What does the article state about trusts in relation to share validity?

The article specifies that trusts are not recognized regarding the validity of appointments for Depositary Shares.

How are rights varied according to the content?

Rights can be varied through a designated method outlined in the article, which includes stipulations on when rights are considered varied.

What are members' rights regarding share certificates?

Members are entitled to receive share certificates as stated in the article, which also addresses the replacement of lost or damaged certificates.

Is there a lien on shares according to the article?

Yes, the article establishes that the company has a lien on shares and outlines the enforcement process for this lien.

What is mentioned about calls on shares?

The article describes the power to make calls on shares, detailing the timing, liability, and interest related to calls.

AstraZeneca PLC Articles of Association Explained - AZN

Full Press Release Details

Trusts not recognised Validity of appointments in respect of Depositary Shares CONTENTS CLAUSE PAGE PRELIMINARY ...............................................................................................2 Table A...................................................................................................2 Definitions..............................................................................................2 Construction...........................................................................................4 SHARE CAPITAL AND LIMITED LIABILITY.......................................................5 Limited liability .....................................................................................5 Rights attaching to Redeemable Preference Shares...............................5 Shares with special rights.......................................................................7 Uncertificated shares..............................................................................7 Not separate class of shares ...................................................................8 Exercise of Company's entitlements in respect of uncertificated shares ................................................................................................................8 Residual allotment powers.....................................................................8 Redeemable shares.................................................................................9 Commissions..........................................................................................9 Trusts not recognised .............................................................................9 VARIATION OF RIGHTS ..................................................................................9 Method of varying rights .......................................................................9 When rights deemed to be varied...........................................................9 SHARE CERTIFICATES..................................................................................10 Members' rights to certificates ............................................................10 Replacement certificates......................................................................10 LIEN............................................................................................................10 Company to have lien on shares ..........................................................10 Enforcement of lien by sale .................................................................11 Giving effect to sale .............................................................................11 Application of proceeds.......................................................................11 CALLS ON SHARES.......................................................................................11 Power to make calls.............................................................................11 Time when call made ...........................................................................11 Liability of joint holders......................................................................11 Interest payable ....................................................................................11 Deemed calls........................................................................................12 Differentiation on calls ........................................................................12 Payment of calls in advance.................................................................12 FORFEITURE AND SURRENDER.....................................................................12 Notice requiring payment of call .........................................................12 Forfeiture for non-compliance .............................................................12 Sale of forfeited shares.........................................................................12 Liability following forfeiture ...............................................................13 Surrender..............................................................................................13 Extinction of rights ..............................................................................13 Evidence of forfeiture or surrender......................................................13 TRANSFER OF SHARES .................................................................................13 Form and execution of transfer of certificated share ...........................13 Transfers of partly paid certificated shares..........................................13 Invalid transfers of certificated shares.................................................14 Transfers by recognised persons..........................................................14 Notice of refusal to register..................................................................14 No fee payable on registration .............................................................14 Retention of transfers...........................................................................14 TRANSMISSION OF SHARES..........................................................................14 Transmission........................................................................................14 Elections permitted ..............................................................................14 Elections required ................................................................................15 Rights of persons entitled by transmission ..........................................15 ALTERATION OF SHARE CAPITAL.................................................................15 New shares subject to these Articles....................................................15 Fractions arising...................................................................................15 GENERAL MEETINGS ...................................................................................15 Annual general meetings.....................................................................15 Class meetings .....................................................................................15 Convening general meetings................................................................16 NOTICE OF GENERAL MEETINGS ..................................................................16 Period of notice ....................................................................................16 Recipients of notice..............................................................................16 Contents of notice: general ..................................................................17 Contents of notice: additional requirements........................................17 Article 32.3 arrangements....................................................................17 General meetings at more than one place and/or by means of electronic facilities................................................................................................17 Interruption or adjournment where facilities inadequate .....................18 Other arrangements for viewing and hearing proceedings..................18 Controlling level of attendance............................................................18 Change in place and/or time of meeting ..............................................18 Accidental omission to send notice etc................................................19 Security arrangements..........................................................................19 PROCEEDINGS AT GENERAL MEETINGS........................................................20 Quorum ................................................................................................20 If quorum not present...........................................................................20 Chair.....................................................................................................20 Directors entitled to speak ...................................................................21 Adjournment: chair's powers...............................................................21 Adjournment: procedures.....................................................................21 Amendments to resolutions..................................................................21 Methods of voting................................................................................22 Declaration of result.............................................................................22 Withdrawal of demand for poll............................................................23 Conduct of poll ....................................................................................23 When poll to be taken ..........................................................................23 Notice of poll .......................................................................................23 Effectiveness of special resolutions.....................................................23 VOTES OF MEMBERS....................................................................................23 Right to vote on a show of hands.........................................................23 Right to vote on a poll..........................................................................23 Votes of joint holders...........................................................................24 Member under incapacity ....................................................................24 Calls in arrears .....................................................................................24 Section 793 of the Act: restrictions if in default..................................24 Copy of notice to interested persons....................................................25 Service on Approved Depositaries.......................................................25 Obligations of Approved Depositaries.................................................25 When restrictions cease to have effect.................................................25 Board may cancel restrictions.............................................................25 Conversion of uncertificated shares.....................................................25 Supplementary provisions....................................................................26 Section 794 of the Act..........................................................................26 Errors in voting ....................................................................................26 Objection to voting ..............................................................................26 Voting: additional provisions...............................................................26 PROXIES AND CORPORATE REPRESENTATIVES.............................................27 Appointment of proxy: form................................................................27 Execution of proxy...............................................................................27 Proxies: other provisions.....................................................................27 Delivery/receipt of proxy appointment................................................27 Authentication of proxy appointment not made by holder..................28 Validity of proxy appointment.............................................................28 Rights of proxy ....................................................................................29 Votes by proxy.....................................................................................29 Corporate representatives.....................................................................29 Revocation of authority........................................................................29 NUMBER OF DIRECTORS ..............................................................................30 Limits on number of directors..............................................................30 APPOINTMENT AND RETIREMENT OF DIRECTORS.........................................30 Number of directors to retire................................................................30 Appointment of directors.....................................................................30 Separate resolutions on appointment ...................................................30 Eligibility for election..........................................................................30 Additional powers of the Company .....................................................31 Appointment by board .........................................................................31 ALTERNATE DIRECTORS..............................................................................31 Power to appoint alternates..................................................................31 Alternates entitled to receive notice.....................................................31 Alternates representing more than one director...................................31 Expenses and remuneration of alternates.............................................31 Termination of appointment ................................................................32 Method of appointment and revocation ...............................................32 Alternate not an agent of appointer......................................................32 POWERS OF THE BOARD...............................................................................32 Business to be managed by board........................................................32 Exercise by Company of voting rights.................................................32 DELEGATION OF POWERS OF THE BOARD.....................................................33 Committees of the board......................................................................33 Local boards, etc. .................................................................................33 Agents..................................................................................................33 Offices including the title director ....................................................34 BORROWING POWERS .................................................................................34 Power to borrow...................................................................................34 DISQUALIFICATION AND REMOVAL OF DIRECTORS......................................34 Disqualification as a director ...............................................................34 Power of Company to remove director................................................35 NON-EXECUTIVE DIRECTORS.......................................................................35 Ordinary remuneration.........................................................................35 Additional remuneration ......................................................................35 DIRECTORS' EXPENSES................................................................................35 Directors may be paid expenses...........................................................35 EXECUTIVE DIRECTORS...............................................................................35 Appointment to executive office..........................................................35 Termination of appointment to executive office..................................36 Emoluments to be determined by the board ........................................36 DIRECTORS' INTERESTS ..............................................................................36 Authorisation under s175 of the Act....................................................36 Director may contract with the Company and hold other offices etc .36 Remuneration, benefits etc...................................................................37 Notification of interests........................................................................37 Duty of confidentiality to another person ............................................37 Consequences of authorisation ............................................................38 Without prejudice to equitable principles or rule of law .....................38 GRATUITIES, PENSIONS AND INSURANCE.....................................................38 Gratuities and pensions........................................................................38 Insurance ..............................................................................................38 Directors not liable to account .............................................................39 Section 247 of the Act.........................................................................39 PROCEEDINGS OF THE BOARD......................................................................39 Convening meetings.............................................................................39 Quorum ................................................................................................40 Powers of directors if number falls below minimum...........................40 Chair and deputy chair.........................................................................40 Validity of acts of the board.................................................................40 Resolutions in writing..........................................................................40 Meetings by telephone etc. ..................................................................41 Directors' power to vote on contracts in which they are interested.....41 Interests of alternative directors...........................................................42 Suspension or relaxation of voting prohibition by ordinary resolution ..............................................................................................................42 Division of proposals...........................................................................42 Decision of chair final and conclusive.................................................42 SECRETARY.................................................................................................42 Appointment and removal of secretary................................................42 MINUTES.....................................................................................................43 Minutes required to be kept .................................................................43 Conclusiveness of minutes...................................................................43 THE SEAL ....................................................................................................43 Authority required for execution of deed.............................................43 Certificates for shares and debentures .................................................43 REGISTERS ..................................................................................................43 Overseas and local registers.................................................................43 Authentication and certification of copies and extracts.......................43 DIVIDENDS..................................................................................................44 Declaration of dividends......................................................................44 Interim dividends.................................................................................44 Declaration and payment in different currencies.................................44 Apportionment of dividends................................................................44 Dividends in specie ..............................................................................45 Dividends in specie cont. .....................................................................45 Scrip dividends: authorising resolution ...............................................45 Scrip dividends: procedures.................................................................45 Permitted deductions and retentions....................................................47 Methods of payment to holders and others entitled.............................47 Election if more than one payment method available..........................47 Notification if one payment method available.....................................47 Failure to nominate an account............................................................47 Entitlement by transmission.................................................................48 Joint entitlement...................................................................................48 Payment by post...................................................................................48 Discharge to Company and risk...........................................................48 Interest not payable ..............................................................................48 Treatment of unclaimed dividends or amounts treated as unclaimed..49 CAPITALISATION OF PROFITS AND RESERVES ..............................................49 Power to capitalise ...............................................................................49 RECORD DATES ...........................................................................................50 Record dates for dividends etc.............................................................50 ACCOUNTS..................................................................................................51 Rights to inspect records......................................................................51 Sending of annual accounts .................................................................51 Strategic report and supplementary material .......................................51 NOTICES......................................................................................................51 When notice required to be in writing .................................................51 Methods of Company sending notice ..................................................51 Methods of member etc. sending notice ..............................................52 Notice to joint holders..........................................................................52 Deemed receipt of notice .....................................................................52 Terms and conditions for electronic communications.........................52 Notice to persons entitled by transmission ..........................................52 Transferees etc. bound by prior notice.................................................53 Proof of sending/when notices etc. deemed sent by post.....................53 Uncontactable shareholders.................................................................53 When notices etc. deemed sent by hand ..............................................53 When notices etc. deemed sent by electronic means...........................53 When notices etc. deemed sent by website..........................................54 Notice during disruption of services postal .........................................54 Notice during a technical failure..........................................................54 DESTRUCTION OF DOCUMENTS....................................................................55 Power of Company to destroy documents...........................................55 Presumption in relation to destroyed documents.................................55 UNTRACED SHAREHOLDERS........................................................................56 Power to dispose of shares of untraced shareholders...........................56 Transfer on sale....................................................................................56 Effectiveness of transfer ......................................................................56 Proceeds of sale....................................................................................57 WINDING UP................................................................................................57 Liquidator may distribute in specie......................................................57 Disposal of assets by liquidator ...........................................................57 INDEMNITY .................................................................................................57 Indemnity to directors and officers......................................................57 APPROVED DEPOSITARIES...........................................................................57 Appointment of proxies by Approved Depositaries ............................57 Register of Appointed Proxies.............................................................58 Rights of Appointed Proxies................................................................58 Notices to Appointed Proxies ..............................................................58 Payment of dividends to Appointed Proxies........................................58 Approved Depositary Record Date......................................................58 Trusts not recognised ...........................................................................59 Validity of appointments in respect of Depositary Shares...................59

