Common use of VOTES OF MEMBERS Clause in Contracts

VOTES OF MEMBERS. 70.1 Subject to the Companies Acts, to any 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, members holding Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote as one class on all matters, and every member holding Class A Ordinary Shares present in person or by proxy shall have one (1) vote for each Class A Ordinary Share it holds, and every 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 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 each Class C Share it holds. 70.3 In any class meeting of: (a) the 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 who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names of the holders stand in the Register. 70.5 Where in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that 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 in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the 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 meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable. 70.6 In the case of equality of votes, the chair of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.

VOTES OF MEMBERS. 70.1 22.1 Subject to the Companies Acts, any rights or restrictions attached to any special terms as to voting on which any shares may have been issued or may for the time Shares, every Member who (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 all matters, and every member holding Class A Ordinary Shares 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 (1) vote for each Class A Ordinary Share it holds, and every 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 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 each Class C Share it holds. 70.3 In any class meeting of: (a) the members holding Class A Ordinary Shares, each Class A Ordinary Share shall be considered as carrying the same such number of votes as is determined in accordance with Section 5 of 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 Statement 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 SharesDesignations. 70.4 If two or more persons are 22.2 In the case of 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 RegisterRegister of Members. 70.5 Where 22.3 A Member of unsound mind, or in England or elsewhere a receiver or other person (by whatever name called) respect of whom an order has been appointed made by any court claiming court, having jurisdiction in that behalf to exercise powers with respect to the property lunacy, may vote, whether on a show of hands or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a poll, by proxy his committee, receiver, curator bonis, or other person on such Member’s behalf of appointed by that court, and any such member 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 he is registered as a Member on the record date for such meeting nor unless all calls or to exercise any other right conferred monies then payable by membership him in relation to meetings respect of the Company. Evidence Shares have been paid. 22.5 No objection shall be raised as to the satisfaction qualification of the Board of the authority of the person claiming to exercise the right to vote shall be deposited any voter except at the 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 general meeting or adjourned general meeting at which the right vote objected to is given or tendered and every vote is not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be exercised and, in default, the right to vote shall not be exercisablefinal and conclusive. 70.6 In 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 equality 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 votes, the chair of the meeting at proxy shall state which the proxy is entitled to vote on a show of hands takes place or at and shall specify the number of Shares in respect of which the poll each proxy is demanded shall not be entitled to exercise the related votes. 22.7 On a casting votepoll, a Member holding more than one Share need not cast the votes in respect of 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 him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which 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 he is appointed.

VOTES OF MEMBERS. 70.1 21.1 Subject to the Companies Acts, any rights or restrictions attached to any special terms as to voting Shares, on which any shares may have been issued or may for the time a show of hands every Member who (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 all matters, and every member holding Class A Ordinary Shares 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 proxy, shall have one (1) vote for each Class A Ordinary Share it holds, and on a poll every 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 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 Member shall have one (1) vote for each Class C every Share it holdsof which he is the holder. 70.3 21.2 In any class meeting of: (a) the members holding Class A Ordinary Shares, each Class A Ordinary Share shall be considered as carrying the same number case 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 record the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, and seniority shall be determined by the order in which the names of the holders stand in the RegisterRegister of Members. 70.5 Where 21.3 A Member of unsound mind, or in England or elsewhere a receiver or other person (by whatever name called) respect of whom an order has been appointed made by any court claiming court, having jurisdiction in that behalf to exercise powers with respect to the property lunacy, may vote, whether on a show of hands or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a poll, by proxy his committee, receiver, curator bonis, or other person on such Member’s behalf of appointed by that court, and any such member committee, receiver, curator bonis or other person may vote by proxy. 21.4 No person shall be entitled to vote at any general meeting or to exercise at any other right conferred by membership in relation to meetings separate meeting of the Company. Evidence holders of a class of Shares unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid. 21.5 No objection shall be raised to the satisfaction qualification of the Board of the authority of the person claiming to exercise the right to vote shall be deposited any voter except at the 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 general meeting or adjourned general meeting at which the right vote objected to is given or tendered and every vote is not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be exercised and, in default, the right to vote shall not be exercisablefinal and conclusive. 70.6 In the case of equality of votes, the chair of the meeting at which the 21.6 On a poll or on a show of hands takes place votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which the poll proxy is demanded shall not be entitled to vote on a casting voteshow of hands. 21.7 A Member holding more than one Share need not cast the votes in respect of 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 him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

VOTES OF MEMBERS. 70.1 19.1 Subject to the Companies Acts, any rights or restrictions attached to any special terms as to voting on which any shares may have been issued or may for (including without limitation the time being be held and to any suspension or abrogation of enhanced voting rights under these Articles, members holding Class A Ordinary Shares and attaching to Class B Ordinary Common Shares shall at all times vote as one class on all mattersprovided for in Article ‎5), and every member holding Class A Ordinary Shares Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative (not being himself a Member entitled to vote) or by proxy, shall on a poll have one (1) vote for each Class A Ordinary Share it holdsevery share of which he is the holder (or, and every member holding in the case of a Class B Ordinary Shares present in person or by proxy shall have Common Share, ten (10) votes for each every Class B Ordinary Common Share it holdsof which he is the holder). 70.2 Subject to 19.2 In the Companies Actscase of joint holders, to any 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 each Class C Share it holds. 70.3 In any class meeting of: (a) the 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 joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, ; and seniority shall be determined by the order in which the names of the holders stand in the RegisterRegister of Members. 70.5 Where 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 England 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 in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere a receiver elsewhere) in matters concerning mental disorder may vote, by his receiver, curator bonis or other person (by whatever name called) has been appointed by any court claiming jurisdiction authorised in that behalf to exercise powers with respect to the property or affairs of appointed by that court, and any member on the ground (however formulated) of mental disordersuch receiver, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver curator bonis or other person on behalf of such member to may vote in person, on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Companyproxy. Evidence to the satisfaction of the Board Directors of the authority of the person claiming to exercise the right to vote shall be deposited received at the Officeregistered office of the Company, or at such other place as is specified in accordance with these Articles for the deposit or delivery of instruments forms of appointment of a proxy, at least 48 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, and in default, default the right to vote shall not be exercisable. 70.6 In 19.5 No Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting 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 corporate representative, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid. 19.6 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive. 19.7 Votes may be 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 equality an instrument in writing, be left at or sent by post to the registered office of votesthe 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 chair 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 show poll was demanded to the chairman of hands takes 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 demanded a Member of the Company may in accordance with its constitutional documents, or, in the absence of such provision, by resolution of its 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 shall not 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 casting voteClearing House (or its nominee(s)) or depositary (or its nominee(s)) is a Member 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 Person is so authorised, the authorisation shall specify the number and class of shares in respect of which such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the 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 the number and class of shares specified in such authorisation.

VOTES OF MEMBERS. 70.1 18.1 Subject to the Companies Acts, any rights or restrictions attached to any special terms Shares, including as to voting set out in Clause 7 of the Memorandum, on which any shares may have been issued or may for the time being be held and to any suspension or abrogation a show 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 all matters, and hands every member holding Class A Ordinary Shares Member who is present in person or by proxy shall have one (1) vote for each Class A Ordinary Share it holds, and on a poll every member holding Class B Ordinary Shares Member 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 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 such manner shall have one (1) vote for each Class C every Share it holdsof which he is the holder. 70.3 18.2 In any class meeting of: (a) the members holding Class A Ordinary Shares, each Class A Ordinary Share shall be considered as carrying the same number case 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, 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 RegisterRegister of Members. 70.5 Where 18.3 A Member of unsound mind, or in England or elsewhere a receiver or other person (by whatever name called) respect of whom an order has been appointed made by any court claiming having jurisdiction in that behalf to exercise powers with respect to the property lunacy, may vote, whether on a show of hands or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a poll, by proxy his committee, receiver, curator bonis, or other person on such Member’s behalf of appointed by that court, and any such member committee, receiver, curator bonis or other person may vote by proxy. 18.4 No person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or to exercise any other right conferred monies then due and payable by membership him in relation to meetings respect of the Company. Evidence Shares have been paid. 18.5 No objection shall be raised as to the satisfaction qualification of the Board of the authority of the person claiming to exercise the right to vote shall be deposited any voter except at the 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 general meeting or adjourned general meeting at which the right vote objected to is given or tendered and every vote is not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be exercised and, in default, the right to vote shall not be exercisablefinal and conclusive. 70.6 In the case of equality of votes, the chair of the meeting at which the 18.6 On a poll or on a show of hands takes place votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which the poll proxy is demanded shall not be entitled to vote on a casting voteshow of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. 18.7 On a poll, a Member holding more than one Share need not cast the votes in respect of 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 him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which 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 he is appointed.

VOTES OF MEMBERS. 70.1 19.1 Subject to the Companies Acts, any rights or restrictions attached to any special terms as to voting on which any shares may have been issued or may for (including without limitation the time being be held and to any suspension or abrogation of enhanced voting rights under these Articles, members holding Class A Ordinary Shares and attaching to Class B Ordinary Common Shares shall at all times vote as one class on all mattersprovided for in Article 5), and every member holding Class A Ordinary Shares Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative (not being himself a Member entitled to vote) or by proxy, shall on a poll have one (1) vote for each Class A Ordinary Share it holdsevery share of which he is the holder (or, and every member holding in the case of a Class B Ordinary Shares present in person or by proxy shall have Common Share, ten (10) votes for each every Class B Ordinary Common Share it holdsof which he is the holder). 70.2 Subject to 19.2 In the Companies Actscase of joint holders, to any 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 each Class C Share it holds. 70.3 In any class meeting of: (a) the 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 joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, ; and seniority shall be determined by the order in which the names of the holders stand in the RegisterRegister of Members. 70.5 Where 19.3 A Member in England respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere a receiver elsewhere) in matters concerning mental disorder may vote, by his receiver, curator bonis or other person (by whatever name called) has been appointed by any court claiming jurisdiction authorised in that behalf to exercise powers with respect to the property or affairs of appointed by that court, and any member on the ground (however formulated) of mental disordersuch receiver, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver curator bonis or other person on behalf of such member to may vote in person, on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Companyproxy. Evidence to the satisfaction of the Board Directors of the authority of the person claiming to exercise the right to vote shall be deposited received at the Officeregistered office of the Company, or at such other place as is specified in accordance with these Articles for the deposit or delivery of instruments forms of appointment of a proxy, at least 48 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, and in default, default the right to vote shall not be exercisable. 70.6 In 19.4 No Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting 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 corporate representative, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid. 19.5 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive. 19.6 Votes may be 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 equality an instrument in writing, be left at or sent by post to the registered office of votesthe 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 chair 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 show poll was demanded to the chairman of hands takes 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 demanded a Member of the Company may in accordance with its constitutional documents, or, in the absence of such provision, by resolution of its 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 shall not 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 casting voteClearing House (or its nominee(s)) or depositary (or its nominee(s)) is a Member 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 Person is so authorised, the authorisation shall specify the number and class of shares in respect of which such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the 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 the number and class of shares specified in such authorisation.

VOTES OF MEMBERS. 70.1 22.1 A resolution put to the vote of a general meeting must be taken on a poll. This Article 22.1 may only be removed, amended or varied by resolution of the members passed unanimously at a general meeting of the Company. 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 Subject to the Companies Acts, any relevant special rights or restrictions attached to any special terms as to voting on which any shares may have been issued or may (including, for the time being be held avoidance of doubt, such rights and to any suspension or abrogation of voting rights under these Articlesrestrictions set out in Article 4.1 above), members holding Class A Ordinary Shares and Class B Ordinary Shares shall on a vote on a resolution on a poll taken at all times vote as one class on all mattersa meeting, and every qualifying member holding Class A Ordinary Shares present in person or by proxy (or, in the case of a corporation, a Corporate Representative) and entitled to vote on the resolution shall have one (1) vote for in respect of each Class A Ordinary Share it holds, and every member holding Class B Ordinary Shares present in person or by proxy shall have ten (10) votes for each Class B Ordinary Share it holdsShare. 70.2 Subject to 22.4 In the Companies Acts, to any 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 case of voting rights under these Articles, every member holding Class C Shares present in person or by proxy shall have one (1) vote for each Class C Share it holds. 70.3 In any class meeting of: (a) the 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 who tenders a vote, whether in person or by proxy, vote 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 Registerregister of members. 70.5 Where 22.5 A member in England or elsewhere a receiver or other person (by whatever name called) respect of whom an order has been appointed made by any court claiming or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote by any Person authorised in that behalf to exercise powers with respect to the property by that court or affairs of any member on the ground (however formulated) of mental disorder, the Board official and such Person may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a poll, by proxy on behalf (or, in the case of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. a corporation, a Corporate Representative) Evidence to the satisfaction of the Board of the authority of the person Person claiming to exercise the right to vote shall be deposited at delivered to the Office, or at such other place as is specified in accordance with these Articles for the deposit delivery or receipt of instruments appointments of proxy, at least 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 and(provided that the Board may specify, in defaultany 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 22.5 shall cause the right to vote shall not to be exercisable. 70.6 22.6 In the case of an equality of votes, the chair chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote. 22.7 No member shall have the right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by representative or proxy, in respect of any share held by him unless all amounts presently payable by him in respect of that share have been paid. 22.8 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 (or, in the case of a corporation, a Corporate Representative) at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and (b) where the default shares represent at least 0.25 per cent. in nominal value of the issued shares of their class (calculated exclusive of any shares held in treasury), in respect of the default shares: (i) no payment shall be made by way of dividend and no share shall be allotted or distributed pursuant to Articles 39.1, 40.1, and 40.2; 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 required and it has been proved to the reasonable 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. For the purposes of ensuring this Article 22.8(b)(ii) can apply to all shares held by the member, the Company may in accordance with the Uncertificated Securities Rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form. 22.9 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. 22.10 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. 22.11 The Board may at any time send a notice cancelling a direction notice. 22.12 The Company may exercise any of its powers under Article 4.9 in respect of any default share that is held in uncertificated form. 22.13 For the purposes of this Article 22.13 and Articles 22.9, 22.10, 22.11 and 22.12: (a) a Person shall be treated as appearing to be interested in any shares if the member holding such shares has sent information to the Company in response to 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 information and any other relevant information in the possession of the Company) 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 974 of the Companies Act); (ii) the Board is satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the holder or 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 FSMA or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded. 22.14 Nothing contained in Article 22.9, 22.10, 22.11 and 22.12 limits the power of the Company under section 794 of the Companies Act. 22.15 Any objection to the qualification of any Person voting at 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 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 tendered. Any objection made in due time shall be referred to the 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. 22.16 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 proxy or corporate representative does not vote in accordance with the instructions of the member he represents the vote or votes cast shall nevertheless be valid for all purposes. 22.17 If any votes are counted which ought not to have been counted, or 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, or at the time the poll is taken (if not taken at the meeting or adjourned meeting), and, in the opinion of the chairman, it is of sufficient magnitude to vitiate the result of the voting.

VOTES OF MEMBERS. 70.1 18.1 Subject to the Companies Acts, any rights or restrictions attached to any 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 Shares contained in these Articles, members holding Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote as one class on all matters, and a show of hands every member holding Class A Ordinary Shares who (being an individual) is present in person or (being a corporation) is present by proxy a duly authorised representative, not being himself a member entitled to vote, shall have one (1) vote for each Class A Ordinary Share it holds, and on a poll every 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 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 each Class C every Share it holdsof which he is the holder. 70.3 18.2 In any class meeting of: (a) the members holding Class A Ordinary Shares, each Class A Ordinary Share shall be considered as carrying the same number case 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 who tenders a vote, whether in person or by 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 Registerregister of members. 70.5 Where 18.3 A member in England respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere elsewhere) in matters concerning mental disorder may vote, whether on a receiver show of hands or on a poll, by his receiver, curator bonis or other person (by whatever name called) has been appointed by any court claiming jurisdiction authorised in that behalf to exercise powers with respect to the property or affairs of appointed by that court, and any member on the ground (however formulated) of mental disordersuch receiver, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver curator bonis or other person on behalf of such member to vote in personmay, on a poll, vote by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Companyproxy. Evidence to the satisfaction of the Board Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the 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 office before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, and in default, default the right to vote shall not be exercisable. 70.6 In 18.4 No member shall vote at any General Meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any Share held by him unless all moneys presently payable by him in respect of that Share have been paid. 18.5 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. 18.6 On a poll votes may be given either personally or by proxy. A member may appoint more than one proxy to attend on the same occasion. 18.7 An instrument appointing a proxy shall be in writing, executed by or 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 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 new proxy and any authority which it is executed or a 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 equality a poll taken more than 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 votesthe poll; or 18.9.3 where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, the chair of be delivered at the meeting at which the show poll was demanded to the Chairman or to the Secretary or to any Director; and an instrument of hands takes 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 or at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll is demanded shall not be entitled to or (in the case of a casting votepoll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

VOTES OF MEMBERS. 70.1 23.1 Subject to the Companies Acts, any rights or restrictions attached to any special terms as to voting on which any shares may have been issued or may for the time being be held Shares, including in Articles 17.3 and to any suspension or abrogation of voting rights under these Articles17.4, members holding each Class A Ordinary Shares and Class B Ordinary Shares Share shall at all times vote as one class on all matters, and every member holding Class A Ordinary Shares present in person or by proxy shall have be entitled to one (1) vote for on all matters subject to a vote of Members, and each Class A Ordinary B Share it holds, and every member holding Class B Ordinary Shares present in person or by proxy shall have be entitled to ten (10) votes for each Class B Ordinary Share it holdson all matters subject to a vote of Members. 70.2 Subject to 23.2 In the Companies Acts, to any 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 case of voting rights under these Articles, every member holding Class C Shares present in person or by proxy shall have one (1) vote for each Class C Share it holds. 70.3 In any class meeting of: (a) the 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 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 RegisterRegister of Members. 70.5 Where 23.3 A Member of unsound mind, or in England or elsewhere a receiver respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person (by whatever name called) has been Person on such Member's behalf appointed by that court, and any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disordersuch committee, the Board may in its absolute discretionreceiver, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver curator bonis or other person on behalf of such member Person may vote by proxy. 23.4 No Person shall be entitled to vote in person, on a poll, by proxy on behalf of such member at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or to exercise any other right conferred monies then payable by membership him in relation to meetings respect of the Company. Evidence Shares have been paid. 23.5 No objection shall be raised as to the satisfaction qualification of the Board of the authority of the person claiming to exercise the right to vote shall be deposited any voter except at the 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 general meeting or adjourned general meeting at which the right vote objected to is given or tendered and every vote is not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be exercised and, in default, the right to vote shall not be exercisablefinal and conclusive. 70.6 In 23.6 Votes may be cast either personally or by proxy (or in the case of equality 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 specify the number of Shares in respect of which each proxy is entitled to exercise the related votes, . 23.7 A Member holding more than one Share need not cast the chair votes in respect of 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 meeting at Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the show Shares in respect of hands takes place or at which the poll he is demanded shall not be entitled to a casting voteappointed.