory to the Board. 22.9 The Board may at any time send a notice cancelling a direction notice. 22.10 The Company may exercise any of its powers under Article 4.10 in respect of any default share that is held in uncertificated form. 22.11 For the purposes of this Article 22.11 and Articles 22.6, 22.7, 22.8, 22.9 and 22.10: (a) a Person shall be treated as appearing to be interested in any shares if the member holding such shares has sent to the Company a notification under section 793 of the Companies Act which either: (i) names such Person as being so interested; or (ii) fails to establish the identities of all those interested in the shares, and (after taking into account the said notification and any other relevant section 793 notification) the Company knows or has reasonable cause to believe that the Person in question is or may be interested in the shares; (b) the prescribed period is 14 days from the date of service of the section 793 notice; and (c) a transfer of shares is an approved transfer if: (i) it is a transfer of shares pursuant to an acceptance of a takeover offer (within the meaning of section 794 of the Companies Act); (ii) the Board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with any other Person appearing to be interested in the shares; or (iii) the transfer results from a sale made through a recognised investment exchange as defined in the Financial Services and Markets Acx 0000 xr any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded. 22.12 Nothing contained in Article 22.6, 22.7, 22.8, 22.9 and 22.10 limits the power of the Company under section 794 of the Companies Act. 22.13 Any objection to the qualification of any voter except Person voting at the a general meeting or on a poll or to the counting of, or failure to count, any vote, must be made at the meeting or adjourned general meeting or at the time the poll is taken (if not taken at the meeting or adjourned meeting) at which the vote objected to is given or tendered tendered. Every vote not disallowed at such meeting shall be valid and every vote not disallowed at the meeting counted which ought to have been counted shall be validdisregarded. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman of the meeting whose decision shall be final and conclusive. If a vote is not disallowed by the chairman of the meeting it is valid for all purposes. 22.6 On 22.14 The Company shall not be bound to enquire whether any proxy or corporate representative votes in accordance with the instructions given to him by the member he represents and if a poll proxy or on a show corporate representative does not vote in accordance with the instructions of hands the member he represents the vote or votes may cast shall nevertheless be cast either personally valid for all purposes. 22.15 If any votes are counted which ought not to have been counted, or by proxy (might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or any adjournment of the meeting, and, in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all opinion of the Shares andchairman, subject it is of sufficient magnitude to vitiate the terms result of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointedvoting.

VOTES OF MEMBERS. 22.1 19.1 Subject to any rights or restrictions attached to any Sharesshares (including without limitation the enhanced voting rights attaching to Class B Common Shares provided for in Article ‎5), on a show of hands every Member who (being an individual) is present in person or by proxy or, if or (being a corporation or other non-natural person corporation) is present by its a duly authorised representative (not being himself a Member entitled to vote) or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every share of which he is the holder (or, in the case of a Class B Common Share, ten (10) votes for every Class B Common Share of which they are he is the holder). 22.2 19.2 In the case of joint holders holders, the vote of the senior joint holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, ; and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 19.3 The Members shall not, without the prior written consent of (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: (a) change the number of Directors from the size specified in Article 20.1; (b) amend these Articles and/or the Memorandum; (c) vary the rights attaching to any Shares; (d) approve the winding-up, liquidation and dissolution of the Company; (e) take any action set out in Article 11.1(a); (f) register the Company as an exempted limited duration Company; or (g) approve the transfer by way of continuation of the Company to a jurisdiction outside the Islands. 19.4 A Member of unsound mind, or in respect of whom an order has been made by any court, court having jurisdiction (whether in lunacy, the Islands or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by their committee, his receiver, curator bonis, bonis or other person on such Member’s authorised in that behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the registered office of the Company, or at such other place as is specified in accordance with these Articles for the deposit or delivery of forms of appointment of a proxy, or in any other manner specified in these Articles for the appointment of a proxy, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. 22.4 19.5 No person shall Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting unless they are registered as or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy or by a Member on the record date for such meeting nor unless all calls or other monies then payable by them corporate representative, in respect of Shares any share held by him unless all moneys presently payable by him in respect of that share have been paid. 22.5 19.6 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman of the meeting whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes 19.7 Votes may be cast given either personally or by proxy. Deposit or delivery of a form of appointment of a proxy does not preclude a Member from attending and voting at the meeting or at any adjournment of it, save that only the Member or his proxy may cast a vote. 19.8 A Member entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way. 19.9 Subject as set out herein, an instrument appointing a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor save that, subject to the Law, the Directors may accept the appointment of a proxy received in an Electronic Communication at an address specified for such purpose, on such terms and subject to such conditions as they consider fit. The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment pursuant to this Article. 19.10 Subject to Article 19.10 below, the form of appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may: (a) in the case of an instrument in writing, be left at or sent by post to the registered office of the Company or such other place within the Islands or elsewhere as is specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote; (b) in the case of an appointment of a proxy contained in an Electronic Communication, where an address has been specified by or on behalf of the Company for the purpose of receiving Electronic Communications: (i) in the notice convening the meeting; or (ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or (iii) in any invitation contained in an Electronic Communication to appoint a proxy issued by the Company in relation to the meeting; be received at such address at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote; (c) in the case of a poll taken more than forty-eight (48) hours after it is demanded, be deposited or delivered as required by paragraphs (a) or (b) of this Article after the poll has been demanded and at any time before the time appointed for the taking of the poll; or (d) where the poll is taken immediately but is taken not more than forty-eight (48) hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the secretary or to any Director; and a form of appointment of proxy which is not deposited or delivered in accordance with this Article 19.10 or Article 19.11 is invalid. 19.11 Notwithstanding Article 19.10 above, the Directors may by way of note to or in any document accompanying the notice of a general meeting (or adjourned meeting) fix the latest time by which the appointment of a proxy must be communicated to or received by the Company (being not more than 48 hours before the relevant meeting). 19.12 A vote or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the registered office of the Company or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of a proxy was contained in an Electronic Communication, at the address at which the form of appointment was received, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. 19.13 Any corporation or other non-natural person which is a Member of the Company may in accordance with its constitutional documents, or, in the absence of such provision, by resolution of its duly directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member. 19.14 If a Clearing House (or proxyits nominee(s). A ) or depositary (or its nominee(s)) is a Member may appoint of the Company, it may, by resolution of its directors or other governing body or by power or attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any class of shareholders of the Company, provided that, if more than one proxy or Person is so authorised, the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and authorisation shall specify the number and class of Shares shares in respect of which each proxy such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the related votes. 22.7 On a poll, a same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding more than one Share need not cast the votes number and class of shares specified in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointedauthorisation.