If any question shall arise as to whether any particular person or persons has or have been validly appointed to vote (or exercise any other right) in respect of any Depositary Shares (whether by reason of the aggregate number of shares in respect of which appointments are recorded in the Proxy Register exceeding the aggregate number of Depositary Shares or for any other reason) such question shall, if arising at or in relation to a general meeting, be determined by the chair of the meeting and, if arising in any other circumstances, be determined by the directors whose determination (which may include declining to recognise a particular appointment or appointments as valid) shall if made in good faith be conclusive and binding on all persons interested.

Except as required by law, no Appointed Proxy shall be recognised by the Company as holding any interest in shares upon any trust and subject to the recognition of the rights conferred in relation to general meetings by appointments made by Appointed Proxies pursuant to Article 141(b) the Company shall be entitled to treat any person entered in the Proxy Register as an Appointed Proxy as the only person (other than the Approved Depositary) who has any interest in the share in respect of which the Appointed Proxy has been appointed. 146.

(b) When an Approved Depositary Record Date is determined for a particular purpose: (i) the number of Depositary Shares in respect of which a person entered in the Proxy Register as an Appointed Proxy is to be treated as having been appointed for that purpose shall be the number appearing against their name in the Proxy Register as at the close of business on the Approved Depositary Record Date; and (ii) changes to entries in the Proxy Register after the close of business on the Approved Depositary Record Date shall be disregarded in determining the entitlement of any person for the purpose concerned. 145.

(a) For the purposes of determining which persons are entitled as Appointed Proxies: (i) to exercise the rights conferred by Article 141; Register of Appointed Proxies Rights of Appointed Proxies Notices to Appointed Proxies Payment of dividends to Appointed Proxies Approved Depositary Record Date Page 59 (ii) to receive documents sent pursuant to Article 142; and (iii) to be paid dividends pursuant to Article 143, and the number of Depositary Shares in respect of which a person is to be treated as having been appointed as an Appointed Proxy for such purpose, the Approved Depositary may determine that the Appointed Proxies who are so entitled shall be the persons entered in the Proxy Register at the close of business on a date (an Approved Depositary Record Date) determined by the Approved Depositary in consultation with the Company.

The Company may send to the Appointed Proxies as appearing in the Proxy Register at their addresses as shown in the Proxy Register all notices and other documents or information which are sent to the holders of shares. 143. The Company may pay to an Appointed Proxy at the Appointed Proxy's address as shown in the Proxy Register all dividends payable on the shares in respect of which the Appointed Proxy has been appointed as Appointed Proxy, and payment of any such dividend shall be a good discharge to the Company of its obligation to make payment to the Approved Depositary in respect of the shares concerned. 144.

The Proxy Register shall be open to inspection by any person authorised by the Company during usual business hours and the Approved Depositary shall furnish to the Company or its agents upon demand all such information as to the contents of the Proxy Register, or any part of it, as may be requested. 141. Subject to the Companies Acts and to the provisions of these Articles, and so long as the Depositary Shares shall be of a sufficient number so as to include their Appointed Number, an Appointed Proxy: (a) shall upon production to the Company at a general meeting of written evidence of the Appointed Proxy's appointment (which shall be in such form as the Company and the Approved Depositary shall determine from time to time) be entitled to the same rights, and subject to the same restrictions, in relation to the Appointed Proxy's Appointed Number of the Depositary Shares as though such shares were registered in the name of the Appointed Proxy and, in relation to the Appointed Proxy's appointment as an Appointed Proxy, as though the Appointed Proxy were a person appointed as proxy in accordance with these Articles; and (b) shall be entitled, in accordance with Articles 57 and 58, to appoint another person as their proxy in relation to their Appointed Number of Depositary Shares, so that the provisions of these Articles shall apply in the same way in relation to a person appointed pursuant to this Article as though such shares were registered in the name of the Appointed Proxy. 142.

The Approved Depositary shall maintain a register or system(s) (the Proxy Register) in which shall be recorded the names and addresses and such other details as the directors may determine of each person who is for the time being so appointed as a proxy pursuant to Article 139 (an Appointed Proxy) and the number of Depositary Shares (his Appointed Number) in respect of which such appointment for the time being subsists.

APPROVED DEPOSITARIES 139. An Approved Depositary may appoint as its proxy or proxies such person or persons as it thinks fit and may determine the method by which, and the terms on which, such appointments are made, save that each such appointment shall specify the number of shares in respect of which the appointment is made and the aggregate number of shares in respect of which appointments subsist at any one time shall not exceed the aggregate number of shares (such aggregate number of shares, the Depositary Shares) Proceeds of sale Liquidator may distribute in specie Disposal of assets by liquidator Indemnity to directors and officers Appointment of proxies by Approved Depositaries Page 58 which for the time being shall be registered in the name of the Approved Depositary or its nominee. 140.

The power of sale of a liquidator shall include a power to sell wholly or partially for shares or debentures or other obligations of another body corporate, either then already constituted or about to be constituted for the purpose of carrying out the sale. INDEMNITY 138. Subject to the provisions of the Companies Acts, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) shall be indemnified out of the assets of the Company against any liability incurred by such director or other officer for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided that this Article shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article, or any element of it, to be treated as void under the Act or otherwise under the Companies Acts.

The Company shall not be obliged to account to the former member or other person previously entitled for an amount equal to the proceeds. The Company shall be entitled to use the proceeds in any way the board may from time to time think fit. WINDING UP 136. If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Insolvency Act 1986: (a) divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members; (b) vest the whole or any part of the assets in trustees for the benefit of the members; and (c) determine the scope and terms of those trusts, but no member shall be compelled to accept any asset on which there is a liability. 137.

An exercise by the Company of its powers in accordance with Article 135.3(b) shall be as effective as if exercised by the registered holder of or person entitled by transmission to the shares. The transferee shall not be bound to see to the application of the purchase money, and the transferee's title to the Power to dispose of shares of untraced shareholders Power to sell other shares Transfer on sale Effectiveness of transfer Page 57 shares shall not be affected by any irregularity in, or invalidity of, the proceedings in reference to the sale. 135.5 The net proceeds of sale shall belong to the Company.

UNTRACED SHAREHOLDERS 135.1 The Company shall be entitled to sell all or any of the shares of a member or the shares to which a person is entitled by transmission if: (a) there has been a period of 12 years during which at least three dividends in respect of the shares in question (or any shares from which those shares have been derived) have become payable but no dividend has been claimed (the relevant period); (b) the Company has made reasonable enquiries to establish the address of the member or person entitled; (c) the company has sent a notice (a sale notice) stating that it intends to sell the shares to the last known address of the member or person entitled; and (d) during the relevant period and the period of three months following the date on which the sale notice is deemed to have been received by the member or person entitled the Company has received no indication either of the whereabouts or of the existence of such member or person. 135.2 If the Company is entitled to sell any share pursuant to Article 135.1, it shall be entitled to sell any additional share issued at any time to the holder or person entitled in right of that share (or in right of any such share). 135.3 A sale pursuant to Article 135.1 or 135.2 may be made at such time and price and on such terms as the board may determine and to give effect to any such sale, the board may: (a) where the shares are held in certificated form, authorise any person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the buyer; or (b) where the shares are held in uncertificated form, do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer. 135.4 An instrument of transfer executed by that person in accordance with Article 135.3(a) shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares.

In any such case, the Company shall send confirmatory copies of the notice in electronic form to those members (and other persons entitled thereto) affected by the general technical failure, if at least seven days before the meeting the sending of notices in electronic form again becomes practicable. When notices etc. deemed sent by website Notice during disruption of services postal Notice during a technical failure Page 55 DESTRUCTION OF DOCUMENTS 134.1 The Company shall be entitled to destroy: (a) all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entry is made in the register, at any time after the expiration of six years from the date of registration; (b) all dividend mandates, variations or cancellations of dividend mandates, and notifications of change of address at any time after the expiration of two years from the date of recording; (c) all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation; (d) all paid dividend warrants, cheques and similar financial instruments at any time after the expiration of one year from the date of actual payment; (e) all proxy appointments which have been used for the purpose of a poll at any time after the expiration of one year from the date of use; and (f) all proxy appointments which have not been used for the purpose of a poll at any time after one month from the end of the meeting to which the proxy appointment relates and at which no poll was demanded. 134.2 It shall conclusively be presumed in favour of the Company that: (a) every entry in the register purporting to have been made on the basis of an instrument of transfer or other document destroyed in accordance with Article 134.1 was duly and properly made; (b) every instrument of transfer destroyed in accordance with Article 134.1 was a valid and effective instrument duly and properly registered; (c) every share certificate destroyed in accordance with Article 134.1 was a valid and effective certificate duly and properly cancelled; and (d) every other document destroyed in accordance with Article 134.1 was a valid and effective document in accordance with its recorded particulars in the books or records of the Company, but: (e) the provisions of this Article and Article 134.1 apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties) to which the document might be relevant; (f) nothing in this Article or Article 134.1 shall be construed as imposing on the Company any liability in respect of the destruction of any document earlier than the time specified in Article 134.1 or in any other circumstances which Power of Company to destroy documents Presumption in relation to destroyed documents Page 56 would not attach to the Company in the absence of this Article or Article 134.1; and (g) any reference in this Article or Article 134.1 to the destruction of any document includes a reference to its disposal in any manner.

In any such case, the Company shall send confirmatory copies of the notice by post to those members (and other persons entitled thereto) affected by the suspension or curtailment of postal services, if at least seven days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable. 133.2 Subject to the Companies Acts, if at any time the Company is unable effectively to convene a general meeting by notices sent by electronic communication as a result of general technical failure, notice of a general meeting shall nonetheless be deemed to have been duly given to all the members and other persons entitled thereto if published by means of a notice on its Company's website or an announcement to a regulatory information service and such notice shall be deemed to have been duly served on all members and other persons entitled to have notice of meetings sent to them at the time at which the notice appears on the Company's website or the announcement is published via a regulatory information service.

Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member. 133.1 Subject to the Companies Acts, if at any time the Company is unable effectively to convene a general meeting by notices sent through the post by reason of the suspension or curtailment of postal services within the United Kingdom, notice of a general meeting shall nonetheless be deemed to have been duly given to all the members and other persons entitled thereto if published by means of a notice on the Company's website or an announcement to a regulatory information service and such notice shall be deemed to have been sent to all members and other persons entitled to have notice of meetings sent to them at the time at which the notice appears on the Company's website or the announcement is published via a regulatory information service.

A document or information sent or supplied by the Company to a member in electronic form shall be deemed to have been received by the member on the day following that on which the document or information was sent to the member. Transferees etc. bound by prior notice Proof of sending/when notices etc. deemed sent by post Uncontactable shareholders When notices etc. deemed sent by hand When notices etc. deemed sent by electronic means Page 54 Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member. 132.5 A document or information sent or supplied by the Company to a member by means of a website shall be deemed to have been received by the member: (a) when the document or information was first made available on the website; or (b) if later, when the member is deemed by Article 132.1, 132.3 or 132.4 to have received notice of the fact that the document or information was available on the website.

Without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting. A member to whom this Article applies shall become entitled to receive such documents or information when that member has given the Company an address to which they may be sent or supplied. 132.3 A document or information sent by the Company to a member by hand shall be deemed to have been received by the member when it is handed to the member or left at the member's registered address or an address notified to the Company in accordance with Article 129.4. 132.4 Proof that a document or information sent or supplied by electronic means was properly addressed shall be conclusive evidence that the document or information was sent or supplied.

Proof that a document or information was properly addressed, pre-paid and posted shall be conclusive evidence that the document or information was sent or supplied. 132.2 A member shall not be entitled to receive any document or information that is required or authorised to be sent or supplied to the member by the Company by a provision of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject if documents or information sent or supplied to that member by post in accordance with the Articles have been returned undelivered to the Company: (a) on at least two consecutive occasions; or (b) on one occasion and reasonable enquiries have failed to establish the member's address.

Until such an address has been supplied, a document or information may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred. 131. Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before that person's name is entered in the register, has been sent to a person from whom that person derives their title, provided that no person who becomes entitled by transmission to a share shall be bound by any direction notice sent under Article 52.1 to a person from whom they derive their title. 132.1 Where a document or information is sent or supplied by post (including by airmail), service or delivery shall be deemed to be received at the expiration of 48 hours after the time when the cover containing the same is posted and proof that such cover was properly addressed, stamped and posted shall be conclusive evidence that the document or information was sent.

A document or information may be sent or supplied by the Company to the person or persons entitled by transmission to a share by sending it in any manner the Company may choose authorised by these Articles for the sending of a document or information to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address Methods of member etc. sending notice Notice to joint holders Registered address outside UK Deemed receipt of notice Terms and conditions for electronic communications Notice to persons entitled by transmission Page 53 (if any) in the United Kingdom as may be supplied for that purpose by, or on behalf of, the person or persons claiming to be so entitled.

Unless otherwise provided by these Articles or required by the board, such document or information shall be authenticated in the manner specified by the Companies Acts for authentication of a document or information sent in the relevant form. 129.3 In the case of joint holders of a share, any document or information shall be sent to the joint holder whose name stands first in the register in respect of the joint holding and any document or information so sent shall be deemed for all purposes sent to all the joint holders. 129.4 A member whose registered address is not within the United Kingdom who sends to the Company an address within the United Kingdom at which a document or information may be sent to the member shall be entitled to have the document or information sent to the member at that address (provided that, in the case of a document or information sent by electronic means, including without limitation any notification required by the Companies Acts that the document or information is available on a website, the Company so agrees, which agreement the Company shall be entitled to withhold in its absolute discretion including, without limitation, in circumstances in which the Company considers that the sending of the document or information to such address using electronic means would or might infringe the laws of any other jurisdiction) but otherwise no such member shall be entitled to receive any document or information from the Company. 129.5 A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called. 129.6 The board may from time to time issue, endorse or adopt terms and conditions relating to the use of electronic means for the sending of notices, other documents and proxy appointments by the Company to members or persons entitled by transmission and by members or persons entitled by transmission to the Company. 130.

Rights to inspect records Sending of annual accounts Strategic report and supplementary material When notice required to be in writing Methods of Company sending notice Page 52 129.2 Subject to Article 128 and unless otherwise provided by these Articles, a member or a person entitled by transmission to a share shall send a document or information pursuant to these Articles to the Company in such form and by such means as it may in its absolute discretion determine provided that: (a) the determined form and means are permitted by the Companies Acts for the purpose of sending or supplying a document or information of that type to a company pursuant to a provision of the Companies Acts; and (b) unless the board otherwise permits, any applicable condition or limitation specified in the Companies Acts including, without limitation, as to the address to which the document or information may be sent, is satisfied.

NOTICES 128. Any notice to be sent to or by any person pursuant to these Articles (other than a notice calling a meeting of the board) shall be in writing. 129.1 Subject to Article 128 and unless otherwise provided by these Articles, the Company shall send or supply a document or information that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject in such form and by such means as it may in its absolute discretion determine provided that the provisions of the Act which apply to sending or supplying a document or information required or authorised to be sent or supplied by the Companies Acts shall, the necessary changes having been made, also apply to sending or supplying any document or information required or authorised to be sent by these Articles or any other rules or regulations to which the Company may be subject.

A copy need not be sent to a person for whom the Company does not have a current address. 127. Subject to the Companies Acts, the requirements of Article 126 shall be deemed satisfied in relation to any person by sending to the person, instead of such copies, a strategic report with supplementary material, which shall be in the form and containing the information prescribed by the Companies Acts and any regulations made under the Companies Acts.

ACCOUNTS 125. No member shall (as such) have any right to inspect any accounting records or other book or document of the Company except as conferred by statute or authorised by the board or by ordinary resolution of the Company or order of a court of competent jurisdiction. 126. Subject to the Companies Acts, a copy of the Company's annual accounts and reports for that financial year shall, at least 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the provisions of the Companies Acts, be sent to every member and to every holder of the Company's debentures of whose address the Company is aware, and to every other person who is entitled to receive notice of meetings from the Company under the provisions of the Companies Acts or of these Articles or, in the case of joint holders of any share or debenture, to one of the joint holders.

Page 51 the time specified by virtue of this Article shall be disregarded in determining the rights of any person to attend or vote at the meeting; and (c) for the purpose of sending notices of general meetings of the Company, or separate general meetings of the holders of any class of shares in the capital of the Company, under these Articles, determine that persons entitled to receive such notices are those persons entered on the register at the close of business on a day determined by the Company or the board, which day may not be more than 21 days before the day that notices of the meeting are sent.

RECORD DATES 124. Notwithstanding any other provision of these Articles, the Company or the board may: (a) fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made; (b) for the purpose of determining which persons are entitled to attend and vote at a general meeting of the Company, or a separate general meeting of the holders of any class of shares in the capital of the Company, and how many votes such persons may cast, specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (which shall, if the board so specifies, be calculated taking no account of any part of a day that is not a working day), by which a person must be entered on the register in order to have the right to attend or vote at the meeting; changes to the register after Record dates for dividends etc.

CAPITALISATION OF PROFITS AND RESERVES 123. The board may with the authority of an ordinary resolution of the Company: (a) subject to the provisions of this Article, resolve to capitalise any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or other fund including without limitation the Company's share premium account and capital redemption reserve, if any; (b) appropriate the sum resolved to be capitalised to the members or any class of members on the record date specified in the relevant resolution who would have been entitled to it if it were distributed by way of dividend and in the same proportions; (c) apply that sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full shares, debentures or other obligations of the Company of a nominal amount equal to that sum but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up shares to be allotted to members credited as fully paid; (d) allot the shares, debentures or other obligations credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; Treatment of unclaimed dividends or amounts treated as unclaimed Power to capitalise Page 50 (e) where shares or debentures become, or would otherwise become, distributable under this Article in fractions, make such provision as they think fit for any fractional entitlements including without limitation authorising their sale and transfer to any person, resolving that the distribution be made as nearly as practicable in the correct proportion but not exactly so, ignoring fractions altogether or resolving that cash payments be made to any members in order to adjust the rights of all parties; (f) authorise any person to enter into an agreement with the Company on behalf of all the members concerned providing for either: (i) the allotment to the members respectively, credited as fully paid, of any shares, debentures or other obligations to which they are entitled on the capitalisation; or (ii) the payment up by the Company on behalf of the members of the amounts, or any part of the amounts, remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised, and any agreement made under that authority shall be binding on all such members; (g) generally do all acts and things required to give effect to the ordinary resolution; and (h) for the purposes of this Article, unless the relevant resolution provides otherwise, if the Company holds treasury shares of the relevant class at the record date specified in the relevant resolution, it shall be treated as if it were entitled to receive the dividends in respect of those treasury shares which would have been payable if those treasury shares had been held by a person other than the Company.

The entitlement conferred on the Company by this Article in respect of any holder shall cease if the holder claims a dividend or cashes a dividend warrant, cheque or similar financial instrument. Any dividend, or any amount treated as an unclaimed dividend pursuant to Article 119.4, or any other moneys payable in respect of a share shall be forfeited and cease to remain owning by the Company if: (a) the dividend, amount or moneys has or have remained unclaimed for 12 years from the date when it or they became due for payment and the board so resolves; or (b) the share in respect of which the dividend, amount or other moneys is or are payable is sold pursuant to Article 135.1 or 135.2, whichever is the first to occur.

Such payment shall not constitute the Company a trustee in respect of it. The Company shall be entitled to cease sending dividend warrants, cheques and similar financial instruments by post or otherwise to a holder if those instruments have been returned undelivered, or left uncashed by, that holder on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the holder's new address.

No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share. Entitlement by transmission Joint entitlement Payment by post Discharge to Company and risk Interest not payable Page 49 122. The amount of any unclaimed dividend, or any amount treated as an unclaimed dividend pursuant to Article 119.4, or other moneys payable in respect of a share that are unclaimed, may (but need not) be paid by the Company into an account separate from the Company's own account.

Every cheque or warrant or similar financial instrument sent, or transfer of funds or payment made, in accordance with these Articles shall be at the risk of the holder or person entitled. The Company shall have no responsibility for any sums lost or delayed in the course of payment by any method used by the Company in accordance with Article 119.1. 121.

Payment of a cheque or warrant or similar financial instrument by the bank on which it was drawn, or the transfer of funds by the bank instructed to make the transfer, or payment by electronic means or by any other means approved by the board directly to an account (of a type approved by the board), or, in respect of an uncertificated share, the making of payment in accordance with the facilities and requirements of the relevant system (which, if the relevant system is CREST, may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders or, if permitted by the Company, of such person as the holder or joint holders may in writing direct) shall be a good discharge to the Company.

Different methods of payment may apply to different holders or groups of holders. Without limiting any other method of payment that the board may decide, the board may decide that payment shall be made wholly or partly: (a) by inter-bank transfer or by electronic means or by any other means to an account (of a type approved by the board) nominated by the holder in writing or in such other manner as the board may decide; (b) in respect of an uncertificated share, by means of the relevant system (subject to the facilities and requirements of the relevant system); or (c) by cheque or warrant or any similar financial instrument made payable to or to the order of the holder. 119.2 If the board decides in accordance with Article 119.1 that more than one method of payment of a dividend or other moneys payable in respect of a share may be used to pay any holder or group of holders, the Company may notify the relevant holders: (a) of the methods of payment decided by the board; and (b) that the holders may nominate one of these methods of payment in writing or in such other manner as the board may decide; and if any holder does not nominate a method of payment pursuant to paragraph (b) of this Article, the dividend or other moneys may be paid by such method as the board may decide. 119.3 If the board decides in accordance with Article 119.1 that only one method of payment of a dividend or other moneys payable in respect of a share may be used to pay any holder or group of holders, the Company may notify the relevant holders accordingly. 119.4 If the board decides that a payment of a dividend or other moneys payable in respect of a share to any holder or group of holders shall be made to an account (of a type approved by the board) nominated by the holder, but any holder does not nominate such an account, or does not provide the details necessary to enable the Company to make a payment to the nominated account, or a payment to the nominated account is Permitted deductions and retentions Methods of payment to holders and others entitled Election if more than one payment method available Notification if one payment method available Failure to nominate an account Page 48 rejected or refunded, the Company shall treat the payment as an unclaimed dividend and Article 122 shall apply. 119.5 Without prejudice to Article 118, if a person is entitled by transmission to a share, the Company may, for the purposes of Articles 119.1, 119.2 and 119.4, rely in relation to the share on that person's written direction, designation or agreement, or notice to the Company. 119.6 If two or more persons are registered as joint holders of any share, or are entitled by transmission jointly to a share, the Company may (without prejudice to Article 118): (a) pay any dividend or other moneys payable in respect of the share to any one of them and any one of them may give effectual receipt for that payment; and (b) for the purposes of Articles 119.1, 119.2 and 119.4, rely in relation to the share on the written direction, designation or agreement of, or notice to the Company by, any one of them. 119.7 A cheque or warrant or any similar financial instrument may be sent by post: (a) if a share is held by a sole holder, to the registered address of the holder of the share; or (b) if two or more persons are the holders, to the registered address of the person who is first named in the register; or (c) without prejudice to Article 118, if a person is entitled by transmission to the share, as if it were a notice to be sent under Article 130; or (d) in any case, to such person and to such address as the person entitled to payment may direct by notice to the Company. 120.

If a person is entitled by transmission to a share, the board may retain any dividend payable in respect of that share until that person (or that person's transferee) becomes the holder of that share. 119.1 Any dividend or other moneys payable in respect of a share may be paid (whether in sterling or foreign currency) by such method or combination of methods as the board, in its absolute discretion, may decide.

Any agreement made under such authority shall be effective and binding on all concerned. Page 47 (j) The board may, at its discretion, amend, suspend or terminate any offer pursuant to this Article. 118. The board may deduct from any dividend or other moneys payable to any member in respect of a share any moneys presently payable by the member to the Company in respect of that share.

(i) The board may do all acts and things it considers necessary or expedient to give effect to the allotment and issue of any share pursuant to this Article or otherwise in connection with any offer made pursuant to this Article and may authorise any person, acting on behalf of the holders concerned, to enter into an agreement with the Company providing for such allotment or issue and incidental matters.

(g) The new shares when allotted shall rank equally in all respects with the fully paid shares of the same class then in issue except that they shall not be entitled to participate in the relevant dividend. (h) No fraction of a share shall be allotted. The board may make such provision as it thinks fit for any fractional entitlements including, without limitation, payment in cash to holders in respect of their fractional entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by the Company or to or by, or on behalf of, any holder or the application of any accrual, retention or accumulation to the allotment of fully paid shares to any holder.

For that purpose the board shall appropriate out of any amount for the time being standing to the credit of any reserve or fund (including, without limitation, the profit and loss account), whether or not it is available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to each holder of elected shares as is arrived at on the basis stated in Article 117.2(b).

(f) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on shares in respect of which an election has been made (the elected shares) and instead such number of new shares shall be allotted to each holder of elected shares as is arrived at on the basis stated in Article 117.2(b).

(d) The board shall not proceed with any election unless the board has sufficient authority to allot shares and sufficient reserves or funds that may be appropriated to give effect to it after the basis of allotment is determined. (e) The board may exclude from any offer any holders of shares where the board believes the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.

If, after determining the basis of allotment, the board decides to proceed with the offer, it shall notify the holders of shares of the terms and conditions of the right of election offered to them, specifying the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be delivered in order to be effective.

A certificate or report by the auditors as to the value of a new share in respect of any dividend shall be conclusive evidence of that value. Dividends in specie Dividends in specie cont. Scrip dividends: authorising resolution Scrip dividends: procedures Page 46 (c) On or as soon as practicable after announcing that any dividend is to be declared or recommended, the board, if it intends to offer an election in respect of that dividend, shall also announce that intention.

(b) Each holder of shares shall be entitled to that number of new shares as are together as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo (each a new share). For this purpose, the value of each new share shall be: (i) equal to the average quotation for the Company's ordinary shares, that is, the average of the middle market quotations for those shares on the London Stock Exchange plc, as derived from the Daily Official List, on the day on which such shares are first quoted ex the relevant dividend and the four subsequent dealing days; or (ii) calculated in any other manner specified by the Resolution, but shall never be less than the par value of the new share.

The offer shall be on the terms and conditions and be made in the manner specified in Article 117.2 or, subject to those provisions, specified in the Resolution. 117.2 The following provisions shall apply to the Resolution and any offer made pursuant to it and Article 117.1. (a) The Resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period.

The board may make any arrangements it thinks fit to settle any difficulty arising in connection with the distribution including, without limitation, any of the arrangements referred to in Article 116.1. 117.1 The board may, if authorised by an ordinary resolution of the Company (the Resolution), offer any holder of shares the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of all or any dividend specified by the Resolution.

The board may make any arrangements it thinks fit to settle any difficulty arising in connection with the distribution including, without limitation: (a) the fixing of the value for distribution of any assets; (b) the payment of cash to any member on the basis of that value in order to adjust the rights of members; and (c) the vesting of any asset in a trustee. 116.2 In respect of any interim dividend declared by the board pursuant to Article 114, the board may, if authorised by an ordinary resolution of the Company, determine that such interim dividend shall be satisfied wholly or partly by the distribution of assets including, without limitation, paid up shares or debentures of another body corporate.

All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is allotted or issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly. Declaration of dividends Interim dividends Declaration and payment in different currencies Apportionment of dividends Page 45 116.1 A general meeting declaring a dividend may, on the recommendation of the board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets including, without limitation, paid up shares or debentures of another body corporate.

If the board acts in good faith it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights. 115.1 Dividends may be declared and paid in any currency or currencies that the board shall determine. The board may also determine the exchange rate and the relevant date for determining the value of the dividend in any currency. 115.2 Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid; but no amount paid on a share in advance of the date on which a call is payable shall be treated for the purpose of this Article as paid on the share.

If the share capital is divided into different classes, the board may: (a) pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear; and (b) pay at intervals settled by it any dividend payable at a fixed rate if it appears to the board that the profits available for distribution justify the payment.

DIVIDENDS 113. Subject to the provisions of the Companies Acts, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the board. 114. Subject to the provisions of the Companies Acts, the board may pay interim dividends if it appears to the board that they are justified by the profits of the Company available for distribution.

If certified in this way, a document purporting to be a copy of a resolution, or the minutes or an extract from the minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the board or a committee of the board, whether in hard copy form or electronic form, shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.

REGISTERS 111. Subject to the provisions of the Companies Acts and the Regulations, the Company may keep an overseas or local or other register in any place, and the board may make, amend and revoke any regulations it thinks fit about the keeping of that register. 112. Any director or the secretary or any other person appointed by the board for the purpose shall have power to authenticate and certify as true copies of and extracts from: (a) any document comprising or affecting the constitution of the Company, whether in hard copy form or electronic form; (b) any resolution passed by the Company, the holders of any class of shares in the capital of the Company, the board or any committee of the board, whether in hard copy form or electronic form; and Minutes required to be kept Conclusiveness of minutes Authority required for execution of deed Certificates for shares and debentures Overseas and local registers Authentication and certification of copies and extracts Page 44 (c) any book, record and document relating to the business of the Company, whether in hard copy form or electronic form (including, without limitation, the accounts).

A document executed, with the authority of a resolution of the board, in any manner permitted by section 44(2) of the Act and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the seal. 110. The board may by resolution determine either generally or in any particular case that any certificate for shares or debentures or representing any other form of security may have any attestation affixed to it by some mechanical or electronic means, or printed on it or, in the case of a certificate executed under the seal, need not bear any attestation.

THE SEAL 109. The seal shall only be used by the authority of a resolution of the board. The board may determine who shall attest any document executed under the seal. If they do not, it shall be attested by at least one director and the secretary or by at least two directors. Any document may be executed under the seal by impressing the seal by mechanical means or by printing the seal or a facsimile of it on the document or by applying the seal or a facsimile of it by any other means to the document.

Any secretary so appointed may be removed by the board, but without prejudice to any claim for damages for breach of any contract of service between the secretary and the Company. Interests of alternative directors Suspension or relaxation of voting prohibition by ordinary resolution Division of proposals Decision of chair final and conclusive Appointment and removal of secretary Page 43 MINUTES 108.1 The board shall cause minutes to be recorded for the purpose of: (a) all appointments of officers made by the board; and (b) all proceedings at meetings of the Company, the holders of any class of shares in the capital of the Company, the board and committees of the board, including the names of the directors and others present at each such meeting. 108.2 Any such minutes, if purporting to be authenticated by the chair of the meeting to which they relate or of the next meeting, shall be sufficient evidence of the proceedings at the meeting without any further proof of the facts stated in them.

If any such question arises in respect of the chair of the meeting, it shall be decided by resolution of the board (on which the chair shall not vote) and such resolution will be final and conclusive except in a case where the nature and extent of the interests of the chair have not been fairly disclosed. SECRETARY 107. Subject to the provisions of the Companies Acts, the secretary shall be appointed by the board for such term, at such remuneration and on such conditions as it may think fit.

In such cases each of the directors concerned shall be entitled to vote in respect of each resolution except that concerning that director's own appointment. 106. If a question arises at a meeting of the board or of a committee of the board as to the entitlement of a director to vote, the question may, before the conclusion of the meeting, be referred to the chair of the meeting and the chair's ruling in relation to any director other than the chair shall be final and conclusive except in a case where the nature or extent of the interests of the director concerned have not been fairly disclosed.

Where proposals are under consideration concerning the appointment (including, without limitation, fixing or varying the terms of appointment) of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately.

Directors' power to vote on contracts in which they are interested Page 42 through which the director's interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purpose of this Article to be likely to give rise to a conflict with the interests of the Company in all circumstances); (e) a contract, arrangement, transaction or proposal for the benefit of employees of the Company or of any of its subsidiary undertakings which does not award the director any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and (f) a contract, arrangement, transaction or proposal concerning any insurance which the Company is empowered to purchase or maintain for, or for the benefit of, any directors of the Company or for persons who include directors of the Company. 104.2 For the purposes of this Article, in relation to an alternate director, an interest of the alternate director's appointer shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise. 104.3 The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting a director from voting at a meeting of the board or of a committee of the board. 105.

A director so deemed to be present shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where it is convened to be held or (if no director is present in that place) where the largest group of those participating is assembled, or, if there is no such group, where the chair of the meeting is. The word meeting in these Articles shall be construed accordingly. 104.1 Except as otherwise provided by these Articles, a director shall not vote at a meeting of the board or a committee of the board on any resolution of the board concerning a matter in which that director has an interest (other than by virtue of that director's interests in shares or debentures or other securities of, or otherwise in or through, the Company) which can reasonably be regarded as likely to give rise to a conflict with the interests of the Company, unless that director's interest arises only because the resolution concerns one or more of the following matters: (a) the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by the director or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings; (b) the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has assumed responsibility (in whole or part and whether alone or jointly with others) under a guarantee or indemnity or by the giving of security; (c) a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to participate; (d) a contract, arrangement, transaction or proposal concerning any other body corporate in which the director or any person connected with the director is interested, directly or indirectly, and whether as an officer, shareholder, creditor or otherwise, if the director and any persons connected with the director do not to that director's knowledge hold an interest (as that term is used in sections 820 to 825 of the Act) representing one per cent. or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) of such body corporate (or any other body corporate Meetings by telephone etc.

Without prejudice to the first sentence of Article 97, a person entitled to be present at a meeting of the board or of a committee of the board shall be deemed to be present for all purposes if that person is able (directly or by telephonic or electronic communication) to speak to and be heard by all those present or deemed to be present simultaneously.

For this purpose: (a) a director signifies such director's agreement to a proposed written resolution when the Company receives from the director a document indicating the director's agreement to the resolution authenticated in the manner permitted by the Companies Acts for a document in the relevant form; (b) the director may send the document in hard copy form or in electronic form to such address (if any) for the time being specified by the Company for that purpose; Quorum Powers of directors if number falls below minimum Chair and deputy chair Validity of acts of the board Resolutions in writing Page 41 (c) if an alternate director signifies such alternate director's agreement to the proposed written resolution, the alternate director's appointer need not also signify the alternate director's appointer's agreement; and (d) if a director signifies such director's agreement to the proposed written resolution, an alternate director appointed by such director need not also signify such alternate director's agreement in that capacity. 103.

A resolution in writing agreed to by all the directors entitled to receive notice of a meeting of the board or of a committee of the board (not being less than the number of directors required to form a quorum of the board) shall be as valid and effectual as if it had been passed at a meeting of the board or (as the case may be) a committee of the board duly convened and held.

If there is no director holding either of those offices, or if neither the chair nor a deputy chair is willing to preside or neither of them is present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chair of the meeting. 101. All acts done by a meeting of the board, or of a committee of the board, or by a person acting as a director or alternate director, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or any member of the committee or alternate director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director or, as the case may be, an alternate director and had been entitled to vote. 102.

Unless the director appointed is unwilling to do so, the director appointed as chair, or in their stead any director appointed as a deputy chair (and if more than one deputy chair has been appointed, the director who has held the office of deputy chair for the longest period), shall preside at every meeting of the board at which that director is present.

The continuing directors may act notwithstanding any vacancies in their number, but, if the number of directors is less than the minimum number fixed by the Articles, the continuing directors may act only for the purpose of filling vacancies to that minimum number or of calling a general meeting. 100. The board may appoint one of their number to be the chair, and one or more of their number to be the deputy chair or deputy chairmen, of the board and may at any time remove either or any of them from such office.

A person who holds office only as an alternate director may, if the alternate director's appointer is not present, be counted in the quorum. Any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no director objects. 99.

Any director may waive notice of a meeting and any such waiver may be retrospective. Any notice pursuant to this Article need not be in writing if the board so determines and any such determination may be retrospective. Directors not liable to account Section 247 of the Act Convening meetings Page 40 98. The quorum necessary for the transaction of the business of the directors shall be a majority of the full board of directors, of whom at least 4 must be non-executive directors.

Notice of a board meeting shall be deemed to be properly given to a director if it is given to the director personally or by word of mouth or sent in hard copy form to the director at the director's last known address or such other address (if any) as may for the time being be specified by the director or on the director's behalf to the Company for that purpose, or sent in electronic form to such address (if any) for the time being specified by the director or on the director's behalf to the Company for that purpose.

Questions arising at any meeting shall be decided by a majority of votes of those attending, such majority representing not less than one-third of all directors. In case of an equality of votes, the chair of the meeting shall have a second or casting vote. It shall be necessary to give reasonable notice of a meeting of directors to all directors taking into account the residence of the directors.

Any such provision shall be made by a resolution of the board in accordance with section 247 of the Act. PROCEEDINGS OF THE BOARD 97. Subject to the provisions of these Articles, the board may regulate its proceedings as it thinks fit (including holding meetings outside the United Kingdom). A director may, and the secretary at the request of a director shall, call a meeting of the board.

The receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company. 96. The board may make provision for the benefit of any persons employed or formerly employed by the Company or any of its subsidiaries other than a director or former director or shadow director in connection with the cessation or the transfer of the whole or part of the undertaking of the Company or any subsidiary.

GRATUITIES, PENSIONS AND INSURANCE 95.1 The board may (by establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present director or employee of the Company or any of its subsidiary undertakings or any body corporate associated with, or any business acquired by, any of them, and for any member of that person's family (including a spouse, a civil partner, a former spouse and a former civil partner) or any person who is or was dependent on that person, and may (as well before as after that person ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit. 95.2 Without prejudice to the provisions of Article 138, the board may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was: (a) a director, officer, or employee of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such Consequences of authorisation Without prejudice to equitable principles or rule of law Gratuities and pensions Insurance Page 39 holding company or subsidiary undertaking is or was in any way allied or associated; or (b) a trustee of any pension fund in which employees of the Company or any other body referred to in Article 95.2(a) are or have been interested, including, without limitation, insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of that person's duties or in the exercise or purported exercise of that person's powers or otherwise in relation to that person's duties, powers or offices in relation to the relevant body or fund. 95.3 No director or former director shall be accountable to the Company or the members for any benefit provided pursuant to these Articles.

Remuneration, benefits etc. Notification of interests Duty of confidentiality to another person Page 38 94.6 Where the existence of a director's relationship with another person has been approved by the board pursuant to Article 94.1 and that director's relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties the director owes to the Company by virtue of sections 171 to 177 of the Act because the director: (a) is absent from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or (b) makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser, for so long as the director reasonably believes such conflict of interest or possible conflict of interest subsists. 94.7 The provisions of Articles 94.5 and 94.6 are without prejudice to any equitable principle or rule of law which may excuse the director from: (a) disclosing information, in circumstances where disclosure would otherwise be required under these Articles; or (b) attending meetings or discussions or receiving documents and information as referred to in Article 94.6, in circumstances where such attendance or receiving such documents and information would otherwise be required under these Articles.

However, to the extent that the director's relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this Article applies only if the existence of that relationship has been approved by the board pursuant to Article 94.1. In particular, the director shall not be in breach of the general duties the director owes to the Company by virtue of sections 171 to 177 of the Act because the director fails: (a) to disclose any such information to the board or to any director or other officer or employee of the Company; and/or (b) to use or apply any such information in performing the director's duties as a director of the Company.

