2. That immediately and conditional upon the Registrar of Companies issuing a Certificate of Incorporation on Change of Name pursuant to resolution 1 above, the Memorandum of Association of the Company be and is hereby amended by the deletion of Clause 7 and its replacement as follows:-

•  
  • “7. If upon the winding-up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to or distributed among the members of the company who either have been paid up Ordinary Members or Associate Members in good standing for at least three years at the date of resolving to make any such payment or distribution.” 

FIELD FISHER WATERHOUSE, 41 Vine Street, London EC3N 2AA

1. The Company’s name is “The Minor Metals Trade Association”.

2. The Company’s registered office is to be situated in England.

3. The Company’s objects are to

•  
  • (i) encourage, assist, participate in and foster, in any manner considered appropriate, the activities of the trade in minor metals by Members of the Company with a view to the maintenance of good trade practices, healthy competition and the reputation of such Members on the basis of sound commercial principles. For these purposes “minor metals” shall include light metals, rare metals, precious metals, their ores, scrap, compounds and ferro alloys;
  • (ii) provide facilities for the meeting of Members and the co-ordination of their activities;
  • (iii) establish standards of conduct and good practice for Members, in the interests of the trade and the general public;
  • (iv) establish standards of conduct and good practice for those parties offering sub-contracted services to Ordinary Members;
  • (v) to meet the particular needs of and to speak on behalf of those active in the minor metals trade who are Members of the Company;
  • (vi) to operate an arbitration service available to Members and others;
  • (vii) to acquire the assets and undertakings of the Minor Metals Traders Association.

In furtherance of the above objects but not further or otherwise the Company shall have the following powers:

•  
  • (a) To Procure commission print record publish issue and distribute whether in conjunction with any other persons or companies or otherwise and whether gratuitously or otherwise books pamphlets leaflets newspapers advertisements films broadcasts gramophone recordings or other forms of publications or recording desirable for the promotion of the Company’s objects.
  • (b) Subject to such consents as may be required by law to borrow and raise money for the furtherance of the objects of the Company in such manner and on such security as the Company may think fit.
  • (c) To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation or otherwise.
  • (d) To invest the moneys of the Company not immediately required for the furtherance of its objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law.
  • (e) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges and to construct, maintain and alter any buildings or erections which the Company may think necessary for the promotion of its objects.
  • (f) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Company with a view to the furtherance of its objects.
  • (g) To employ and pay such architects, surveyors, solicitors and other professional persons, workmen, clerks and other staff as are necessary for the furtherance of the objects of the Company.
  • (h) to co-operate with other bodies and statutory authorities operating in furtherance of the Objects or similar purposes and to exchange information and advice with them.
  • (i) to subscribe to, become a member of, or amalgamate with any other voluntary body, statutory body, charitable organisation, institution, society or body (whether incorporated or not and whether in Great Britain or Northern Ireland or elsewhere) whose objects are wholly or in part similar to those of the Company and to purchase or otherwise acquire and undertake all such part of the property, assets, liabilities and engagements as may lawfully be acquired or undertaken by the Company of any such organisation, institution, society or body.
  • (j) To establish and support or aid the establishment and support of any charitable trusts, associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with or calculated to further any of the objects of the Company.
  • (k) To do all or any of the things hereinbefore authorised either alone or in conjunction with any other organisation, institution, society or body.
  • (I) To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company.
  • (m) To do all such other lawful things as are necessary for the attainment of the above objects or any of them.

Company pursuant to this Memorandum.

NAMES AND ADDRESSES OF SUBSCRIBERS:

• Rushmore Group Limited, 1 Old Yard, Brasted, Kent TN16 1JP
• Trident Traders Limited, 22 Duke Street, Macclesfield, Cheshire SK11 6UR
• London Metals Limited, International House, 59 Compton Road, London N1 2YT
• Wogen Resources Limited, 4 The Sanctuary, Westminster, London SW1P 3JS
• Derek Raphael & Co. Limited, Watson House, 54 Baker Street, London W1M 1DJ
• Atlax Limited, Hoppingwood Farm, Robin Hood Way, London SW2O OAB
• Comecim (UK), 12 Carlos Place, London W1Y 6LL

Witness to the above Signatures:

  THE COMPANIES ACTS 1985 and 1989

INTERPRETATION

1. In these Articles:

• “the Act” means to Companies Act 1985 or, where the context requires, the Companies Act 1989.
• “The Committee” means the Committee of Management of the Company.
• “Ordinary Member” means a person, firm, company, or corporation admitted to Ordinary membership of the Company under Article 4.
• “Associate Member” means a person, firm, company or corporation admitted to Associate Membership of the Company under Article 4.
• “Honorary Member” means a person firm company or corporation admitted to Honorary Membership of the Company under Article 5.
• “Secretary” means any person appointed to perform the duties of the secretary of the Company.
• “United Kingdom” means Great Britain and Northern Ireland.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form. Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date which these Articles become binding on the Company. Unless otherwise specified references to Members of the Company shall be references to all categories of Member.

OBJECTS

2. The Company is established for the objects expressed in the Memorandum of Association.

MEMBERS

3.1 The number of Ordinary Members with which the Company proposes to be registered does not exceed fifty, but the Committee may from time to time register an increase of members.

3.2 The subscribers to the Memorandum of Association and such other persons as the Committee shall admit to membership in accordance with the following provisions of these Articles shall be members of the Company. Every member of the Company shall either sign a written consent to become a member or sign the register of members on becoming a member.

4.1 The Committee may from time to time admit to Ordinary Membership such persons, firms companies or corporations being engaged in the trade in minor metals (to include providers and consumers) as shall apply and be accepted for Ordinary Membership under Article 6 below.

4.2 Ordinary Members shall be entitled to attend and vote at all general meetings of the Company and shall be bound by these Articles and be subject to any rules from time to time issued by the Committee in relation to them.

ASSOCIATE MEMBERS

4.3 The Committee may from time to time invite any person, firm company, corporation or other organisation having an interest in the minor metals trade to join the Company as an Associate Member in accordance with Article 6.

4.4 Associate Members may include (inter alia) trade press, warehouse companies, assayers or others connected with the minor metals trade as the Committee may decide.

4.5 Associate Members shall have no right to vote at any general meetings of the Company or to be members of the Committee, but shall otherwise be entitled to the benefits available to Members of the Company. There may be one or more categories of Associate Membership and particular eligibility requirements and rules may attach to each such category. The Committee shall advise each Associate Member of the category to which they belong and the appropriate requirements and rules attaching to that category.

4.6 Associate Members shall be bound by these articles and be subject to the requirements and rules from time to time issued by the Committee in relation to them.

HONORARY MEMBERS

5.1 The Committee may invite any persons, firm, Company or other corporation to become an Honorary Member of the Company for such period or periods as the Committee thinks fit.

5.2 Honorary Members shall have no rights to vote at any general meetings of the Company or to be Members of the Committee, but shall otherwise be entitled to the benefits available to Members of the Company. Honorary Members shall be bound by these Articles and be subject to any Rules from time to time issued by the Committee in relation to them.

ELIGIBILITY FOR MEMBERSHIP

6.1 Every Applicant for admission as an Ordinary Member or Associate Member shall meet such eligibility requirements as the Committee shall from time to time decide and complete and sign such form or application as may from time to time be prescribed by the Committee. Such form or application shall also be signed by a proposer and a seconder who shall each be Ordinary Members of the Company.

6.2 Every such applicant shall be required to confirm that the information provided upon application is true, accurate and not misleading in any material respect and that no information relevant for the purposes of the application has been omitted.

6.3 Each duly completed form of application for Ordinary or Associate Membership shall be forwarded to all the Ordinary Members who shall have 21 days within which to comment on the application in writing to the Secretary. The application and any comments received from Ordinary Members shall be considered by the Committee which shall have absolute discretion whether to admit the applicant to Membership or to refuse the application without assigning the reason therefore. The decision of the Committee shall be final.

6.4 Associate and Ordinary Members shall pay such subscriptions as shall from time to time be fixed by the Committee and approved by Special Resolution of the Ordinary Members. Any such subscription shall be payable in full or, on admission of membership during the course of the subscription year, pro rata for the unexpired part of that year.

6.5 Every member of the unincorporated Minor Metals Traders Association as at 31 December 1996 shall be eligible for membership of the Company and shall be admitted to membership of the Company in the same category of membership such member held in the unincorporated Minor Metals Traders Association. The provisions of Articles 6.1, 6.2 and 6.3 shall be deemed to have been complied with in respect of such a member provided the member consents to membership within the period of three months following incorporation.

CESSATION OF MEMBERSHIP

7.1 Subject to Article 3.3 any Member may at any time resign from the Company by giving notice in writing to the Secretary and shall cease to be a Member of the Company forthwith, or from any date given in the letter of resignation. Such Member shall, nevertheless, remain liable for all subscriptions unpaid, and shall not be entitled to any refund on the unexpired portion of their subscription payment for that calendar year. If a Member fails to give written notice of resignation before the date on which the Member’s annual subscription falls due, the Member will remain liable for the full subscription for the following year.

7.2 The Committee may, if at any time it shall be of the opinion that the interests of the Company so require, by letter invite a Member to resign from the Company within the period of time specified in such letter. In default of such resignation, the Committee shall submit the question of the said Member’s expulsion to a General Meeting convened for that purpose and held within 28 days after the last day of the aforesaid period. The special General Meeting may expel the said Member by a Resolution passed by a majority of not less than two thirds of such Ordinary Members as (being entitled to do so) vote in person or by proxy at such General Meeting. If so decided by the Committee the vote shall be taken by confidential ballot.

7.4 Upon cessation of Membership (however arising) the Member shall forthwith cease to represent itself as a Member of the Company and shall comply with the requirements and Rules applicable to it pursuant to Article 4 or Article 5 above.

GENERAL MEETINGS

8.1 The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. The Annual General Meeting shall be held at such time and place as the Committee shall appoint. All General Meetings other than Annual General Meetings and Mid-year General Meetings shall be called Extraordinary General Meetings.

8.2 The Committee may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitions, as provided by Section 368 of the Act. If at any time there are not within the United Kingdom sufficient Members of the Committee capable of acting to form a quorum, any Member of the Committee or any two members of the Company may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Committee.

NOTICE OF GENERAL MEETINGS

9.1 All Annual General Meetings and Mid-Year Meetings shall be called by twenty one days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under the Articles of the Company, entitled to receive such notices from the Company. Provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:

• (a) in the case of a meeting called as the Annual General Meeting, by all the Ordinary Members entitled to attend and vote thereat; and
• (b) in the case of any other meeting, by a majority in number of the Ordinary Members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the members.

9.2 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

PROCEEDINGS AT GENERAL MEETINGS

10.1 All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting and Mid-Year Meeting, with the exception of the consideration of the accounts, balance sheets, and the reports of the Committee and auditors, the election of members of the Committee in the place of those retiring and the appointment of, and the fixing of the remuneration, of the auditors.

10.2 Business transacted at the Annual General Meeting shall include the following:

• (i) To receive from the Committee a report, balance sheet and statement of account for the preceding financial year and a budget for the current financial year (copies of all of which shall be sent to Members with the notice of the meeting)
• (ii) To elect officers and members of the Committee.
• (iii) To approve the Committee’s appointment of an auditor and his remuneration.
• (iv) To fix the remuneration of any servant of the Company.
• (v) To consider any other business.

11. No business shall be transacted at any General Meeting unless a quorum of Ordinary Members is present at the time when the meeting proceeds to business; save as herein otherwise provided, ten Ordinary members or one fifth of the Ordinary Members (whichever is the lesser) present in person shall be a quorum. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same time at the same place twenty-one days later place, or to such other day and at such other time and as the Committee may determine. If at any such adjourned meeting a quorum is not present, the Ordinary Members then present shall form a quorum.

12. The chairman, if any, of the Committee shall preside as chairman at every General Meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the members of the Committee present shall elect one of their number to be chairman of the meeting.

13. If at any meeting no member of the Committee is willing to act as chairman or if no member of the Committee is present within fifteen minutes after the time appointed for holding the meeting, the members of the Company present shall choose one of their number to be chairman of the meeting.

14. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of an adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

15. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

• (a) by the chairman; or
• (b) by at least two Ordinary Members present in person or by proxy; or
• (c) by any Member present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Ordinary members having the right to vote at the meeting.

Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

The demand for a poll may be withdrawn.

16. Except as provided in Article 18, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

17. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

18. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

19. Subject to the provisions of the Act a resolution in writing signed by all the Ordinary members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. Any such resolution in writing may consist of two or more documents in like form each signed by one or more of such Ordinary Members.

VOTES OF ORDINARY MEMBERS

20. Every Ordinary Member shall have one vote.

21. An Ordinary 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 his sub-committee, receiver, curator bonis or other person in the nature of a committee, receiver, or curator bonis appointed by that court, and any such sub-committee, receiver, curator bonis or other person may, on a poll, vote by proxy.

23. On a poll votes may be given either personally or by proxy.

24. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be an Ordinary Member of the Company.

25. 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 the United Kingdom 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 poll, not less than 24 hours before the time appointed for taking of the poll, and in default the instrument of proxy shall not be treated as valid.

26. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

• "Limited
• I/We ..................................................................of ........................................ being an Ordinary Member/Members of the above named Company, hereby appoint ................................................................. of .........................................or failing them ................................................................. 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 ..............................  20.. , and at any adjournment thereof. Signed ........................................... this ..............................day of ............................... 20.. "

27. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

•  
  • "Limited
  • I/We ..................................................................of ........................................ being an Ordinary Member/Members of the above named Company, hereby appoint ................................................................. of .........................................or failing them ................................................................. 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 ..............................  20.. , and at any adjournment thereof. Signed ........................................... this ..............................day of ............................... 20..
  • 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.”

29. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Company at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

30. Any corporation which is a Member of the Company may by resolution of its Council or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company, and the person so authorised shall be entitled to exercise 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.

COMMITTEE OF MANAGEMENT

31. The maximum number of the Members of the Committee shall be determined by the Company in General Meeting, but unless and until so determined there shall be no more than seven members of the Committee. The minimum number of Members of the Committee shall be two.

32. The Committee shall consist initially of the persons appointed on the incorporation of the Company.

33. The Committee shall have power at any time, and from time to time, to appoint any person to be a member of the Committee, either to fill a casual vacancy or as an addition to the existing members of the Committee, but, so that the total number of members of the Committee shall not at any time exceed any maximum number fixed in accordance with these Articles. Such person shall hold office only until the next Annual General Meeting of the Company whereupon he shall retire but shall be eligible for re-election. Any person so retiring shall not count for the purposes of Article 35.4 below.

34. Without prejudice to the powers of the Committee under these Articles the Company in General Meeting may appoint any person to be a member of the Committee either to fill a casual vacancy or as an additional member of the Committee.

35.1 The Members of the Committee shall be paid all reasonable travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Committee or any sub-committee of the Committee or General Meetings of the Company or in connection with the business of the Company.

35.2 Members of the Committee must be either Ordinary Members or the Nominated Representative of an Ordinary Member pursuant to Article 30.

35.3 At the first Annual General Meeting of the Company four members of the Committee (including the Chairman) shall retire from office, and at the next Annual General Meeting three members shall retire from office; and at each subsequent Annual General Meeting alternately four and three members of the Committee shall retire from office.

35.4 The members of the Committee to retire at each Annual General Meeting shall be those three or four (as the case may be) who have been longest in office since their last election or re-election; but as between persons who became members on the same day, those to retire shall (unless they otherwise agree amongst themselves) be determined by law. A retiring member of the Committee shall be eligible for re-election.

35.5 The Ordinary Members of the Association shall (at the meeting at which a Committee member retires as aforesaid) fill the vacated place by electing a person thereto, and in default the retiring member shall, if offering himself for re-election, be deemed to have been re-elected.

BORROWING POWERS

36. The Committee may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.

POWERS AND DUTIES OF THE COMMITTEE

37. The business of the Company shall be managed by the Committee, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in General Meeting, subject nevertheless to the provisions of the Act or these Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in General Meeting; but no regulation made by the Company in General Meeting shall invalidate any prior act of the Committee which would have been valid if that regulation had not been made.

38. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Committee shall from time to time by resolution determine.

39. The Committee shall cause minutes to be made in books provided for the purpose:

• (a) of all appointments of officers by the Committee;
• (b) of the names of the Members of the Committee present at each meeting of the Committee and of any sub-committee of the Committee;
• (c) of all resolutions and proceedings at all meetings of the Company, and of the Committee, and of sub-committees of the Committee.

40. A Member of the Committee shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted.

DISQUALIFICATION OF MEMBERS OF THE COMMITTEE

41. The office of Member of the Council (and of any Committee of the Council) shall be vacated if the member:

• (a) has been convicted of any offence involving dishonesty or deception which is not a spent conviction for the purposes of the Rehabilitation of Offenders Act 1974;
• (b) has been adjudged bankrupt or sequestration of his estate has been awarded and (in either case) he has not been discharged.
• (c) has made a composition or arrangement with, or granted a trust deed for, his creditors and has not been discharged in respect of it;
• (d) is subject to a disqualification order under the Company Directors Disqualification Act 1986 or to an order made under section 429 (2) (b) of the Insolvency Act 1986 (failure to pay under county court administration order);
• (e) resigns his office by notice in writing to the Company;
• (f) is removed as a representative of a Member in accordance with Article 30 unless he is appointed as a representative of another Member within six weeks of such removal;
• (g) the body he represents (in accordance with Article 30) ceases to be a Member of the Company;
• (h) is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest as required by Section 317 of the Act; or
• (i) is requested to resign by a resolution of the Committee passed by a three fourths majority of the Ordinary Members present at a General Meeting of which at least twenty-one days notice in writing indicating the intention to propose such resolution shall have been given.

42. The Company may by ordinary resolution, of which special notice has been given in accordance with Section 379 of the Act, remove any member of the Committee before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such member of the Committee.

PROCEEDINGS OF THE COMMITTEE

43. The Committee may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit but shall meet once at least in every four months. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman shall have a second or casting vote. A Member of the Committee may, and the secretary on the requisition of a member of the Committee shall, at any time summon a meeting of the Committee. It shall not be necessary to give notice of a meeting of the Committee to any Member of the Committee for the time being absent from the United Kingdom provided that where the Member has informed the Secretary of his whereabouts while overseas the Secretary shall endeavour to notify such Member of the Meeting by fax, telephone or letter as the Secretary considers expedient.

44. The quorum, which shall not be less than two, necessary for the transaction of the business of the Committee may be fixed by the Committee, and until so fixed shall be four members of the Committee present in person.

45. The continuing members of the Committee may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of members of the Committee, the continuing member or members of the Committee may act for the purpose of increasing the number of members of the Committee to that number, or of summoning a General Meeting of the Company, but for no other purpose.

46. The Company may select members of the Committee to be chairman and vice chairman of meetings of the Committee and determine the period for which they are to hold office; but, if no such chairman or vice chairman is selected, or if at any meeting the chairman or vice chairman is not present within five minutes after the time appointed for holding the same, the members of the Committee present may choose one of their number to be chairman of the meeting.

47. The Committee may delegate any of their powers to sub-committees consisting of such member or members of their body as they think fit; any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Committee and shall report all acts and proceedings to the Committee as soon as is reasonably practicable.

48. A Sub-committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

49. A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes, the chairman shall have a second or casting vote.

50. All acts done by any meeting of the Committee or of a sub-committee of the Committee, or by any person acting as a Member of the Committee shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Member of the Committee.

51. A resolution in writing, signed by all the Members of the Committee for the time being entitled to receive notice of a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution in writing may consist of two or more documents in like form each signed by one or more of such Members.

52. In addition to its power to establish committees comprising Members of the Committee the Committee may establish advisory sub-committees comprising persons some or all of whom are not Members of the Committee. The Committee may not delegate any of its powers to any such advisory subcommittee which shall act merely in an advisory capacity.

53. Minutes of all proceedings of the Committee shall be open to inspection by any Member upon application to the Secretary.

SECRETARY

54. Subject to the provisions of the Act the secretary shall be appointed by the Ordinary Members at a General Meeting for such term, [at such remuneration] and upon such conditions as they may think fit; and any secretary so appointed may be removed by them. Provided always that no member of the Committee may occupy the salaried position of secretary.

55. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Member of the Committee and the secretary shall not be satisfied by its being done by or to the same person acting both as a Member of the Committee and as, or in place of, the secretary.

56. The Ordinary Members at a General Meeting shall have power to appoint a member of the Committee as a Treasurer and such other Honorary Officers as the Ordinary Members shall decide who shall hold office for such term and upon such conditions as the Ordinary Members may think fit.

ACCOUNTS

57. The Committee shall cause accounting records to be kept in accordance with e provisions of the Act. The accounting records shall be kept at the registered office of the Company or, subject to Sections 222 (1) and 222 (2) of the Act at such other place or places as the Committee thinks fit, and shall always be open to the inspection of the officers of the Company.

58. The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being members of the Committee, and no Member (not being a member of the Committee) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Committee or by the Company in General Meeting.

59. The Committee shall from time to time in accordance with the provisions of the Act, cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections.

60. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in General Meeting, together with a copy of the auditor’s report, and Committee’s report, shall not less than twenty-one days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any debentures.

AUDIT

61. Auditors shall be appointed and their duties regulated in accordance with the relevant provisions of the Act.

NOTICES

62. A notice may be given by the Company to any Member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

63. Notice of every general meeting shall be given in any manner hereinbefore authorised to:

• (a) every Member except those Members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notices to them;
• (b) every person being a legal personal representative or a trustee in bankruptcy of a Member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting; and
• (c) the auditor for the time being of the Company; and
• (d) each member of the Committee.

No other person shall be entitled to receive notices of General Meetings.

INDEMNITY

64. Subject to the provisions of the Act every member of the Council or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability.

Date First Effective: 20 December 1996