VOTES OF MEMBERS. 22.1 12.1 - Subject to any special voting rights or restrictions attached to any Sharesclass of shares and the restrictions on joint registered holders of shares, on a show of hands every Member member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, and entitled to vote thereat shall have one vote and on a poll every Member present in any such manner member shall have one vote for every Share each share of which they are he is the holder. 22.2 In the case of joint holders the registered holder and may exercise such vote of the senior holder who tenders a vote, whether either in person or by proxy (orproxy. 12.2 - Any person who is not registered as a member but is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he were a member; but, unless the Directors have previously admitted his right to vote at that meeting in respect of the share, he shall satisfy the Directors of his right to vote the share before the time for holding the meeting, or adjourned meeting, as the case may be, at which he proposes to vote. 12.3 - Any corporation not being a subsidiary which is a member of the Company may by resolution of its Directors or other governing body authorize such person as it thinks fit to act as its representative at any general meeting or class meeting. The person so authorized shall be entitled to exercise in respect of and at such meeting the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company personally present, including, without limitation, the right, unless restricted by such resolution, to appoint a proxyholder to represent such corporation, and shall be counted for the purpose of forming a quorum if present at the meeting. Evidence of the resolution appointing any such representative may be sent to the Company by written instrument, telegram, telex or any method of transmitting legibly recorded messages. Notwithstanding the foregoing, a corporation or other non-natural being a member may appoint a proxyholder. 12.4 - Where there are joint members registered in respect of any share, any one of the joint members may vote at any meeting in person, by its duly authorised proxy or by authorized representative in respect of the share as if he were solely entitled to it. If more than one of the joint members is present at any meeting in person, by proxy or proxy)by authorized representative, the joint member so present whose name stands first on the register of members in respect of the share shall alone be entitled to vote in respect of that share. For the purpose of this Article several executors or administrators of a deceased member in whose sole name any share stands shall be accepted to the exclusion of the votes of the other deemed joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Membersmembers. 22.3 12.5 - A Member member of unsound mindmind entitled to attend and vote, or in respect of whom an order has been made by any court, court having jurisdiction in lunacyjurisdiction, may vote, whether on a show of hands or on a poll, by their committee, receiver, curator bonis, his committee or other person on such Member’s behalf in the nature of a committee appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxyappoint a proxyholder. The chairman may require such proof of such appointment as he sees fit. 22.4 No person shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid. 22.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive. 22.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

VOTES OF MEMBERS. 22.1 20.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are he, she or it is the holder. 22.2 20.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 20.3 A Member of unsound mind, or in respect of whom an order has been made by any court, court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their his, her or its committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 20.4 No person shall be entitled to vote at any general meeting unless they are he, she or it is registered as a Member on the record date for such meeting nor unless all calls or other monies then due and payable by them him or her in respect of Shares have been paid. 22.5 20.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 20.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 20.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their his, her or its Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim or her, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he, she or it is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he, she or it is appointed.