The board may vary or terminate any such authorisation at any time. For the purposes of these Articles, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests. 94.2 Provided that the director has disclosed to the board the nature and extent of that director's interest (unless the circumstances referred to in section 177(5) or section 177(6) of the Act apply, in which case no such disclosure is required) a director notwithstanding that director's office: (a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; Termination of appointment to executive office Emoluments to be determined by the board Authorisation under s175 of the Act Director may contract with the Company and hold other offices etc Page 37 (b) may act alone or by their firm in a professional capacity for the Company (otherwise than as auditor) and the director or their firm shall be entitled to remuneration for professional services as if the director were not a director; and (c) may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate: (i) in which the Company is (directly or indirectly) interested as shareholder or otherwise; or (ii) with which the director has such a relationship at the request or direction of the Company. 94.3 A director shall not, by reason of the director's office, be accountable to the Company for any remuneration or other benefit which they derive from any office or employment or from any transaction or arrangement or from any interest in any body corporate: (a) the acceptance, entry into or existence of which has been approved by the board pursuant to Article 94.1 (subject, in any such case, to any limits or conditions to which such approval was subject); or (b) which the director is permitted to hold or enter into by virtue of paragraph (a), (b) or (c) of Article 94.2; nor shall the receipt of any such remuneration or other benefit constitute a breach of the director's duty under section 176 of the Act. 94.4 Any disclosure required by Article 94.2 may be made at a meeting of the board, by notice in writing or by general notice or otherwise in accordance with section 177 of the Act. 94.5 A director shall be under no duty to the Company with respect to any information which the director obtains or has obtained otherwise than as a director of the Company and in respect of which they owe a duty of confidentiality to another person.

Any such authorisation will be effective only if: (a) any requirement as to quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and (b) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted. The board may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions it expressly imposes but such authorisation is otherwise given to the fullest extent permitted.

DIRECTORS' INTERESTS 94.1 For the purposes of section 175 of the Act, the board may authorise any matter proposed to it in accordance with these Articles which would, if not so authorised, involve a breach of duty by a director under that section including, without limitation, any matter which relates to a situation in which a director has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company.

The emoluments of any director holding executive office for their services as such shall be determined by the board, and may be of any description including without limitation admission to, or continuance of, membership of any scheme (including any share acquisition scheme) or fund instituted or established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants, or the payment of a pension or other benefits to that director or that director's dependants on or after retirement or death, apart from membership of any such scheme or fund.

Any appointment of a director to an executive office shall terminate if that director ceases to be a director but without prejudice to any rights or claims which that director may have against the Company by reason of such cessation. A director appointed to an executive office shall not cease to be a director merely because that director's appointment to such executive office terminates. 93.

Any such appointment, agreement or arrangement may be made on such terms including, without limitation, terms as to remuneration, as the board determines. The board may revoke or vary any such appointment but without prejudice to any rights or claims which the person whose Power of Company to remove director Ordinary remuneration Additional remuneration Directors may be paid expenses Appointment to executive office Page 36 appointment is revoked or varied may have against the Company because of the revocation or variation. 92.

EXECUTIVE DIRECTORS 91. Subject to the provisions of the Companies Acts, the board may appoint one or more of its body to be the holder of any executive office (except that of auditor) in the Company and may enter into an agreement or arrangement with any such director for that director's employment by the Company or for the provision by the director of any services outside the scope of the ordinary duties of a director.

DIRECTORS' EXPENSES 90. The directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the board or committees of the board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

Subject thereto, each such director shall be paid a fee for their services (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board. 89. Any director who does not hold executive office and who serves on any committee of the board or, at the request of the board, goes or resides abroad for any purpose of the Company or otherwise performs special services which in the opinion of the board are outside the scope of the ordinary duties of a director, may (without prejudice to the provisions of Article 88) be paid such extra remuneration by way of additional fee, salary, commission or otherwise as the board may determine.

The Company may, by ordinary resolution, appoint another person in place of a director removed from office in accordance with this Article. NON-EXECUTIVE DIRECTORS 88. The ordinary remuneration of the directors who do not hold executive office for their services (excluding amounts payable under any other provision of these Articles) shall not exceed in aggregate 3,000,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine.

The Company may, without prejudice to the provisions of the Companies Acts, by ordinary resolution remove any director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such director, but without prejudice to any claim that director may have for damages for breach of any such agreement). No special notice need be given of any resolution to remove a director in accordance with this Article and no director proposed to be removed in accordance with this Article has any special right to protest against their removal.

In calculating the number of directors who are required to give such notice to Offices including the title director Power to borrow Disqualification as a director Page 35 the director, (i) an alternate director appointed by a director acting in that director's capacity as such shall be excluded; and (ii) a director and any alternate director appointed by that director and acting in that director's capacity as such shall constitute a single director for this purpose, so that notice by either shall be sufficient. 87.

DISQUALIFICATION AND REMOVAL OF DIRECTORS 86. A person ceases to be a director as soon as: (a) that person ceases to be a director by virtue of any provision of the Act or is prohibited from being a director by law; (b) a bankruptcy order is made against that person; (c) a composition is made with that person's creditors generally in satisfaction of that person's debts; (d) a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; (e) notification is received by the Company from the director that the director is resigning or retiring from office, and such resignation or retirement has taken effect in accordance with its terms; (f) that person has been absent for more than six consecutive months without permission of the board from meetings of the board held during that period and that person's alternate director (if any) has not attended in that person's place during that period and the board resolves that that person's office be vacated; or (g) that person receives notice executed by not less than three-quarters of the other directors stating that that person should cease to be a director.

The inclusion of the word director in the designation or title of any such office or employment shall not imply that the holder is a director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a director of the Company for any of the purposes of these Articles. BORROWING POWERS 85. The board may exercise all the powers of the Company to borrow money, to guarantee, to indemnify, to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital, and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

Agents Page 34 of such agent's powers, authorities and discretions, and may revoke or vary such delegation. 84. The board may appoint any person to any office or employment having a designation or title including the word director or attach to any existing office or employment with the Company such a designation or title and may terminate any such appointment or the use of any such designation or title.

Any appointment or delegation made pursuant to this Article may be made on such terms and subject to such conditions as the board may decide. The board may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. 83. The board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authorities and discretions (not exceeding those vested in the board) and on such conditions as the board determines including, without limitation, authority for the agent to delegate all or any Committees of the board Local boards, etc.

The board may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The board may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the board, with power to sub-delegate, and may authorise the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies.

The board may co-opt on to any such committee persons other than directors, who may enjoy voting rights in the committee. The co-opted members shall be less than one-half of the total membership of the committee. Subject to any conditions imposed by the board, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of directors so far as they are capable of applying, subject to the following: (a) notwithstanding the first sentence of Article 98, the quorum of any meeting or adjourned meeting may be fixed by the board and unless so fixed at any other number shall be two, of whom a majority are directors; (b) notwithstanding the third sentence of Article 97, questions arising at any meeting shall be decided by a majority of votes of those attending, provided that: (i) where the resolution is passed at a meeting of the committee, a majority of the members present are directors; and (ii) where the resolution is passed by the committee in writing pursuant to Article 102, a majority of those who agree to the resolution are directors. 82.

Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers delegated and may be made subject to such conditions as the board may specify, and may be revoked or altered.

Termination of appointment Method of appointment and revocation Alternate not an agent of appointer Business to be managed by board Exercise by Company of voting rights Page 33 DELEGATION OF POWERS OF THE BOARD 81. The board may delegate any of its powers to any committee consisting of one or more directors. The board may also delegate to any director holding any executive office such of its powers as the board considers desirable to be exercised by the director.

The board may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them directors of such body corporate, or voting or providing for the payment of remuneration to the directors of such body corporate).

No alteration of the Articles and no such direction shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the board by these Articles. A meeting of the board at which a quorum is present may exercise all powers exercisable by the board. 80.

POWERS OF THE BOARD 79. Subject to the provisions of the Companies Acts and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the board which may exercise all the powers of the Company including without limitation the power to dispose of all or any part of the undertaking of the Company.

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No. 2723534 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ASTRAZENECA PLC Incorporated 17 June 1992 Registered Office: 1 Francis Crick Avenue Cambridge Biomedical Campus Cambridge CB2

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