VOTES OF MEMBERS. 22.1 Subject to any relevant special rights or restrictions attached to any Sharesshares (including, for the avoidance of doubt, such rights and restrictions set out in Article 4.1 above), on a show of hands vote on a resolution on a poll every Member who (being an individual) is member present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share share of which they are is the holderholder or in respect of which his appointment of proxy or corporate representative has been made. 22.2 A member, proxy or corporate representative entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. 22.3 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), vote shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register register of Membersmembers. 22.3 22.4 A Member of unsound mind, or member in respect of whom an order has been made by any court, court or official having jurisdiction (whether in lunacy, the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, vote by their committee, receiver, curator bonis, or other any person on such Member’s authorised in that behalf appointed by that court, court or official and any such committee, receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming the right to vote shall be delivered to the Office, or such other place as is specified in accordance with these Articles for the delivery or receipt of appointments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised (provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day). Failure to satisfy the requirements of this Article 22.4 shall cause the right to vote not to be exercisable. 22.4 22.5 No person member shall be entitled have the right to vote at any general meeting unless they are registered as a Member on or at any separate meeting of the record date for such meeting nor unless all calls holders of any class of shares, either in person or other monies then payable by them representative or proxy, in respect of Shares any share held by him unless all amounts presently payable by him in respect of that share have been paid. 22.5 No objection 22.6 If at any time the Board is satisfied that any member, or any other Person appearing to be interested in shares held by such member, has been duly served with a notice under section 793 of the Companies Act (a “section 793 notice”) and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the Board may, in its absolute discretion at any time by notice (a “direction notice”) to such member direct that: (a) in respect of the shares in relation to which the default occurred (the “default shares”, which expression includes any shares issued after the date of the section 793 notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and (b) in respect of the default shares: (i) no payment shall be raised made by way of dividend and no share shall be allotted or distributed pursuant to Articles 40.1, 41.1, and 41.2; and (ii) no transfer of any default share shall be registered unless: (A) the member is not himself in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the member in such form as the Board may in its absolute discretion require to the effect that after due and careful enquiry the member is satisfied that no Person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or (B) the transfer is an approved transfer. 22.7 The Company shall send the direction notice to each other Person appearing to be interested in the default shares, but the failure or omission by the Company to do so shall not invalidate such notice. 22.8 Any direction notice shall cease to have effect not more than seven days after the earlier of receipt by the Company of: (a) a notice of an approved transfer, but only in relation to the shares transferred; or (b) all the information required by the relevant section 793 notice, in a form satisfactory to the Board. 22.9 The Board may at any time send a notice cancelling a direction notice. 22.10 The Company may exercise any of its powers under Article 4.10 in respect of any default share that is held in uncertificated form. 22.11 For the purposes of this Article 22.11 and Articles 22.6, 22.7, 22.8, 22.9 and 22.10: (a) a Person shall be treated as appearing to be interested in any shares if the member holding such shares has sent to the Company a notification under section 793 of the Companies Act which either: (i) names such Person as being so interested; or (ii) fails to establish the identities of all those interested in the shares, and (after taking into account the said notification and any other relevant section 793 notification) the Company knows or has reasonable cause to believe that the Person in question is or may be interested in the shares; (b) the prescribed period is 14 days from the date of service of the section 793 notice; and (c) a transfer of shares is an approved transfer if: (i) it is a transfer of shares pursuant to an acceptance of a takeover offer (within the meaning of section 794 of the Companies Act); (ii) the Board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with any other Person appearing to be interested in the shares; or (iii) the transfer results from a sale made through a recognised investment exchange as defined in the Financial Services and Markets Xxx 0000 or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded. 22.12 Nothing contained in Article 22.6, 22.7, 22.8, 22.9 and 22.10 limits the power of the Company under section 794 of the Companies Act. 22.13 Any objection to the qualification of any voter except Person voting at the a general meeting or on a poll or to the counting of, or failure to count, any vote, must be made at the meeting or adjourned general meeting or at the time the poll is taken (if not taken at the meeting or adjourned meeting) at which the vote objected to is given or tendered tendered. Every vote not disallowed at such meeting shall be valid and every vote not disallowed at the meeting counted which ought to have been counted shall be validdisregarded. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman of the meeting whose decision shall be final and conclusive. If a vote is not disallowed by the chairman of the meeting it is valid for all purposes. 22.6 On 22.14 The Company shall not be bound to enquire whether any proxy or corporate representative votes in accordance with the instructions given to him by the member he represents and if a poll proxy or on a show corporate representative does not vote in accordance with the instructions of hands the member he represents the vote or votes may cast shall nevertheless be cast either personally valid for all purposes. 22.15 If any votes are counted which ought not to have been counted, or by proxy (might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or any adjournment of the meeting, and, in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all opinion of the Shares andchairman, subject it is of sufficient magnitude to vitiate the terms result of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointedvoting.

VOTES OF MEMBERS. 22.1 18.1 Subject to any rights or restrictions attached to any Shares, including as set out in Clause 7 of the Memorandum, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are he is the holder. 22.2 18.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 18.3 A Member of unsound mind, or in respect of whom an order has been made by any court, court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 18.4 No person shall be entitled to vote at any general meeting unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then due and payable by them him in respect of Shares have been paid. 22.5 18.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 18.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 22.7 18.7 On a poll, a Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are he is appointed.

VOTES OF MEMBERS. 22.1 21.1 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which they are he is the holder. 22.2 21.2 In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 22.3 21.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 22.4 21.4 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of Shares unless they are he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them him in respect of Shares have been paid. 22.5 21.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson chairman whose decision shall be final and conclusive. 22.6 21.6 On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related voteshands. 22.7 On a poll, a 21.7 A Member holding more than one Share need not cast the votes in respect of their his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxyhim, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointedvoting.